THE ULTIMATE VIEWING EXPERIENCE
Products
Industry
Clients
2019
PB / Our produ cts
ANNUAL REPORTAND ACCOUNTS OUR YEAR
Executive Management
About Mirada
Our Products
Investor Insights
2
3
4
8
REVIEW OF THE YEAR
Highlights of the Year
11
CEO Statement
14
Strategic Report
18
CORPORATE GOVERNANCE
Directors´� Report 20
Audit Committee Report 26
Nominations and Remunerations Committee Report 27
FINANCIAL STATEMENTS
Statement of Directors´� Responsibilities 28
Independent Auditors´� Report 29
Consolidated Statement of Comprehensive Income 35
Consolidated Statement of Financial Position 36
Consolidated Statement of Changes in Equity 37
Consolidated Statement of Cash Flows 38
Notes to the Consolidated Financial Statements 39
Company Statement of Financial Position 68
Company Statement of Changes in Equity 69
Notes to the Company Financial Statements 70
Officers and Professional Advisers 76
1
EXECUTIVE MANAGEMENT
JOSÉ LUIS VÁZQUEZ
CEO
Founder and CEO of Mirada PLC
and the Chairman of Spanish
Association of Interactive
Technology Companies (AEDETI).
He holds a degree in Advanced
Telecommunications
Engineering and an MBA from
IESE Business School.
GONZALO BABÍO
CFO
Prior to joining Mirada in 2015
as the CFO, he worked as
Finance Director for both The
Walt Disney Company (10
years) and Electronic Arts (10
years). He holds an EMBA from
IESE Business School, among
other titles.
NURIA LAHUERTA
VP HUMAN RESOURCES
Nuria joined Mirada in 2011 as
Office Manager until finally
becoming VP Human Resources
and the first female to join
Executive Management. She
studied History of Art at Zaragoza
University and a Masters in
Innovative HR Management.
ANTONIO RODRÍGUEZ
VP BUSINESS DEVELOPMENT
He joined Mirada from Jazztel
PLC, where he held the roles of
Network Engineering Manager
and Telco Platforms and OSS
Manager. He holds a BSc in
Telecommunications
Engineering and an MBA from
IE Business School.
2 / Executive Ma nageme nt
JOSÉ GOZALBO
CTO
José has been CTO of Mirada
since its creation. He holds a
degree in Computer Science
and he has in depth
experience in Software
Development and Digital TV
markets.
JAVIER PEÑÍN
VP SALES
His previous experience
includes working at AUNA
during the launch of Spain’s first
digital cable TV platform. He
also worked as Senior Sales
Manager in Telefonica and as
Global Sales Manager at ADB.
BSc in Telecoms Engineering
and BMD from IESE.
ROSZANA DALATI
VP MARKETING
Roszana joined Mirada as
Marketing Manager before
forming part of Executive
Management in 2017. She holds
a degree in International
Relations and a Masters in
Strategic Management of Sales
& Marketing from IE Business
School.
ABOUT MIRADA
Mirada PLC is an AIM-quoted leading provider of products and services for global
Digital TV operators and broadcasters. Founded in 2000 and led by Group CEO José
Luis Vázquez, Mirada's core focus is on the ever-growing demand for ”TV
Everywhere” for which it offers a range of software products, notably the Iris
multiscreen platform, acclaimed by clients for its incomparable flexibility and
optimal time to market.
Mirada prides itself on being a
global pioneer in Digital TV technology
Since its establishment nineteen years ago, Mirada's
The Company prides itself on being a pioneer in Digital TV
products and solutions have been deployed by some of
technology, and following the success of izzi's platform
the biggest names in broadcasting including Telefonica,
powered by Iris which is currently considered to be the
Sky, Virgin Media, BBC, ITV and Televisa, the largest media
most advanced in the entire region, Mirada's growing
company in the Spanish-speaking world. Mirada has also
pipeline of opportunities is currently the greatest the
established partnerships with key players in the Digital TV
company has ever seen.
world such as Conax and Ericsson.
PRESENCE AROUND THE WORLD
UK
SLOVENIA
MEXICO
CHILE
SPAIN
SINGAPORE
OFFICES
REPRESENTATIVES
2 / Executive Management
Ab out Mirada / 3
OUR PRODUCTS
IRIS END-TO-END SOLUTION
Mirada's seamless multiscreen solution for content consumption
Mirada's Iris software solution provides clients' subscribers with a seamless and easy-to-use platform to discover and
consume both traditional broadcast and internet-delivered, on-demand content anytime and anywhere. The multiscreen
software suite enables content consumption across smartphones, tablets, laptops, set-top boxes, smart TVs, media
streaming devices and more, in addition to the provision of essential tools for clients such as audience measurement and
content management.
Incomparable flexibility
of product and optimal
time to market.
IRIS SERVICE DELIVERY PLATFORM (SDP)
Powerful tool for both TV operators and subscribers
This extensive back-end product - the brain of our Iris ecosystem - is an accessible platform providing operators with
advanced tools to access configuration settings, statistics, content management and many other essential features to suit
their specific marketing needs. Our SDP also provides users with features such as content suggestions and smart search
throughout the catalogue.
Providing clients with desirable
software management tools to
suit their specific marketing needs.
4 / Our Products
IRIS FOR ANDROID TV
Custom launcher for Operator Tier
Our brand new custom launcher replicates the entire Iris experience onto Android-powered set-top boxes. An essential
solution for operators looking to launch with Google’s Android TV Operator Tier, in order for them to have more control of
the look and feel of their platform while enjoying the benefits of the Android environment, such as easy access to
third-party apps in Google’s Play Store.
Replicating the entire Iris
experience that viewers love
for Android TV.
OVER-THE-TOP PLATFORM
Advanced platform to enjoy content anytime, anywhere
Over-the-top (OTT) refers to the ever-growing demand for content delivery on viewers' terms at the time, place and on the
device of their choice… and this product does exactly that! Mirada's OTT platform enables viewers to enjoy their favourite
content at any time on their preferred device (TVs, smartphones, tablets or laptops) and can work independently to the TV
operator's cable/DTH/IPTV digital TV service.
Providing a future-proof
solution independent from
traditional broadcasting.
4 / Our Produ ct s
Ou r Products / 5
IRIS CONTENT MANAGEMENT SYSTEM (CMS)
Extensive tool for managing all content
Iris CMS is a web-based, intuitive and scalable tool which acquires, manages, editorialises and commercialises content
with a high degree of automation. This tool is perfect for operators looking for new ways to promote their content
catalogue to boost consumption and maximise return on content investment.
Manage, curate and
promote content intuitively,
attractively and effectively.
LOGIQ
Data intelligence platform
LogIQ is Mirada’s new data analytics platform which uses holistic data retrieved from clients’ operations to enable them to
make better, data-driven decisions. With LogIQ, operators are finally armed with valuable insights about their platform,
subscribers and consumption, empowering them to provide the most advanced and appealing offering in an increasingly
competitive industry.
Empowering operators to
make intelligent, data-driven
decisions.
6 / Our Products
6 / Our products
DIRECTORS‘ REPORT
+50 SATISFIED CLIENTS
IRIS CONTENT MANAGEMENT SYSTEM (CMS)
Extensive tool for managing all content
Iris CMS is a web-based, intuitive and scalable tool which acquires, manages, editorialises and commercialises content
with a high degree of automation. This tool is perfect for operators looking for new ways to promote their content
catalogue to boost consumption and maximise return on content investment.
Manage, curate and
promote content intuitively,
attractively and effectively.
Data intelligence platform
LOGIQ
LogIQ is Mirada’s new data analytics platform which uses holistic data retrieved from clients’ operations to enable them to
make better, data-driven decisions. With LogIQ, operators are finally armed with valuable insights about their platform,
subscribers and consumption, empowering them to provide the most advanced and appealing offering in an increasingly
competitive industry.
Empowering operators to
make intelligent, data-driven
decisions.
“The most beautiful,
smooth and user-friendly
TV interface I have
ever interacted with”
“The technology
that powers izzi’s
multiscreen platform
is the most advanced
in the entire region”
Carlos Soares
Project Manager
Guillermo Salcedo
VP Marketing
6 / Our Produ ct s
6 / Our produ ct s
Ou r Products / 7
INVESTOR INSIGHTS
MIRADA IN THE MARKET
Pay TV Market Overview
The global pay TV market is one of the largest industries in the world with subscribers expected to grow by 8% between
2018 and 2024 to reach 1.10 billion. However, due to the huge advancements in technology, changing consumer lifestyles
and the arrival of OTT competitors, pay TV revenues are set to peak. As a result, traditional operators are being forced to
look for new ways to enhance their existing TV proposition to keep their subscribers engaged while in turn boosting their
platform’s revenues and protecting their market position.
With OTT revenues set to exceed $1 billion in 18 countries by 2024, and IPTV set to add 100 million pay TV subscribers
between 2018 and 2024, many traditional operators are turning their attention towards IPTV delivery or enhancing their
existing TV proposition with OTT features. These platforms allow operators to deliver content anytime and anywhere
across increasingly popular connected devices such as smart TVs, media streaming devices and game consoles. Other
operators are also turning towards Android TV Operator Tier to offer their viewers a next generation TV service along with
all the benefits of the Android environment and access to third-party content. Mirada focuses particularly on the markets
of Latin America, Eastern Europe and Asia Pacific.
@ D i g i t a l T V R e s e a r c h , 2 0 1 9 .
The global pay TV market is one of the largest industries in the
world with subscribers expected to grow by 8% between 2018
and 2024 to reach 1.10 billion.
OTT revenues set to
double in Latin America
Latin America is expected to add around five
million pay TV subscribers between 2018 and 2024,
bringing the total to 77 million, however pay TV
penetration will not climb beyond the current 44%
of TV households. This means that operators in
Latin America must look for a new source of
revenue for their traditional business. OTT TV and
video revenues for the majority of Latin American
countries are expected to more than double from
$3.33 billion in 2018 to $8.25 billion in 2024, which
suggests great potential for traditional operators
looking
for new
revenue streams. Mirada’s
acclaimed OTT platform is perfectly suited to serve
all types of operators looking to future-proof their
pay TV business thanks to its seamless integration
with existing IPTV/OTT/DVB technologies.
OTT TV and video revenue
growth in LATAM
@ D i g i t a l T V R e s e a r c h , 2 0 1 9 .
+140%
$3.33bn
2018
$8.25bn
2024
8 / Our product s
8 / Investor In sights
10.02m
2018
26.19m
2024
Growth of SVOD subscriptions in Eastern Europe
@ D i g i t a l T V R e s e a r c h , 2 0 1 9 .
OTT in Eastern Europe
expected to soar
Over the past few years, online video
services in Europe have experienced rapid
growth, particularly those that follow the
subscription revenue model. Specifically in
Eastern Europe, OTT TV and video will have
26.19 million SVOD subscriptions by 2024,
up from the 10.02 million in 2018. Increasing
access to broadband, the popularity of
connected devices, competition from other
content
providers
and
increasingly
tech-savvy consumers have resulted
in
many pay TV operators looking to position
themselves as the content aggregator.
Mirada’s flexible multiscreen technology
can be easily
integrated with popular
third-party content aggregators such as
Netflix, and access to Google’s Play Store
through Mirada’s custom
launcher
for
Android TV helps operators to provide their
subscribers with the broadest offer to watch
in the most convenient way.
2024
2018
$48bn
$21bn
Growth of APAC online
video market revenues
@ D i g i t a l T V R e s e a r c h , 2 0 1 9 .
APAC to see growth of online video market
Asia Pacific’s pay TV market is forecast to add 78 million subscribers and see revenues increase by
$2.73 billion between 2017 and 2023. Growth will also be seen in the region’s online video market,
which is expected to double in size over the next five years as a result of the proliferation of smart
TVs and connected devices across the region. Online video in Asia Pacific is forecast to take a 25%
share of the entire region’s video market by 2024, with OTT TV episode and movie revenues in the
region expected to reach $48 billion in 2024, up from the $21 billion in 2018. With Mirada’s advanced
Iris multiscreen technology, operators in the region can reap the rewards of delivering content to
subscribers across all major platforms including smartphones, smart TVs and media streaming
devices such as Roku, Apple TV and Android TV.
The global pay TV market is one of the largest industries in the
world with subscribers expected to grow by 8% between 2018
and 2024 to reach 1.10 billion.
10.02m
2018
26.19m
2024
Growth of SVOD subscriptions in Eastern Europe
@ D i g i t a l T V R e s e a r c h , 2 0 1 9 .
OTT in Eastern Europe
expected to soar
Over the past few years, online video
services in Europe have experienced rapid
growth, particularly those that follow the
subscription revenue model. Specifically in
Eastern Europe, OTT TV and video will have
26.19 million SVOD subscriptions by 2024,
up from the 10.02 million in 2018. Increasing
access to broadband, the popularity of
connected devices, competition from other
content
providers
and
increasingly
tech-savvy consumers have resulted
in
many pay TV operators looking to position
themselves as the content aggregator.
Mirada’s flexible multiscreen technology
can be easily
integrated with popular
third-party content aggregators such as
Netflix, and access to Google’s Play Store
through Mirada’s custom
launcher
for
Android TV helps operators to provide their
subscribers with the broadest offer to watch
in the most convenient way.
8 / Our products
Investor Insights / 9
2024
2018
$48bn
$21bn
Growth of APAC online
video market revenues
@ D i g i t a l T V R e s e a r c h , 2 0 1 9 .
APAC to see growth of online video market
Asia Pacific’s pay TV market is forecast to add 78 million subscribers and see revenues increase by
$2.73 billion between 2017 and 2023. Growth will also be seen in the region’s online video market,
which is expected to double in size over the next five years as a result of the proliferation of smart
TVs and connected devices across the region. Online video in Asia Pacific is forecast to take a 25%
share of the entire region’s video market by 2024, with OTT TV episode and movie revenues in the
region expected to reach $48 billion in 2024, up from the $21 billion in 2018. With Mirada’s advanced
Iris multiscreen technology, operators in the region can reap the rewards of delivering content to
subscribers across all major platforms including smartphones, smart TVs and media streaming
devices such as Roku, Apple TV and Android TV.
MIRADA IN NUMBERS
Facts about our company:
ESTABLISHED
BUSINESS
SOLID
EXPERIENCE
EXCEPTIONAL
CLIENT LIST
EXTENSIVE PARTNER
NETWORK
Founded
19
years ago
+60
projects
developed
58
clients served
globally
29
trusted
partnerships
MARKET LEADING PRODUCT
GLOBAL REACH
Cutting edge
technology
85%
engineering
experts
Operating across
Asia, Europe and
the Americas
Over
+10M
people using our
technology
MIRADA’S STRATEGY
Our strategy focuses on four key areas:
Market Strategy
Product Strategy
Mirada has identified a number of target geographies
Our market
leading digital TV products have been
where it is fully focused on developing its presence. These
designed to future-proof the platforms of operators and
markets display promising characteristics such as high pay
broadcasters worldwide, by dramatically improving their
TV penetration rates, increasing popularity of multiscreen
user experience with cutting-edge features for content
viewing and high annual growth rates of on-demand video
discovery and compatibility across all platforms and
services, along with burgeoning middle classes providing
devices. This enables us to fully satisfy the increasing
rapid growth in consumer spending.
number of operators with a bring-your-own-device
strategy, while also providing them with a roadmap and
vision for the future.
Sales Strategy
Business Model Strategy
We have recently boosted our sales and marketing
Our business model has been developed to meet the
resources to take full advantage of the augmented interest
needs of all operators, providing a choice between a
in our offerings following the successful high-profile
CAPEX model where they will have higher set-up fees and
deployment of our flagship product with Tier 1 operator izzi
one-off subscriber licence fees, or an OPEX model which
Telecom. We offer our products worldwide and we benefit
means lower set-up fees but recurring monthly subscriber
from an increased pipeline of opportunities through a direct
fees.
relationship with customers, for whom we are a partner for
growth.
10 / Investor Insi ghts
MIRADA IN NUMBERS
Facts about our company:
ESTABLISHED
BUSINESS
SOLID
EXPERIENCE
EXCEPTIONAL
CLIENT LIST
EXTENSIVE PARTNER
NETWORK
Founded
19
years ago
+60
projects
developed
58
clients served
globally
29
trusted
partnerships
MARKET LEADING PRODUCT
GLOBAL REACH
Cutting edge
technology
85%
engineering
experts
Operating across
Asia, Europe and
the Americas
Over
+10M
people using our
technology
Review of the Year
Corporate Governance
Financial Statements
DIRECTORS‘ REPORT
HIGHLIGHTS OF THE YEAR
Iris launches in Bermuda and Bolivia
Mirada saw two commercial launches of its Iris multiscreen
The second launch took place in April and saw Iris
solution in the second half of the year, both based on the
deployed across Digital TV Cable’s network in Bolivia,
Software as a Service model.
allowing their customers to watch content across OTT
set-top boxes, smartphones, tablets, computers and smart
The first took place in January with One Communications in
TVs. With the number of digital TV subscribers in Bolivia
Bermuda, a territory that benefits from a TV penetration
expected to grow at a compound annual growth rate of
rate of 98% and one of the highest levels of GDP per capita
19.9% between 2018 and 2021, Mirada expects decent
in the world. Thanks to Mirada’s technology, subscribers of
recurring revenues from subscriber-based license fees.
One Communications’ FibreWire TV service can now watch
Both projects are progressing well with the adoption of the
live and cloud DVR content across hybrid set-top boxes,
technology on track with our expectations. Mirada expects
smartphones, tablets and laptops.
more commercial launches in the upcoming year.
MIRADA’S STRATEGY
Our strategy focuses on four key areas:
Launch of Android TV product
In the streaming market, Android TV is quickly becoming one of the most popular devices on which to provide a pay TV
service. Google’s Android TV Operator Tier provides operators with much greater control over their platform’s experience, in
addition to the benefits that come with the Android environment, such as being able to offer their viewers easy access to
third-party apps via Google’s Play Store.
This year, Mirada has developed its own Iris-based launcher for Android TV Operator Tier, to allow operators to replicate the
intuitive and engaging Iris experience across set-top boxes running on Android P. The Iris launcher has been showcased at
trade shows including NAB Show in Las Vegas and Broadcast Asia in Singapore, and Mirada is delighted with the reception
it has received from operators so far.
Hi ghlig hts of the Year / 11
Market Strategy
Product Strategy
Mirada has identified a number of target geographies
Our market
leading digital TV products have been
where it is fully focused on developing its presence. These
designed to future-proof the platforms of operators and
markets display promising characteristics such as high pay
broadcasters worldwide, by dramatically improving their
TV penetration rates, increasing popularity of multiscreen
user experience with cutting-edge features for content
viewing and high annual growth rates of on-demand video
discovery and compatibility across all platforms and
services, along with burgeoning middle classes providing
devices. This enables us to fully satisfy the increasing
rapid growth in consumer spending.
number of operators with a bring-your-own-device
strategy, while also providing them with a roadmap and
vision for the future.
Sales Strategy
Business Model Strategy
We have recently boosted our sales and marketing
Our business model has been developed to meet the
resources to take full advantage of the augmented interest
needs of all operators, providing a choice between a
in our offerings following the successful high-profile
CAPEX model where they will have higher set-up fees and
deployment of our flagship product with Tier 1 operator izzi
one-off subscriber licence fees, or an OPEX model which
Telecom. We offer our products worldwide and we benefit
means lower set-up fees but recurring monthly subscriber
from an increased pipeline of opportunities through a direct
fees.
relationship with customers, for whom we are a partner for
growth.
10 / Investor Insig hts
DIRECTORS‘ REPORT
Update on izzi
At the start of last year, Mirada extended its Iris multiscreen
technology to the entire subscriber base of its largest
client, izzi Telecom, in preparation for the 2018 FIFA World
Cup. The project was a huge success and resulted in
greatly increased usage of izzi’s OTT technology, much of
which has continued
following
the
tournament’s
completion. izzi has since decided to extend the usage of
Mirada’s technology to its middle tier subscribers, which
has contributed to improve Mirada’s subscriber-based
license fee revenues over the year. In March 2019, izzi
surpassed the 2 million set-top box milestone, and it is
expected that it will continue to extend Mirada’s technology
to its other subscriber tiers in the future.
New devices for BYOD strategy
In line with the Company’s bring-your-own-device strategy, Mirada has launched brand new applications for operators
looking to provide the same seamless and intuitive experience that Iris offers on popular connected devices such as Smart
TVs (Sony, Samsung, LG etc.), game consoles, and media streaming devices including Roku and Chromecast. The video
market is faced with an ever-growing number of devices and options for watching content. Mirada’s ability to provide a
cutting-edge experience across such a large range of popular platforms will be highly beneficial in terms of satisfying
current and future client needs.
12 / Hi ghlights of t he Y ear
Review of the Year
Corporate Governance
Financial Statements
Update on izzi
At the start of last year, Mirada extended its Iris multiscreen
technology to the entire subscriber base of its largest
client, izzi Telecom, in preparation for the 2018 FIFA World
Cup. The project was a huge success and resulted in
greatly increased usage of izzi’s OTT technology, much of
which has continued
following
the
tournament’s
completion. izzi has since decided to extend the usage of
Mirada’s technology to its middle tier subscribers, which
has contributed to improve Mirada’s subscriber-based
license fee revenues over the year. In March 2019, izzi
surpassed the 2 million set-top box milestone, and it is
expected that it will continue to extend Mirada’s technology
to its other subscriber tiers in the future.
First contract win for Iris in Asia Pacific
In December, Mirada won its first client in Asia Pacific with
SkyMedia, a leading communications service provider in
Mongolia. SkyMedia chose Mirada’s
Iris multiscreen
solution for the first phase of its next generation pay TV
service. This contract will see Mirada deploy an advanced
OTT TV solution for watching live, catch-up and on-demand
content on smartphones, tablets and computers. This is the
first commercial deployment of Iris in Asia, establishing a
valuable product reference in the region and further
demonstrating Mirada’s ability to deliver a complex solution
across a leading IPTV provider’s network. Following this first
phase, Skytel plans to expand its offering of Iris to Smart TVs
and OTT set-top boxes in a second phase.
New devices for BYOD strategy
POST YEAR-END
Sale of Mirada Connect
Mirada’s cashless payment parking division, Mirada
Financial Services group, for £2.1 million. Mirada intends to
Connect, was set aside from the Company’s core pay TV
use the net proceeds of the sale of Connect for general
activities two years ago and had been gaining a powerful
working capital purposes. In the year ended 31 March
presence in its market. Over the last year, Mirada had
2019, Connect recorded revenue of £633,000 and a profit
received offers for the divestment of this unit, and on 5 July
before tax of £122,000 and was valued at £556,000 on the
2019, the Company confirmed the sale of this division to
Company’s balance sheet at that date.
PayByPhone, a competitor owned by the Volkswagen
In line with the Company’s bring-your-own-device strategy, Mirada has launched brand new applications for operators
looking to provide the same seamless and intuitive experience that Iris offers on popular connected devices such as Smart
TVs (Sony, Samsung, LG etc.), game consoles, and media streaming devices including Roku and Chromecast. The video
market is faced with an ever-growing number of devices and options for watching content. Mirada’s ability to provide a
cutting-edge experience across such a large range of popular platforms will be highly beneficial in terms of satisfying
current and future client needs.
12 / Highlights of the Y ear
Hi ghlig hts of the Year / 13
CEO STATEMENT
JOSÉ LUIS VÁZQUEZ
The Company is experiencing a
substantial increase in both
support and subscriber-based
licence revenues
Overview
I am pleased to present the Group’s financial results for the
Trading review
year ended 31 March 2019. This was a transformational
period
for
the Company, during which Mirada
The Group operates two segments, being Digital TV and
demonstrated
its capabilities through the successful
Broadcast (“Digital TV”) and Mobile.
mass-market deployment of its Iris multiscreen technology
in Mexico during the 2018 FIFA World Cup.
The Company is advancing its operational and commercial
capabilities, demonstrated by Mirada’s involvement in three
Mirada also continued its expansion with multiple new
simultaneous, significant deployments in the year. From an
commercial deployments during the year, including two
operational point of view, it has been the first time that
new Software as a Service
(SaaS) customers, ATN
Mirada has been
involved
in the roll-out of three
international in Bermuda and Digital TV Cable Edmund in
simultaneous significant deployments.
Bolivia. The Company also secured its first Iris customer in
the Asian market with Skytel in Mongolia.
Izzi Telecom in Mexico extended the Mirada Iris multiscreen
technology to all its subscriber base during the 2018 World
Mirada simultaneous coordination of multiple new
Cup, allowing them to watch the football matches over
deployments, while supporting a marked increase in
their mobile phones at times where they would not usually
growth within its existing customer based, demonstrated
be at home. Mirada successfully responded to the
the significant advancement in the operational capabilities
challenge and it proved to be a great success, aided by
of the Group. Additionally, thanks to its improved sales and
Mexico’s long run in the tournament. This has resulted in an
marketing teams, and due to the relevant references the
ongoing increased usage of Mirada’s OTT technology in
Group has been able to secure, there has been a significant
Mexico. Additionally, Izzi Telecom chose to extend Mirada’s
improvement in the sales pipeline anticipating a potential
technology to its middle tier subscribers, resulting in an
increase in the pace of new customer acquisition.
increased rate of installation of Mirada licences, and
With the accumulation of successful deployments, the
revenues for Mirada during the year. In March 2019, Izzi
Company is also experiencing a substantial increase in both
Telecom surpassed the milestone of having 2 million
support and subscriber-based licence revenues, with a
set-top boxes installed with Mirada’s technology. It is
greater percentage of recurrent income providing much
expected that Izzi will expand Mirada’s technology to its
higher revenue visibility.
remaining tiers in the future.
therefore,
improved
subscriber-based
licence
fee
14 / CEO Statement
CEO STATEMENT
JOSÉ LUIS VÁZQUEZ
The Company is experiencing a
substantial increase in both
support and subscriber-based
licence revenues
Overview
I am pleased to present the Group’s financial results for the
Trading review
year ended 31 March 2019. This was a transformational
period
for
the Company, during which Mirada
The Group operates two segments, being Digital TV and
demonstrated
its capabilities through the successful
Broadcast (“Digital TV”) and Mobile.
mass-market deployment of its Iris multiscreen technology
in Mexico during the 2018 FIFA World Cup.
The Company is advancing its operational and commercial
capabilities, demonstrated by Mirada’s involvement in three
Mirada also continued its expansion with multiple new
simultaneous, significant deployments in the year. From an
commercial deployments during the year, including two
operational point of view, it has been the first time that
new Software as a Service
(SaaS) customers, ATN
Mirada has been
involved
in the roll-out of three
international in Bermuda and Digital TV Cable Edmund in
simultaneous significant deployments.
Bolivia. The Company also secured its first Iris customer in
the Asian market with Skytel in Mongolia.
Izzi Telecom in Mexico extended the Mirada Iris multiscreen
technology to all its subscriber base during the 2018 World
Mirada simultaneous coordination of multiple new
Cup, allowing them to watch the football matches over
deployments, while supporting a marked increase in
their mobile phones at times where they would not usually
growth within its existing customer based, demonstrated
be at home. Mirada successfully responded to the
the significant advancement in the operational capabilities
challenge and it proved to be a great success, aided by
of the Group. Additionally, thanks to its improved sales and
Mexico’s long run in the tournament. This has resulted in an
marketing teams, and due to the relevant references the
ongoing increased usage of Mirada’s OTT technology in
Group has been able to secure, there has been a significant
Mexico. Additionally, Izzi Telecom chose to extend Mirada’s
improvement in the sales pipeline anticipating a potential
technology to its middle tier subscribers, resulting in an
increase in the pace of new customer acquisition.
increased rate of installation of Mirada licences, and
With the accumulation of successful deployments, the
revenues for Mirada during the year. In March 2019, Izzi
Company is also experiencing a substantial increase in both
Telecom surpassed the milestone of having 2 million
support and subscriber-based licence revenues, with a
set-top boxes installed with Mirada’s technology. It is
greater percentage of recurrent income providing much
expected that Izzi will expand Mirada’s technology to its
higher revenue visibility.
remaining tiers in the future.
therefore,
improved
subscriber-based
licence
fee
Review of the Year
Corporate Governance
Financial Statements
ATN International started deploying Mirada technology
we are now able to provide our services over the latest
over its assets in the Caribbean and Bermuda during the
version of the Android TV operator tier, with an advanced
year. The commercial phase began in January 2019, and
Custom Launcher that perfectly matches our Inspire user
the pace of adoption of the technology in the region is on
experience over these new devices.
track with Mirada’s expectations. This is Mirada’s first SaaS
model deployment, and recurrent revenues from this
On the commercial side, the Group has continued to
customer will start to have a financial impact during the
improve its marketing and sales efforts, with the successful
present fiscal year.
The third significant deployment during the year under
review was with Digital TV Edmund in Bolivia. This is also a
SaaS model deployment with the commercial phase
starting in late March 2019. Long term recurring revenues
from this contract are also expected to impact our financial
performance in the coming year and there is potential for
ongoing deployment of new features and services. A
gradual roll out is planned over five years, with a target of
up to nearly one million devices.
Mirada continued its expansion
with multiple new commercial
deployments during the year
extension of our customer reach to the Asian market. The
contract win in December 2018 with Skytel in Mongolia
marks the first deployment of our Iris technology in the
Asian market, and we expect to follow this announcement
with other deals in the future. The pipeline has substantially
increased, with the number of deals in which we are
participating nearly doubling during the year.
It is the first time that Mirada has
been involved in the roll-out of
three simultaneous deployments
This increase in the pipeline can in part be attributed to the
many successful deployments of our technology, which
demonstrate the quality of our offering and ability to
manage substantial projects.
This is especially evident of our successful deployment
with Televisa Group across Mexico. Our product range
Mirada has also been able to extend its product reach to
comprises the vast majority of the needs of our potential
accommodate
the demands of
the market. The
customers, and their feedback is that we match other
“Bring-Your-Own-Device”
(BYOD) market
trend
is
top-range solutions in the market.
increasingly being adopted by our customers, meaning
that the consumption of the audiovisual content is being
Regarding our non-core cashless payment parking
extended to other devices like mobile phones, tablets,
division, Mirada Connect, we are happy to have been able
gaming consoles and smart TVs. Mirada anticipated this
to nurture a successful company, which has been able to
trend with the launch of its OTT product in 2015 and is now
gain a powerful presence in its market. On 31 March 2019
able to provide its services over all these devices, with the
the audited accounts showed a turnover for the year of
recent announcement of our software for Roku and Xbox.
£0.63 million (2018: £0.66 million), net profits of £0.12 million
The set-top box market is also evolving with the extended
(2018: £0.12 million) and was valued at £0.56 million on the
adoption of Android TV technology over traditional pure
Company’s balance sheet at that date. The Connect
Linux-based middleware. We are happy to announce that
division was clearly not related to our core activities, and we
14 / CEO Statement
CEO Statement / 15
were happy to receive offers for the divestment of this unit.
into new customer tiers at Izzi Telecom.
Post year-end, on 5th July 2019, we announced the sale of
this division to PayByPhone, a competitor owned by the
Gross profit grew to $11.47 million (2018: $7.94 million),
Volkswagen Financial Services group, for a consideration of
leading to an operating loss of $2.91 million (2018: $4.62
£2.12 million in cash. This generated a profit on disposal of
million). Amortisation charges increased to $3.58 million
$1.75 million. We believe this transaction is very beneficial
from $3.35 million, in line with prior years’ increase in
for all parties involved, and we wish the Connect team the
product investment. Staff Costs increased by $1.65 million
best for the future.
to $ 7.25 million (2018: $5.6 million). This is due to the
growth of the development team during the year. As a
Looking ahead to Brexit and considering mitigation plans in
result, the net impact was a reduction of the net loss for the
order to reduce the potential negative impact on the
year to $3.11 million (2018: loss of $4.87 million). The
Company’s operational activity and Financial Statements,
improvement of revenues led to an Adjusted EBITDA (as
the Board has decided to close its Exeter office. This
defined in Note 7) profit of $0.81 million (2018: loss of $1.12
closure may result in redundancies and a process is
million), mainly driven by the licence revenue increase.
underway at the current time. The closure of the
There is a tax credit recognised in the current period of
Company’s Exeter office is expected to take effect in
$0.18 million (2018: $0.30) as a result of Mirada Iberia’s
September 2019.
research and innovation tax deductions.
The growth experienced this year at all levels results from
Net Debt was reduced to $4.86 million (2018: $11.70 million).
the continued deployment of a business plan based on
Long
term
interest-bearing
loans and borrowings
securing profitable deals with an increased focus on
decreased by 31% to $1.72 million (2018: $2.48 million) and
recurrent revenues and a belief that a superior product and
short term borrowings and related party loans and interest
customer service is the cornerstone of every successful
decreased to $3.26 million (2018: $11.16 million). See note 18
company. The Board believes that the Company is rapidly
for further details. Trade receivables increased from $1.38
approaching a point of sustained profitability. We are
million to $1.89 million, due to increased revenues and
committed to this plan, and we couldn’t make it possible
activity at the end of the fiscal year. The Company settled a
without
the continued support of our employees,
related party debt facility of £1.7 million in August 2018, and
customers, suppliers, partners and investors, to whom we
another related party facility of £3.0 million in October 2018,
express our gratitude.
Financial overview
which were converted into capital on 29 August 2018 and 4
October 2018 respectively, alongside an additional capital
injection of £3.0 million. Both the facilities and the capital
injection were subject to shareholder approval in August
2018 and October 2018.
Other intangible assets have decreased by $1.22 million
mainly due to the decreased valuation of the Euro against
the US Dollar and due to the difference between
amortisation and addition of intangible assets.
The Group used $1.24 million of cash in operating activities
in the year (2018: cash used in operating activities of $1.7
million) and spent a further $3.1 million (2018: $3.9 million) in
investing activities, mainly due to variations in the working
capital position at the end of the period and investment in
Revenue grew to $12.32 million (2018: $8.82 million), a 40%
development costs.
year-on-year
increase. Growth
in
revenues
on
development was $2.1 million to reach $6.51 million for the
The operating and investing cash flows were partially
year, driven by the new projects won. Subscriber-based
funded by the movement in net debt explained above.
licence fees grew by $1.5 million to reach $4.05 million for
Therefore, resulting in a fall in cash and cash equivalents of
the year, mainly due to the introduction of our Iris product
$1.82 million.
16 / CEO Stateme nt
Review of the Year
Corporate Governance
Financial Statements
The Company has adopted the new accounting standards
with effect from 1 April 2018:
Current Trading and Outlook
Mirada is focused on the Digital TV segment and is
increasing its market reach, with a growing healthy
pipeline of opportunities as a result of the successful
deployment and a wide appraisal of its Iris multi-
platform product. The Company is now considered
to be a top-end solution for potential customers, with
a flexible model that allows audiovisual companies
of any size to provide a competitive offering for their
subscribers.
Mirada’s financial position is continuously improving,
reinforced by the support of its largest shareholder.
Together, these factors have led to an improved
commercial performance, with participation
in
multiple deals and, combined with the growing
pipeline, provide confidence in the Company’s ability
to secure more contract wins in the current year.
José-Luis Vázquez
Chief Executive Officer
10th July 2019
IFRS 9- Financial instruments
IFRS 15- Revenue from contracts with customers
IFRS 9 – Financial instruments has replaced IAS 39
Financial Instruments: Recognition and Measurement and
has not had a material effect on the Company. Therefore,
impairment provision on financial assets measured at
amortised cost (such as trade and other receivables) has
been calculated in accordance with IFRS 9’s expected
credit loss model. The Group did not identify significant
changes in its consolidated financial statements due to
applying
the
classification
and measurement
requirements of IFRS 9, because the Group only has
assets that are categorised as amortised cost and the
application of expected credit loss has not had a material
impact to the impairment provision because all trade
receivables balances have been collected before 9 July
2019. Since the impact on the Group was immaterial, the
Group has chosen not to restate prior year comparatives
on adoption of IFRS 9.
IFRS 15 – Revenue from customer contracts has replaced
IAS 18 Revenue and IAS 11 Construction Contracts as well
as various interpretations previously issued by the IFRS
Interpretations Committee. The Company adopted IFRS 15
using the cumulative effect method applied to those
contracts which were not completed as of 1 April 2018. The
impact of the new standard was a $0.38 million positive
adjustment as shown in the Consolidated Statement of
Changes in Equity.
See note 3 to the financial statements for further
information on the new IFRS standards.
Enclosed with this annual report and accounts is the
notice of Annual General Meeting for 2019. As part of the
special business at such meeting, the Directors propose
resolutions to consolidate the ordinary share capital of the
Company into ordinary shares of £1 each, and to authorise
the Company to use electronic communications to
communicate with its shareholders. Explanatory notes as
regards these resolutions are set out in the notice of
Annual General Meeting.
16 / CEO Statement
CEO Statement / 17
Contents / 17
STRATEGIC REPORT
Business model
The Company’s main activities are the provision of
software for the Digital TV market (“Digital TV” segment),
which this year represents 93% of revenues, and mobile
telecoms operators (“Mobile” segment), which represented
7% of revenue. Our major customers are Digital TV
platforms, composed mainly of Pay TV service providers.
We provide the technology needed to facilitate the final
user’s interaction with the devices they provide, including
digital TV decoders (set-top boxes), tablets, smartphones,
computers and smart TVs. Our major products are our
navigational software proposition,
Iris,
including our
Inspire user interface, and X-player, our broadcasting
synchronisation technology.
Our customers need the services of a user interface (“UI”)
provider such as Mirada when creating a new Digital TV
service or replacing/upgrading an existing one. The UI
provider interacts with the device vendor (in the case of set-
top boxes), the encryption technology vendor (Conditional
Access (“CA”) vendor) for the protection of content, and the
customer systems (billing and provisioning systems).
The Group tends to interact with the customer in the
early stages of their decision-making process and help in
the selection of the proper ecosystem for their Digital TV
solution. Our expertise is widely recognised in the industry,
and we provide a value that goes beyond our actual UI
proposition. Aside from the professional services related
to deployment, support and maintenance, our licencing
model varies depending on the size of the customer,
from one-off fees per household for the product as it is,
to recurrent revenues for a Software as a Service (“SaaS”)
model. The Group also historically provided cashless
and, as long as the customer’s subscriber base keeps
growing, Mirada will continue to earn licence fees even from
projects which were completed several years previously.
Reference deployments (defined as key deployments
used as a reference to attract potential customers) are very
important in this market, and winning reference contracts
has been and remains an integral part of our strategy.
The Group will need to continue investing in research and
development in order to provide the required functionalities
in our products to satisfy the cutting-edge demands from
our customers, while maintaining a fair balance between
potential growth and profitability. These include costs
incurred towards developing new functionality such as
an increased presence in the Cloud, enhanced search,
recommendation and personalisation
functionalities,
integration with more content providers, chipsets and
device manufacturers. Our continued
investment
in
Iris is essential in ensuring a proper implementation of
this strategy.
The main key performance indicator (“KPI”) used by
management in assessing the success of this strategy is
the growth in Mirada’s licence revenues, which will be led
by the progress of our recent rollouts and any potential
new licence-based contract wins. This licence revenue has
increased in the current year from $2.58 million to $4.05
millon, as a result of the increased usage of our technology
from our main customer as noted in the CEO’s report.
Development, performance and
position of business
Development, performance and position of our business
have been discussed in the CEO’s report, with key items
payment solutions to car park operators through a revenue-
on page 14.
share agreement (Mobile segment) but, as set out above,
this division was divested post period end. Mobile segment
revenue is earned when services are provided. Managed
services such as quality assurance on functionality add-
ons to platforms are also provided to customers.
Principal risks and uncertainties
The key business risks affecting the Group are set out
below. All these risks are consistent and stable compared
Strategy
with the prior year.
Dependence on people
The Group’s strategy is to extend its presence in the Digital
TV markets, focusing on those markets with higher potential
growth rates, for example the Latin American, Eastern
Europe and South East Asia markets. The aim is to increase
the number of customers being charged subscriber-based
licence fees, as these revenues command higher margins
The Group recognises the value of the commitment of
its key management personnel and is conscious that it
must keep appropriate reward systems, both financial and
motivational, in place to minimise this area of risk. Our share
option scheme and investment in training are examples of
18 / Strategic Report
Review of the Year
Corporate Governance
Financial Statements
this. Rotation of key management, considered to be the
that the Group is able to meet its liabilities as they fall due.
main measure of risk, is very low as there have been no
Where a shortfall in funding is identified the Company
changes in the key executive management team in the last
will look to meet this shortfall through a variety of funding
five years, except for a change in the Finance Director in
options including but not limited to the issuing of new equity.
November 2015.
This area is considered further in the report of the directors
and the accounting policies under ‘Going concern’.
Digital TV and Broadcast markets
The sectors in which the Group operates may undergo
Brexit
rapid and unexpected changes. It is possible, therefore, that
The continued delay in agreeing the nature and timing of the
competitors will develop products that are similar to those
UK’s exit from the European Union (EU) creates uncertainty
of the Group, or its technology may become obsolete or
that may impact the performance of our business.
less effective. The Group’s success depends upon its ability
to enhance its products and technologies and develop and
The potential impact includes:
introduce new products and features that meet changing
customer requirements and incorporate technological
• A continued deterioration in customer sentiment.
advances on a timely and cost-effective basis. As a result,
the Group continues to invest significantly in research
and development.
Information technology
•
Operational complexity and cost due to restrictions on
the movement of goods and stricter border controls.
• Costs passed through from our suppliers.
Data security, loss or corruption of data, and business
continuity pose inherent risks for the Group leading to a
• Continuity of supply and supplier viability.
loss of customer confidence in the Group being able to
deliver their requirements. To mitigate this risk, the Group
•
Import and export duties.
invests in, and keeps under review, formal data security
and business continuity policies. The Group maintain both
• Additional regulatory responsibilities and costs.
local and cloud-based backups and regularly review plans
on how to improve data management.
•
Increased complexity and cost in our international
Intellectual property
operations.
There are certain markets in which there could be instances
of disputes regarding
intellectual property
involving
technology companies, including the Digital TV market. So
far no disputes have been raised and the Company does
not envisage any risks to its own intellectual property. While
the Group internally generates its products and software
and strongly believes that it has not infringed any third-party
intellectual property, management do recognise that due
Specific mitigation plans have been developed by Mirada
in order to reduce the potential negative impact on its
operational activity and Financial Statements. In particular,
the Company considered the reduction of its payroll based
in the UK through the divestment of Mirada Connect Ltd, on
4th July 2019, the closure of its Exeter office, and potential
resulting redundancies at this office, with plans under way
at the present time. The closure of the Company’s Exeter
to the nature of the technology market there will always
office is expected to take effect in September 2019.
be a risk of other corporations potentially making claims
regarding intellectual property/patent infringements.
Approval
Liquidity Risk
This strategic report was approved in behalf of the Board
Liquidity risk is managed through the assessment of short,
on 10th July 2019 and signed on its behalf.
medium and long term cashflow forecasts to ensure the
adequacy of funding in order to meet the Group’s working
capital requirements. Cash and cash flow forecasts are
regularly reviewed by the Executive Directors and the Group
constantly monitors these to ensure, among other scenarios,
José-Luis Vázquez
Chief Executive Officer
10 July 2019
18 / Strategic R ep ort
St rateg ic Report / 19
DIRECTORS’ REPORT
Review of business, future developments and key
Directors’ and officers’ indemnity insurance
performance indicators
The Group has taken out an insurance policy to indemnify
Reviews of the business, its results, future direction and key
the Directors and officers of the company and its subsidiaries
performance indicators are included in the Chief Executive
in respect of certain liabilities which may attach to them in
Officer’s Report and Strategic Report on pages 14 to 19.
their capacity as directors or officers of the Group, so far as
Dividends
No dividend is declared in respect of the year (2018: $nil).
Financial risk management objectives and policies
The Group’s activities expose it to a number of financial risks
including capital risk, credit risk, foreign currency exchange
risk, interest rate risk and liquidity risk. The management of
financial risk is governed by the Group’s policies approved
by the board of directors, which provide written principles
to manage these risks. See note 20 for further details on the
Group’s financial instruments.
Going concern
These financial statements have been prepared on the going
concern basis. The Directors have reviewed the Company
and Group’s going concern position taking account of its
current business activities, budgeted performance and
the factors likely to affect its future development, are set
out in its Annual report, and include the Group’s objectives,
policies and processes for managing its capital, its financial
risk management objectives and its exposure to credit and
liquidity risks.
The directors have prepared cash flow forecasts covering
a period of at least 12 months from the date of approval
permitted by law. This policy remained in force throughout
the year and remains in place at the date of this report.
Research and Development activities
The Group continues
its development program of
software for the Digital TV market including the research
and development of new products and enhancements to
existing products. The Directors consider the investment
in research and development to be fundamental to the
success of the business in the future.
Corporate Governance
The Board decided to update its current Corporate
Governance code and adopt
the QCA Corporate
Governance Code (April 2018) from 26 September 2018,
and there have not been any changes since then. It is
available in the Mirada website: https://www.mirada.tv/
investors/corporate-governance/.
Compliance with
the Quoted Companies Alliance
Corporate Governance Code
The Quoted Companies Alliance has published a corporate
governance code which includes a standard of minimum
best practice for AIM companies, and recommendations
for reporting corporate governance matters.
of the financial statements. If the forecast is achieved, the
Chairman’s Governance Statement
Group will be able to operate within its existing facilities.
As a Chairman, my role is to manage the Board in the
However, the time to close new customers and the value
best interests of our stakeholders, to ensure that our
of each customer, which are high volume and low value in
shareholders’ views are communicated to the Board and
nature are factors which constrain the ability to accurately
to be responsible for ensuring the Board’s integrity and
predict revenue performance. Furthermore, investment in
effectiveness. I recognise that my role also involves my
winning customers, via market expenditure, and servicing
responsibility over the correct implementation of the QCA
and delivering to new customers remains an important
Code into Mirada’s Corporate Governance practices.
function of the forecasts too. As such, there is a risk that the
Group’s working capital may prove insufficient to cover both
operating activities and the repayment of its debt facilities.
In such circumstances, the Group would be obliged to seek
additional funding though a placement of shares, or source
other funding. The Directors have had a history of raising
The Company is managed by the Board of Directors, and it is
the Board’s job to ensure that the Mirada Group is managed
for the long-term benefit of all shareholders, with effective
and efficient decision-making. Corporate governance is an
important part of that job, reducing risk and adding value to
financing from similar transactions.
our business.
See note 3 to the financial statements for further information
on going concern.
In addition to each of the 10 principles listed further below,
the following provides an overview of how the Company
20 / Directors’ Repo rt
Review of the Year
Corporate Governance
Financial Statements
applies the QCA Code, in order to support the Company’s
a separate Company Secretary appointed. This decision is
medium to long-term success.
motivated by the size of the Company and the Board itself,
and currently all the functions of a Company Secretary are
The Board comprises three Executive and two independent
being shared between the three Executive Directors: José
non-Executive Directors. The Board considers, after
Luis Vázquez, Gonzalo Babío and José Gozalbo.
careful review, that the non-Executive Directors bring an
independent judgement to bear notwithstanding their
length of service and are therefore both considered
independent. The Board has decided to adopt voluntarily
the practice that one third of the Directors stand for re-
election on an annual basis.
Francis Coles, the non-Executive Chairman, is responsible
for the running of the Board and corporate governance.
José Luis Vázquez, the Chief Executive, has executive
responsibility for running the Group’s business and
implementing Group strategy. The Board meets at least
four times per year and has a formal schedule of matters
reserved to it. It is responsible for overall Group strategy,
approval of major capital expenditure projects, approval of
the annual and interim results, annual budgets and Board
structure. It monitors the exposure to key business risks and
reviews the strategic direction of all trading subsidiaries,
their annual budgets, their performance in relation to those
budgets and their capital expenditure. The Board delegates
day-to-day responsibility for managing the business to the
Executive Directors and the senior management team.
The Board believes that, given its size, there is sufficient
opportunity for shareholders to raise any concerns they may
have with the non-Executive Chairman, the Chief Executive,
the Group Finance Director and the other Directors.
Francis Coles, Chairman
The QCA Code sets out ten principles which should be
applied. These are listed below together with a short
explanation of how the Group applies each of the principles:
1.
Establish a strategy and business model which
promote long-term value for shareholders:
The Mirada Group strategy is focused around four key
areas: market, product, sales, and business model, as
explained fully within the Strategic Report section of our
Report and Annual Accounts.
The Group’s strategy is to extend its presence in the Digital
TV markets, focusing on those with high potential growth
rates, for example the Latin American, Eastern Europe
and South East Asian markets. The aim is to increase the
number of customers being charged subscriber-based
licence fees, as these revenues command higher margins
and, as long as the customer’s subscriber base is growing,
Mirada will continue to earn licence fees even from projects
completed several years previously.
The key challenges to the business and how these are
mitigated are detailed in the Strategic Report.
2.
Seek to understand and meet shareholder needs and
Our values are based on two cornerstones: our customers
expectations:
and our employees. The Board believes this is vital for
The Mirada Group encourages two-way communication
creating a sustainable, growing business and is a key
with both its institutional and private investors and responds
responsibility of the Group. This culture supports the
quickly to all queries received. The CEO talks regularly
Company’s objectives to grow the business through
with the Group’s major shareholders and ensures that their
acquiring and retaining customers by attending to their
views are communicated fully to the Board.
needs from the very beginning of the sales process until
successful delivery and during ongoing services provision
The Board recognises the AGM and the GMs as important
and support. The Company recognises its employees as a
opportunities to meet private shareholders. The Directors
key driver of success and considers it crucial to recruit and
are available to listen to the views of shareholders informally
retain the right people with the appropriate set of skills and
immediately following these meetings. The Group has set
values. Corporate Governance is an important part of that
up a dedicated email address for all investor queries.
job, reducing risk and adding value to our business.
Even though the Company’s goal is to meet all the
expectations, the Board will engage with those shareholders
expectations set by the QCA Code, there is not currently
to understand and address any issues.
Where voting decisions are not in line with the Company’s
20 / Directors’ Repo rt
Dir ectors‹ Report / 21
3.
Take
into account wider stakeholder and social
Board to gain assurance that the risk management and
responsibilities and their implications for long-term
related control systems in place are effective.
success:
The Mirada Group has
identified the following key
5.
Maintain the board as a well-functioning, balanced
stakeholders and decided on implementing the following
team led by the chair:
actions to cover their needs, interests and expectations:
The Company is controlled by the Board of Directors.
• Employees – company meetings, CEO letters, work
for the running of the Board and José Luis Vázquez, the
Francis Coles, the Non-executive Chairman, is responsible
council
Chief Executive, has executive responsibility for running
the Group’s business and implementing Group strategy.
• Customers – corporate website, social media,
Directors attend one Board Meeting per quarter.
international trade fairs, personal meetings, high- and
low-level bilateral meetings
A summary of Board meetings attended by current
Directors in the twelve months to 31 March 2019 is set out
• Sales Partners – internal blog, weekly industry press
below:
reviews, weekly follow-up conferences, marketing
material
• Shareholders – see principle 2
• Technological Partners – corporate website, social
media, international trade fairs, personal meetings,
high- and low-level bilateral meetings
• Compliance advisors – periodic conference calls,
advice request when applicable
• Banks – periodic meetings
Mirada identifies its employees as its key asset and puts
a considerable amount of effort into ensuring employee
satisfaction by such measures as improving work-life
balance, providing fringe benefits, team building activities
and many more.
4
Embed effective risk management, considering both
opportunities and threats, throughout the organisation:
The Board considers risk to the business at every Board
meeting (at least one meeting is held per quarter) and the
risk register is updated at each meeting. The Company
formally reviews and documents the principal risks to the
business at least annually.
Both the Board and senior managers are responsible
for reviewing and evaluating risk and the Executive
Directors meet at least monthly to review ongoing trading
performance, discuss budgets and forecasts and new risks
associated with ongoing trading. This process allows the
Francis
Coles
Jose Luis
Vazquez
Matthew
Peter Earl
Jose
Francisco
Gozalbo
Gonzalo
Babío
25 Apr 2018
16 May 2018
8 Aug 2018
14 Sep 2018
4 Oct 2018
13 Dec 2018
12 Mar 2019
All Directors receive regular and timely information about
the Group’s operational and financial performance. Relevant
information is circulated to the Directors in advance of
meetings. In addition, minutes of the meetings of the
Directors are circulated to the Group Board of Directors.
All Directors are able to take independent professional
advice in the furtherance of their duties, if necessary, at the
Company’s expense.
The Board comprises three Executive Directors and two
Non-Executive Directors. All Executives Directors work on
a full-time basis and the Non-Executive Director’s service
agreements set out expected time commitments. All
Directors recognise that a certain time of increased activity,
the preparation and attendance at meetings will increase.
The Board considers that all Non- executive Directors bring
an independent judgement to bear notwithstanding the
varying lengths of service.
The Directors of Mirada (the “Directors”) have the following
experience and skills:
22 / Directors‹ Report
Francis Coles
Non-Executive Chairman
Frances Coles has nearly 40 years of experience in
corporate finance. He was a founder director of corporate
finance advisory boutique New Boathouse Capital and
Fresh Interactive Technologies where he managed the
deployment of products and services worldwide, working
with some of the key partners in the Pay TV market.
Matthew Peter Earl
later served as a director of AIM listed merchant bank
Non-Executive Director
Quayle Munro following its aquisition of New Boathouse
Matthew has spent over 12 years working in the financial
Capital in 2007. Prior to that, Francis was a director of Baring
services sector primarily in Equity Capital Markets. Matthew
Brothers and subsequently Santander Investment where
started his career with Royal Bank of Scotland plc as an
his responsibilities included debt and equity fundraisings
economist before working at Investec plc. Matthew then
and merger and acquisition activities in the European and
joined Charles Stanley Securities as an equity analyst in
Latin American markets.
José Luis Vázquez
Chief Executive Officer
José L. Vázquez is CEO and Co-Founder of Fresh, a leading
interactive TV player in the Spanish market. He holds a
degree
in Advanced Telecommunication Engineering
(UPM) and an MBA (IESE). He has more than 15 years
of experience in Telecommunication and Interactivity
markets, where he is an skilled professional. He founded
Fresh in year 2000 being the CTO and became the CEO of
the company in 2004. José is one of the leading figures in
the Hispanic Digital TV platforms markets.
Gonzalo Babío
Chief Financial Officer
Gonzalo Babío has a broad experience in media and
technology sectors. His professional career includes three
years working at Arthur Andersen as an auditor, ten years
at Electronic Arts as Finance Director working in Madrid,
Lisbon, Sao Paulo, Lyon and London, and ten years as
Finance Director for The Walt Disney Company Iberia in
Madrid. He has a degree in Business Administration from
the Universidad de Deusto in Bilbao, an EMBA from IESE
Business School in Madrid and a PED from IMD in Lausanne.
José Francisco Gozalbo Sidro
Chief Technology Officer
José joined Mirada as Chief Technology Officer in March
2008, bringing over 18 years of experience in software
development companies.
In this role he has been
responsible for software development, quality assurance,
R&D and presales departments. He has a special focus
on the Latin America region and has helped to build
relationships with big telecoms partners that have led
to multiple deployments of Mirada’s products. Prior to
joining Mirada, José was Chief Technology Officer at
the support services sector, until he moved to head up the
business services research team at Matrix Group Limited
in 2010. More recently he has become an active investor in
small and medium sized businesses.
The Audit Committee and
the Remuneration and
Nomination Committee meet formally at least twice a year.
In the year ended 31 March 2019, Francis Coles and Mathew
Earl attended all meetings of the Audit, Remuneration and
Nomination Committees.
6.
Ensure that between them the directors have
the necessary up-to-date experience, skills and
capabilities:
The Nomination Committee of the Board oversees the hiring
process and makes recommendations to the Board on all
new Board appointments. Where new Board appointments
are considered the search for candidates is conducted, and
appointments are made, on merit, against objective criteria.
Whilst there is not currently a balance of genders on the
Board, the Company’s Directors look to appoint individuals
with complementary skills and experience to fulfil the
Company’s strategy, regardless of gender. The Nomination
Committee also considers succession planning.
The skills and experience of the Board are set out in their
biographical details against principle 5 above. The Directors
bring a mixture of relevant sector, public company and
financial experience to the Board such that it has the
capabilities to deliver the Company’s strategy.
The directors keep
their skillsets up
to date by
attending industry and qualification relevant seminars and
training sessions.
The directors seek advice from their corporate advisers
(including the Company’s nominated adviser, lawyers and
accountants) as necessary.
Dir ectors‹ Report / 23
Review of the Year Corporate Governance Financial Statements 7.
Evaluate board performance based on clear and
10. Communicate how
the Company
is governed
relevant objectives, seeking continuous improvement:
and is performing by maintaining a dialogue with
The Board carries out an evaluation of its performance
shareholders and other relevant stakeholders:
annually, taking
into account the Financial reporting
The Company encourages two-way communication with
Council’s Guidance on Board Effectiveness. The company
both its institutional and private investors and responds
has performed regular reviews of its Board composition,
quickly to all queries received. The CEO talks regularly
considering whether each Director has the appropriate
with the Group’s major shareholders and ensures that their
skills for the proper performance of their duties. The
views are communicated fully to the Board.
Board is satisfied that each individual has the right balance
of financial and market knowledge to understand the
The Board recognizes the AGM and other GMs as
performance and prospects of the business for the proper
important opportunities to meet private shareholders. The
development of the Group.
Directors are available to listen to the views of shareholders
informally, immediately following any General Meeting.
All Directors undergo a performance evaluation before
being proposed for re-election to ensure that their
Directors
performance is and continues to be effective, that where
appropriate they maintain their independence and that
they are demonstrating continued commitment to the role.
Appraisals are carried out each year with all Executive
Directors.
All continuing Directors stand for re-election every
three years.
The directors who held office during the year are given
below:
Executive directors
Mr José-Luis Vázquez Chief Executive Officer
Mr Jose Gozalbo
Mr Gonzalo Babío
Non-executive directors
8.
Promote a corporate culture that is based on ethical
Mr Javier Casanueva
Non- Executive Chairman
values and behaviours:
Ethical values and behaviours are one of the key elements
of Board members’ appraisals. It also forms an important
part of every employee’s appraisal process, with a special
focus on employees with direct contact with customers
Mr Francis Coles
New Chairman from May 17th, 2018
(passed away on May 12th, 2018)
Mr Matthew Earl
Events since the reporting date
and vendors. Company values are also included in the
On June 4, 2019, Mirada Iberia, S.A.U., entered into a new
welcome package that every new employee receives upon
revolving credit facility for up to €1.3million (the “Facility”).
joining the company, which is also available for everyone
The proceeds from the Facility are to be used alongside
on the Intranet.
9.
Maintain governance structures and processes that
are fit for purpose and support good decision-making
by the board:
Our corporate governance statement on structure and
processes is available on our corporate website, AIM Rule
26, Corporate Governance section. Direct link available
here: https://www.mirada.tv/investors/aim-rule-26/
Mirada’s existing debt financing facilities for general working
capital purposes and capex of the Company, including
the implementation of customer contracts announced
and in prospect. The Directors believe that monies drawn
down from the Facility will strengthen the Company’s
balance sheet whilst giving the Company the opportunity
to secure new customer contracts and negotiate and
renew other debt financing facilities, such as invoice
discounting facilities.
24 / Di rectors‹ Report
The Directors believe that the Facility represents the
best financing option currently available to allow the
Company to satisfy its short to medium-term working
capital requirements and to convert its pipeline of new
business opportunities into new customer contracts. The
Facility comprises an immediate drawdown of €500,000
and thereafter up to a further €800,000 can be drawn in
minimum tranches of €200,000 up to a maximum of five
tranches including initial drawdown
On 4 July 2019, Mirada plc signed a Sales and Purchase
Agreement to divest its subsidiary Mirada Connect Ltd
to Pay By Phone Ltd (subsidiary of Volkswagen Financial
Services, AG) for £2.1 million in cash.
Auditors
Each of the persons who are directors at the date of
approval of this report confirms that:
1. so far as the directors are aware, there is no relevant
audit information of which the auditors are unaware;
and
2. the directors have taken all the steps that they ought
to have taken as directors in order to make themselves
aware of any relevant audit information and to establish
that the auditors are aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of s418 of the Companies
Act 2006.
BDO LLP have expressed their willingness to continue in
office as auditors and a resolution to reappoint them will
be proposed at the forthcoming Annual General Meeting.
Approved by the Board of Directors and signed on behalf
of the Board:
José-Luis Vázquez
Chief Executive Officer
10 July 2019
Dir ec tors‹ Report / 25
Review of the Year Corporate Governance Financial Statements AUDIT COMMITTEE REPORT
I am pleased to present the report on behalf of the Audit
IFRS 9 Financial Instruments
Committee.
IFRS 9 has replaced
IAS 39 Financial
Instruments:
Recognition and Measurement with impact in the following
The Committee is responsible for challenging the quality
areas:
of internal and external control and for ensuring that the
financial performance of the Group is properly reported
and reviewed. The Board considers that the Company is
not currently of a size to warrant the need for an internal
audit function although the Board has put in place internal
financial procedures to ensure close internal controls.
• No impairment provision was needed, as the Group
collected all Trade Receivables before 9 July 2019.
• The Group has chosen not to restate comparatives
on adoption of IFRS 9 and, therefore, any changes
have been processed at the date of initial application
Committee Composition
(1 April 2018).
The members of the Audit Committee are myself, Francis
Coles, as Chair, and Matthew P. Earl both independent
IFRS 15 Revenue from contracts with customers
non-executive directors. The Board is of the view that we
have recent and relevant experience. Meetings are held on
average twice a year. José Luis Vázquez (CEO), and Gonzalo
Babío (Finance Director), attend by invitation. I report to the
Board following an Audit Committee meeting and minutes
IFRS 15 has replaced IAS 18 Revenue and IAS 11 Construction
Contracts as well as various interpretations previously
issued by the IFRS Interpretations Committee. The impact
of the new standard was $0.38 million additional equity as
shown in the Consolidated Statement of Changes in Equity.
External auditor
BDO was reappointed as the Group’s auditor at the Annual
General Meeting held on the 23th October 2018. The
Committee considers that its relationship with the auditor is
working well and is satisfied with their effectiveness.
Francis Coles
Chair of the Audit Committee
are available to the Board.
Committee Duties
The main duties of the Committee are set out below:
• Reviewing and recommending to the Board in relation
to the appointment and removal of the external auditor.
• Recomending the external auditor’s remuneration and
terms of engagement.
• Reviewing the independence of the external auditors,
the objectivity and the effectiveness of the audit
process, taking into account relevant professional and
regulatory requirements.
• Reviewing and monitoring the extent of the non-audit
work undertaken by the Group’s external auditor.
• Reviewing a wide range of financial matters including
the annual and half year results.
• Monitoring the controls which ensure the integrity of the
financial information reported to the shareholders.
In the financial year commencing on 1 April 2018, the Group
applied two new accounting standards:
26 / Audit Commi tt ee Rep ort
NOMINATIONS AND REMUNERATIONS COMMITTEE REPORT
I am pleased to present the report on behalf of the Remuneration Committee.
The Committee decides the remuneration policy that applies to executive directors and senior management. The
Remuneration Committee meets as necessary in order to consider and set the annual remuneration for executive directors
and senior managers, having regard to personal performance and industry remuneration rates. In determining that policy, it
considers a number of factors including:
•
the basic salaries and benefits available to executive directors and senior management of comparable companies;
•
the need to attract and retain directors and others of an appropriate calibre; and
•
the need to ensure all executives’ commitment to the success of the Group.
The members of the Audit Committee are myself, Francis Coles, as Chair, and Matthew P. Earl both independent non-
executive directors. The Board is of the view that we have recent and relevant experience. Meetings are held on average
twice a year. José Luis Vázquez (CEO), and Gonzalo Babío (Finance Director), attend by invitation. I report to the Board
following a Nomination and Remuneration Committee meeting and minutes are available to the Board.
Non-executive directors are appointed on contracts with a three-month notice period and may be awarded fees as
determined by the Board.
Executive directors are appointed on contracts with a 12-month notice period.
Directors’ Remuneration
The following table summarises the remuneration receivable by the directors for the year ended 31 March 2019.
Executive
José-Luis Vázquez
Jose Gozalbo
Gonzalo Babío
Non-executive
Javier Casanueva
Mathew Earl
Francis Coles
Salary &
fees
$000
Benefits
$000
Share-based
payment
$000
261
199
163
5
39
56
723
3
11
9
-
-
-
23
9
14
-
4
-
3
30
2019
Total
$000
273
224
172
9
39
59
776
2018
Total
$000
279
226
175
46
42
45
813
The directors’ participation in the company’s share option plan is detailed in Note 23 and, as confirmed in Note 8, there were
no contributions paid into a pension scheme for any director.
Javier Casanueva sadly passed away on 12 May 2018. I, Francis Coles, a long-standing non-executive Director, took the role
of non-executive Chairman on May 17th, 2018.
Chair of the Nominations and Remuneration Committee
Francis Coles
Dir ec tors’ Remuneratio n Report / 27
Review of the Year Corporate Governance Financial Statements STATEMENT OF DIRECTORS‘ RESPONSIBILITIES
Directors’ responsibilities
The directors are responsible 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 group and company
financial statements
in accordance with
International
Financial Reporting Standards (IFRSs) as adopted by the
European Union. Under company law the directors must
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 requirements of 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.
Website publication
not approve the financial statements unless they are
The directors are responsible for ensuring the annual
satisfied that they give a true and fair view of the state of
report and the financial statements are made available on
affairs of the group and company and of the profit or loss
the Company’s website. Financial statements are published
of the Group for that year. The directors are also required
on the company’s website in accordance with legislation
to prepare financial statements in accordance with the
in the United Kingdom governing the preparation and
rules of the London Stock Exchange for companies trading
dissemination of financial statements, which may vary
securities on AIM.
from legislation in other jurisdictions. The maintenance
and integrity of the company’s website is the responsibility
In preparing these financial statements, the directors are
of the directors. The directors’ responsibility also extends
required to:
to the ongoing
integrity of the financial statements
contained therein.
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• state whether they have been prepared in accordance
with IFRSs as adopted by the European Union, subject
to any material departures disclosed and explained in
the financial statements;
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
company will continue in business.
28 / Statement of Di re ctors‘ Re s p on s i b i l i t i e s
INDEPENDENT AUDITOR‘S REPORT TO THE MEMBERS OF MIRADA PLC
Opinion
We have audited the financial statements of Mirada Plc
(the ‘Parent Company’) and its subsidiaries (the ‘Group’)
for the year ended 31 March 2019 which comprise the
consolidated statement of comprehensive income, the
consolidated and company statements of changes in
equity, the consolidated and company statements of
financial position, the consolidated statement of cash flows
and notes to the financial statements, including a summary
of significant accounting policies.
Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit
of the financial statements section of our report. We are
independent of the Group and the Parent 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 as applied to listed entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
The financial reporting framework that has been applied
in the preparation of the Group financial statements is
Conclusions relating to going concern
applicable
law and
International Financial Reporting
We have nothing to report in respect of the following
Standards (IFRSs) as adopted by the European Union. The
matters in relation to which the ISAs (UK) require us to
financial reporting framework that has been applied in the
report to you where:
preparation of the Parent Company financial statements is
applicable law and United Kingdom Accounting Standards,
including Financial Reporting Standard 101 Reduced
•
the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements
Disclosure Framework
(United Kingdom Generally
is not appropriate; or
Accepted Accounting Practice).
In our opinion:
•
the Directors have not disclosed in the financial
statements any identified material uncertainties that
may cast significant doubt about the Group’s or the
•
the financial statements give a true and fair view of the
Parent Company’s ability to continue to adopt the
state of the Group’s and of the Parent Company’s affairs
going concern basis of accounting for a period of at
as at 31 March 2019 and of the Group’s loss for the year
least twelve months from the date when the financial
then ended;
statements are authorised for issue.
•
the Group financial statements have been properly
Key audit matters
prepared in accordance with IFRSs as adopted by the
European Union;
•
the Parent Company financial statements have been
properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
•
the financial statements 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.
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
financial statements of the current period and include the
most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the
efforts of the engagement team. These matters were
addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
Independent Au di tors‘ Report / 2 9
Review of the Year Corporate Governance Financial Statements INDEPENDENT AUDITOR‘S REPORT TO THE MEMBERS OF MIRADA PLC
continued
Matter
How we addressed the matter in our audit
Goodwill and Intangible asset impairment assessment
Refer to note 13, note 3 and 4.
Our audit procedures involved:
Determining if an impairment charge is required for Goodwill
•
We checked management’s impairment assessment
and Intangible assets involves significant judgements about
for each cash generating unit (CGU), including the
the future results and cash flows of the business, including
discounted cash flow analysis. As part of this, we
forecast growth in future revenues and operating profit
challenged
the key assumptions,
including
the
margins, as well as determining an appropriate discount
growth rate and discount rates applied. This included
factor and long term growth rate.
consultation with valuations experts on the appropriate
We therefore focused on these areas and the judgements
use of key assumptions.
applied to future forecasts.
•
Based on external evidence examined i.e. industry
growth rates, inflation and UK GDP growth rates, we
performed sensitivity testing on revenue growth and
discount rates used in the impairment assessment.
•
Compared the discounted cash flow analysis to the
historical performance and the actual post year-end
results of each CGU.
We found that the assumptions used were reasonable. No
impairment was identified from the work performed.
Capitalised development costs
As described in notes 3 and 4, the group capitalises costs
Our procedures
included considering whether
the
incurred on product development relating to the design
development costs capitalised met
the criteria
for
and development of new or enhanced products.
capitalisation under IAS 38. This included:
Recognition of internally developed intangible assets was
•
Checking consistency of the capitalisation policy with
considered to be a key audit matter, given the involvement
prior year and noted that the policy remains unchanged
of significant
judgement,
including assessing
the
and in line with IAS 38.
technological and commercial feasibility of the projects..
•
Reviewing a sample of project summary reports for
ongoing and completed projects during the year for
which costs were capitalised to confirm that costs
incurred are development in nature and not research
costs.
•
For a sample of capitalised payroll costs, obtained
and reviewed employment contracts and timecards
to confirm that salary costs capitalised relates to
development related activity and therefore appropriately
capitalised.
•
Considering management’s assessment of technical
feasibility through discussions with project developers.
We noted no exceptions through performing these
procedures.
30 / Independent Audi tors‘ Re p or t
INDEPENDENT AUDITOR‘S REPORT TO THE MEMBERS OF MIRADA PLC
continued
Review of the Year
Corporate Governance
Financial Statements
Matter
How we addressed the matter in our audit
Revenue recognition and adoption of IFRS 15
The group’s revenue recognition policy can be found in
We performed testing including:
note 3 and adoption of IFRS 15 in note 2 to the financial
statements.
We consider a significant risk of material misstatement to
arise from the incentive to overstate revenue for the current
period due to market expectations and the loss generated
in the current period. Further, since growth in license
revenue is management’s main key performance indicator
(“KPI”) this increases the incentive to overstate revenue.
Therefore, the key audit matter is the existence of revenue
throughout the financial year.
In addition, this is the first year that IFRS 15 – Revenue from
Contracts with Customers is applicable for Mirada Plc. There
are key judgments involved in determining performance
obligations within a contract, allocating transaction price to
each performance obligation and determining whether to
recognise revenue at a point in time or over time.
This also relates to key disclosures to be made in the
Financial statements.
•
Tested a sample of transactions from the revenue listing
by allocating transaction price to each performance
obligation and checked whether revenue was correctly
recognised at a point in time or over time.
•
Reviewed a sample of sales transactions before and
after year end to ensure that accounted for in the correct
period and accrued for appropriately by agreeing to
supporting evidence.
•
A sample of accrued revenue balances as at year end
has also been agreed to post year end invoices issued
up to 30 April 2019.
To ensure IFRS 15 has been adopted appropriately, our
testing included:
•
A review of the revenue recognition policy for the Group
in light of the requirements of IFRS 15.
•
A review of the requirements of the IFRS 15 transition
and the assessment of expected impacts against the
disclosure adjustments proposed by the group.
As a result of the procedures above we did not find any
material errors in relation to the recognition of revenue.
Our application of materiality
We apply the concept of materiality in performing our audit and evaluating the effect of misstatements. We consider
materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these
levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements,
and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Independent Au ditors‘ Report / 31
INDEPENDENT AUDITOR‘S REPORT TO THE MEMBERS OF MIRADA PLC
continued
We agreed with the audit committee that we would report to the committee all individual audit differences identified during
the course of our audit in excess of £7,100 (2018: £7,000). We also agreed to report differences below these thresholds that,
in our view, warranted reporting on qualitative grounds.
Group Overall materiality
$186,000 (2018: $132,000)
Group Performance materiality (75% of Overall materiality)
$139,500 (2018: $99,000)
Basis for determining (Group and Parent)
Group – 1.5% of revenue (2018: 1.5% of revenue); and
Parent – 1% of total assets (2018 – 1% of total assets)
Rationale for benchmark applied (Group and Parent)
Group – Revenue provides a consistent year on year basis
for determining materiality, is a main KPI and is also a
significant driver of profit/loss for the year.
Parent – Total assets has been used to calculate the basis
of materiality on the basis that the parent company is the
holding company for the group.
Parent company Overall materiality
$113,000 (2018: $99,000)
Parent company Performance Materiality
$84,500 (2018: $74,000)
Component materiality
Each significant component of the group was audited to
of our audit and the extent of sample sizes used during
a lower level of materiality which is used to determine the
the audit.
financial statement areas that are included within the scope
We determined component materiality as follows:
Range of component materiality
71% to 91% of group materiality
Performance materiality was set at 75% (2018 – 75%) of the above materiality figures.
An overview of the scope of our audit
Our group audit was scoped by obtaining an understanding
of the group and its environment, including the group’s
system of internal control, and assessing the risks of
material misstatement in the financial statements at the
group level.
In determining the scope of our audit, we considered
the level of work to be performed at each component in
order to ensure sufficient assurance was gained to allow
us to express an opinion on the financial statements of
the Group as a whole. We tailored the extent of the work
to be performed at each component, either by us, as the
group audit team or component auditors within the BDO
International network, based on our assessment of the risk
of material misstatement at each component. We identified
four centrally controlled components, one of which is
based in Madrid, Spain, as significant, and have audited
these for group reporting purposes. Detailed instructions
were issued and discussed with the component auditor,
and these covered the significant risks to be addressed.
The Group audit team was actively involved in directing the
audit strategy of the component audit, reviewed in detail
the findings and considered the impact of these upon the
Group audit opinion.
For one of the components not considered significant,
we performed analytical review procedures together with
substantive testing on group audit risk areas applicable
to that component based on its relative size, risks in the
business and our knowledge of the entity appropriate
to respond to the risk of material misstatement. Review
procedures were performed by the group audit team on
the remaining one reporting component not considered
significant to the group.
32 / Indepe nde nt Audi to rs‘ Re p or t
INDEPENDENT AUDITOR‘S REPORT TO THE MEMBERS OF MIRADA PLC
continued
Review of the Year
Corporate Governance
Financial Statements
Other information
The Directors are responsible for the other information.
The other information comprises the information included
in the Report and Financial Statements, other than the
financial statements and our auditor’s report thereon. Our
opinion on the financial statements does not cover the
other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form
of assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
•
adequate accounting records have not been kept by
the Parent Company, or returns adequate for our audit
have not been received from branches not visited by
us; or
•
the Parent Company financial statements are not in
agreement with the accounting records and returns; or
•
certain disclosures of Directors’ remuneration specified
by law are not made; or
misstated. If we identify such material inconsistencies
•
we have not
received all
the
information and
or apparent material misstatements, we are required to
explanations we require for our audit.
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.
Opinions on other matters prescribed by the
Companies Act 2006
Responsibilities of directors
As explained more fully in the Statement of directors’
responsibilities set out on page 28, 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
In our opinion, based on the work undertaken in the course
fraud or error.
of the audit:
•
the information given in the Strategic report and the
Directors’ report for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
•
the Strategic report and the Directors’ report have
been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by
exception
In the light of the knowledge and understanding of the
Group and the Parent Company and its environment
obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the
Directors’ report.
In preparing the financial statements, the Directors are
responsible for assessing the Group’s and the Parent
Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using
the going concern basis of accounting unless the Directors
either intend to liquidate the Group or the Parent Company
or to cease operations, or have no realistic alternative but
to do so.
Auditor’s 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.
Independent Au ditors‘ Report / 33
INDEPENDENT AUDITOR‘S REPORT TO THE MEMBERS OF MIRADA PLC
continued
Misstatements can arise from fraud or error and are
so that we might state to the Parent Company’s members
considered material if, individually or in the aggregate, they
those matters we are required to state to them in an auditor’s
could reasonably be expected to influence the economic
report and for no other purpose. To the fullest extent
decisions of users taken on the basis of these financial
permitted by law, we do not accept or assume responsibility
statements.
to anyone other than the Parent Company and the Parent
Company’s members as a body, for our audit work, for this
A further description of our responsibilities for the audit
report, or for the opinions we have formed.
of the financial statements is located on the Financial
Reporting Council’s website
at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
David Butcher (senior statutory auditor)
For and on behalf of BDO LLP, statutory auditor
auditor’s report.
Use of our report
London
United Kingdom
10 July 2019
This report is made solely to the Parent Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
BDO LLP is a limited liability partnership registered in England
Companies Act 2006. Our audit work has been undertaken
and Wales (with registered number OC305127).
34 / Our products
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended 31 March 2019
Revenue
Cost of sales
Gross profit
Depreciation
Amortisation
Share-based payment charge
Staff costs
Other administrative expenses
Total administrative expenses
Operating loss
Finance income
Finance expense
Loss before taxation
Taxation
Loss for year
Other comprehensive income for the period
Amounts that will or may be reclassified to the
profit or loss
Forex on translation of foreign operations
Total comprehensive loss for the period
Loss per share
Loss per share for the year
– basic & diluted
The notes on pages 39 to 67 form part of these financial statements
Notes
5
14
13
23
8
7
9
10
11
2019
$000
12,322
(857)
11,465
(80)
(3,578)
(70)
(7,249)
(3,402)
(14,379)
(2,914)
141
(523)
(3,296)
184
(3,112)
2018
$000
8,816
(874)
7,942
(73)
(3,352)
(72)
(5,599)
(3,464)
(12,560)
(4,618)
84
(634)
(5,168)
298
(4,870)
(565)
(3,677)
999
(3,871)
Notes
Year ended
31 March 2019
$
Year ended
31 March 2018
$
12
(0.006)
(0.035)
Consoli dated Statem ent of Co mp rehensi ve Income / 35
Review of the Year Corporate Governance Financial Statements
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 March 2019
Goodwill
Other Intangible assets
Property, plant and equipment
Other Receivables
Non-current assets
Trade & other receivables
Cash and cash equivalents
Current assets
Total assets
Loans and borrowings
Related parties loans and interests
Trade and other payables
Contract liabilities
Current liabilities
Net current liabilities
Total assets less current liabilities
Interest bearing loans and borrowings
Non-current liabilities
Total liabilities
Net assets
Issued share capital and reserves attributable to
equity holders of the company
Share capital
Share premium
Other reserves
Accumulated loss
Equity
Notes
13
13
14
15
15
25
17
17
16
16
18
21
2019
$000
5,924
5,855
222
398
12,399
5,421
117
5,538
17,937
(3,257)
-
(1,958)
(1,019)
(6,234)
(696)
11,703
(1,721)
(1,721)
(7,955)
9,982
12,015
15,995
15,398
(33,426)
9,982
2018
$000
6,492
7,072
247
308
14,119
4,484
1,937
6,421
20,540
(4,246)
(6,917)
(2,320)
(1,360)
(14,843)
(8,422)
5,697
(2,477)
(2,477)
(17,320)
3,220
2,261
15,760
15,985
(30,786)
3,220
These financial statements were approved and authorised for issue on July 10th 2019
Signed on behalf of the Board of Directors
José Luis Vázquez
Chief Executive Officer
The notes on pages 39 to 67 form part of these financial statements
36 / Consoli date d Stat eme nt of Fi n a n c i a l Pos i t i o n
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Year ended 31 March 2019
Review of the Year
Corporate Governance
Financial Statements
Balance at 1 April 2018
2,261
15,760
11,122
4,863
(30,786)
3,220
Share
capital
$000
Share
premium
$000
Foreign
exchange
reserve
$000
Merger
reserves
$000
Accumulated
losses
$000
Total
$000
Prior Year Adjustment-IFRS 15 (Note 2)
Loss for the year
Other comprehensive income
Movement in foreign exchange
-
-
-
-
-
-
-
-
(587)
-
-
-
380
380
(3,112)
(3,112)
22
Total comprehensive loss for the year
2,261
15,760
10,535
4,863
(33,496)
Transactions with owners
Share-based payment
Conversion of convertible loans
into shares
Issue of shares
-
5,858
-
235
3,896
-
-
-
-
-
-
-
70
-
-
(565)
(77)
70
6,093
3,896
Balance at 31 Mar 2019
12,015
15,995
10,535
4,863
(33,426)
9,982
Share
capital
$000
Share
premium
$000
Foreign
exchange
reserve
$000
Merger
reserves
$000
Accumulated
losses
$000
Total
$000
Balance at 1 April 2017
2,261
15,760
10,134
4,863
(25,930)
7,088
Loss for the year
Other comprehensive income
Movement in foreign exchange
-
-
-
-
-
988
-
-
(4,870)
(4,870)
11
999
Total comprehensive loss for the year
2,261
15,760
11,122
4,863
(30,789)
3,217
Transactions with owners
Share-based payment
-
-
-
-
3
3
Balance at 31 March 2018
2,261
15,760
11,122
4,863
(30,786)
3,220
The notes on pages 39 to 67 form part of these financial statements
Consolid ate d Statem ent of Ch ang es In Equity / 37
CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended 31 March 2019
Cash flows from operating activities
Loss after tax
Adjustments for:
Depreciation of property, plant and equipment
Amortisation of intangible assets
Share-based payment charge
Finance income
Finance expense
Taxation
Operating cash flows before movements in working capital
Increase in trade and other receivables
(Decrease)/Increase in trade and other payables
Taxation received
Net cash used in operating activities
Cash flows from investing activities
Interest and similar income received
Purchases of property, plant and equipment
Purchases of other intangible assets
Net cash used in investing activities
Cash flows from financing activities
Interest and similar expenses paid
Conversion of convertible loans into shares
Loans received
Related parties loans received
Repayment of loans
Net cash from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Exchange losses on cash and cash equivalents
Cash and cash equivalents at the end of the year
The notes on pages 39 to 67 form part of these financial statements
Notes
2019
$000
2018
$000
(3,112)
(4,870)
14
13
14
13
25
25
80
3,578
70
(141)
523
(184)
814
(1,654)
(703)
307
(1,236)
141
(80)
(3,127)
(3,066)
(523)
3,896
1,201
-
(2,150)
2,424
(1,878)
1,937
58
117
73
3,352
72
(84)
634
(298)
(1,121)
(1,608)
453
540
(1,736)
84
(161)
(3,780)
(3,857)
(634)
-
3,020
6,588
(1,827)
7,147
1,554
277
106
1,937
38 / Consolidated Statement of Ca s h F lows
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2019
Review of the Year
Corporate Governance
Financial Statements
Adoption of new and revised standards effective from 1
Retained earnings
1. General information
Mirada plc is a company incorporated in the United
Kingdom. The address of
the
registered office
is
68 Lombard Street, London, EC3V 9LJ. The nature of
the Group’s operations and its principal activities are the
provision and support of products and services in the
Digital TV and Broadcast markets.
2. Changes in accounting policies
April 2018
IFRS 9 – Financial Instruments
IFRS 9 – Financial instruments has replaced IAS 39 Financial
Instruments: Recognition and Measurement and has not
had a material effect on the Company:
The impairment provision on financial assets measured at
amortised cost (such as trade and other receivables) has
been calculated in accordance with IFRS 9’s expected
credit loss model.
The Group did not identify significant changes in its
consolidated financial statements due to applying the
classification and measurement requirements of IFRS 9.
The Group has set up an analysis regarding expected
credit losses. Since all Trade Receivables balances have
been collected before 9 July 2019, it has been concluded
that the impact of the new standard on the Group
was immaterial.
The Group has chosen not to restate comparatives on
adoption of IFRS 9.
IFRS 15 – Revenue from Contracts with Customers
IFRS 15 establishes a comprehensive framework for
determining whether, how much and when revenue is
The impact of the new standard was $0.38 million as
shown in the Consolidated Statement of Changes in Equity.
The following table summarises the impact, net of tax, of
transition to IFRS 15 on retained earnings at 1 April 2018:
Assets
Total Assets
Equity
Total Equity
Liabilities
Contract liabilities
Total Liabilities
Total equity and liabilities
1 April 2018
–
380
380
(380)
(380)
–
The impact of adoption on the main revenue streams is:
• Contracts with customers in respect of Development:
The Group has determined the incurred works are
specific to the customer and cannot be used on
alternative contracts. In addition, Mirada has the right
to payment for all incurred works. Accordingly, the
revenue is recognised over the time of the contract.
• Contracts with customers in respect of the parking
transactions: Under IFRS 15, revenue is recognised in
the same month as the end user has used the cashless
parking services. Since there are not differences
between the revenue recognition in accordance with
IFRS 15 and IAS 18, there has not been any impact of
IFRS 15 application on this revenue stream.
• Contracts with customers in respect of licences are
recognised as per the number of STBs or Households
(depending on contracts) where the Mirada Software is
installed. Licences cover the right of use of the software
recognised. It replaced IAS 18 Revenue, IAS 11 Construction
in the initial conditions without any right to modify it.
Contracts and related interpretations. Under IFRS 15,
None of the contracts have an end or termination date.
revenue is recognised when a customer obtains control
Typically, once you sign a contract, you keep using
of the goods or services. Determining the timing of the
the software for many years. Revenue is recognised
transfer of control – at a point in time or over time – requires
at a point in time. The impact of the new standard was
judgement.
The Group has applied IFRS 15 using the cumulative effect
method to those contracts which are not completed as of
1 April 2018, with the effect of initially applying this standard
recognized at the date of initial application. Accordingly, the
comparative information is not restated.
$0.38 million as shown in the Consolidated Statement
of Changes in Equity.
• Contracts with customers in respect of managed
services continue to be recognised monthly along the
duration of the contracts. Therefore IFRS 15 has not
had any impact on this revenue stream. In some cases,
these outsourcing services can be carried out by a
different company.
Notes to the Fi nanci al Statements / 39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2019 – continued
2. Changes in accounting policies – continued
•
lease contracts with a duration of less than 12 months,
Invoices are due within 30 days, according to contractual
terms. Sometimes the payments received from customers
at each balance sheet date do not necessarily coincide with
the amount of revenue recognised under the contracts.
The assets and liabilities of the contracts are included
in Accrued Income and Deferred Income, respectively
(see note 5).
The Company has applied the practical expedient.
Therefore, no information is provided about remaining
performance obligation at 31 March 2019 as Mirada has a
right to payments for all incurred works.
and/or leases for which the underlining asset is of
low value, will continue to be expensed to the income
statement on a straight-line basis over the lease term;
•
the lease term has been determined with the use of
hindsight where the contract contains options to extend
the lease.
The adoption of the standard will result in replacing the
existing operating lease expenses, within administrative
expenses, with
interest and depreciation expenses.
Therefore, it is likely to result in an increase in EBITDA.
The Group is in the early stages of assessing the potential
New Standards, interpretations and amendments not yet
impact of adopting this standard. The new accounting
effective
The following standard has been issued by the IASB and
policies are subject to change until the Group presents its
first financial statements in fiscal year 2020 that include the
has been adopted by the EU:
date of initial application.
IFRS 16- Leases (Applicable from 1 April 2019)
The Group is required to adopt IFRS 16 Leases from 1 April
2019. IFRS 16 replaces existing leases guidance, including
IAS 17 Leases. The Group has assessed the estimated
impact that initial application of IFRS 16 will have on its
consolidated financial statements, as described below.
IFRS 16 introduces a single, on-balance sheet lease
accounting model for lessees. A lessee recognizes a right-
of-use asset representing its right to use the underlying
asset and a lease liability representing its obligation to
make lease payments.
The adoption of other amendments and interpretations
are likely to not have a material impact on the financial
statements of the Group and Company.
3. Significant accounting policies
Basis of accounting
These Group financial statements have been prepared
in accordance with
International Financial Reporting
Standards,
International Accounting Standards and
Interpretations issued by the International Accounting
Standards Board as adopted by European Union (“IFRSs”)
and with those parts of the Companies Act 2006 applicable
to companies preparing their accounts under IFRSs.
In this respect, the Group will recognise new assets and
liabilities for its operating leases. The nature of expenses
Going concern
related to those leases will now change because the Group
These financial statements have been prepared on the going
will recognise a depreciation charge for right-of-use assets
concern basis. The Directors have reviewed the Company
and interest expense on lease liabilities.
and Group’s going concern position taking account of its
current business activities, budgeted performance and
Previously, the Group recognised operating lease expense
the factors likely to affect its future development, which
on a straight-line basis over the term of the lease, and
are set out in this Annual report, and include the Group’s
recognised assets and liabilities only to the extent that there
objectives, policies and processes for managing its capital,
was a timing difference between actual lease payments
its financial risk management objectives and its exposure to
and the expense recognised.
credit and liquidity risks.
The Group is applying the modified retrospective transition
As at 31 March 2019, the Group had cash and cash
method under which comparative information will not be
equivalents of $0.12m (2018: $1.94m), net cash used in
restated and has elected to use the following practical
operating activities of $1.24m (2018: net cash used in
expedients permitted by the standard:
operating activities $1.74m), realised a loss for the year of
$3.07m, (2018: a loss of $4.87m), net current liabilities of
• on initial application, IFRS 16 will be only been applied
to contracts that were previously classified as leases;
$0.66m (2018: net current liabilities of $8.42m) and had net
assets of $10.02m (2018: $3.22m).
40 / Notes to the Finan ci al Stat em ent s
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2019 – continued
Review of the Year
Corporate Governance
Financial Statements
The directors have prepared cash flow forecasts covering a
1) Revenues from development fees (which include set-up
period of at least 12 months from the date of approval of the
fees): these are recognised according to management’s
financial statements. If the forecast is achieved, the Group
estimation of the stage of completion of the project.
will be able to operate within its existing facilities. However,
This is measured by reference to the amount of
the time to close new customers and the value of each
development time spent on a project compared to the
customer, which are deemed high volume and low value in
most up to date calculation of the total time estimated
nature are factors which constrain the ability to accurately
to complete the project in full.
predict revenue performance. Furthermore, investment
in winning customers, via marketing expenditure, and
Since the Group has determinate the works incurred
servicing and delivering to new customers remains an
are specific to the customer and cannot be used on
important function of the forecasts too. As such, there is a
alternative contracts and Mirada has right to payment
risk that the group’s working capital may prove insufficient
for all incurred works, the revenue is recognised over
to cover both operating activities and the repayment of its
the time.
debt facilities. In such circumstances, the group would be
obliged to seek additional funding though a placement of
2) Sale of licence: Revenue from licences are earned from
shares or source other funding. The directors have had a
two specific and separate streams.
history of raising financing from similar transactions.
The directors have concluded that the circumstances set
forth above enable the Company and Group to continue
i) Where the revenue relates to the sale of a one-off
licence, the licence element of the sale is recognised
as income when the following conditions have been
as a going concern for the foreseeable future. The financial
satisfied:
statements do not include the adjustments that would be
required if the Company and the Group were unable to
continue as a going concern.
• The software has been provided to the customer
in a form that enables the customer to utilise it;
Basis of consolidation
• The ongoing obligations of the Group to the
The consolidated financial statements incorporate the
customer are minimal; and
financial statements of the Company and entities controlled
by the Company (its subsidiaries) made up to 31 March
• The amount payable by the customer
is
2019.
determinable and
there
is a
reasonable
expectation of payment.
Where the company has control over an investee, it
is classified as a subsidiary. The company controls an
The performance obligation included in this type
investee if all three of the following elements are present:
of contract is to provide initially licence and key
power over the investee, exposure to variable returns from
to access.
the investee, and the ability of the investor to use its power
to affect those variable returns. Control is reassessed
ii) Contract licence fees payable by customers are
whenever facts and circumstances indicate that there may
dependent upon the number of end user subscribers
be a change in any of these elements of control.
signing up to the customer’s digital television
service, purchased Set Top Boxes or active devices.
All
intra-group
transactions, balances,
income and
Licences cover the right of use of the software in
expenses are eliminated on consolidation.
Revenue recognition
The Group has applied IFRS 15 from 1 April 2018. For
further information about the application of this standard
see Note 2.
Interactive service revenues are divided into 5 types:
development fees, the sale of licences, SaaS, managed
services and self-billing revenues.
the initial conditions without any right to modify it.
None of the contracts have an end or termination
date. Typically, once you sign a contract, you keep
using the software for many years.
For this type of contract, revenues are recognised by
multiplying the individual licence fee by the net increase
in the customer’s subscriber base, purchased Set Top
Boxes or active devices.
Notes to the Financia l Statements / 41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
3. Significant accounting policies – continued
Goodwill arising on acquisition is recognised as an asset and
The Group promises to grant a licence that provides a
customer with a right to use and obtain substantially all
the benefits from the licence. As a consequence of this,
the recognition of the revenue is at a point in time at
which the licence is granted.
3) SaaS: Some of the licence software are under Software
as a Service model (SaaS). Under this model, lower
integration set up fees than in other agreements are
offset by recurrent monthly licence fee revenues.
Revenue for SaaS arrengements are recognised over
the period of the arrangement to reflect the ongoing
service provider.
4) Managed services – revenue is measured on a straight
line basis over the length of the contract.
5) Transactions revenues: These are earned through a
revenue-share agreement between Mirada and the
customers which is presented in the Mobile segment.
The Group are informed by the customer of the amount
of revenue to invoice and the revenues are recognised
at a point
in time
in the period these services
are provided.
initially measured at cost and is accounted for according to
the policy below.
Goodwill
Goodwill represents the excess of the cost of acquisition
over the Group’s interest in the fair value of the identifiable
assets and liabilities of the acquired business at the date
of acquisition. Goodwill is initially recognised as an asset
at cost and is subsequently measured at cost less any
accumulated impairment losses.
On disposal of a subsidiary the attributable amount of
goodwill is included in the determination of the profit or
loss on disposal.
For the purpose of impairment testing, goodwill is allocated
to each of the Group’s cash-generating units expected
to benefit from the synergies of the combination. Cash-
generating units to which goodwill has been allocated are
tested for impairment annually, or more frequently when
there is an indication that the unit may be impaired. If the
recoverable amount of the cash-generating unit is less
than the carrying amount of the unit, the impairment loss
is allocated first to reduce the carrying amount of any
goodwill allocated to the unit and then to the other assets
of the unit pro-rata on the basis of the carrying amount of
Where agreements involve multiple obligations, the entire
fee from such arrangements is allocated to each of the
each asset in the unit.
individual obligations based on each obligation’s fair value.
Other intangible assets
The revenue in respect of each element is recognised in
accordance with the above policies.
Certain revenues earned by the Group are invoiced in
advance. As outlined in the revenue recognition policy
above, revenues are recognised in the period in which the
Group provides the services to the customer, revenues
relating to services which have yet to be provided to the
customer are deferred.
Business combinations
Acquisitions of businesses are accounted for using the
purchase method. The cost of the acquisition is measured
at the aggregate of the fair values, at the date of exchange,
of assets given, liabilities incurred or assumed, and equity
instruments issued or to be issued, by the Group in
exchange for control of the acquiree, plus any costs directly
attributable to the business combination. The acquiree’s
identifiable assets, liabilities and contingent liabilities that
meet the conditions for recognition under IFRS 3 are
recognised at their fair value at the acquisition date.
Intangible assets acquired as part of a business combination
are initially recognised at their fair value and subsequently
amortised on a straight line basis over their useful economic
lives. Intangible assets that meet the recognition criteria of
IAS 38, “Intangible Assets” are capitalised and carried at cost
less amortisation and any impairment losses. Intangible
assets comprise of completed technology, acquired
software, capitalised development costs and goodwill.
Amortisation of other intangible assets is calculated over
the following periods on a straight-line basis:
Completed technology
- over a useful life of 4 years
Deferred development costs - over a useful life of 3 to 4
years
The amortisation is charged to administrative expenses in
the consolidated income statement. Completed technology
relates to software and other technology related intangible
assets acquired by the Group from a third party. Deferred
development costs are internally-generated intangible
42 / Notes to the F inan ci al Stat em ent s
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
Review of the Year
Corporate Governance
Financial Statements
assets arising from work completed by the Group’s product
Recoverable amount is the higher of fair value less costs
development team.
to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present
Internally-generated intangible assets – research and
value using a pre-tax discount rate that reflects current
development expenditure
Any internally-generated intangible asset arising from the
Group’s development projects are recognised only if all of
the following conditions are met:
• The technical feasibility of completing the intangible
asset so that it will be available for use or sale.
• The intention to complete the intangible asset and use
or sell it.
• The ability to use or sell the intangible asset.
• How the intangible asset will generate probable future
economic benefits. Among other things, the Group can
demonstrate the existence of a market for the output of
the intangible asset or the intangible asset itself or, if it
is to be used internally, the usefulness of the intangible
asset.
market assessments of the time value of money and the
risks specific to the asset for which the estimates of future
cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating
unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (cash-generating unit) is
reduced to its recoverable amount. An impairment loss is
recognised in the impairment of intangible assets line in
the consolidated statement of comprehensive income as
an expense immediately.
Where an impairment loss subsequently reverses, the
carrying amount of the asset (cash-generating unit) is
increased to the revised estimate of its recoverable amount,
but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had
no impairment loss been recognised for the asset (cash-
generating unit) in prior periods. A reversal of an impairment
loss is recognised as income immediately.
• The availability of adequate technical, financial and
Goodwill impairments are not reversed.
other resources to complete the development and to
use or sell the intangible asset.
Property, plant and equipment
•
Its ability to measure reliably the expenditure attributable
accumulated depreciation and any impairment in value.
Property, plant and equipment is stated at cost less
to the intangible asset during its development.
If a development project has been abandoned, then
equipment, other than freehold land, at rates calculated
any unamortised balance is immediately written off to
to write off the cost, less estimated residual value based
the income statement. Where no internally-generated
on current prices, of each asset evenly over its expected
Depreciation
is provided on all property, plant and
intangible asset can be
recognised, development
useful life, as follows:
expenditure is recognised as an expense in the period
in which it is incurred. The amortisation is charged to
– Office & computer equipment
33.3% per annum
administrative expenses in the consolidated statement of
comprehensive income.
– Short-leasehold improvements 10% per annum
Impairment of non current assets excluding deferred tax
assets
At each reporting date, the Group reviews the carrying
amounts of its tangible and intangible assets to determine
whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists,
the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any).
The carrying values of property, plant and equipment
are reviewed for impairment if events or changes in
circumstances indicate the carrying value may not be
recoverable. The asset’s residual values, useful lives and
methods are reviewed, and adjusted if appropriate, at each
financial period end.
Notes to the Financia l Statements / 43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
3. Significant accounting policies – continued
of the issue price over the par value is recorded in the share
Financial instruments
premium reserve.
Financial assets and financial liabilities are recognised on
the Group’s statement of financial position at fair value when
the Group becomes a party to the contractual provisions of
the instrument.
Trade receivables
Trade receivables represent amounts due from customers
in the normal course of business.
The group applies the IFRS 9 simplified approach to
measuring expected credit losses which uses a lifetime
expected credit loss allowance for all trade receivables and
contract assets. During this process the probability of non-
payment of a trade receivable balance is assessed and
multiplied by an expected amount of credit loss as a result
of the likely credit default. The group has set up a matrix
using the age a debtor is overdue and any likely events as
a criteria to determine the default probability. This uses 5
categories ranging from 0% to 90% probability.
Incremental external costs directly attributable to the issue
of new shares (other than in connection with a business
combination) are recorded in equity as a deduction, net of
tax, to the share premium reserve.
Bank Borrowings
Interest-bearing bank loans are initially recorded at fair value
less direct issue costs. Finance charges are accounted
for on an accruals basis in the income statement using
the effective interest rate method and are added to the
carrying amount of the instrument to the extent that they
are not settled in the period in which they arise.
Invoice discounting
The Group has an invoice discounting facility secured on
the trade debtors as specified in note 17. Liabilities under
this arrangement are shown in borrowings.
Trade payables
The Group only have assets that are categorised as
Trade payables are initially measured at fair value, and
amortised cost and the application of ECL has not had a
are subsequently measured at amortised cost, using the
material impact to the impairment provision because all
effective interest rate method.
trade receivables balances have been collected before the
reporting date. As a conclusion, the impact of the IFRS 9 on
Employee share incentive plans
the Group was immaterial.
Cash and cash equivalents
The Group issues equity-settled share-based payments to
certain employees (including directors). These payments
are measured at fair value at the date of grant by use
Cash and cash equivalents include cash at hand and
of the Black-Scholes pricing model. This fair value cost
deposits held at call with banks with original maturities of
of equity-settled awards is recognised on a straight-
three months or less, net of bank overdrafts.
line basis over the vesting period, based on the Group’s
Financial liabilities and equity instruments
Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements
entered into. An equity instrument is any contract that
evidences a residual interest in the assets of the Group
after deducting all of its liabilities.
estimate of shares that will eventually vest and adjusted
for the effect of any non market-based vesting conditions.
The expected life used in the model has been adjusted,
based on management’s best estimate, for the effects of
non-transferability, exercise restrictions, and behavioural
considerations. A corresponding credit is recorded in equity
in the retained earnings.
Equity instruments issued by the Company are recorded at
Leases
the proceeds received, net of direct issue costs.
Leases taken by the Group are assessed individually as
to whether they are finance leases or operating leases.
Financial instruments issued by the Group are treated
Leases are classified as finance leases whenever the terms
as equity only to the extent that they do not meet the
of the lease transfer substantially all the risks and rewards
definition of a financial liability. The Group’s ordinary shares
of ownership to the lessee. All other leases are classified as
are classified as equity. When new shares are issued, they
operating leases.
are recorded in share capital at their par value. The excess
44 / Notes to th e F in anc i al State ments
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
Review of the Year
Corporate Governance
Financial Statements
Operating lease rental payments are recognised as an
levied by the same taxation authority and the Group intends
expense in the statement of comprehensive income on a
to settle its current tax assets and liabilities on a net basis.
straight-line basis over the lease term. The benefit of lease
incentives is spread over the term of the lease.
Research and development tax credit
Taxation
Companies within the group may be entitled to claim
special tax allowances in relation to qualifying research and
The tax expense represents the sum of the current tax and
development expenditure (e.g. R&D tax credits). The group
deferred tax charges.
accounts for such allowances as tax credits and recognise
them when it is probable that the benefit will flow to the
The tax currently payable is based on taxable profit for the
group and that benefit can be reliably measured. R&D tax
period. Taxable profit differs from net profit as reported
credits reduce current tax expense and, to the extent the
in the income statement because it excludes items of
amounts due in respect of them are not settled by the
income or expense that are taxable or deductible in other
balance sheet date, reduce current tax payable.
years and it further excludes items that are never taxable or
deductible. The Group’s liability for current tax is calculated
Retirement benefit costs
using tax rates that have been enacted or substantively
enacted by the reporting date.
Deferred tax is the tax expected to be payable or
The Group operates defined contribution pension
schemes. The amount charged to the statement of
comprehensive income in respect of pension costs and
other post-retirement benefits is the contributions payable
recoverable on differences between the carrying amounts
in the period.
of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of
taxable profit and is accounted for using the balance sheet
liability method. Deferred tax liabilities are recognised for
all taxable temporary differences and deferred tax assets
are recognised to the extent that it is probable that taxable
profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are
not recognised if the temporary difference arises from the
initial recognition of goodwill or from the initial recognition
(other than in a business combination) of other assets and
liabilities in a transaction that affects neither the tax profit
nor the accounting profit.
The carrying amount of deferred tax assets is reviewed
at each reporting date and reduced to the extent that it
is no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected
to apply in the period when the liability is settled or the
asset is realised. Deferred tax is charged or credited in the
income statement, except when it relates to items charged
or credited directly to equity, in which case the deferred tax
is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes
Differences between contributions payable in the period
and contributions actually paid are shown as either accruals
or prepayments in the statement of financial position.
Foreign exchange
The individual financial statements of each group company
are presented in the currency of the primary economic
environment in which it operates (its functional currency).
For the purpose of the consolidated financial statements,
the result and the financial position of each group company
are expressed in US Dollars, which is the presentational
currency for the consolidated financial statements.
On translation of balances into the functional currency of
the entity in which they are held, exchange differences
arising on the settlement of monetary items, and on the
retranslation of monetary items, are included in profit or
loss for the period.
For the purpose of presenting consolidated financial
statements, the assets and liabilities of the Group’s foreign
operations are translated at exchange rates prevailing
on the reporting date. Income and expense items are
translated at the average exchange rates for the period,
unless exchange rates fluctuate significantly during that
period, in which case the exchange rates at the date of
transactions are used.
Notes to the Financia l Statements / 45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
3. Significant accounting policies – continued
Impairment of goodwill and intangibles
Exchange differences arising on translating the opening
Determining whether goodwill is impaired requires an
statement of financial position and the current year income
estimation of the value in use of the cash-generating units
statements are classified as equity and transferred to
to which goodwill has been allocated. The value in use
the Group’s foreign exchange reserve. Such translation
calculation requires the Group to estimate the future cash
differences are recognised as income or an expense in the
flows expected to arise from the cash-generating units and
period in which the operations is disposed of.
the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects
Goodwill and fair value adjustments arising on the acquisition
current market assessments of the time value of money and
of a foreign entity are treated as assets and liabilities of the
the risks specific to the cash-generating unit. This includes
foreign entity and translated at the closing rate. The Group
the directors’ best estimate on the likelihood of current
has elected to treat goodwill and fair value adjustments
deals in negotiation not yet concluded. Consequently,
arising on acquisitions before the date of transition to IFRS
the outcome of negotiations may vary materially from
as sterling denominated assets and liabilities.
management expectation. See note 13 for more details.
4.
Critical accounting judgements and key
Capitalised development costs
sources of estimation uncertainty
Critical judgements in applying the Group’s accounting
policies
In the application of the Group’s accounting policies, which
are described in notes 2 and 3, the directors are required
to make judgements, estimates and assumptions about
the carrying amounts 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.
Any internally generated intangible asset arising from
the Group’s development projects are recognised only
once all the conditions set out in the accounting policy
Internally Generated Intangible Assets (refer to note 2) are
met. The amortisation period of capitalised development
costs is determined by reference to the expected flow of
revenues from the product based on historical experience.
Furthermore, the Group reviews, at the end of each financial
year, the capitalised development costs for each product
for indications of any loss of value compared to net book
value at that time. This review is based on expected future
contribution less the total expected costs.
The estimates and underlying assumptions are reviewed
on an ongoing basis.
Key sources of estimation uncertainty and judgements
The Group capitalises spend on development of new
software and
the delivery of
innovative software.
Management exercises judgement in establishing both
the technical feasibility of completing an intangible asset
The following are the critical judgements and estimates
which can be sold, and the degree of certainty that a
that the directors have made in the process of applying
market exists for the asset, or its output, based on feedback
the Group’s accounting policies that has the most
from existing and potential customers, for the generation
significant effect on the amounts recognised in the financial
of future economic benefits. In addition, amortisation rates
statements.
are based on estimates of the useful economic lives and
residual values of the assets involved.
Presenting financial information in USD
The reporting currency is US Dollar due to the growing
exposure to the US Dollar, as all major contracts and most of
the new potential deals for the Company are denominated
in this currency. The board therefore believes that USD
financial reporting provides the best presentation of the
group’s financial position, funding and treasury functions,
financial performance and its cash flows. Coupled with the
evolution of the business, the group’s shareholder base
is now largely comprised of investors to whom financial
reporting in GBP is of limited relevance. Internally, the
board also bases its performance evaluation and many
investment decisions on USD financial information.
46 / Notes to the Fin anc i al State me nts
Review of the Year
Corporate Governance
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
5. Revenue from contracts with customers
Dissagregation of revenue
Year to 31 March 2019
Mexico
Europe
Other Americas
Asia
Revenue recognised over a period
Revenue recognised at a point in time
Year to 31 March 2018
Mexico
Europe
Other Americas
Asia
Revenue recognised over a period
Revenue recognised at a point in time
Contract balances
Development
$000
Transactions
$000
5,065
381
913
148
6,507
6,182
325
6,507
—
832
—
—
832
—
832
832
Development
$000
Transactions
$000
2,131
892
1,267
73
4,363
4,243
120
4,363
—
878
—
—
878
—
878
878
Licenses
$000
3,964
73
17
—
4,054
—
4,054
4,054
Licenses
$000
2,542
39
—
—
2,581
—
2,581
2,581
Managed
services
$000
769
159
—
—
928
928
—
928
Managed
services
$000
793
201
—
—
994
994
—
994
Total
$000
9,798
1,445
930
148
12,322
7,110
5,212
12,322
Total
$000
5,466
2,010
1,267
73
8,816
5,237
3,579
8,816
The following table provides information about contract assets (included as accrued income) and contract liabilities
(included as deferred income) from contracts with customers:
Contract assets (accrued income)
Contracts liabilities (deferred income)
The movement in the contract assets and liabilities during the year is set out below:
At 1 April
Transfers in the period from contract assets to trade receivables
Excess of revenue recognised over cash (or rights to cash) recognised during the period
At 31 March
31 March
2019
$000
1,891
1,019
2,910
31 March
2018
$000
989
1,360
2,349
Contract assets
31 March
2019
$000
31 March
2018
$000
989
(989)
1,891
1,891
446
(446)
989
989
Notes to the Fi nanci al Statement s / 47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
5. Revenue from contracts with customers – continued
At 1 April
Amounts included in contract liabilities recognised as revenue in the period
Cash received in advance of performance and not recognised as revenue during the period
At 31 March
Contract liabilities
31 March
2019
$000
1,360
(1,360)
1,019
1,019
31 March
2018
$000
—
—
1,360
1,360
Contract assets (‘accrued income’) and contract liabilities (‘deferred income’) are included within ‘Trade and other receivables’
and ‘deferred income’ respectively on the face of the Statement of Financial Position. They arise from the Group’s revenue
contracts, where work has been performed in advance of invoicing customers, and where revenue is received in advance of
work performed. Cumulatively, payments received from customers at each balance sheet date do not necessarily equate
to the amount of revenue recognised on the contracts.
6. Segmental reporting
Reportable segments
The chief operating decision maker for the Group is ultimately the board of directors. For financial and operational
management, the board considers the Group to be organised into two operating divisions based upon the varying products
and services provided by the Group – Digital TV & Broadcast and Mobile. The products and services provided by each of
these divisions are described in the Strategic Report. The segment headed other relates to corporate overheads, assets
and liabilities.
Segmental results for the year ended 31 March 2019 are as follows:
Revenue
Segmental profit/(loss) (Adjusted EBITDA, see note 7)
Finance income
Finance expense
Depreciation
Amortisation
Share-based payment charge
Profit/(Loss) before taxation
Digital TV &
Broadcast
$000
11,490
1,905
—
—
(70)
(3,578)
—
Mobile
$000
832
171
—
—
(10)
—
—
Other
$000
—
(1,262)
141
(523)
—
—
(70)
Group
$000
12,322
814
141
(523)
(80)
(3,578)
(70)
(1,743)
161
(1,714)
(3,296)
$1.262 million (2018: $1.228 million) disclosed as “Other” comprises employment, legal, accounting and other central
administrative costs incurred at a Mirada Plc level.
48 / Notes to the F inan ci al Stat eme nt s
Review of the Year
Corporate Governance
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
6. Segmental reporting – continued
The segmental results for the year ended 31 March 2018 are as follows:
Revenue –
Segmental profit/(loss) (Adjusted EBITDA, see note 7)
Finance income
Finance expense
Depreciation
Amortisation
Share-based payment charge
Profit/(Loss) before taxation
There is no material inter-segment revenue.
Digital TV &
Broadcast
$000
Mobile
$000
7,938
(102)
—
—
(63)
(3,352)
—
878
209
—
—
(10)
—
—
Other
$000
—
Group
$000
8,816
(1,228)
(1,121)
84
(634)
—
—
(72)
84
(634)
(73)
(3,352)
(72)
(3,517)
199
(1,850)
(5,168)
The Group has a major customer in the Digital TV and Broadcast segment that generates revenues amounting to 10% or
more of total revenue that account for $9.7 million of $12.4m total revenue. This is approximately 78% of all revenue (2018:
$5.2 million, out of $8.8m) of the total Group revenues.
Segment assets and liabilities are reconciled to the Group’s assets and liabilities as follows:
Digital TV – Broadcast & Mobile
Other:
Goodwill
Other financial assets & liabilities
Total other
Total Group assets and liabilities
Assets
2019
$000
Liabilities
2019
$000
Assets
2018
$000
11,360
7,675
13,807
Liabilities
2018
$000
9,664
5,924
653
6,577
—
279
279
6,492
241
6,733
—
7,656
7,656
17,937
7,954
20,540
17,320
Assets allocated to a segment consist primarily of operating assets such as property, plant and equipment, intangible
assets, goodwill and receivables.
Liabilities allocated to a segment comprise primarily trade payables and other operating liabilities.
Geographical disclosures
Mexico
Europe
Other Americas
Asia
External revenue by
location of customer
Total assets by
location of assets
2019
$000
9,799
1,445
930
148
2018
$000
5,466
2,010
1,267
73
2019
$000
23
2018
$000
6
17,915
20,534
—
—
—
—
12,322
8,816
17,937
20,540
Notes to the Fi nanci al Statements / 4 9
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
6. Segmental reporting – continued
Revenue by Products:
Development
Transactions
Licenses
Managed Services
7. Operating loss
This has been arrived at after charging:
Depreciation of owned assets (note 14)
Amortisation of intangible assets (note 13)
Operating lease charges
Analysis of auditors’ remuneration is as follows:
Digital TV &
Broadcast
2019
$000
6,508
—
4,054
928
11,490
Mobile
2019
$000
—
832
—
—
832
Digital TV &
Broadcast
2018
$000
4,363
—
2,581
994
7,938
Mobile
2018
$000
—
878
—
—
878
2018
$000
73
3,352
473
2018
$000
87
34
2019
$000
80
3,578
596
2019
$000
119
36
Fees payable to the company’s auditor for the audit of the company’s annual accounts
Audit of the account of subsidiaries
Reconciliation of operating profit for continuing operations to adjusted earnings before interest, taxation, depreciation and
amortisation:
Operating loss
Depreciation
Amortisation
Operating profit/loss before interest, taxation, depreciation and amortisation (EBITDA)
Share-based payment charge
Adjusted EBITDA
2019
$000
2018
$000
(2,914)
(4,618)
80
3,578
744
70
814
73
3,352
(1,193)
72
(1,121)
50 / Notes to the Fin anc i al State ments
Review of the Year
Corporate Governance
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
8. Staff costs and employee information
Staff costs (including directors) comprise:
Wages and salaries
Social security costs
Other pension costs
Share based payments
Staff costs
Group
2019
$000
8,577
1,796
33
70
Group
2018
$000
7,394
1,670
24
72
10,476
9,160
Contained within staff costs are amounts capitalised as intangible assets totalling $3.1m (2018: $3.4m), with $7.2m (2018:
$5.6m) charged to administrative expenses.
The Group operates a defined contribution pension scheme for certain employees. No directors are members of this
scheme in both the current year and the previous year.
The average number of persons, including executive directors, employed by the Group during the year was:
By activity
Office and management
Platform and development
Sales and marketing
2019
2018
12
142
9
163
11
132
6
149
The average number of persons, including executive directors, employed by the Company during the year was 8 (2018: 7)
within the office and management team.
Directors and key management personnel remuneration
Key management personnel are those persons having authority and responsibility for planning, directing and controlling
the activities of the Group, including the directors of the company listed on page 27, the Director of Business Development
and the Sales Director.
Salaries and fees
Social Security costs
Other benefits
Share-based payments
2019
$000
1,037
65
44
52
2018
$000
1,171
69
28
56
1,198
1,324
Notes to the Financia l Statements / 51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
8. Staff costs and employee information – continued
Directors remuneration
The emoluments received by the directors who served during the year were as follows:
Executive directors
Aggregate emoluments
Non-Executive directors
Aggregate emoluments
The directors’ remuneration is disclosed in the Nominations and Remuneration Report on page 27.
Emoluments payable to the highest paid director are as follows:
Aggregate emoluments
2019
$000
2018
$000
669
680
107
776
133
813
2019
$000
273
2018
$000
279
There were no Company contributions to the pension scheme or benefits on behalf of the highest paid director.
9. Finance income
Interest received on bank deposits
10. Finance expense
2019
$000
141
141
2018
$000
84
84
Finance expenses include all fees directly incurred to facilitate borrowing. These include professional fees paid to accounting
practices, bank arrangement fees and fees to secure required guarantees.
Bank interest payable
Interest on loans from related parties
2019
$000
221
302
523
2018
$000
243
391
634
52 / Notes to th e F in anc i al State ments
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
Review of the Year
Corporate Governance
Financial Statements
11. Taxation
Analysis of tax credit for the year
Current tax
UK tax for the current financial year
Adjustments in respect of previous years
Foreign tax on income for the year
Total current tax (credit)
Deferred tax
Origination and reversal of timing differences
Adjustment in respect of prior periods
Total deferred tax (credit)
Total tax (credit) for the year
2019
$000
2018
$000
(113)
—
(71)
(184)
—
—
(111)
—
(157)
(268)
(30)
(30)
(184)
(298)
The tax assessed on the loss on ordinary activities for the period differs from the standard rate of tax of 19% (2018-19%). The
differences are reconciled below:
Loss before taxation
Loss on ordinary activities multiplied by 19% (2018: 19%)
Losses carried forward
Witholding Taxes
Total current tax
Decrease of deferred tax assets
Subtotal
Tax benefit from research and development expenditure
Foreign exchange
Total tax credit
Deferred Taxation
2019
$000
2018
$000
(3,296)
(5,168)
(626)
(982)
626
321
321
—
321
(462)
(43)
(184)
982
125
125
39
164
(497)
35
(298)
Deferred tax assets related to tax losses were reduced by $30,000 during FY18 in Mirada Connect. Foreign exchange
differences of $8,000 arising on consolidation of the deferred tax asset were recognised in other comprehensive income.
At the balance sheet date, the UK government has substantively enacted a 2% reduction in the main rate of UK corporation
tax from 19% to 17% effective from 1 April 2020.
Notes to the Fi nanci al Statements / 53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
11. Taxation – continued
Reconciliation of deferred tax asset and liabilities:
Balance at 1 April
Reversal of Deferred tax asset
Foreign exchange
Balance at the end of year
Deferred taxation amounts not recognised are as follows:
Losses
Research & Development Tax Credits, useable against future profits
Balance at the end of the year
2019
Asset
$000
—
—
—
—
2018
Asset
$000
30
(39)
9
—
Group
2019
$000
Group
2018
$000
16,880
16,272
2,868
3,082
19,748
19,354
The gross value of tax losses carried forward at 31 March 2019 equals $78.7 million (2018: $78.0 million).
12. Loss per share
Loss for year
Weighted average number of shares
Basic loss per share
Diluted loss per share
Year ended
31 March 2019
Total
Year ended
31 March 2018
Total
$(3,111,688) $(4,870,019)
520,652,606 139,057,695
$(0.006)
$(0.035)
$(0.006)
$(0.035)
The Company has 4,697,166 (2018: 4,697,166) potentially dilutive ordinary shares arising from share options issued to staff.
However, in 2019 and 2018 the loss attributable to ordinary shareholders and weighted average number of ordinary shares
for the purpose of calculating the diluted earnings per ordinary share are identical to those used for basic earnings per
ordinary share. This is because the exercise of share options would have the effect of reducing the loss per ordinary share
and is therefore anti-dilutive.
54 / Notes to th e Fin an c ial Statem ents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
Review of the Year
Corporate Governance
Financial Statements
13. Intangible assets
Cost
At 1 April 2017
Additions
Foreign exchange
At 31 March 2018
At 1 April 2018
Additions
Foreign exchange
At 31 March 2019
Accumulated amortisation
and impairment
At 1 April 2017
Provided during the year
Foreign exchange
At 31 March 2018
At 1 April 2018
Provided during the year
Foreign exchange
At 31 March 2019
Net book value
At 31 March 2019
At 31 March 2018
At 31 March 2017
Deferred
development
costs
$000
Completed
Technology
$000
Total Intangible
assets
$000
Goodwill
$000
17,623
1,628
19,251
37,073
3,732
2,818
24,173
24,173
3,115
(2,253)
25,035
48
221
1,897
1,897
11
3,780
3,039
26,070
26,070
3,127
—
4,904
41,977
41,977
—
(147)
(2,399)
(3,128)
1,761
26,798
38,849
11,949
1,366
13,315
31,430
3,234
2,143
118
188
3,352
2,331
—
4,055
17,326
1,672
18,998
35,485
17,326
3,455
(1,502)
19,279
5,756
6,847
5,674
1,672
18,998
35,485
123
(131)
3,578
—
(1,633)
(2,560)
1,664
20,943
32,925
97
225
262
5,855
7,072
5,936
5,924
6,492
5,643
The key assumptions for the value in use calculations are those regarding the discount rate applied, and the forecast
sales growth in a five years budget period approved by management. Management estimates discount rates using pre-tax
rates that reflect current market assessments of the time value of money and the risks specific to the CGUs. The cash flow
forecast has been prepared with revenue being forecast per customer based on historical performance of the business.
There are 2 CGUs that have been assessed for impairment are Digital TV – Broadcast and Connect. The sales growth
forecasts are based on current contracts and management’s estimate of revenues relating to opportunities that are
currently being pursued for the two different CGUs. CGUs defined are: “Digital TV – Broadcast” which refers to the provision
of software for the Digital TV market. Major customers are Digital TV platforms, mostly Pay TV service providers and the
Group provide the technology needed to facilitate the final user’s interaction with the devices they provide; and “Connect”
(Mobile segment) refers to Mirada Connect providing cashless payment solutions to car park operators through a revenue-
share agreement This rate does not exceed the average long-term growth rate for the relevant markets. The rate used to
discount the forecast post-tax cash flows for both CGUs is 10.0% (2018: 10%). A 2% increase/decrease to the discount rate
does not result in an impairment. A 10% decrease in the five year cash flow and terminal value forecast for both CGUs does
not result in an impairment. A perpetual rate of 1.5% (2018: 2%) has been used in the impairment assessment.
Notes to the Financia l Statements / 55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
13. Intangible assets – continued
During the current and last financial periods, no impairment has been recognised. The split of goodwill by CGU is as follows:
Digital TV – Broadcast
Connect
Group
2019
$000
5,199
725
5,924
Group
2018
$000
5,521
971
6,492
On 4th July 2019, Mirada Plc signed a Sales and Purchase Agreement to divest its subsidiary Mirada Connect, Ltd to Pay By
Phone Ltd (subsidiary of Volkswagen Financial Services, AG) for £2.1 million in cash.
14. Property, plant and equipment
Office and
computer
equipment
$000
Short-leasehold
improvements
$000
976
91
138
1,205
1,205
80
(98)
1,187
844
62
121
1,027
1,027
64
(78)
1,013
174
178
132
67
70
9
146
146
—
(10)
136
58
11
8
77
77
16
(5)
88
48
69
9
Total
$000
1,043
161
147
1,351
1,351
80
(108)
1,323
902
73
129
1,104
1,104
80
(83)
1,101
222
247
141
Cost
At 1 April 2017
Additions
Foreign exchange
At 31 March 2018
At 1 April 2018
Additions
Foreign exchange
At 31 March 2019
Amortisation
At 1 April 2017
Provided during the year
Foreign exchange
At 31 March 2018
At 1 April 2018
Provided during the year
Foreign exchange
At 31 March 2019
Net book value
At 31 March 2019
At 31 March 2018
At 31 March 2017
56 / Notes to the Finan ci al Stat em ent s
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
Review of the Year
Corporate Governance
Financial Statements
15. Trade & other receivables
Trade receivables
Other receivables
R&D tax credit
Contract assets
Prepayments
Non current R&D tax credit
Trade receivables
Trade receivables net of allowances are held in the following currencies:
Sterling
US Dollars
Euro
Total
Group
2019
$000
1,889
1,183
281
1,891
177
5,421
398
398
2019
$000
105
1,691
93
1,889
Group
2018
$000
1,384
1,388
489
989
234
4,484
308
308
2018
$000
239
1,016
129
1,384
The fair values of trade and other receivables are the same as book values as credit risk has been addressed as part of
impairment provisioning and, due to the short term nature of the amounts receivable, they are not subject to other ongoing
fluctuations in market rates.
Before accepting any new customer, the Group uses a credit approval process to assess the potential customer’s credit
quality and defines credit limits by customer.
There are no credit loss provisions. All Trade Receivables balances have been collected before 9 July 2019.
Movement in allowance for doubtful debts:
Balance at beginning of year
Utilised in year
Balance at the end of the year
2019
$000
—
—
—
2018
$000
—
—
—
In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade
receivable from the date credit was initially granted up to the reporting date.
The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable set out above. Trade
receivables have all been collected post year end.
Notes to the Fi nanci al Statements / 57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
16. Trade and other payables
The fair values of trade and other payables are the same as book values as due to the short term nature of the amounts
payable, they are not subject to other ongoing fluctuations in market rates.
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average
credit period taken for trade purchases is 37 days (2018: 56 days).
Trade payables
Other payables
Other taxation and social security taxes
Accruals
Contract liabilities
2019
$000
253
903
335
468
1,019
2,977
2018
$000
327
976
488
529
1,360
3,680
Maturity analysis of the group financial liabilities, excluding other taxation and social security and deferred income, is as
follows:
Up to 3 months
3 to 6 months
6 to 12 months
17. Loans and borrowings
Advances Drawn on invoice discounting facilities
Bank loans
Other Loans
Related parties loans
The borrowings are repayable as follows:
Up to 3 months
3 to 6 months
6 to 12 months
On demand or within one year
Group
2019
$000
444
1,055
125
1,624
2019
$000
882
2,134
241
—
Group
2018
$000
1,271
84
477
1,832
2018
$000
985
3,083
178
6,917
3,257
11,163
2,289
10,473
248
720
198
492
3,257
11,163
At 31 March 2019, the Group had $0.33 million in available credit lines not used and $2.37 million in available invoice
discounting facilities not used, with a 3% interest rate in average.
The above bank loans are denominated in Euros and are unsecured.
Interest-bearing bank loans are initially recorded at fair value less direct issue costs.
Directors estimate the fair value of the Group’s borrowing to be consistent with its carrying value. There is no material difference
between the value of the gross undiscounted cash flows and carrying amounts in the statement of financial position.
58 / Notes to the Finan c ial Statem ents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
Review of the Year
Corporate Governance
Financial Statements
18. Non-current liabilities
Interest bearing loans and borrowings:
Bank loans
Other loans
2019
$000
2018
$000
494
1,227
1,721
863
1,614
2,477
Other loans relate to loans received by the Group’s Spanish operation to assist in funding the continued development of the
Group’s Digital TV products.
Capital risks have been analysed in the Director’s report (page 20)
Net Debt
Net Debt is calculated based on short term loans, long terms loans and cash and cash equivalents:
Loans and borrowings – Current
Loans and borrowings – Non Current
Cash
Net Debt
2019
$000
3,257
1,721
2018
$000
11,163
2,477
(117)
(1,937)
4,861
11,703
Notes to the Fi nanci al Statement s / 59
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
18. Non-current liabilities – continued
Borrowings, including interest, are repayable as follows:
Bank loans
On demand or within one year
Between one and two years
Between two and five years
Other loans
On demand or within one year
Between one and two years
Between two and five years
More than 5 years
Related parties loans
On demand or within one year
Advances drawn on invoice discounting
On demand or within one year
Total borrowings
On demand or within one year
Between one and two years
Between two and five years
More than 5 years
2019
$000
2018
$000
1,062
1,871
272
239
618
293
1,573
2,782
1,346
247
674
318
2,585
—
—
882
882
2,004
268
1,181
175
3,628
6,917
6,917
985
985
3,290
11,777
519
914
318
886
1,474
175
5,041
14,312
19. Retirement benefit schemes
The Group operates defined contribution pension schemes. The pension charge for the period represents contributions
payable by the Group to the schemes and amounted to $33,196 (2018: $23,626).
At 31 March 2019, contributions amounting to $7,440 (2018: $5,432) were payable and included in other payables.
20. Financial instruments
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while
maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the
Group consists of debt, which includes the borrowings disclosed in note 17 and 18, 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 and note 21.
Externally imposed capital requirement
The Group is not subject to externally imposed capital requirements.
60 / Notes to the Fin anc i al Stat eme nt s
Review of the Year
Corporate Governance
Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
20. Financial instruments – continued
Categories of financial instruments
Financial assets
Amortised cost:
– Trade and other receivables
– Cash and cash equivalents
Financial liabilities
Amortised cost:
– Trade and other payables*
– Loans and borrowings due within one year
– Interest bearing loans and borrowings due after one year
* Excluding other taxation, social security and contract liabilities.
Financial risk management objectives
2019
$000
2018
$000
3,072
117
3,189
1,624
3,257
1,721
6,602
2,772
1,937
4,709
1,832
11,163
2,477
15,472
The Group monitors and manages the risks relating to the financial instruments held. These risks are discussed in further
detail below.
Market risk
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest
rates. The Group does not use forward foreign exchange contracts to hedge exchange rate risk.
Foreign currency risk management
The Group has undertaken certain transactions denominated in foreign currencies. Hence, exposures to exchange rate
fluctuations arise.
The majority of cash at bank is held in Sterling and Euro accounts. There are also trade balances in these currencies. The
Group is increasingly signing more sales contracts in US dollars and is currently investigating ways of reducing the risk on
any potential future fluctuations in the US dollar exchange rate. Any foreign exchange gains or losses on trading activities
are recognised in the consolidated income statement.
The company is aware that the UK’s decision to leave the European Union may affect the intercompany trading between
the different subsidiaries. We will adapt our internal policies accordingly if required. In the short term, exchange rates are
likely to increase the GBP denominated revenues, as the primary cash inflows for the Group are based in US dollars. Brexit
has not been considered to be as a principal risk due to the non-EU focussed customer base.
The carrying amounts of the Group’s material foreign currency denominated monetary assets and monetary liabilities at the
reporting date are as follows:
US Dollar denominated assets and liabilities
Euro denominated assets and liabilities
Liabilities
Assets
2019
$000
—
2018
$000
—
7,487
9,512
2019
$000
1,691
5,184
2018
$000
1,017
5,747
Entities from United Kingdom have no balances denominated in Euro/USD.
Notes to the Financia l Statements / 61
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
20. Financial instruments – continued
Foreign currency sensitivity analysis
In fiscal years 2018 and 2019, the Company has used US Dollar as presentational currency. The following table details the
Group’s sensitivity to a 20% increase and decrease in USD against the Euro and to a 20% increase and decrease in USD
against Sterling. The sensitivity analysis includes Euro and Sterling denominated monetary items and adjusts their translation
at the period end for a 20% change in the Euro/USD rate and for a 20% change in the Sterling/USD rate at March 31, 2018
and March 31, 2019. A positive number below indicates an increase in profit and other equity where US Dollar strengthens
against the relevant currency. For a weakening of US Dollar against the relevant currency, there would be an equal and
opposite impact on the profit and other equity, and the balances below would be negative. The sensitivities below are based
on the exchange rates at the balance sheet used to convert the asset or liability to US Dollar.
In fiscal year 2018, contained within Sterling were the related party loans (one of £1.7 million in November 2017 which was
converted post year end (August 29th, 2018) into equity, and a £3.0 million facility), totalling $3.3m. Without taking into
account these two loans, the total would be $1.5m.
Euro
Sterling
Interest rate risk management
Profit and loss impact
2019
$000
(553)
(772)
2018
$000
(941)
(1,530)
At 31 March 2019, the Group was exposed to interest rate risk as the interest payable on some of the Group’s loans and
borrowings are linked to Euribor. The Group’s loans and borrowings where interest payable is linked to Euribor include bank
loans and development loans totalling $118,783. The remaining bank loans totalling $2,880,594 pay fixed rates of interest.
Neither interest rate swaps contracts nor forward interest rate contracts are used to hedge any risks arising.
If interest rates changed by 1% (100 basis points) the profit and loss impact would not be material to the Group’s results.
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Group. The Group faces exposure to credit risk on its trade receivables and cash equivalents. The Group has some exposure
to credit risk from credit sales. It is the Group’s policy to assess the credit risk of new customers before entering into
contracts. Historically, as Mirada’s customers are mainly broadcasters and medium/large telecommunication companies,
bad debts across the Group have been low.
The risk of financial loss arising from defaults on trade receivables is mitigated by the Group using a credit approval
process to assess the potential customers’ credit quality and also establishes credit limits by customer. The limits and credit
scores attributed to customers is reviewed bi-annually however, the sales ledger is reviewed at least monthly to ensure all
receivables are recoverable.
Please refer to note 15 for further details on trade receivables, including analyses of bad debts, ageing and profile
by currency.
62 / Notes to the F inan ci al Stat em ent s
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
Review of the Year
Corporate Governance
Financial Statements
20. Financial instruments – continued
The Group believes the credit risk on liquid funds, being cash and cash equivalents, to be limited because the counterparties
are banks with high-credit ratings assigned by international credit-rating agencies. The table below shows the balance of
counterparties at the reporting date in excess of 10% of the overall balance, together with the Standard and Poor’s credit
rating symbols.
Counterparty
Rating
Santander
La Caixa
BBVA
Barclays
Bankinter
Ibercaja
A
BBB+
A–
A
BBB+
BB+
Liquidity risk management
2019
% of overall
cash & cash
equivalents
4.9%
0.1%
25.8%
62.5%
—
3.0%
Carrying
amount
$000
6
—
30
73
—
4
2018
% of overall
cash & cash
equivalents
—
91.9%
1.1%
6.7%
0.1%
—
Carrying
amount
$000
—
1,780
21
130
2
—
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on
its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by
continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
As part of this monitoring the Group ensures that the financial liabilities due to be paid can be met by existing cash and cash
equivalents, forecasted receipts from customers and borrowing facilities.
Tables showing the maturity profile of the Group’s financial liabilities are included in notes 16, 17 and 18.
21. Share capital
A breakdown of the authorised and issued share capital in place as at 31 March 2019 is as follows:
Allotted, called up and fully paid
Ordinary shares of £0.01 each
2019
Number
2019
$000
2018
Number
2018
$000
890,843,408
12,015 139,057,695
2,261
On 28 November 2017, the Company announced it had entered into agreements for the provision to the Company of
unsecured one-year loan facilities of up to an aggregate amount of $2.4 million. The facility had certain conditional
subscription rights in respect of new ordinary shares of 1p each in the capital of the Company. The facility was provided
by Kaptungs Limited, Kronck Business S.A. and Minles Corporation Inc. This facility was converted into share capital as
announced on 29 August 2018, through the issue of 151,785,713 ordinary shares.
On 7 March 2018, the Company announced it had entered into a secured one-year loan facility for up to $4.2 million. This
facility was provided by Kaptungs Limited. This facility was converted into capital as announced on 4 October 2018 through
the issue of 300 million ordinary shares.
On 5 October 2018, the Company announced it had raised £3 million before expenses, by way of a subscription of 300
million new Ordinary Shares at 1p per share by a substantial shareholder of the Company, Kaptungs Limited.
Kaptungs Limited is an investment company which is beneficially owned by Mr Ernesto Luis Tinajero Flores and has a total
beneficial interest of 776,879,163 Ordinary Shares in Mirada, which represents 87.21 per cent of the voting rights in the Company.
Notes to the Fi nanci al Statements / 63
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
22. Reserves
Share premium
The amount subscribed for share capital in excess of nominal value.
Other Reserves – Foreign exchange reserve
This reserve relates to exchange differences arising on the translation of the balance sheet of the Group’s foreign operations
at the closing rate and the translation of the income statement of those operations at the average rate.
Other Reserves- Merger reserve
Under the provisions of s612 of the Companies Act 2006, the premium that arose on the shares issued as consideration
in the acquisition of Mirada Iberia S.A, formally known as Fresh Interactive Technologies S.A, has been taken to the
merger reserve.
23. Share based payments
Equity settled share option scheme
On 20 December 2013 the Company granted a total of 5,301,238 share options to certain employees and directors through
approved and unapproved share option schemes. The exercise price for these options is £0.10. The exercise of these
options is not subject to any performance criterion and they vest in three equal instalments on 1 January 2015, 1 February
2015 and 1 March 2016. If the options remain unexercised after a period of ten years from the date of grant the options
expire. The options are forfeited if the employee leaves before the options vest.
The directors granted options under this scheme are as follows:
José Gozalbo Sidro
José Luis Vázquez
Javier Casanueva
Francis Coles
Javier Casanueva passed away on 12th May 2018.
No. of share options
938,728
631,464
247,850
185,888
In prior periods the Company has granted share options to employees and directors through approved and unapproved
share option schemes. The exercise of options for all options granted during the 12 months ended 31 March 2008 is subject
to a performance criterion being satisfied. The exercise of options granted prior to 1 January 2007 is not subject to any
performance criterion. If the options remain unexercised after a period of ten years from the date of grant, the options
expire. The options are forfeited if the employee leaves before the options vest.
In accordance with IFRS 2 the Group has elected not to apply IFRS 2 to options granted on or before 7 November 2002 or
to options which had vested by 1 January 2006.
64 / Notes to the Fin anc i al State me nts
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
Review of the Year
Corporate Governance
Financial Statements
23. Share based payments – continued
Details of the share options outstanding during the period for options issued since 22 June 2007 are as follows:
Outstanding at the beginning of period
Outstanding at the end of the period
Exercisable at the end of the period
2019
2018
Number of
share
options
Weighted average
exercise price
(£)
Number of
share
options
Weighted average
exercise price
(£)
4,697,166
4,697,166
4,697,166
0.10
0.10
0.10
4,697,166
4,697,166
4,697,166
0.10
0.10
0.10
The options outstanding at 31 March 2019 and at 31 March 2018 had a range of exercise prices from £0.10 to £1.85
The options outstanding at 31 March 2019 had a weighted average remaining contractual life of 2.4 years (2018: 3.4 years).
For the year ended 31 March 2019, the Group has recognised a total expense of $70,000 (2018: $72,000) related to equity-
settled share-based payment transactions.
The estimated fair values for determining this charge were calculated using the Black-Scholes option pricing model. This
produces a fair value for each grant of options made and the fair value is then charged over the vesting period, which is
three years.
24. Operating lease arrangements
At the reporting date, the Group had outstanding commitments for future minimum lease payments under non-cancellable
operating leases, which fall due as follows:
Within one year
In second to fifth years inclusive
After 5 years
2019
$000
489
696
173
1,358
2018
$000
498
596
1,360
2,454
Operating lease payments represent rentals payable by the Group for its office properties. Leases of buildings are subject
to rent reviews at specified intervals and provide for the leasee to pay all insurance, maintenance and repair costs.
25. Notes supporting cash flow statement
Cash and cash equivalents comprise:
Cash available on demand
Net cash (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
2019
$000
117
(1,820)
1,937
117
2018
$000
1,937
1,660
277
1,937
Notes to the Financia l Statements / 65
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
25. Notes supporting cash flow statement – continued
Cash and cash equivalents
Cash and cash equivalents are held in the following currencies:
Sterling
Mexican Peso
Euro
Total
Reconciliation of liabilities from financing activities:
Company
Bank loans
Other loans
Related party loans
Advances drawn on invoice discounting
2018
$000
3,946
1,792
6,917
985
Cash
outflows
(1,985)
(150)
(306)
(15)
Cash
inflows
1,201
—
—
2019
$000
74
—
43
117
Non-cash
changes
Other
non-cash
movement
Foreign
exchange
movement
—
(6,129)
(534)
(174)
(482)
(88)
2018
$000
130
2
1,805
1,937
2019
$000
2,628
1,468
—
882
Total liabilities from financing activities
13,640
(2,456)
1,201
(6,129)
(1,278)
4,978
Significant non-cash transactions are as follows:
Financing activities
Conversion of related party loans
26. Related party transactions
2019
$000
2018
$000
6,093
—
On 28 November 2017, the Company announced it had entered into agreements for the provision to the Company of
unsecured one-year loan facilities of up to an aggregate amount of $2.4 million. The facility had certain conditional
subscription rights in respect of new ordinary shares of 1p each in the capital of the Company. The facility was provided by
Kaptungs Limited, Kronck Business S.A. and Minles Corporation Inc. This facility was converted into capital as announced
on 29 August 2018.
On 7 March 2018, the Company announced it had entered into a secured one-year loan facility for up to $4.2 million. This
facility was provided by Kaptungs Limited. This facility was converted into capital as announced on 4 October 2018.
On 5 October 2018, the Company announced it had raised £3 million before expenses, by way of a subscription of 300
million new Ordinary Shares at 1p per share by a substantial shareholder of the Company, Kaptungs Limited.
Kaptungs Limited is an investment company which is beneficially owned by Mr Ernesto Luis Tinajero Flores and has a
total beneficial interest of 776,879,163 Ordinary Shares in Mirada, which represents 87.21 per cent of the voting rights in
the Company.
66 / Notes to th e Fin an c ial Statem ents
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 31 March 2018 – continued
Review of the Year
Corporate Governance
Financial Statements
27. Events after the reporting date
On 4 June 2019, the Company announced that Mirada Iberia, S.A.U., had entered into a new revolving credit facility for up
to €1.3 million (the “Facility”). The Facility is being provided by Leasa Spain, S.L.U. owned by Mr Ernesto Luis Tinajero Flores.
The proceeds from the Facility are to be used alongside Mirada’s existing debt financing facilities for general working capital
purposes and capex of the Company, including the implementation of customer contracts announced and in prospect. The
Directors of Mirada believe that monies drawn down from the Facility will strengthen the Company’s balance sheet whilst
giving the Company the opportunity to secure new customer contracts and negotiate and renew other debt financing
facilities, such as invoice discounting facilities.
The Directors believe that the Facility represents the best financing option currently available to allow the Company to
satisfy its short to medium-term working capital requirements and to convert its pipeline of new business opportunities
into new customer contracts. The Facility comprises an immediate drawdown of €500,000 and thereafter up to a further
€800,000 can be drawn in minimum tranches of €200,000 up to a maximum of five tranches including initial drawdown.
On 4 July 2019, Mirada Plc signed a Sales and Purchase Agreement to divest its subsidiary Mirada Connect, Ltd to Pay By
Phone Ltd (subsidiary of Volkswagen Financial Services, AG) for £2.1 million in cash. Mirada Connect recorded revenue of
£0.63 million and a profit before tax of £0.12 million in the year ended 31 March 2019 and was valued at £0.56 million on the
Group’s balance sheet at that date. This generated a profit on disposal of $1.75 million which will be recognised in the year
ended 31 March 2020.
Notes to the Fi nanci al Statements / 6 7
COMPANY STATEMENT OF FINANCIAL POSITION
At 31 March 2019
Investments
Non—current assets
Trade and other receivables
Cash and cash equivalents
Current assets
Total assets
Loans and borrowings
Related parties loans and interests
Trade and other payables
Current liabilities
Net current liabilities
Total assets less current liabilities
Total liabilities
Net assets
Issued share capital and reserves attributable to
equity holders of the company
Share capital
Share premium
Other reserves
Accumulated losses
Equity
Notes
iv
v
vii
vii
vi
ix
2019
$000
10,991
10,991
649
4
653
11,644
—
—
(3,161)
(3,161)
(2,508)
8,483
(3,161)
8,483
12,015
15,995
(1,630)
(17,897)
8,483
2018
(Restated)
$000
11,814
11,814
617
101
718
12,532
(277)
(6,732)
(6,346)
(13,355)
(12,637)
(823)
(13,355)
(823)
2,261
15,760
(1,609)
(17,235)
(823)
As permitted by section 408 of the Companies Act 2006, the Parent company’s statement of Comprehensive
Income has not been included in these financial statements. The loss for the financial year for the parent company
was $732,000 (2018 – loss of $1,226,000).
These financial statements were approved and authorised for issue on 10 July 2019.
Signed on behalf of the Board of Directors
José Luis Vázquez
Chief Executive Officer
The notes on pages 70 to 75 form part of these financial statements
68 / Company Statem ent of F i n an c i al Posi t io n
COMPANY STATEMENT OF CHANGES IN EQUITY
Year ended 31 March 2019
Review of the Year
Corporate Governance
Financial Statements
Share
capital
$000
2,261
Share
premium
$000
Foreign
exchange
reserves
$000
Accumulated
losses
$000
Total
$000
15,760
(1,609)
(17,420)
(1,008)
Balance at 31 March 2018 – as previously
restated
Prior year adjustment (Note i)
—
—
—
185
Balance at 1 April 2018 – as restated
2,261
15,760
(1,609)
(17,235)
Loss for the year
Other comprehensive income
Movement in foreign exchange reserve
Total comprehensive loss for the year
Transactions with owners
Share-based payment
Issue of shares
Conversion of convertible loans into shares
—
—
—
—
3,896
5,858
—
—
—
—
—
235
—
(732)
(21)
(21)
—
—
—
—
(732)
70
—
—
Balance at 31 March 2019
12,015
15,995
(1,630)
(17,897)
Balance at 1 April 2017
Loss for the year – Restated (Note i)
Other comprehensive income
Movement in foreign exchange reserve
Total comprehensive loss for the year
Transactions with owners
Share-based payment
Share
capital
$000
2,261
Share
premium
$000
Foreign
exchange
reserves
$000
Accumulated
losses
$000
15,760
(1,684)
(16,012)
—
—
—
—
—
—
—
—
—
(1,226)
(1,226)
75
75
—
—
75
(1,226)
(1,151)
3
3
(823)
Balance at 31 March 2018 — Restated
2,261
15,760
(1,609)
(17,235)
The notes on pages 70 to 75 form part of these financial statements
185
(823)
(732)
(21)
(753)
70
3,896
6,093
8,483
Total
$000
325
Company Statem ent of C hange s i n Equity / 69
NOTES TO THE COMPANY FINANCIAL STATEMENTS
Year ended 31 March 2019
i. Accounting policies
Basis of accounting
The separate financial statements of the Company have been prepared in accordance with Financial Reporting Standard
101 Reduced Disclosure Framework. Principal accounting policies for the company are consistent of those for the group
company which are disclosed in note 3 of the group accounts, page 40. Further polices considered in the company financial
statements are listed below.
Disclosure exemptions adopted
In the current year the company has adopted FRS 100 and FRS 101. In previous years the financial statements were prepared
in accordance with International Financial Reporting Standards (IFRSs) as endorsed for use in the European Union.
This change in the basis of preparation has not materially altered the recognition and measurement requirements
previously applied in accordance with EU endorsed IFRS. Consequently, the principal accounting policies are unchanged
from the prior year. The change in basis of preparation has enabled the company to take advantage of all of the available
disclosure exemptions permitted by FRS 101 in the financial statements, the most significant of which are summarised
below. There have been no other material amendments to the disclosure requirements previously applied in accordance
with EU endorsed IFRS.
In preparing these financial statements the company has taken advantage of certain disclosure exemptions conferred by
FRS 101. Therefore, these financial statements do not include:
• certain comparative information as otherwise required by EU endorsed IFRS;
• certain disclosures regarding the company’s capital;
• a statement of cash flows;
•
•
the effect of future accounting standards not yet adopted;
the disclosure of the remuneration of key management personnel; and
• disclosure of related party transactions with other wholly owned members of the group.
In addition, and in accordance with FRS 101 further disclosure exemptions have been adopted because equivalent
disclosures are included in the consolidated financial statements of Mirada plc. These financial statements do not include
certain disclosures in respect of:
• Financial Instruments (other than certain disclosures required as a result of recording financial instruments at fair value); and
• Fair value measurement (other than certain disclosures required as a result of recording financial instruments at fair value).
New standards, amendments and IFRIC interpretations
•
IFRS 9 has replaced IAS 39 Financial Instruments: Recognition and Measurement and has not had a material effect on
the Company. An updated accounting policy has been set out in the Debtors policy below.
•
IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It
replaced IAS 18 Revenue, IAS 11 Construction Contracts and related interpretations. Under IFRS 15, revenue is recognised
when a customer obtains control of the goods or services. Determining the timing of the transfer of control – at a point
in time or over time – requires judgement.
The Company has applied IFRS 15 using the cumulative effect method to those contracts which are not completed as of
1 April 2018, with the effect of initially applying this standard recognized at the date of initial application. Accordingly, the
comparative information is not restated. The impact of the new standard on opening balances was immaterial. See Note 2
in the Consolidated Financial Statements for more details.
70 / Notes to the Com pany F in a n c i al State me nt s
NOTES TO THE COMPANY FINANCIAL STATEMENTS
Year ended 31 March 2019 – continued
i. Accounting policies – continued
New Standards, interpretations and amendments not yet effective
•
IFRS 16 “Leases” – (effective for 2019 financial report). Adoption of IFRS 16 Leases will result for the Company recognising
right of use assets and lease liabilities for all contracts that are, or contain, a lease. For leases currently classified as
operating leases, under current accounting requirements the Company does not recognize related assets or liabilities,
and instead spreads the lease payments on a straight-line basis over the lease term, disclosing in its annual financial
statements the total commitment. The Company will only recognize such leases on its balance sheet as at 1 April 2019.
In addition, it will measure right-of-use assets by reference to the measurement of the lease liability on that date. This
will ensure there is no immediate impact to net assets on that date. The Company is in the early stages of assessing
the potential impact of adopating this standard. See Note 2 in the Consolidated Financial Statements for more details.
Going concern
As disclosed in Note 3 from the consolidated financial statement, Directors have prepared a cash flow forecast covering a
period extending beyond 12 months from the date of these financial statements. The forecast contains certain assumptions
about the performance of the business. These assumptions are the directors’ best estimate of the future development of
the business, including consideration of cash reserves required to support working capital and its new growth initiatives.
Based on this cash flow forecasts, directors continue to adopt the going concern basis of accounting in preparing the
annual financial statements.
Investments in subsidiaries
Investments in subsidiaries are held at cost less accumulated impairment losses.
Debtors
Debtors represent amounts due from customers in the normal course of business. All amounts are initially stated at their
fair value and are subsequently carried at amortised cost, less provision for impairment which is calculated on an individual
customer basis, where there is objective evidence.The company applies the IFRS 9 simplified approach to measuring
expected credit losses which uses a lifetime expected credit loss allowance for all trade receivables and contract assets.
During this process the probability of non-payment of a trade receivable balance is assessed and multiplied by an expected
amount of credit loss as a result of the likely credit default. The Company has set up a matrix using the age a debtor is
overdue and any likely events as a criteria to determine the default probability. This uses 5 categories ranging from 0% to
90% probability. The impact of the new standard on the Company was immaterial.
Impairment provision for receivables from related parties and loans to related parties are recognised based on a forward-
looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether
there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit
risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along
with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected
credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired,
lifetime expected credit losses along with interest income on a net basis are recognised.
Prior year adjustment
The Company identified certain accounting errors which have been adjusted as a prior year restatement in the parent
company financial statements. These adjustments related to interest expenses and arrangement fees related to certain
related parties loans. There was no impact on the consolidated financial statements.
As a result, in the prior year, the company loss for the year and related parties loans were overstated by $185k. This
adjustment has been made to reflect the appropriate interest expense and related arrangement fees as an expense in the
company’s income statement over the life of the related loan instrument.
Notes to the Company Financ ial Statements / 71
Review of the Year Corporate Governance Financial Statements NOTES TO THE COMPANY FINANCIAL STATEMENTS
Year ended 31 March 2019 – continued
ii. Deferred taxation
Deferred taxation provided in the financial statements is $nil (2018: $nil) and the amounts not recognised are as follows:
Losses
Balance at the end of the year
2019
$000
25,239
25,239
2018
$000
23,870
23,870
The deferred tax asset has not been recognised on the grounds that there is insufficient evidence at the balance sheet date
that it will be recoverable. The asset would start to become potentially recoverable if, and to the extent that, the company
were to generate taxable income in the future.
iii.
Intangible assets
Cost
At 1 April 2018
Foreign exchange
At 31 March 2019
Depreciation
At 1 April 2018
Foreign exchange
At 31 March 2019
Net book value
At 31 March 2019
At 31 March 2018
iv.
Investments
Cost
At 1 April 2018
Additions
Foreign exchange
At 31 March 2019
Amounts provided
At 1 April 2018
Foreign exchange
At 31 March 2019
Net book value
At 31 March 2019
At 31 March 2018
The Company increased its investment in Mirada Iberia, SA by $6.2 million on March 12th, 2018.
72 / Notes to th e Company F i n an c i al Stat em ent s
Deferred
development
costs
$000
195
(59)
136
195
(59)
136
—
—
$000
20,648
—
(1,438)
19,210
8,834
(615)
8,219
10,991
11,814
NOTES TO THE COMPANY FINANCIAL STATEMENTS
Year ended 31 March 2019 – continued
iv.
Investments – continued
Details of the investments in which the Company holds 20% or more of the nominal value of any class of share capital are
as follows:
Name of company
Holding
% Voting rights
Country of
incorporation
Registered address
Nature of business
Digital Interactive Television
Ordinary
100%
Group Limited
shares
Digital Impact (UK) Limited* Ordinary
100%
shares
Mirada Connect Ltd**
Ordinary
100%
shares
UK
UK
UK
68 Lombard Street
Dormant
London EC3V 9LJ
68 Lombard Street
Interactive TV Services
London EC3V 9LJ
68 Lombard Street
Payment solutions
London EC3V 9LJ
provider
Mirada Iberia, S.A.
Ordinary
100%
Spain
Avda. de las Águilas 2B
Interactive TV services
shares
28044 Madrid
Mirada Mexico, S.A.*
Ordinary
100%
Mexico
Montes Urales 505—2º
Interactive TV services
shares
11000 México DF
* Held indirectly in Mirada Iberia S.A.
** On 5 July 2019, the Company announced the sale of Mirada Connect Ltd to PayByPhone UK Limited (part of Volkswagen
Financial Services).
v. Trade and other receivables
Trade receivables
Amounts owed by group undertakings
Other receivables
Prepayments
vi. Trade and other payables
Trade payables
Amount owed to group undertakings
Other payables
Other taxation and social security taxes
Accruals
Contract liabilities
2019
$000
—
605
8
36
649
2019
$000
81
2018
$000
95
476
7
39
617
2018
$000
118
2,882
5,903
67
40
91
—
71
54
117
83
3,161
6,346
Notes to the Company Fin an ci al St atements / 73
Review of the Year Corporate Governance Financial Statements NOTES TO THE COMPANY FINANCIAL STATEMENTS
Year ended 31 March 2019 – continued
vi. Trade and other payables – continued
Maturity analysis of the company financial liabilities, excluding other taxation and social security and deferred income, is as follows:
Up to 3 months
3 to 6 months
6 to 12 months
vii. Loans and borrowings
Bank loans
Related parties loans
The borrowings are repayable as follows:
6 to 12 months
On demand or within one year
viii. Operating lease arrangements
Within one year
ix. Share capital
2019
$000
459
861
1,801
3,121
2019
$000
—
—
—
—
—
2019
$000
28
28
2018
$000
1,137
772
4,300
6,209
2018
Restated
$000
277
6,732
7,009
7,009
7,009
2018
$000
29
29
A breakdown of the authorised and issued share capital in place as at 31 March 2019 is as follows:
Allotted, called up and fully paid
Ordinary shares of £0.01 each
2019
Number
2019
$000
2018
Number
2018
$000
890,843,408
12,015 139,057,695
2,261
On 28 November 2017, the Company announced it had entered into agreements for the provision to the Company of
unsecured one-year loan facilities of up to an aggregate amount of $2.4 million. The facility had certain conditional
subscription rights in respect of new ordinary shares of 1p each in the capital of the Company. The facility was provided
by Kaptungs Limited, Kronck Business S.A. and Minles Corporation Inc. This facility was converted into share capital as
announced on 29 August 2018, through the issue of 151,785,713 ordinary shares.
On 7 March 2018, the Company announced it had entered into a secured one-year loan facility for up to $4.2 million. This
facility was provided by Kaptungs Limited. This facility was converted into capital as announced on 4 October 2018 through
the issue of 300 million ordinary shares.
74 / Notes to th e Company Fi na n c i al St ate ments
NOTES TO THE COMPANY FINANCIAL STATEMENTS
Year ended 31 March 2019 – continued
ix. Share capital – continued
On 5 October 2018, the Company announced it had raised £3 million before expenses, by way of a subscription of 300
million new Ordinary Shares at 1p per share by a substantial shareholder of the Company, Kaptungs Limited.
Kaptungs Limited is an investment company which is beneficially owned by Mr Ernesto Luis Tinajero Flores and has a
total beneficial interest of 776,879,163 Ordinary Shares in Mirada, which represents 87.21 per cent of the voting rights in
the Company.
x. Events after the reporting date
See note 27 of the Group financial statements.
Notes to the Company Fin an ci al St atements / 75
Review of the Year Corporate Governance Financial Statements OFFICERS AND PROFESSIONAL ADVISERS
Directors
Mr Javier Casanueva
Non-Executive Chairman (passed away on May 12th, 2018)
Mr José-Luis Vázquez
Chief Executive Officer
Mr Francis Coles
Non-Executive Director (new Chairman from May 17th, 2018)
Mr Matthew Earl
Mr Jose Gozalbo Sidro
Mr Gonzalo Babío
Non-Executive Director
Executive Director
Executive Director
Company Secretary
Filex Services Limited
Nominated Adviser and Broker
Allenby Capital Limited
5 St Helen’s Place
London
EC3A 6AB
Bankers
Barclays Bank plc
1 Churchill Place
London
E14 5HP
Lawyers
Howard Kennedy LLP
No 1. London Bridge
London
W1W 5LS
Registered Office
68 Lombard Street
London
EC3V 9LJ
Auditors
BDO LLP
55 Baker Street
London
W1U 7EU
Company Registrars
Link Registrars Limited
The Registry
34 Beckenham Road
Kent
BR3 4TU
76 / Officers and Profess i o nal Adv i se rs
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