Registration number:
Onetag Limited
for the Year Ended 31 December 2025
Registration number:
Onetag Limited
for the Year Ended 31 December 2025
Onetag Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Statement of Comprehensive Income |
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Balance Sheet |
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Statement of Changes in Equity |
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Statement of Cash Flows |
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Notes to the Financial Statements |
Onetag Limited
Company Information
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Directors |
Andrea Gerosa Daniel Pirchio Enrico Corazza Filippo Gramigna Stephen David King |
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Company secretary |
Lea Secretaries Limited |
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Registered office |
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Auditors |
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Onetag Limited
Strategic Report for the Year Ended 31 December 2025
The directors present their strategic report for the year ended 31 December 2025.
Principal activity
The principal activity of the company is the provision of a trading platform for digital advertising.
Introduction
Onetag Limited (the “Company”) is registered, incorporated and domiciled in England and Wales on 7 December 2015. The Company is part of the wider Onetag Group which provides a specialised cloud infrastructure platform that enables real-time programmatic advertising transactions. The Group is an independent omni-channel curation advertising platform, offering a single partner for transacting globally across all channels, formats and auction types.
Our vertically integrated exchange & curation platform to optimise results for the buyside. And virtuous cycle adding value for all participants: deeper data & control delivers better discoverability & performance for buyers, driving incremental revenue for sellers.
Buyers leverage our platform to manage their advertising spend and reach their target audiences on brand-safe premium inventory, simplify order management and campaign tracking, obtain actionable insights into audiences for their advertising, and access impression-level purchasing from thousands of sellers. We believe that our scale, platform features, and omni-channel offering makes us an essential partner for buyers. The Onetag Group operates its business on a worldwide basis, with an established operating presence in United Kingdom (primary sales, marketing and service functions) and Italy (local sales and technology IP).
Fair review of the business
We generate revenue from transactions where we provide a platform for the purchase and sale of digital advertising inventory. Generally, our revenue is based on a share of the media spend from demand side partners before delivering a winning bid for our supplier partners..
Our platform dynamically connects sellers and buyers of advertising inventory in a digital marketplace. Our solution incorporates proprietary machine-learning algorithms, sophisticated data processing, high-volume storage, detailed analytics capabilities, and a distributed infrastructure. Digital advertising inventory is created when consumers access sellers’ content. Sellers provide digital advertising inventory to our platform in the form of advertising requests, or ad requests. When we receive ad requests from sellers, we send bid requests to buyers, which enable buyers to bid on sellers’ digital advertising inventory. Winning bids can create advertising, or paid impressions, for the seller to present to the consumer.
Onetag Limited
Strategic Report for the Year Ended 31 December 2025 (continued)
The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether we are acting as the principal or an agent in the transaction. In determining whether we are acting as the principal or an agent, we followed the accounting guidance for principal-agent considerations.
Making such determinations involves judgment and is based on an evaluation of the terms of each arrangement, none of which are considered presumptive or determinative. For the majority of transactions on our platform, we have determined that we do not act as the principal in the purchase and sale of digital advertising inventory because we are not the primary obligor as we do not have control of the digital advertising inventory and do not set prices agreed upon within the auction marketplace, and therefore we report revenue on a net basis.
Since its launch the Company launched its services in the UK and across Europe and has steadily increased its customer base and thus revenues.
During the year ended 31 December 2025, the Company generated net revenues including other revenues amounting to £46,633,233, which is 39% higher than the prior year net revenues of £33,435,268. Profit before tax was £17,220,820 (2024: £12,183,684).
The Company continued to execute on its growth strategy throughout 2025, expanding its customer base across both demand and supply partners, deepening its presence in the UK and European markets, and advancing its technology platform. The Group’s curation capabilities and AI-driven optimisation tools have been key differentiators in a market where buyers continue to consolidate their programmatic supply paths. Supply Path Optimisation (SPO) accounted for a record 55%+ of total activity on comparable independent SSP platforms (PubMatic Q2-Q3 2025), reflecting the structural shift towards fewer, higher-quality supply partners - a dynamic from which the Company is well positioned to benefit.
Future Developments
We believe we are positioned to benefit from the overall growth of the online advertising industry, including the rapid proliferation of digital media, the need for purpose-built infrastructure to address the increasing complexity in the digital advertising landscape, and increasing consumer time spent online.
Our growth strategy includes:
• Attract new demand partners and expand our relationship with existing ones
• Attract new supply partners and expand our relationship with existing ones
• Improve liquidity in our marketplace. We strive to continuously improve supply partners' revenue and advertiser ROI by investing in our technology and improving our machine learning capabilities
• Expand into new geographies
Principal risks and uncertainties
Our revenue and results of operations are highly dependent on the overall demand for advertising. Factors that affect the amount of advertising spending, such as economic downturns geopolitical tensions, US trade tariff uncertainty, and broader macro-economic instability,, can make it difficult to predict our revenue and could adversely affect our business, results of operations, and financial condition.
As at the year-end date, the Company’s operations expose it to a variety of risks that include seasonality & economic risks, credit risk, currency risk, strategic risk, information technology risk and regulatory risk. The Company has adequate procedures in place to monitor these risks and seeks to limit the adverse effects on the financial performance of the Company.
The principal risks facing the Company are:
Onetag Limited
Strategic Report for the Year Ended 31 December 2025 (continued)
Seasonality risk
Seasonal fluctuations or market changes in digital advertising activity could adversely affect our business, results of operations, or financial condition. We generate all of our revenue directly or indirectly from the purchase and sale of digital ad impressions processed on our platform. Our revenue, net cash provided by operating activities, results of operations, and other key operating and performance metrics may vary from quarter to quarter due to the seasonal nature of digital advertising spending. For example, digital advertisers tend to devote a large portion of their budgets to campaigns in the fourth quarter of the year, to coincide with consumer holiday spending, and then have a significantly smaller advertising budget in the first calendar quarter. Pricing of digital ad impressions in the fourth quarter is likely to be higher due to increased demand. In addition, adverse economic conditions or economic uncertainty may cause advertisers to decrease purchases of digital ad impressions, adversely affecting our revenue and results of operations. A decline in the market for programmatic advertising or the failure of that market to grow as expected could also adversely affect our business, results of operations, and financial condition. Any decline in the volume or perceived quality of the ad impressions available on our platform could further reduce demand. Any such developments could have a material adverse effect on our business, results of operations, and financial condition.
Credit risk
We are subject to payment-related risks if DSPs dispute or do not pay their invoices, and any decreases in payments or in our overall take rate could have a material adverse effect on our business, results of operations, and financial condition. These risks mays be heightened as a result of economic downturn. We generate revenue primarily through revenue share agreements with our publishers. We invoice DSPs and collect the full purchase price for the digital ad impressions they purchase, retain our fees, and remit the balance to the publisher. We cannot assure you that we will not experience bad debt in the future, and write-offs for bad debt could have an adverse effect on our business, results of operations, or financial condition in the periods in which the write-offs occur. If our cash collections are significantly diminished as a result of these dynamics, our revenue and/or cash flow could be adversely affected, and we may need to use working capital to fund our accounts payable pending collection from the buyers. This may result in additional costs and cause us to forgo or defer other more productive uses of that working capital.
Currency risk
The Company, incurs most of its expenses in sterling (£) whilst earning significant portions of its net income is in US Dollars ($). The ultimate shareholder is comfortable with this risk and the ultimate group prefers to leave this exposure unhedged but we have started to implement hedging solutions to minimise currency risks.
Strategic risk
Market pressure may reduce our revenue per impression. Our revenue may be affected by market changes, new demands by publishers and buyers, new solutions, and competitive pressure. Our solutions may be priced too high or too low, either of which may carry adverse consequences. We may receive requests from publishers for discounts, fee revisions, rebates, and refunds, or from DSPs, agencies and advertisers for volume discounts, fee revisions, and rebates. Any of these developments could adversely affect our business, results of operations, or financial condition.
Information technology risk
We depend on third-party data centres, the disruption of which could adversely affect our business, results of operations, and financial condition.
Platform outages or disruptions, including any interruptions due to cyberattacks or to our failure to maintain adequate security and supporting infrastructure as we scale, could damage our reputation and our business, results of operations, and financial condition.
Onetag Limited
Strategic Report for the Year Ended 31 December 2025 (continued)
Regulatory risk
We are subject to laws and regulations related to data privacy, data protection, and information security, and consumer protection across different markets where we conduct our business and industry requirements and such laws, regulations, and industry requirements are constantly evolving and changing. Our actual or perceived failure to comply with such obligations could have an adverse effect on our business, results of operations, and financial condition.
The disabling of third-party cookies, and the potential of others to develop proprietary replacements for cookies, could adversely affect our business, results of operations, and financial condition. In July 2024 Google reversed its decision to deprecate third-party cookies in Chrome, opting instead to introduce a user-choice mechanism. Whilst this reduces near-term disruption, the structural transition to cookieless advertising continues: brands and platforms are accelerating the adoption of first-party data strategies, contextual targeting, and identity resolution solutions such as those offered by LiveRamp and UID2. The Company has continued to invest in its cookieless capabilities, including integrations with Utiq and Lotame, to ensure it can serve both cookied and cookieless inventory with equal effectiveness. If the market transitions faster than anticipated, or if buyers elect to concentrate spend with walled gardens that leverage proprietary consumer tracking, the Company’s business, results of operations, and financial condition could be adversely affected.
Additionally, such companies may build different and potentially proprietary consumer tracking methods into their widely used web browsers, which we may not be able to effectively use for our publishers and buyers. Many applications and other devices also allow consumers to avoid receiving advertisements by paying for subscriptions or other downloads. Although we believe our platform is well-positioned to adapt and continue to provide key data insights to our publishers without cookies, this transition could be more disruptive, slower, or more expensive than we currently anticipate, or publishers and buyers could elect to move a larger proportion of their advertising inventory or spend to these providers to take advantage of proprietary consumer tracking methods, any of which could materially affect our ability to serve our customers, publishers, and buyers, and our business, results of operations, and financial condition could be adversely affected.
Onetag Limited
Strategic Report for the Year Ended 31 December 2025 (continued)
Economic risk
The global economy in 2025 demonstrated resilient, albeit uneven, growth against a backdrop of persistent geopolitical tensions and the structural impact of US trade tariffs. According to WARC Media, global advertising spend reached $1.14 trillion in 2025, up 8.9% year-on-year, with digital channels representing 72.9% of the total. The OECD estimated global GDP growth at approximately 3.2%, with the US at 2.0%, the Euro Area at 1.3%, and China at approximately 4.9%-5.0%. Inflationary pressures continued to ease across major economies, enabling a gradual normalisation of monetary policy.
The programmatic advertising sector continued its strong structural growth in 2025. According to eMarketer, programmatic now represents approximately 90% of all global digital display transactions. The CTV advertising market reached $33-45 billion globally, growing 16% year-on-year (IAB), with Magnite - the world’s largest independent SSP - reporting CTV contribution ex-TAC of $304 million for 2025, up 17% year-on-year (22% excluding political spend), representing 45% of its total business. Supply Path Optimisation continued to consolidate buyer activity towards fewer, higher-quality supply partners: PubMatic reported SPO at a record 55%+ of total activity throughout 2025, with CTV revenue growing over 50% year-on-year. These dynamics directly support the Company’s positioning as a transparent, independent SSP with strong curation capabilities and direct publisher relationships.
Emerging markets are expected to lead the charge in growth, supported by improved commodity prices and a rebound in demand. However, advanced economies, particularly in Europe, are likely to face headwinds due to elevated living costs and tighter credit conditions. The United States may see modest growth, bolstered by a resilient labor market, yet concerns over consumer confidence and potential fiscal policy shifts could temper this outlook.
In Asia, China's economic recovery remains fragile, hindered by ongoing challenges in its real estate sector and weak domestic consumption. The divergence in economic performance between regions is expected to widen, with some countries benefiting from strategic diversification in trade and investment, while others struggle with high debt levels and inflationary pressures.
In 2025, geopolitical tensions - including ongoing conflict in the Middle East and Ukraine, as well as the imposition of US trade tariffs averaging 19.5% on imports - created pockets of uncertainty that affected advertiser confidence in certain markets and periods. The concentration of digital advertising spend in walled gardens continued: Alphabet, Meta and Amazon collectively held 56.1% of global digital advertising spend (excluding China) according to WARC, creating ongoing competitive pressure on independent programmatic platforms. Notwithstanding these challenges, the Company delivered strong revenue growth, reflecting the quality of its inventory relationships, the effectiveness of its curation platform, and its ability to attract SPO-focused demand.
Looking ahead to 2026, global advertising spend is projected to reach $1.30 trillion (+9.1%, WARC), with programmatic continuing to take share. The Company expects to benefit from several structural tailwinds: the continued shift of linear TV budgets into CTV (where Magnite reported 32% CTV growth excluding political in Q4 2025 alone), the acceleration of AI-driven campaign optimisation, and the growing preference among buyers for transparent, curated supply paths on the open web. The Group also anticipates incremental revenues from the acquisition of Aryel S.r.l., completed in March 2026, which strengthens its creative and rich media capabilities. The directors remain confident in the Company’s ability to grow its revenue and market share in this environment, while continuing to invest prudently in technology and people.
Onetag Limited
Strategic Report for the Year Ended 31 December 2025 (continued)
Approved and authorised by the
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Onetag 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 of the company
The directors who held office during the year were as follows:
The following director was appointed after the year end:
Dividends
The directors have not recommended a dividend.
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Reappointment of auditors
The Company has appointed Rostance Edwards Ltd, Statutory Auditors, as our auditors for the period, in accordance with Section 485 of the Companies Act 2006.
Approved and authorised by the
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Onetag Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report 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). 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:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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.
Onetag Limited
Independent Auditor's Report to the Members of Onetag Limited
Opinion
We have audited the financial statements of Onetag Limited (the 'company) for the year ended 31 December 2025, which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and 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 auditor responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
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.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.
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 other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information. 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.
Onetag Limited
Independent Auditor's Report to the Members of Onetag Limited
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and 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 our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
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. |
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the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report. |
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Onetag Limited
Independent Auditor's Report to the Members of Onetag Limited
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:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
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the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
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we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the business sector; |
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we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation; |
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we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
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identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
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We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
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making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; |
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considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
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To address the risk of fraud through management bias and override of controls, we: |
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performed analytical procedures to identify any unusual or unexpected relationships; |
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tested journal entries to identify unusual transactions; |
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assessed whether judgements and assumptions made in determining the accounting estimates identified as critical were indicative of potential bias; |
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investigated the rationale behind significant or unusual transactions. |
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In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
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agreeing financial statement disclosures to underlying supporting documentation; |
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reading the minutes of meetings of those charged with governance; |
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enquiring of management as to actual and potential litigation and claims; |
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reviewing correspondence with HMRC, relevant regulators and the company's legal advisors. |
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There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
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Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Onetag Limited
Independent Auditor's Report to the Members of Onetag Limited
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. |
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. |
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Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. |
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
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For and on behalf of
Hayes Way
Cannock
Staffordshire
WS11 7LT
Onetag Limited
Profit and Loss Account for the Year Ended 31 December 2025
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Note |
2025 |
2024 |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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Administrative expenses |
( |
( |
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Operating profit |
17,596,156 |
12,174,855 |
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Other interest receivable and similar income |
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Interest payable and similar expenses |
( |
( |
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(375,336) |
8,829 |
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Profit before tax |
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Tax on profit |
( |
( |
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Profit for the financial year |
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The above results were derived from continuing operations.
The Company has no recognised gains or losses for the year other than the results above.
Onetag Limited
Statement of Comprehensive Income for the Year Ended 31 December 2025
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2025 |
2024 |
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Profit for the year |
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Total comprehensive income for the year |
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Onetag Limited
(Registration number: 09905190)
Balance Sheet as at 31 December 2025
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Note |
2025 |
2024 |
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Fixed assets |
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Tangible assets |
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Current assets |
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Debtors |
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Other financial assets |
29,753 |
- |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Net assets |
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Capital and reserves |
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Called up share capital |
1,000 |
1,000 |
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Retained earnings |
17,818,741 |
12,249,017 |
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Shareholders' funds |
17,819,741 |
12,250,017 |
Approved and authorised by the
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Onetag Limited
Statement of Changes in Equity for the Year Ended 31 December 2025
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Share capital |
Retained earnings |
Total |
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At 1 January 2024 |
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Profit for the year |
- |
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Dividends |
- |
( |
( |
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At 31 December 2024 |
1,000 |
12,249,017 |
12,250,017 |
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Share capital |
Retained earnings |
Total |
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At 1 January 2025 |
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Profit for the year |
- |
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Dividends |
- |
( |
( |
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At 31 December 2025 |
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Onetag Limited
Statement of Cash Flows for the Year Ended 31 December 2025
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Note |
2025 |
2024 |
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Cash flows from operating activities |
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Profit for the year |
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Adjustments to cash flows from non-cash items |
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Depreciation and amortisation |
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Loss on disposal of tangible assets |
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- |
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Finance income |
( |
( |
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Finance costs |
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- |
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Income tax expense |
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Working capital adjustments |
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Decrease/(increase) in debtors |
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( |
|
|
Increase in other financial instruments |
(29,753) |
- |
|
|
Increase in trade creditors |
|
|
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
- |
|
|
Net cash flows from investing activities |
|
|
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
- |
|
|
Dividends paid |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net increase/(decrease) in cash and cash equivalents |
|
( |
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
8,205,172 |
4,226,136 |
|
Onetag Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
|
General information |
The Company is a private Company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
England
These financial statements were authorised for issue by the
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Onetag Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
2 Accounting policies (continued)
Judgements and key sources of estimation uncertainty
In the application of the Company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both future and current periods. |
There are no accounting estimate or judgements that directors believe require disclosing. |
Revenue recognition
The total volume of spending between buyers and sellers on our platform is referred to as advertising spend. We keep a percentage of that advertising spend as a fee, and remit the remainder to the seller. The fee that we retain from the gross advertising spend on our platform is recognised as revenue. The fee earned on each transaction is based on the pre-existing agreement we have with the seller and the clearing price of the winning bid. We recognise revenue upon fulfilment of our performance obligation to a client, which occurs at the point in time an ad renders and is counted as a paid impression, subject to a contract existing with the client and a fixed or determinable transaction price. Performance obligations for all transactions are satisfied, and the corresponding revenue is recognised, at a distinct point in time. We have no arrangements with multiple performance obligations. We consider the following when determining if a contract exists:
(i) contract approval by all parties,
(ii) identification of each party’s rights regarding the goods or services to be transferred,
(iii) specified payment terms,
(iv) commercial substance of the contract, and
(v) collectability of substantially all of the consideration is probable.
The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether we are acting as the principal or an agent in the transaction. In determining whether we are acting as the principal or an agent, we followed the accounting guidance for principal-agent considerations.
Making such determinations involves judgment and is based on an evaluation of the terms of each arrangement, none of which are considered presumptive or determinative. For the majority of transactions on our platform, we have determined that we do not act as the principal in the purchase and sale of digital advertising inventory because we are not the primary obligor as we do not have control of the digital advertising inventory and do not set prices agreed upon within the auction marketplace, and therefore we report revenue on a net basis.
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the Company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The Company recognises revenue when:
- the amount of revenue can be reliably measured;
- it is probable that future economic benefits will flow to the entity;
- and specific criteria have been met for each of the Company's activities.
Onetag Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
2 Accounting policies (continued)
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates taxable income.
Deferred tax
Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These 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 recognised on all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Computer equipment |
Over three years |
Onetag Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
2 Accounting policies (continued)
Investments
Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Accounts receivable are recorded at the invoiced amount, are unsecured, and do not bear interest. The allowance for doubtful accounts is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The allowance for doubtful accounts is determined based on historical collection experience and the review in each period of the status of the then outstanding accounts receivable, while taking into consideration current customer information, collection history, and other relevant data.
Trade creditors
Trade creditors are obligations to pay for services that have been acquired in the ordinary course of business from suppliers at the invoiced amount. Accounts payable are classified as current liabilities if the Company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the Company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Onetag Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Financial Instruments
Basic financial instruments
Recognition and measurement
The Company enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and loans from banks. Debt instruments (other than those wholly repayable or receivable within one year), including loans and account receivables and payables, are initially measured at the transaction price (adjusted for transaction cost) and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangement constitutes a financing transaction, such as a trade debtor or creditor on extended credit terms, initial measurement is at the present value of future cash flows discounted at a market rate of interest. Subsequent measurement is at amortised cost.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If such evidence is identified, an impairment loss is recognised in the statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between carrying amount and the present value of estimated cash flows discounted at the original effective interest rate. If the financial instrument has a variable interest rate the currently effective rate under the contract is used.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset’s carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset, and the net amount reported in the statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. At present, the Company has not offset any items.
Derecognition
A financial asset is derecognised only when:
• the contractual rights to the cash flows from the financial asset expire or are settled; or
• substantially all of the risks and rewards of ownership of the financial asset have been transferred to another party; or
• when despite having retained some, but not substantially all, risks and rewards of ownership, control of the asset has been transferred to another party and the other party has the practical ability to sell the asset in its entirety to an unrelated third party and is able to exercise that ability unilaterally and without needing to impose additional restrictions on the transfer. In this case, the Company derecognises the asset and recognises separately any rights and obligations retained or created in the transfer.
Onetag Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
A financial liability is derecognised when the contract that gives rise to it is settled, sold, cancelled, or expires. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such as an exchange or modification, this is treated as a derecognition of the original liability, such that the difference in the respective carrying amounts together with any costs or fees incurred are recognised in profit or loss.
Non-basic financial instruments
At present the Company does not have any non-basic financial instruments.
|
Turnover |
The analysis of the company's turnover for the year from continuing operations is as follows:
|
2025 |
2024 |
|
|
Sale of goods |
|
|
|
Rendering of services |
|
|
|
Other revenue |
- |
|
|
|
|
The analysis of the company's turnover for the year by market is as follows:
|
2025 |
2024 |
|
|
UK |
|
|
|
Europe |
|
|
|
USA |
12,108,544 |
9,316,738 |
|
Rest of world |
- |
|
|
|
|
|
Other gains and losses |
The analysis of the company's other gains and losses for the year is as follows:
|
2025 |
2024 |
|
|
Loss on disposal of tangible assets |
( |
- |
Onetag Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
|
Operating profit |
Arrived at after charging/(crediting)
|
2025 |
2024 |
|
|
Depreciation expense |
|
|
|
Foreign exchange losses |
|
|
|
Operating lease expense - property |
|
|
|
Loss on disposal of property, plant and equipment |
|
- |
|
Other interest receivable and similar income |
|
2025 |
2024 |
|
|
Interest income on financial assets |
|
- |
|
Interest income on bank deposits |
|
|
|
|
|
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest expense on other finance liabilities |
|
- |
|
Foreign exchange gains |
|
|
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Other short-term employee benefits |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Other employee expense |
|
|
|
|
|
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
Onetag Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
|
2025 |
2024 |
|
|
Administration and support |
|
|
|
Sales |
|
|
|
Marketing |
|
|
|
Other departments |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
810,059 |
578,361 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2025 |
2024 |
|
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Company contributions to money purchase pension schemes |
|
|
Directors’ Benefits: Advances, credits and guarantees
In the previous year, the company made interest-free advances to 2 directors amounting to €1,048,580 (£864,465), which are still outstanding at the year end totalling €1,048,580 (£914,251). These are repayable on the Sale of the G shares of the Holding Company which the loan has been used to purchase.
The key management of the company are the same as the directors.
|
Auditors' remuneration |
|
2025 |
2024 |
|
|
Audit of the financial statements |
|
|
Onetag Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
|
Taxation |
Tax charged/(credited) in the profit and loss account
|
2025 |
2024 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
The tax on profit before tax for the year is higher than the effective rate of corporation tax in the UK of
|
2025 |
2024 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Tax increase/(decrease) from effect of capital allowances and depreciation |
|
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Total tax charge |
|
|
Onetag Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
|
Tangible assets |
|
Office equipment |
Total |
|
|
Cost or valuation |
||
|
At 1 January 2025 |
|
|
|
Additions |
|
|
|
Disposals |
( |
( |
|
At 31 December 2025 |
|
|
|
Depreciation |
||
|
At 1 January 2025 |
|
|
|
Charge for the year |
|
|
|
Eliminated on disposal |
( |
( |
|
At 31 December 2025 |
|
|
|
Carrying amount |
||
|
At 31 December 2025 |
|
|
|
At 31 December 2024 |
|
|
|
Other financial assets (current and non-current) |
|
Derivatives used for hedging |
Total |
|
|
Current financial assets |
||
|
Cost or valuation |
||
|
Additions |
29,753 |
29,753 |
|
At 31 December 2025 |
29,753 |
29,753 |
|
Impairment |
||
|
Carrying amount |
||
|
At 31 December 2025 |
|
29,753 |
Onetag Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
|
Debtors |
|
Current |
2025 |
2024 |
|
Trade debtors |
|
|
|
Other debtors |
|
|
|
Prepayments |
|
|
|
Accrued income |
|
|
|
Corporation tax asset |
|
- |
|
|
|
Amounts owed by group undertakings are interest free and payable on demand.
|
Cash and cash equivalents |
|
2025 |
2024 |
|
|
Cash at bank |
|
|
|
Creditors |
|
Note |
2025 |
2024 |
|
|
Due within one year |
|||
|
Trade creditors |
|
|
|
|
Amounts due to group undertakings |
|
|
|
|
Social security and other taxes |
|
|
|
|
Outstanding defined contribution pension costs |
|
|
|
|
Other payables |
|
|
|
|
Accruals |
|
|
|
|
Taxation liability |
373,287 |
2,443,940 |
|
|
|
|
The amounts owed to group undertakings are interest free and payable on demand.
|
Pension and other schemes |
Defined contribution pension scheme
The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £
Contributions totalling £
Onetag Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
1,000 |
|
1,000 |
Ordinary shares have the full rights to vote and receive dividends and distributions.
|
Obligations under leases and hire purchase contracts |
Operating leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
|
Share-based payments |
UK employees acquired G shares at Fair market value (FMV) determined by a third party and then retain and benefit from potential shares sale in the Ultimate Parent Company after a period of time and a minimum 2.5x return on investment has been met for the other investors of the Parent.
For UK employees to acquire the G shares, they have been provided an interest free loan from their employing company to facilitate a cash-settlement.
The G Shares have a reverse vesting period of four years commencing on the date that the subscriber became an employee of the Parent Company or any Group Company.
25% of the G shares shall vest on the first anniversary of the commencement of the Vesting Period, and after the first anniversary of the commencement of the Vesting Period, one eighth of the subscription shares shall vest every six months for the remainder of the vesting period. Such that on the fourth anniversary of the commencement of the Vesting Period, 100% of the Subcription Shares shall be Vested.
At 31 December 2025 there were 114,996 G shares of the Ultimate Parent Company subscribed by 4 employees.
Onetag Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
The movements in the number of share options during the year were as follows:
|
2025 |
2024 |
|
|
Outstanding, start of period |
- |
- |
|
Granted during the period |
- |
|
|
Exercised during the period |
- |
( |
|
Outstanding, end of period |
- |
- |
|
|
||
The movements in the weighted average exercise price of share options during the year were as follows:
|
2025 |
2024 |
|
|
Outstanding, start of period |
- |
- |
|
Granted during the period |
- |
|
|
Exercised during the period |
- |
( |
|
Outstanding, end of period |
- |
- |
|
|
||
The total Subscrition Price (FMV determined by a third party) of the Shares is €0 (2024 - €1,149,960).
No shares have been forfeited or have expired during the financial reporting period (2024 - Nil)
No expense has been recognised to the profit and loss for the period as a result of the above.
|
Dividends |
Interim dividends paid
|
2025 |
2024 |
|||
|
Interim dividend of £ |
|
|
||
|
Analysis of changes in net debt |
|
At 1 January 2025 |
Cash flows of the entity |
At 31 December 2025 |
|
|
Cash and cash equivalents |
|||
|
Cash |
4,226,136 |
3,979,036 |
8,205,172 |
|
Borrowings |
|||
|
Short term borrowings |
(948,880) |
(132,411) |
(1,081,291) |
|
|
|
|
|
|
|
|||
Onetag Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
|
Controlling parties |
The company's immediate parent company is Onetag S.r.l. of Corso Italia 22, 20122, Milano MI Italy a company registered in Italy.
The ultimate parent company is Onetag Holding S.p.A. of Corso Italia 22, 20122, Milano MI Italy, a company registered in Italy. No single individual controls Onetag Holding S.p.A.
The largest and smallest group for which group accounts are prepared is Onetag Holding S.p.A.
Copies of the group financial statements which include Onetag Ltd can be obtained from C.C.I.A.A. di Milano Monza Brianza Lodi, Via Meravigli, 9/11, Italy.
24 Related Parties
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.