ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: 09737455

A MILLION ADS HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

A MILLION ADS HOLDINGS LIMITED

COMPANY INFORMATION

Directors	Kingsley John Neville Meek
	Timothy Robert Hipperson
	Paul Brendan Kelly (appointed 20 February 2025)
	Hannah Carol Williamson
	Dionysia-Kiara Xifara
	David Simon Glick (appointed 13 December 2024, resigned 27 March 2025)


Company secretary	Kingsley Meek


Registered number	09737455


Registered office	101 New Cavendish Street
	1st Floor South
	London
	W1W 6XH


Independent auditors	Harris and Trotter LLP
	101 New Cavendish Street
	1st Floor South
	London
	W1W 6XH

A MILLION ADS HOLDINGS LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Consolidated Statement of Comprehensive Income	9
Consolidated Balance Sheet	10 - 11
Company Balance Sheet	12
Consolidated Statement of Changes in Equity	13 - 14
Company Statement of Changes in Equity	15
Consolidated Statement of Cash Flows	16
Consolidated Analysis of Net Debt	17
Notes to the Financial Statements	18 - 34

A MILLION ADS HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The AMA Group operates through two wholly owned subsidiaries — A Million Ads Limited (based in the UK) and A Million Ads Inc (based in the US) — providing advertisers and media owners with a proprietary platform that enables real-time dynamic personalisation of audio advertising creative at scale.

AMA's technology processes contextual signals to tailor audio campaigns in real time, delivering more relevant listener experiences and measurably improved campaign outcomes for global brands and agency partners worldwide.

The directors present this Group Strategic Report for the year ended 31 December 2025 in compliance with section 414A of the Companies Act 2006, to provide a fair review of the development and performance of the business and the principal risks and uncertainties it faces.

This report should be read in conjunction with the Directors' Report and the audited consolidated financial statements of the Group for the year ended 31 December 2025, prepared in accordance with FRS 102 and the Companies Act 2006.

Business review

The Group generated total revenue of £11,794,045 for the year ended 31 December 2025 (2024: £12,182,611), representing a 3.2% reduction on the prior year, reflecting macroeconomic conditions, especially within the US market.

Management continues to exercise rigorous cost control. The reported operating profit margin declined from 33% in 2024 to 28% in 2025; however, this movement reflects the impact of exceptional items incurred during the period. Excluding these items, the adjusted operating margin of 33% is consistent with the prior year, indicating that underlying profitability remains intact.

In 2020, AMA participated in the UK Government's Future Fund scheme, a COVID-19 support initiative designed for venture capital-backed companies. The Company secured £1.35 million in funding through a Convertible Loan Note, financed by three parties. The note was subsequently extended in 2022 for a further two years, reflecting continued investor confidence in the business.

In July 2025, the Convertible Loan Note reached maturity. Two of the three parties elected to convert their principal into equity, whilst the third opted for cash redemption. The Board is pleased to report that, as a result, AMA is entirely debt-free as at 31 December 2025 — a significant milestone in the Company's financial development.

Page 1

A MILLION ADS HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties

The digital audio advertising market continues to evolve rapidly, with ongoing changes to emerging AI tech, both across the techstack ecosystem and creative production tools, privacy regulation and the competitive landscape presenting risks to the Group's ability to maintain the addressability and effectiveness of its dynamic personalisation platform. Equally, emerging technologies also provide opportunities for AMA.

Our 2026 product roadmap reflects a decisive strategic focus on artificial intelligence and emerging technologies, as we continue to invest in innovation that drives customer value. To mitigate this risk, AMA embarked on the process to achieve ISO27001 certification (achieved in Q1 2026), reinforcing our commitment to rigorous data security and operational best practices.

Macroeconomic uncertainty, including inflationary pressures affecting client operating costs, fluctuations in advertising budgets and foreign exchange volatility represent ongoing risks to revenue and profitability, particularly given AMA's significant exposure to US dollar-denominated revenues.

AMA operates in a competitive landscape, facing pressure from both established digital advertising technology providers and emerging AI-driven creative platforms. Such competition has the potential to adversely impact pricing and market penetration. However, the Board views increased market activity as broadly constructive: new entrants generate awareness, stimulate debate around the channel, and ultimately expand the overall addressable market.

As the market leader in dynamic creative for audio, AMA is well-positioned to capitalise on this environment — whether through the growth of channel budget allocations among new market participants, or by deepening existing client relationships through the addition of complementary lines of business.

Financial key performance indicators

The Board monitors AMA's financial profile on an ongoing basis, with focus on revenue trends, margin health and cash balances. Management complements this with deeper operational analysis, tracking revenue performance across key verticals such as retail and automotive, alongside campaign size and the behaviour of returning brand cohorts.

Other key performance indicators

In addition to financial metrics, the Board monitors a range of operational and people-related indicators that provide insight into the operational efficiency of AMA and the wellbeing of its workforce.

This report was approved by the board and signed on its behalf.

Kingsley John Neville Meek

Director

Date: 11 June 2026

Page 2

A MILLION ADS HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Directors

The directors who served during the year were:

Kingsley John Neville Meek

Timothy Robert Hipperson

Paul Brendan Kelly (appointed 20 February 2025)

Hannah Carol Williamson

Dionysia-Kiara Xifara

David Simon Glick (appointed 13 December 2024, resigned 27 March 2025)

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments 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 Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £2,186,909 (2024 - £2,944,377).

Page 3

A MILLION ADS HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditors, Harris and Trotter LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

Kingsley John Neville Meek

Director

Date: 11 June 2026

Page 4

A MILLION ADS HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF A MILLION ADS HOLDINGS LIMITED

Opinion

We have audited the financial statements of A Million Ads Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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 Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Page 5

A MILLION ADS HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF A MILLION ADS HOLDINGS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

∙the Parent Company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Page 6

A MILLION ADS HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF A MILLION ADS HOLDINGS LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent 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 an Auditors' 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 Group 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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including
fraud

The objectives of our audit are to identify and assess the risks of material misstatement of the financial
statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of
material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent
limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may
not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

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

• We obtained an understanding of the legal and regulatory frameworks applicable to the Group and the industry
in which it operates. We determined that the following laws and regulations were most significant: FRS 102 and
the Companies Act 2006.

• We obtained an understanding of how the Group is complying with those legal and regulatory frameworks by
making enquiries of management.

• We challenged assumptions and judgments made by management in its significant accounting estimates;

We did not identify any key audit matters relating to irregularities, including fraud.

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
Auditors' Report.

Page 7

A MILLION ADS HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF A MILLION ADS HOLDINGS LIMITED (CONTINUED)

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 Auditors' Report.

Other matters

Comparative information in the financial statements is derived from the company's prior period financial
statements which were not audited.

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 Auditors' 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.

Stephen Haffner (Senior Statutory Auditor)

for and on behalf of

Harris and Trotter LLP

101 New Cavendish Street

1st Floor South

London

W1W 6XH

11 June 2026

Page 8

A MILLION ADS HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover	3	11,794,045	12,182,611
Cost of sales		(2,346,434)	(2,285,082)
Gross profit		9,447,611	9,897,529
Administrative expenses		(6,169,586)	(5,874,711)
Operating profit	4	3,278,025	4,022,818
Interest receivable and similar income	8	22,247	25,407
Interest payable and similar expenses	9	(385,627)	(120,600)
Profit before taxation		2,914,645	3,927,625
Tax on profit	10	(727,736)	(983,248)
Profit for the financial year		2,186,909	2,944,377


Currency translation differences	(122,157)	16,390
Other comprehensive income for the year	(122,157)	16,390
Total comprehensive income for the year	2,064,752	2,960,767

Profit for the year attributable to:
Owners of the Parent Company	2,186,909	2,944,377
	2,186,909	2,944,377

Total comprehensive income for the year attributable to:
Owners of the Parent Company	2,064,752	2,960,767
	2,064,752	2,960,767

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.

The notes on pages 18 to 34 form part of these financial statements.

Page 9

A MILLION ADS HOLDINGS LIMITED

REGISTERED NUMBER: 09737455

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	12		2,528		99
			2,528		99
Current assets
Debtors: amounts falling due within one year	14	4,084,087		5,085,016
Cash at bank and in hand	15	4,313,237		3,543,533
		8,397,324		8,628,549
Creditors: amounts falling due within one year	16	(1,316,564)		(4,423,487)
Net current assets			7,080,760		4,205,062
Total assets less current liabilities			7,083,288		4,205,161

Net assets			7,083,288		4,205,161

Capital and reserves
Called up share capital	18	49	44
Share premium account		3,610,853	2,809,984
Share based payment reserve	19	29,574	17,606
Foreign exchange reserve		(113,273)	8,884
Profit and loss account		3,556,085	1,368,643
		7,083,288	4,205,161

Page 10

A MILLION ADS HOLDINGS LIMITED

REGISTERED NUMBER: 09737455

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Kingsley John Neville Meek

Director

Date: 11 June 2026

The notes on pages 18 to 34 form part of these financial statements.

Page 11

A MILLION ADS HOLDINGS LIMITED

REGISTERED NUMBER: 09737455

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Investments	13		48,399		35,890
			48,399		35,890
Current assets
Debtors: amounts falling due within one year	14	2,239,366		3,672,138
Cash at bank and in hand	15	325,634		323,900
		2,565,000		3,996,038
Creditors: amounts falling due within one year	16	(76,328)		(1,915,159)
Net current assets			2,488,672		2,080,879
Total assets less current liabilities			2,537,071		2,116,769


Net assets excluding pension asset			2,537,071		2,116,769
Net assets			2,537,071		2,116,769

Capital and reserves
Called up share capital	18	49	44
Share premium account	19	3,610,853	2,809,984
Share based payment reserve	19	29,574	17,606
Profit and loss account	19	(1,103,405)	(710,865)
		2,537,071	2,116,769

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Kingsley John Neville Meek

Director

Date: 11 June 2026

The notes on pages 18 to 34 form part of these financial statements.

Page 12


		A MILLION ADS HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Share based payment reserve	Foreign exchange reserve	Profit and loss account	Equity attributable to owners of Parent Company	Total equity
	£	£	£	£	£	£	£
At 1 January 2024	44	2,809,860	13,887	(7,506)	(1,575,809)	1,240,476	1,240,476

Profit for the year	-	-	-	-	2,944,377	2,944,377	2,944,377
Currency translation differences	-	-	-	16,390	-	16,390	16,390
Total comprehensive income for the year	-	-	-	16,390	2,944,377	2,960,767	2,960,767
Shares issued during the year	-	124	-	-	-	124	124
Exercised options	-	-	(75)	-	75	-	-
Share based payment expense	-	-	3,794	-	-	3,794	3,794

At 1 January 2025	44	2,809,984	17,606	8,884	1,368,643	4,205,161	4,205,161

Profit for the year	-	-	-	-	2,186,909	2,186,909	2,186,909
Currency translation differences	-	-	-	(122,157)	-	(122,157)	(122,157)
Total comprehensive income for the year	-	-	-	(122,157)	2,186,909	2,064,752	2,064,752
Shares issued during the year	5	800,869	-	-	-	800,874	800,874
Exercised options	-	-	(533)	-	533	-	-
Share based payment expense	-	-	12,501	-	-	12,501	12,501
At 31 December 2025	49	3,610,853	29,574	(113,273)	3,556,085	7,083,288	7,083,288

Page 13


		A MILLION ADS HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

The notes on pages 18 to 34 form part of these financial statements.

Page 14


		A MILLION ADS HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share premium account	Share based payment reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	44	2,809,860	13,887	(588,448)	2,235,343

Loss for the year	-	-	-	(122,492)	(122,492)
Shares issued during the year	-	124	-	-	124
Transfer to/from profit and loss account	-	-	(75)	75	-
Share based payment expense	-	-	3,794	-	3,794

At 1 January 2025	44	2,809,984	17,606	(710,865)	2,116,769

Loss for the year	-	-	-	(393,073)	(393,073)
Shares issued during the year	5	800,869	-	-	800,874
Transfer to/from profit and loss account	-	-	(533)	533	-
Share based payment expense	-	-	12,501	-	12,501
At 31 December 2025	49	3,610,853	29,574	(1,103,405)	2,537,071

The notes on pages 18 to 34 form part of these financial statements.

Page 15

A MILLION ADS HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	2,186,909	2,944,377
Adjustments for:
Depreciation of tangible assets	6,510	11,036
Interest paid	385,626	120,600
Interest received	(22,246)	(25,407)
Taxation charge	727,736	983,248
Decrease/(increase) in debtors	1,000,929	(2,489,728)
(Decrease)/increase in creditors	(693,412)	677,128
Corporation tax (paid)	(1,306,873)	(169,154)
Foreign exchange	(122,157)	16,390
Net cash generated from operating activities	2,163,022	2,068,490

Cash flows from investing activities
Purchase of tangible fixed assets	(8,940)	-
Net cash from investing activities	(8,940)	-
Cash flows from financing activities
Issue of ordinary shares	874	124
Add back share based payment expenses	12,501	3,794
Repayment convertible loan notes	(1,420,000)	-
Interest paid	22,247	12,807
Net cash used in financing activities	(1,384,378)	16,725
Net increase in cash and cash equivalents	769,704	2,085,215
Cash and cash equivalents at beginning of year	3,543,533	1,455,795
Cash and cash equivalents at the end of year	4,313,237	3,541,010

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	4,313,237	3,541,010
	4,313,237	3,541,010

The notes on pages 18 to 34 form part of these financial statements.

Page 16

A MILLION ADS HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025	Cash flows	At 31 December 2025
£	£	£

Cash at bank and in hand	3,543,533	769,704	4,313,237
Debt due within 1 year	1,834,373	(1,834,373)	-
	5,377,906	(1,064,669)	4,313,237

The notes on pages 18 to 34 form part of these financial statements.

Page 17

A MILLION ADS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

A Million Ads Limited is a Private Limited Company incorporated and registered in England and Wales
(registration number: 10291931). The registered office address is 101 New Cavendish Street, 1st Floor
South, London, United Kingdom, W1W 6XH.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102. .

Page 18

A MILLION ADS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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 items 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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated 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'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

Page 19

A MILLION ADS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

2.9

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet 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 Group 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 profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Page 20

A MILLION ADS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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:

				Office equipment	-	25%
				Computer equipment	-	33%

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 profit or loss.

Page 21

A MILLION ADS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.17

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially

Page 22

A MILLION ADS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.17

Financial instruments (continued)

measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

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 profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Basic 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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Page 23

A MILLION ADS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.17

Financial instruments (continued)

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

Page 24

A MILLION ADS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Services	11,794,045	12,182,611
	11,794,045	12,182,611

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	4,603,179	3,809,855
Rest of Europe	307,028	188,800
Rest of the world	6,883,838	8,183,956
	11,794,045	12,182,611

Exchange differences

258,767

(63,419)

5.	Auditors' remuneration
	During the year, the Group obtained the following services from the Company's auditors:
		2025
		£

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements

55,000

Page 25

A MILLION ADS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

6.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2025	2024
		£	£


Cost of defined contribution scheme	121,333	131,191
	121,333	131,191

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Employees	41	42

7.	Directors' remuneration

The Directors' remuneration for the period was £81,042 (2024: £320,187)

8.	Interest receivable
		2025	2024
		£	£

	Other interest receivable	22,247	25,407
		22,247	25,407

9.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest payable	-	12,600
Other loan interest payable	385,627	108,000
	385,627	120,600

Page 26

A MILLION ADS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Corporation tax
Current tax on profits for the year	732,498	983,248
Adjustments in respect of previous periods	(4,762)	-
	727,736	983,248

Total current tax	727,736	983,248

	Deferred tax
	Total deferred tax	-	-


	Tax on profit	727,736	983,248

Profit on ordinary activities before tax

2,914,645

3,927,625

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	728,661	981,906
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	136,499	14,721
Capital allowances for year in excess of depreciation	(607)	2,759
Utilisation of tax losses	(121,094)	(111,972)
Tax assessment on overseas earnings	(10,961)	68,834
Adjustments to tax charge in respect of prior periods	(4,762)	-
Unrelieved tax losses carried forward	-	27,000
Total tax charge for the year	727,736	983,248

Page 27

A MILLION ADS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.	Intangible assets
	Group

		Patents
		£
	Cost
	At 1 January 2025	7,992
	At 31 December 2025	7,992
	Amortisation
	At 1 January 2025	7,992
	At 31 December 2025	7,992
	Net book value
	At 31 December 2025	-
	At 31 December 2024	-

Page 28

A MILLION ADS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.Intangible assets (continued)

	Company

		Patents
		£
	Cost
	At 1 January 2025	7,992
	At 31 December 2025	7,992
	Amortisation
	At 1 January 2025	7,992
	At 31 December 2025	7,992
	Net book value
	At 31 December 2025	-
	At 31 December 2024	-

Page 29

A MILLION ADS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Tangible fixed assets
	Group

	Office equipment	Computer equipment	Total
	£	£	£
Cost or valuation
At 1 January 2025	26,916	58,827	85,743
Additions	5,951	2,989	8,940
At 31 December 2025	32,867	61,816	94,683
Depreciation
At 1 January 2025	26,817	58,827	85,644
Charge for the year on owned assets	6,050	461	6,511
At 31 December 2025	32,867	59,288	92,155
Net book value
At 31 December 2025	-	2,528	2,528
At 31 December 2024	99	-	99

13.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	35,891
	Additions	12,508
	At 31 December 2025	48,399

Page 30

A MILLION ADS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	A Million Ads Limited	101 New Cavendish Street, London, W1W 6XH	Ordinary	100%
	A Million Ads Inc	1 Rockefeller Plaza, Floor 2, Office 2.01, New York, 10020	Ordinary	100%

The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

	A Million Ads Limited	3,183,139	2,328,931
	A Million Ads Inc	1,487,799	216,414

14.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	3,646,765	4,828,523	-	-
Amounts owed by group undertakings	-	-	2,239,366	3,672,138
Other debtors	148,881	69,261	-	-
Prepayments and accrued income	288,441	187,232	-	-
	4,084,087	5,085,016	2,239,366	3,672,138

15.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	4,313,237	3,543,533	325,634	323,900
	4,313,237	3,543,533	325,634	323,900

Page 31

A MILLION ADS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

16.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Other loans	-	1,834,373	-	1,834,373
Trade creditors	140,053	151,922	-	-
Amounts owed to group undertakings	-	-	61,328	65,886
Corporation tax	234,957	814,094	-	-
Other taxation and social security	118,723	171,529	-	-
Other creditors	23,109	24,420	-	-
Accruals and deferred income	799,722	1,427,149	15,000	14,900
	1,316,564	4,423,487	76,328	1,915,159

17.	Financial instruments
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

	Financial assets
	Basic finacial assets	7,960,002	8,372,056	325,634	323,900

Basic financial assets comprise trade debtors and cash and cash equivalents.

18.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

2,991,574 (2024 - 2,985,750) Ordinary Shares shares of £0.000010 each	29.915740	29.849250
1,787,356 (2024 - 1,337,918) Seed 1 convertible shares shares of £0.000010 each	17.873560	13.379180
85,585 (2024 - 85,585) Seed 2 convertible shares shares of £0.000010 each	0.855850	0.855850

	48.645150	44.084280

During the year, the following shares were alloted.

5,824 Ordinary shares of £0.00001 issued at a premium of £0.14999 per share.
449,438 Seed 1 convertible shares of £0.00001 issued at a premium of £1.78 per share.

Page 32

A MILLION ADS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

19.

Reserves

Share based payment reserve

In relation to the cumulative expense recognised in respect of equity-settled share-based payment arrangements recognised over the vesting period.

20.	Share based payments
	The company operates share option incentives for a number of employees, over shares to be issued by the parent company. At the Balance Sheet date, 515,154 (2024: 522,654) options were oustanding. During the year, a share based payment expense of £12,501 (2024: £3,794) was recognised within profit and loss.
		Weighted average exercise price (pence) 2025	Number 2025	Weighted average exercise price (pence) 2024	Number 2024

Outstanding at the beginning of the year	51.46	522,654	24.43	227,154
Granted during the year		-	68.51	300,500
Exercised during the year	15	(5,824)	15	(825)
Expired during the year	15	(1,676)	15	(4,175)
Outstanding at the end of the year	28.10	515,154	51.46	522,654

					2025	2024

Option pricing model used	Black Scholes	Black Scholes
Grant date price (pence)	15	15
Exercise price (pence)	15	15
Time to maturity (years)	10	10
Expected volatility	45%	45%
Risk-free interest rate	4.75%	4.75%

Page 33

A MILLION ADS HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

21.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to (2025 - £121,333).

Contributions totalling £20,580 (2024 - £21,897) were payable to the fund at the balance sheet date and are included in creditors.

22.	Related party transactions
	The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.

Page 34