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Registered number: 09024313
DIGITAL GENIUS LIMITED
UNAUDITED
ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
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DIGITAL GENIUS LIMITED
CONTENTS
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Notes to the financial statements
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DIGITAL GENIUS LIMITED
REGISTERED NUMBER: 09024313
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The directors consider that the company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for:
(a) ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b) preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.
Page 1
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DIGITAL GENIUS LIMITED
REGISTERED NUMBER: 09024313
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 3 to 8 form part of these financial statements.
Page 2
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DIGITAL GENIUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Digital Genius Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the company information page.
The presentation currency of the financial statements is the Pound Sterling (£).
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
The financial statements have been prepared on the going concern basis. The company made a profit during the year and the director continue to support the company to meet its obligations as they become due, and that the company can continue in operational existence for a period of at least 12 months from the balance sheet date. Consequently, the director has concluded that it is appropriate to prepare the annual financial statements on a going concern basis.
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Preparation of consolidated financial statements
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The financial statements contain information about Digital Genius Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.
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Key source of estimation, uncertainty and judgement
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The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgement that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of turnover and expenses during the reporting period.
There is estimation uncertainty in calculating bad debt provisions. A full line by line review of trade debtors is carried out at the end of each month. Whilst every attempt is made to ensure that the bad debt provisions are as accurate as possible, there remains a risk that the provisions do not match the level of debts which ultimately prove to be uncollectable.
Share based payments have been made to employees of the company. The fair value of any vested share options is recognised in the profit and loss account. The fair value of share options is estimated using the Black-Scholes model. The fair value of the ordinary shares in issue at the date of granting the options is used as an input to the model.
There have been no other significant judgements or estimates applied to the numbers contained within these financial statements.
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Page 3
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DIGITAL GENIUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Patents and licences are being amortised evenly over their estimated useful life of five years.
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Investments in subsidiaries
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Investment in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses.
Interest income is recognised in the profit and loss account using the effective interest method.
Finance costs are charged to the profit and loss account 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.
All borrowing costs are recognised in the profit and loss account in the year in which they are incurred.
Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.
Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.
Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.
Taxation for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.
Current or deferred taxation assets and liabilities are not discounted.
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Page 4
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DIGITAL GENIUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Expenditure on research and development is written off in the year in which it is incurred.
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each reporting 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 the period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account.
The company operates an equity-settled, compensation plan for the companies in the group. The fair value of the employees services received in exchange for the grant of the options is recognised as an expense in the company where the employees are based and a debit to the intercompany account in Digital Genius Limited, if the employees are not based in Digital Genius Limited. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each balance sheet date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the profit and loss account of the relevant company. The credit entry is posted to the share option reserve of Digital Genius Limited.
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The average monthly number of employees, including directors, during the year was 3 (2024: 3).
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Page 5
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DIGITAL GENIUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Investments in subsidiary companies
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At 1 January 2025 and 31 December 2025
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Page 6
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DIGITAL GENIUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Amounts owed by group undertakings
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Allotted, called up and fully paid
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4,428,092 Ordinary shares of £0.001 each
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25,196,401 Series A shares of £0.001 each
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Related party disclosures
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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.
Page 7
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DIGITAL GENIUS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Share-based payment transactions
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The company operates an EMI qualifying share option scheme for the employees of its subsidiary. As of the date of the balance sheet, the company had granted 15,174,780 (2024:11,901,317) EMI qualifying share options to employees of one of its subsidiary companies with valuations ranging from £0.001 to £0.72 per share. Share options are vested over 4 years from the grant date.
The company also operates an unapproved share option scheme for the advisers of its subsidiary and had granted £715,320 (2024: £49,137) share options to advisers of this subsidiary with a valuation of £0.72 per share. Share options vest over a 4 year period from the date of grant with a 12 month cliff.
Page 8
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