Final Results

Financial and operating highlights

• 2023 revenue of US$65 million (2022: US$74.9 million)
• Annual adjusted EBITDA(1) loss of US$0.4 million (2022: US$3.6 million adjusted EBITDA profit)
• Average 2023 global monthly downloads of 121.9 million, up 4% on 2022 (117.1 million)
• Average 2023 monthly brand advertiser count of 7,727 up 47% on 2022 (5,257)
• 2023 eCPM (revenue per 1,000 downloads) of US$45 (2022: US$52.88)
• Group cash at year end of US$3.7 million (31 December 2022: US$8.1 million), with a further US$1.8 million available via an undrawn overdraft
• The Company anticipates record revenue in 2024 and a return to adjusted EBITDA profitability
• Q1 2024 trading update (announced today) details further revenue growth, adjusted EBITDA profitability and record Q1 eCPM and brand count

Key commercial developments

• Continued strong growth of Showcase, our global advertising marketplace. Revenue from Showcase in 2023 was more than 35% greater than in 2022 and is now contributing more than 23% to Group revenue (up from 15% in 2022)
• Positive development of our newly launched brand advertising unit, increasing our customer base with new early-stage commercial partnerships at 8 of the top 15 biggest US advertising agencies
• Expansion of our creator network through new tier one content partnerships, including Matt & Shane's Secret Podcast, The Why Files, The Broski Report, Heart Starts Pounding, Your Mom & Dad, Girls Next Level, Myths & Legends, and Out of the Pods
• Reduction of more than US$2 million of annual minimum guarantee obligations beginning 1 January 2024 through the successful re-structuring of creator partnerships, with further reductions to our minimum guarantee exposure expected throughout 2024
• Significant expansion of advertising inventory made available to customers, with October 2023 achieving the milestone of one billion available advertising impressions. Audioboom now creates more than eight advertising slots per episode download, positioning the Company to capture maximum available advertiser demand
• Successful launch of AdVet, a new proprietary tool for our creators that reduces advertising booking times by more than 60% and optimises Audioboom's win-rate of brand budgets

Post year-end highlights

• Record audience reach achieved in January 2024, with more than 38.6 million unique listeners consuming podcasts through the Audioboom platform
• Record revenue from Showcase, our global advertising marketplace, in March 2024 reflects the Company's continued progress in building key advertising technology
• Record advertising inventory levels, with more than 1.1 billion impressions being made available to customers in March 2024, a 10% increase on the previously announced record from October 2023 (1 billion)
• Audioboom climbed the February 2024 Triton Digital podcast ranker for audience reach, and is now the fourth biggest publisher in the US - the world's largest podcast market
• Audioboom achieved a record level of podcasts in the January 2024 Triton Digital podcast ranker, with the Company publishing 14 of the top 100 US shows
• Successful renewal of contracts with top tier podcasts in the Audioboom Creator Network, including The Tim Dillon Show, True Crime Obsessed, I Think Not, Crime Weekly, and Real Ghost Stories. These podcasts contribute more than 90 million downloads to the network on an annual basis
• Further expansion of the Audioboom Creator Network through the signing of new shows including: Pretty X Unfiltered, Soder, BDA with Katherine Schwarzenegger, Omnibus, Do We Know Them?, and George Conway Explains It All To Sarah Longwell. These shows are expected to deliver more than 4 million downloads to the network each month
• Reduction of a further US$3 million of annual minimum guarantee obligations through the successful re-structuring of creator partnerships
• The expansion of Audioboom's executive team, with the hiring of Molly Harvey as Vice President of Brand Sales (formerly of SiriusXM and CBS Radio), and Shaun Wilson as Vice President of UK Sales (formerly of Spotify and Sony Entertainment). These roles will focus on the expansion of Audioboom's brand sales business
• The Company has currently contracted revenue of more than US$55.0 million for 2024, through advance advertising bookings

CHAIRMAN'S STATEMENT

I am pleased to introduce these annual results which reflect upon the Company's resilience and on-going operational improvements during a challenging 2023, and which highlight the return to growth achieved in the final quarter of the year that has carried on into the start of 2024.

Whilst it is naturally disappointing to report lower annual revenue and an adjusted EBITDA loss for the period, the resilience of the business model in a soft advertising market, constrained by macro economic headwinds, was illustrated by further growth across certain KPIs and operational areas of focus. This growth has once again led to increased market share and reinforced the Company's position as one of the world's largest independent podcast companies in an industry that continues its rapid maturity into mainstream media.

The Board is confident that the business is fully primed for further growth across 2024, with record annual revenues forecast, together with a return to sustained EBITDA profitability.

In his CEO Review, Stuart Last provides further detail around the Company's strategy and focus, component parts of the business, operational and financial performance, the start to 2024 and the outlook for the future.

I would like to take this opportunity to thank the entire Audioboom team for their continuing professionalism and commitment, and also to thank our shareholders and partners for their loyalty and vision in supporting Audioboom as it continues to grow.

Michael Tobin OBE

Chairman

CHIEF EXECUTIVE OFFICER'S REVIEW

Introduction

2023 will be defined as a year of operational improvements and enhancements to the Audioboom business model which were recognised in Q4 through a return to year-on-year top-line growth, a return to adjusted EBITDA positivity, and a return to cash generation. Our full-year financial performance was down on the prior year, impacted by further deterioration of the advertising market that first began in mid-2022 and continued throughout the summer of 2023 with our customers continuing to reduce their marketing budgets.

Early in the year we identified key areas of the business where enhancements would increase our resilience to the weaker market and enable the near-term capture of maximum revenue despite worsening conditions, as well as structural improvements that would position us to optimise our monetisation once headwinds eased in the medium to long-term. Key improvements, which I examine in more detail later in this report, include the launch of a new brand advertising revenue unit, a drive to accelerate ad inventory generation, bolstering of our Showcase global marketplace, and the restructuring of creator contracts on more favourable terms.

We continued to progress our mission to power podcasting for creators in 2023 - launching new technology, tools and services for our podcast partners. We consolidated our position as the leading global independent podcast publisher, as well as the leading global pure-play podcast publisher.

We are confident the momentum we saw in the final quarter of 2023 will continue, delivering further growth and record revenue performance in 2024. The advancements we made to the business will drive this progress, and I believe there is further upside potential as the advertising market looks to makes its initial steps in recovery. Sentiment within the advertising community has been positive in the early part of the year - and we are encouraged by the more than US$55m of advertising revenue booked for the year at this point. I am pleased to provide a more detailed update on 2024 later in this report.

Strategy

Audioboom powers podcasting. Our platform connects the world's best podcast content with advertisers, and then distributes it to audiences globally. We are an indispensable component in podcasting's 3-sided marketplace of audience, advertiser and creator. Each is important to the successful growth of the medium individually - but they require Audioboom at the centre to connect them all, to ensure they operate effectively and to extract maximum value for all.

The Audioboom platform is efficient and scalable. Today it handles more than 8,000 content channels, 8,000+ advertisers, and receives more than 130 million episode downloads monthly by a unique audience of more than 38 million.

Our growth strategy continues to focus on the expansion of the Audioboom Creator Network where we platform the world's leading podcasts. We develop technology and commercial productions to optimise the value of that content.

Audioboom has developed three clearly differentiated advertising products to support this content growth:

- Premium Advertising, in which leading podcast hosts endorse products and brands to their engaged audience natively within their shows. These ads drive actions in the form of attributable product sales or awareness. This advertising product is highly effective - the combination of trusted influencers, engaged audiences, and third-party attribution data - and enables campaigns to be sold at a premium price point. Our Premium ad product - sold exclusively by our in-house sales teams in the UK and the US - is a key driver of revenue for the business, contributing more than 55% to our top-line in 2023.

- Showcase is our automated tech-driven marketplace which launched in 2021 and is focused on optimising revenue by monetising back catalogue content and unfilled premium inventory via Dynamic Ad Insertion (DAI). Our ad tech consolidates the large supply of advertising inventory we create and exposes it to a portfolio of demand channels which include international monetisation partners, a self-serve campaign booking platform, and a programmatic ecosystem of more than 40 established demand-side platforms (DSPs) used by the biggest advertising buyers in the world. 2023 was a very successful year for Showcase - 7 billion advertising impressions were made available in the marketplace (up from 4 billion in 2022), it delivered more than 35% revenue growth, and contributed 23% of the Group's revenue (vs 15% in the prior year).

• Sonic is our brand platform focused on providing tools and services directly to podcast advertisers. The platform enables brands to execute high-value advertising campaigns across the world's biggest podcasts, and provides partners with market-leading insights and ROI data. Sonic has been a key pillar of Audioboom for the past 4 years, and now contributes 22% to Group revenue.

Operating Review

Key Performance Indicators

• Average monthly brand advertiser count of 7,727 in 2023, up 47% on 2022 (5,257)

Brand advertiser count measures Audioboom's active customers across our advertising products. Key drivers of this KPI growth include: expansion of Showcase marketplace; addition of new content genres to widen brand appeal; development of relationships with new brands and agencies; overall market growth and expansion of brands advertising in podcasts.

• e-CPM (revenue per 1,000 downloads) in 2023 of US$45 (2022: US$$52.88)

e-CPM is a measure of the value we extract from every 1,000 downloads on the platform, and how we optimise the supply of available advertising inventory. Growth drivers for this KPI include: increasing fill rates; increasing pricing; increased use of AdRip inventory creation tool; contracting of back-fill inventory in new and renewal partnership agreements. e-CPM was negatively impacted during 2023 by continued deterioration of the advertising market, but corrected course in Q4 where the e-CPM reached US$58.82.

• Average monthly downloads in 2023 up 4% to 121.9 million (117.1 million in 2022)

Global monthly downloads is an industry standard metric. It is a measure for the scale of our platform, and enables accurate comparisons to be drawn with our competitors. This data point is measured using the Interactive Advertising Bureau's most recent Podcast Measurement Standard and is verified by Triton Digital - a leader in audio measurement. In September 2023, Apple's iOS17 update removed automatic downloading of back-catalogue content, negatively impacting downloads across the industry by an average of 32%. This change in consumption data will provide long-term revenue upside opportunities due to the increased return-on-investment brands advertising in podcasting will see through more accurate audience data.

Operational Improvements

Brand Advertising Unit Launch

Podcasting's growth between 2015 and 2022 was strongly fuelled by direct response or performance marketing advertisers. These brands are characterised as smaller, direct-to-consumer businesses, in growth mode who are disrupting their sectors. Utilising trusted, influential podcast hosts with loyal, engaged fan-bases to endorse their product enables these brands to deliver strong ROI (return on investment), with product sales measured through promotional codes, vanity URLs and attribution technology. Early in the advertising market downturn it became clear that these brands were deeply impacted by the macro environment, with most cutting back their marketing budgets and many exiting the podcast space completely.

Audioboom identified the need to expand its customer base beyond these direct response advertisers, and launched a new sales unit focused on building partnerships with brand advertisers. Brand advertisers are more established businesses, often operating globally. Their advertising strategy is geared towards generating awareness of their brand rather than being a direct sales channel, and they are more resilient to economic changes.

Initial traction from the brand awareness unit can be seen in early-stage partnerships at 8 of the top 15 digital ad agencies in the US, and I expect continued customer development through this initiative in 2024.

Audioboom Creator Network

Audioboom successfully expanded its creator network in 2023, achieving record monthly consumption (global downloads KPI) and set a new record audience reach of more than 38 million unique monthly listeners. As a result of this growth Audioboom recorded its highest positions on both Edison Research and Triton Digital's podcast publisher rankers during the year.

The network development environment remains very competitive with the majority of top tier creator partnerships being brokered by the Hollywood talent agencies (UTA, WME, CAA) and requiring guaranteed financial packages to secure commercial rights to these podcasts. Audioboom has focused on utilising the value of its core services, including marketing, distribution, technology and production, to ensure financial commitments to creators are kept at a minimal level while remaining competitive.

Across 2023 we formed exclusive new partnerships with top tier podcasts including Matt & Shane's Secret Podcast, The Why Files, The Broski Report, Heart Starts Pounding, Your Mom & Dad, Girls Next Level, Myths & Legends, and Out of the Pods.

Inventory Exploitation

Beginning in early 2023, the Company began an initiative designed to maximise the value of our content through heightened extraction of advertising inventory, in order to combat the weakening ad market. This piece of work involved the restructuring of contracts with creators, further roll-out of our proprietary AdRip inventory creation tool, a re-education process for our 8,000 creators, and the focused development of our ad tech marketplace. In 2022 we created 5.3 available advertising impressions from each download - or to put it another way, each podcast episode averaged 5.3 ad breaks. By December 2023 we had increased this number to 8 - a significant 51% increase in the level of inventory our platform creates. In October 2023 we achieved the milestone of making 1 billion advertising impressions available for buyers.

Audioboom Studios

In early 2023, we restructured our production arm, refocusing it as a production-as-a-service unit in order to align its function with our wider creator-first business. Previously, Audioboom Studios had focused on developing original content in the US and the UK. This development and production process involved upfront investment, marketing costs, and a significant lag-time before revenue could be realised. Additionally between 2020 and 2022, as a result of the Covid-19 pandemic, more than 2 million new podcasts were launched making competition for listeners more challenging and raising the costs of audience acquisition.

In its new production-as-a-service form, Audioboom Studios is able to meaningfully support the work of our creators. It is often a differentiator in our partnerships with top tier talent, enabling us to secure new podcasts to the network, develop more equitable relationships, and operate contracts on more favourable terms to the Company. In 2023 Audioboom Studios deepened its flagship production partnership with Formula 1, and will produce the official F1 podcasts until 2026.

Contract Restructuring

As previously noted, acquiring top tier podcasts for the network requires a commitment to provide the creator with a minimum revenue guarantee. During the advertising market downturn, lower sales resulted in Audioboom needing to utilise its share of ad revenue to satisfy a small number of podcaster minimum guarantees. This impacted the Company's gross margin on those shows. In order to reduce this risk should the weaker market persist, as well as improve our gross margin, a number of podcaster contracts were restructured during the year and we have removed more than US$5 million of minimum guarantee obligations for 2024.

Additionally, we increased the Audioboom share of revenue in new podcaster deals signed in 2023. This has led to an improvement in our total contracted revenue share across the Company to 24% - up from 20% in 2022.

These key changes have dramatically improved the operational health of the business, ensuring that we continue to grow and setting us up to capture maximum value from our platform. This work has already positively impacted our performance, returning us to year-on-year revenue growth in Q4, delivering the strongest revenue quarter since early 2022, returning us to adjusted EBITDA positivity, and generating positive cash once again. These initiatives will deliver further benefits in 2024 where we are focused on a record annual performance.

Overview of the Market

Podcasting continues on its path of structural growth despite negative headlines in 2023 that focused on unsuccessful acquisitions and investments in the space from large media companies. This structural industry growth is driven by increases in audience numbers and audience engagement levels. People love podcasting and that is highlighted in key data points1;

• The number of podcast listeners in the US increased by 47% between 2019 and 2023
• Podcast listeners increased the time they spend listening to podcasts during that time-frame by 50%
• This results in total consumption of podcasts increasing by 120% over the past 4 years.

This significant jump in consumption - and therefore revenue opportunity including sales of advertising inventory - is set to play out with a quadrupling of podcasting's Total Addressable Market (TAM) between now and 20302. In 2023, the global podcast industry TAM was $4 billion. By 2030 this is set to rise to $16 billion, providing generational opportunity for businesses such as Audioboom who are primed to capture a share of this value.

Audioboom's position amongst the world's leading podcast businesses is highlighted by three trusted measurement services - Triton Digital's Podcast Reports, Podtrac's Podcast Ranker, and Edison's Top Podcast Networks chart:

• In Edison Research's list of largest podcast networks, Audioboom ranks as 5th for 2023, only beaten by Spotify, SiriusXM, Amazon and iHeartMedia. Edison's list is the only ranker that measures all podcast companies.
• In Triton Digital's US ranker Audioboom is currently the fourth largest publisher in terms of unique audience reach
• Audioboom would rank as the second largest podcast publisher if the Company opted-in to Podtrac's industry ranker, on both metrics - US unique audience and global monthly downloads.

2023 saw a very low level of M&A and investment activity across the industry. There were no notable acquisitions in the space, with the only noteworthy transaction involving the public listing of Podcast One in September 2023, now trading on Nasdaq.

We are confident that the structural growth of the medium and the sharp increase of the Total Addressable Market will lead to M&A activity reigniting during the next 12 months. Audioboom's business model, structure and performance continues to provide strong optionality on our future path. Our global scale and ownership of technology and commercial services will make us an attractive proposition for major media or technology businesses looking to fast-track a leadership position in podcasting. Alternatively, our business model sees us set for continued growth and a strong future as the leading independent player in the space. As always, the Board will continue to strive to deliver maximum shareholder value.

1Source: Edison Research Infinite Dial study 2024

2Source: Grand View Research, Podcast Market Size, Share, Trends & Growth Report 2030

Financial Review

Total revenue for 2023 of US$65 million (2022: US$74.9 million) reflected a softer advertising market during the year and the loss of the Morbid podcast in May 2022. Faced with these challenges, the Company implemented many operational improvements and enhancements during the year and in Q4 2023 delivered revenue growth versus both Q3 2023 and Q4 2022, as well as delivering an adjusted EBITDA profit in Q4 2023. The impacts of a softer advertising market were seen specifically in the second and third quarters and it was testament to the Audioboom team that, despite these challenges, Q4 represented the highest revenue quarter since Q2 2022 at the start of the advertising market downturn.

In 2023, the Company recognised an adjusted EBITDA (earnings before interest, tax, depreciation, amortisation, share based payments, non-cash foreign exchange movements and before exceptional items, including the provision for, and losses on, two onerous contracts) loss of US$0.4 million (2022: adjusted EBITDA profit of US$3.6 million). Cash reduced year-on-year to US$3.7 million, however, Q4 saw a return to quarter-on-quarter cash generation, increasing from US$3.4 million at the end of Q3.

In 2023, as in the prior year, the vast majority of Group revenue (97%) was generated in the United States - which is the largest and most developed market for podcasting. There was exceptional growth once again in Showcase revenue, which was up 35% year on year, and Sonic Integrated Marketing increased its Group revenue contribution to 22%.

Group gross margin, excluding the impact of onerous contracts (described below), was 17% (2022: 19%). During the advertising market downturn, lower sales revenue resulted in the Company needing to utilise its share of advertising revenue to satisfy a small number of podcaster minimum guarantees which in turn impacted the gross margin recognised. This, combined with the increased revenue contribution of Sonic Integrated Marketing, which recognised a 16% gross margin, led to the lower gross margin in 2023.

The Company continued to control overheads very well during the year and we continue to align staff globally to ensure that every employee contributes to the growth of the business. Despite inflationary pressures across the business, the Company was able to report opex (excluding interest, tax, depreciation, amortisation, share based payments, non-cash foreign exchange movements and material one-off items) of US$10.4 million, slightly lower than in 2022 (US$10.6 million). We continue to monitor the cost base closely and align it to the Company's operational demands and this will continue into 2024 as we focus on areas that we believe can drive further revenue growth. The average headcount for 2023 was 39 and this is not expected to materially increase during 2024.

The total loss before tax for the year was US$16.8 million versus the prior year loss of US$0.4 million, mainly due to the US$7.4 million provision for the future estimated net loss of two onerous contracts and the US$5.1 million loss incurred on the two contracts in 2023. The ad rates that have been commanded, and the future ad rates that are likely to be commanded, are lower than those modelled when these contracts were signed, due to advertising markets being more challenging for longer than anticipated. In light of revenue growth being lower than projected at the previous reporting date, it is now assumed that it is unavoidable that the contracts will generate a net loss through to their conclusions in January and July 2025 respectively and as such have been recognised as onerous.

The Company saw a cash outflow from operating activities of US$4.5 million (2022: cash inflow of US$3.2 million), mainly due to softer ad market conditions and servicing of all partner minimum guarantee obligations. The Company continues to operate an extremely efficient working capital cycle which is now well established in terms of processes built and refined over the last six years. Debtor collections continue to be strong and, over the last four years, collections have averaged 95% of revenue recognised in the year. In 2023, debtor days of 81 are reported, 13 higher than the 68 reported in 2022, with the increase being due to the return to revenue growth in the final quarter of 2023. We continue to remain below our ongoing debtor day target of 90 days. The Company continues to incur very minimal bad debt write offs (US$0.1 million in 2023 and US$0.2 million in 2022) and average payable days increased to 68 in 2023 from 54 in 2022, again due to the return to revenue growth in Q4 which led to an increase in year-end partner payments that have been satisfied in Q1 2024.

The Company ended 2023 with cash of US$3.7 million. In addition, the Company had access to a US$1.9 million undrawn overdraft with HSBC. Therefore, the Company had access to circa US$5.6 million going into 2024, with the Company being fully funded for its current growth trajectory.

Outlook

2024 is set to be a record year for Audioboom, and - as I highlight in our Q1 2024 Trading Update, released today - we are perfectly positioned to achieve these goals after positive trading in the first 3 months of 2024 in which we delivered revenue of US$17.1 million (up 11% on Q1 2023: US$15.4 million) and adjusted EBITDA profit of US$0.1 million. I expect the revenue growth rate to accelerate through upcoming quarters, and EBITDA profit to grow accordingly.

I am buoyed by the US$55 million of advertising that we currently have booked for the year. This compares with the US$50 million booked at the same stage last year but, in relative terms, we are even further ahead, as in 2023 approximately US$7 million of advertising campaigns were cancelled between April and September due to ad market deterioration.

In 2024 our main investment will be into our sales operation, specifically the growth of our brand awareness team tasked with bringing a new group of blue-chip customers to Audiobooom. We recently announced the hiring of 2 key executives - Shaun Wilson, formerly of Sony Entertainment and Spotify, in the role of Head of UK Sales and Molly Harvey, formerly of SiriusXM and CBS Radio in the role of Vice President of Brand Sales.

Operationally 2024 has started well. In January we hit a new record user number with 38.6 million unique listeners downloading content from Audioboom. Our creator network continues to grow with recently announced new signings including Pretty X Unfiltered, Soder, BDA with Katherine Schwarzenegger, Omnibus, Do We Know Them? and George Conway Explains It All To Sarah Longwell expected to add more than 4 million downloads to the network each month. Our pipeline of new business remains strong, and we expect to convert this opportunity to new podcaster partnerships throughout the year.

We continue to focus on the core operational improvements we initiated last year. Alongside the growth of our brand advertising unit and expansion of our creator network, the upward momentum of Showcase, the further exploitation of advertising inventory levels, and the continued growth of our Sonic brand platform, we are forecasting record revenue in 2024.

Record revenue, combined with the improved podcaster revenue shares and removal of more than US$5 million of minimum guarantee obligations through contract restructuring, is expected to take us back to a position of EBITDA profitability for the full year and as a Board, look to the future with confidence.

We are committed to delivering these financial goals despite still operating in a weakened advertising market. Any meaningful recovery in the ad market would bring further upside.

Audioboom is building the world's leading podcasting business, and I am pleased with the start we have made in 2024. I look forward to the future with renewed confidence and would like to thank our creators, clients, customers and partners, as well as our incredibly talented Audioboom team and our supportive shareholders.

Stuart Last

Chief Executive Officer

AUDIOBOOM GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2023

All results for both periods are derived from continuing operations.

AUDIOBOOM GROUP PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2023

The accompanying accounting policies and notes form an integral part of these financial statements.

These financial statements for Audioboom Group plc (Jersey company registration number 85292), which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Cash Flow, the Consolidated Statement of Changes in Equity and related notes 1 to 22 were approved and authorised for issue by the Board of Directors on 12 April 2024 and were signed on its behalf by:

Brad Clarke

Chief Financial Officer

AUDIOBOOM GROUP PLC

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2023

Share premium

Issue cost reserve

The issue cost reserve arose from expenses incurred on share issues.

Reverse acquisition reserve

Foreign exchange translation reserve

Retained earnings

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

ACCOUNTING POLICIES

General information and basis of preparation

New and amended IFRS Accounting Standards that are effective for the current year

• IAS 8: Definition of Accounting Estimates (effective for periods commencing on or after 1 January 2023); and

New and revised IFRS Accounting Standards in issue but not yet effective

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

ACCOUNTING POLICIES (continued)

Key accounting policies

Going concern

The financial statements have been prepared on the going concern basis, which assumes that the Group will have sufficient funds to continue in operational existence for at least twelve months from the date of approval of the financial statements. The Group ended the year with access to US$3.7 million of cash and a US$1.8 million HSBC overdraft remaining available to draw down. The overdraft is subject to an annual renewal process and has a renewal date of 30 June 2024. At the date of this report, there is no indication that the HSBC overdraft will not be renewed, but should the HSBC overdraft not be renewed, then the Board believes that it would be able to obtain alternative financing options that can be called upon, if required. The Board's forecasts for the Group, including due consideration of the business forecasting a return to positive adjusted EBITDA in 2024, projected increase in revenues and cash utilisation of the Group and taking account of reasonably possible adverse changes in trading performance, including changes outside of expected trading performance, indicate that the Group will have sufficient cash and financing facilities available to continue in operational existence for the next 12 months from the date of approval of the financial statements and beyond. This includes considering those partner contracts that have minimum guarantees attached to them and assessing whether there will be any adverse effect should there be prolonged adverse trading performance. Based on the Board's forecasts, the Group considers that it will not require additional funding for the foreseeable future for the purposes of meeting its liabilities as and when they fall due. The Board believes that the Group is well placed to manage its business risks, and longer-term strategic objectives, successfully.

Revenue

l Sale of advertising: the value of goods and services is recognised on broadcast of the podcast

The Directors have considered the requirements of IFRS 15 in respect of multiple performance obligations within one contract and have not identified any such instances. There are no contracts which incorporate variable or contingent consideration.

The Group entities, Audioboom Limited and Sonic Influencer Marketing, are both considered to be the principal entity in terms of revenue recognition. The entities set or communicate the advertising pricing that is required to advertise on represented podcast content, contracts directly with the brand or agency to secure the advertising and confirms the date at which that advertising will be allocated. The entities are also responsible for invoicing and collecting payment from customers who have booked advertising slots and furthermore bear inventory risk associated with advertising slots acquired but not sold.

Content partner minimum revenue guarantees

In order to attract and retain leading podcast partners, the Group offers certain partners minimum revenue guarantees ("MG") over the life of the agreement between the parties. The MG offers guaranteed revenue over the life of the agreement in the form of monthly payments and/or an upfront advance payment, which is then recouped over the life of the agreement, thus reducing future expected payments proportionally. The MGs provided secure the right of access to future content and therefore the expenditure in relation to these guarantees is recognised over the term of the contract, as this is the period over which the content providers' obligations are discharged to the Group and accordingly the basis

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2022

ACCOUNTING POLICIES (continued)

on which the Group consumes the benefit of these obligations. In accordance with IFRS 9, no liability is recognised at the date of the contract as the MG relates to future performance obligations of the content provider.

Should a multi-year contract generate a revenue share that is lower than the MG in the initial stages of the contract but is expected to generate revenue share that is higher than the MG over the entire length of the contract, the payments made will be held as an asset on the balance sheet.

Foreign currency

Property, plant and equipment

Leases

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2023

ACCOUNTING POLICIES (continued)

Cash and cash equivalents

Basis of consolidation

Share based payments

Warrants

Current and deferred taxation

Deferred tax liabilities are generally recognised for all taxable temporary differences.

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2023

ACCOUNTING POLICIES (continued)

Financial Instruments

Financial assets

Financial liabilities

Equity instruments

Instruments classified as equity are measured at cost and are not remeasured subsequently.

Critical accounting judgements and key areas of estimation uncertainty

Minimum guarantees

The Group offers contracts of between one and three years to secure advertising representation of third party podcast partners. The contracts can include commitments to pay Minimum Guarantee (MGs) revenue shares over the contractual period to the third party. Should the revenue share generated not be above the MG contractual amount, the Group will need to true up the revenue share payments to the MG level. The Group continually assesses its exposure to onerous contracts by assessing contractual MGs (see note 18 for further detail on MGs contracted at the year end). There is an element of uncertainty with all contracts signed as they are based on future expected revenue generation and if the future performance does not meet expectations, it may result in a material cash outflow and the recognition of expected losses in the financial period in which the contract is considered to become onerous.

Onerous contract provisions

The Group continually assesses its exposure to onerous contracts by assessing contractual minimum guarantees versus future revenue and growth expectations. Should future revenue and growth expectations be lower than previously anticipated which take a partner contract into a loss-making scenario, a provision will be created using a range of growth scenarios to estimate the total estimated net loss of the contract. A weighted average of the different growth scenarios will be used as the performance of future advertising markets and the specific show under review can only be estimated at the balance sheet date. A weighted average cost of capital discount factor has been applied to future revenues to discount the provision to current value. The revenue, net loss and projected net loss of the contract are disaggregated within the consolidated statement of comprehensive income so that the specific impact of onerous contracts and provisions recognised in relation to them is clear to users of the financial statements. No other overheads or costs will be included in the provision assessment because the main cost of the contract is the revenue share owed to the partner. The onerous contract provision calculations are estimates and actual outcomes may be materially different to the value of provision estimated.

Share based compensation

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2023

ACCOUNTING POLICIES (continued)

Warrants

The Group has issued warrants to certain Directors and third parties. Warrants are measured at the fair value of the service provided with reference to comparable cash settled transactions or appropriate valuation methodologies at the date of grant, with the charge being recognised within the statement of comprehensive income over the period of service to which the grant relates.

IFRS 16: Leases

Bad debt provision

The Group creates a specific bad debt provision for all debtors which are over 365 days old and reviews all debtors on a continual basis, providing for any under 365 days which are not deemed to be recoverable. The Group utilises the expected credit loss model to calculate an appropriate bad debt provision, which incorporates an assessment of historical losses in deriving a provision to be recognised against the likelihood of future bad debt. Such an assessment requires the application of judgement, and bad debts may materially exceed the amount provided for at the reporting date.

Recognition and measurement of deferred tax assets

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2023

The Directors consider the Group to operate within one operating segment, content related revenue, and consequently expenditure and balance sheet analysis is not presented between subscription and advertising services.

Geographical information

The Group's revenue from external customers by geographical location is detailed below:

The Group invoiced three customers who each represented more than 10% of the reported revenue and in aggregate 37% of the total invoiced. The three customers are advertising agencies and represent a number of brands, thus reducing the customer concentration.

Operating profit for the period has been arrived at after charging the following:

Details of Directors' remuneration are set out in the Remuneration Committee Report in the Annual Report.

The Company has a US$1.8 million overdraft facility with HSBC and this was not utilised as at the date of this report.

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2023

TAXATION

Tax reconciliation

The taxation charge on the loss for the period differs from the amount computed by applying the corporation tax rate to the loss before tax for the following reasons:

The Group has carried forward UK losses amounting to US$40.8 million as of 31 December 2023 (2022: US$26.7 million). The gross amount of losses upon which the deferred tax asset has been recognised amounts to US$7.9 million (2022: US$17.9 million). This is based on expected utilisation of future taxable profits as estimated by the Directors. The deferred tax asset is expected to be utilised within five years. Refer to the Recognition and measurement of deferred tax assets accounting judgement detail in the accounting policies section for further disclosure.

There was a deferred tax liability of US$nil (2022: US$nil).

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2023

LOSS PER SHARE

IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings per share, or increase the loss per share. For a loss-making company with outstanding share options, the net loss per share would be decreased by the exercise of options. Therefore, as per IAS33:36, the anti-dilutive potential ordinary shares are disregarded in the calculation of diluted EPS.

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2023

PROPERTY, PLANT AND EQUIPMENT

Furniture &

Included in the Group's trade receivable balance are debtors with a carrying amount of US$2.1 million (2022: US$2.3 million) which are past due at the reporting date.

In addition, US$nil (2022: US$0.1 million) relates to deferred cost of sales relating to podcast partner contractual minimum guarantee payments. These are payments which were made to a podcast partner with a multi-year contract during the year due to revenue shares earned being lower than the contractual minimum guaranteed amount.

Accrued income carried forward into 2024, that will reverse fully in 2024, is US$0.4 million (2022: US$0.6 million).

As at 31 December 2023 the lifetime expected loss provision for trade receivables was:

As at 31 December 2022 the lifetime expected loss provision for trade receivables was:

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2023

RIGHT OF USE ASSET LEASES

Office Lease Total

US$'000

=========

Set out below are the carrying amounts of lease liabilities and the movements during the period:

The following are the amounts recognised in the statement of comprehensive income:

The Company recorded total cash outflows for leases of US$481,000 in 2022 (2022: $442,000).

The following are the total value of the commitments on an undiscounted basis:

RELATED PARTY TRANSACTIONS

Key management personnel remuneration

See the Remuneration Committee Report for details relating to key management personnel remuneration during the year. Key management during the year being Stuart Last, CEO and Brad Clarke, CFO.

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2023

SHARE-BASED PAYMENTS

The options outstanding at 31 December 2023 had a weighted average exercise price of £5.932, and an average remaining contractual life of 7 years. The inputs into the Black-Scholes model are as follows:

Expected volatility was determined by assessing the share price volatility from the current year. The Group recognised total expenses of US$2.807 million related to equity-settled share-based payment transactions for the year ended 31 December 2023 (31 December 2022: US$4.358 million).

At the period end, the Company had in issue outstanding share warrants for a total of 170,000 shares (2022: 170,000 shares) with a weighted average exercise price of £2.74 (2022: £2.74). All 170,000 (2022: 170,000) of the warrants were exercisable at the period end. Post period end 120,000 of the warrants have lapsed, with the remaining 50,000 warrants having an exercise price of £3.30.

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2023

CONTENT PARTNER MINIMUM GUARANTEES

As at 31 December 2023, US$nil (2022: US$0.1 million) is included within trade and other receivables and relates to deferred cost of sales relating to podcast partner contractual minimum guarantee payments.

As at 31 December 2023, of the US$33 million (2022: US$47.8 million) total minimum guarantee amount committed to expenditure, US$18.5 million (2022: US$29.9 million) relates to the two onerous contracts provided for detailed in note 19.

The amounts detailed below are undiscounted.

ONEROUS CONTRACT PROVISION

A provision has been recognised as at 31 December 2023 in relation to two partner contracts. As advertising markets have performed below the expectations previously modelled for these agreements, it is now assumed that it is unavoidable that the contracts will generate a loss through to their conclusion in January 2025 and July 2025 respectively. The contracts, which were both negotiated in early 2022 during buoyant podcast advertising market conditions, recorded a net loss of US$5.1 million in 2023 and in light of revenue growth being lower than projected at the previous reporting date it is considered likely that they will continue to be loss making through to their conclusion.

A provision has therefore been created for the estimated total contract loss with the trigger point being future revenue and growth assumptions for the shows being lowered due to the advertising markets being more challenging for longer than anticipated during 2023. Consequently, the ad rates that have been, and are likely to be, commanded for the contract are likely to be lower than those previously assumed.

In estimating the potential net loss of the contracts, high, medium and low growth projections have been used to estimate the total net loss of the contracts. The provision has been recognised as, even under the high growth scenario, it is estimated that the contracts will incur a net loss due to insufficient time and opportunity to derive sufficient revenue growth for the contracts to generate a profit before their expiration in January 2025 and July 2025 respectively. A weighted average of the different growth scenarios has been used as the performance of future advertising markets and the specific shows can only be estimated at the balance sheet date.

It has been deemed appropriate to disaggregate the revenue, net loss and provided for projected net loss of this contract within the consolidated statement of comprehensive income in order to detail revenue and gross margin which reflects the performance of the underlying business. No overheads or other costs have been included in the provision assessment because the main cost of the contract is the revenue share owed to the partner.

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2023

ONEROUS CONTRACT PROVISION (continued)

The following are the amounts recognised in the statement of comprehensive income:

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2023

FINANCIAL INSTRUMENTS

Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to meet their financial obligations as they arise while maximising the return to stakeholders. The capital structure of the Group consists of cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in the consolidated statement of changes in equity. As at the period end, the Group did not have any external borrowings and was not subject to externally imposed capital requirements. On 14 April 2022 the Company secured a £1.5 million overdraft with HSBC which remains undrawn.

Categories of financial instruments

Financial and market risk management objectives

Currency risk management

Interest rate risk management

Credit risk management

AUDIOBOOM GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 31 DECEMBER 2023

FINANCIAL INSTRUMENTS (continued)

The ageing of trade receivables (US$'000s) as at 31 December 2023 was:

Liquidity risk management

Fair value of financial instruments

POST BALANCE SHEET EVENTS

There are no post balance sheet events as at the date of this report.