ANNUAL
REPORT
& A C C O U N T S · 2 0 2 2
PAGE 1
© 2022 MIRADA
ANNUAL REPORT 2022 — XXXXXXXX
AT THE
CENTRE
OF THE
NEW TV ERA
Digital video services boom
Viewers struggle
Pay TV operators leverage
super-aggregation strategies
Mirada is the technical partner
enabling super-aggregation
We are a global company with
decades of experience
delivering software solutions
that empower video services
to provide audiences their
favourite content through the
ultimate viewing experience.
future-proofing video services and retaining
viewers’ engagement & loyalty.
to incorporate partners' content into their
offering.
results in content fragmentation.
to find the content they want.
HOW?
COMMON
ACRONYMS
CA
CAGR
CAPEX
D2C
EBITDA
OS
OTT
R&D
SaaS
SDP
STB
SVOD
UI
UX
Conditional Acces
Compound Annual Growth Rate
Capital Expenditure
Direct-to-Consumer
Earnings Before Interests, Tax,
Depreciation & Amortization
Operating System
Over-the-top
Research and Development
Software as a Service
Service Delivery Platform
Set-top box
Subscription Video on Demand
User Interface
User Experience
PAGE 3
ANNUAL REPORT 2022 — XXXXXXXX
INDEX
THE COMPANY
About Mirada
Executive Team
Our Strenghts
Product & Services
Case Studies
THE MARKET
TV & Video Tech Trends
Target Markets
4
8
10
12
15
20
26
30
32
38
42
52
54
56
68
69
120
57
65
66
67
67
REVIEW OF THE YEAR
Snapshot of the year
CEO Review
Strategic Report
CORPORATE
GOVERNANCE
Director's report
Audit Committee report
Nominations
& Committee Report
Statement of
Director's Responsibilities
FINANCIAL STATEMENT
Independent Auditors’
Report
Consolidated Statement
of Comprehensive
Income
Consolidated Statement
of Financial Position
Consolidated Statement
of Changes in Equity
Company Statement of
Changes in Equity
Consolidated Statement
of Cash Flows
Notes to the Consolidated
Financial Statements
Officers and Professional
Advisers
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
PAGE 4
ANNUAL REPORT 2022 — ABOUT MIRADA
ABOUT MIRADA
OUR STORY
OUR PEOPLE
Mirada was founded in 2000 by CEO José Luis Vázquez, a young engineering
graduate and entrepreneur with experience in the cable and tech markets. With
the goal of revolutionising the budding digital TV market, in its first five years,
the company won international contracts with Sky, Orange and Jazztel, among
others. In 2010, Mirada expanded into North America, winning its longest-run-
ning customer, Mexican telco giant izzi, in 2014. Recent years have seen interest
in our solutions grow, with major deployments across the Caribbean, South
America, Spain, and Asia.
Throughout the years, we have successfully spearheaded digital TV trends, from
completing one of the biggest Android TV deployments in Latin America, to in-
tegrating our solution with 30+ content providers (including all the premium
providers such as Netflix, Disney+, HBO Max and Amazon Prime Video). Today,
we are committed to continuing to provide our customers with the latest tools
and strategies they need to become their viewers’ favourites.
Today we are 170+ Miradians spread
across three continents. 85% of which
are engineers working on product
management, software development,
customer support and IT operations.
Our experts include a sales force
made of local sales representatives
OFFICES | UK, SPAIN, MEXICO
REPRESENTATIVES | SPAIN, CHILE, PHILLIPINES
specialising in key markets, and a
growing strategic network of local
external resellers. This optimised
structure has been key to the recent
success we have had in expanding
our reach worldwide and securing
new contract wins.
PAGE 5
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
ANNUAL REPORT 2022 — ABOUT MIRADA
OUR SOLUTIONS
OUR MISSION
At Mirada, we design, develop and deliver innovative software solutions in the
field of video entertainment that empower our customers to launch their own
video services, bringing their own live and on-demand TV and video offerings to
any device. Through our technology, viewers worldwide can access all their fa-
vourite channels, series, films and more, with the best user experience both at
home and on the go.
Our solutions are acclaimed and have been awarded for their innovation and, in
line with current demand trends, we are focused on creating the means to pro-
vide unique viewing experiences for individuals, harnessing and utilising data to
tailor content and advertising preferences.
Our mission is to continue connecting millions of people to digital video services,
actively shaping the future of TV by leading in innovation. We strive to provide a
competitive edge for our customers and to be recognised as the main facilitator of
the best personalised user experience and a key enabler of their super-aggregation
strategies.
More than 47% of our employees have been
at the company for 5 years or more, a retention
rate not easy to find in software companies.
NURIA LAHUERTA,
VP HUMAN RESOURCES
OUR CUSTOMERS
and more
We currently serve clients across
four continents including:
Through our multipurpose products
and services, we tackle the technolog-
ical needs of telco companies, pay TV
operators, video streaming services
and content providers. The versatility
and scalability of our solutions allows
us to cater to customers of all sizes
across markets and territories. We cur-
rently serve telco giants such as izzi
Telecom in Mexico, alongside market
leaders like Skytel in Mongolia and
smaller-sized players like Zapi in Spain.
With each new project, we deliver
both hardware and software solutions
involving significant investment from
our customers.
PAGE 6
© 2022 MIRADA
Financial Statement
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Review of the year
The Market
The Company
ANNUAL REPORT 2022 — ABOUT MIRADA
OUR PARTNERS
OUR EDGE
Mirada’s technology has integrations
with all the key players in the video in-
dustry, including tech giants such as
Google and Microsoft, and premium
video streaming services like Netflix,
Disney+ and Amazon Prime Video.
Our ever-growing partnership strategy
enables us to offer the latest compo-
nents, features, and third-party services
that our customers need to retain their
competitive advantage.
These integrations mean that our part-
ners’ applications, technology and/or
content can be seamlessly included in
the solutions we provide our custom-
ers, without any additional technical
efforts needed. This makes our offering
one of the most complete in the indus-
try, while profiting from an accelerated
time-to-market.
We consistently exceed the needs of our customers, working hand-in-hand with
our strategic technological partners to provide the best possible service. Our flag-
ship solution, Iris, is a comprehensive video platform with advanced functionality,
has integrations with all major streaming services including Netflix, Amazon Prime
Video, Disney+ and HBO Max, and offers a fully customisable aesthetic so custom-
ers can brand it as they please.
We believe that our technology, experience and speed-to-market make us one of
the stand-out partners for organisations responding to the viewers’ growing de-
mand for personalised, integrated and high quality TV and video viewing experienc-
es on every device, from their sofa or on the go.
Our commitment to innovation and providing the best possible support to our
customers has earned us the trust of industry leaders like izzi Telecom and ATN in-
ternational. We work to establish long-term collaborations with both traditional
players and newcomers to the TV & video sector.
Content providers
Technology
and more
Depending on the region and the size of the prospect, such high stakes mean
our bidding process often lasts between six and twelve months.
Our biggest client and most valuable reference to date is izzi Telecom, part of the
Televisa Group (the biggest media company in the Spanish-speaking world). Since
the beginning of our collaboration in 2014, we have continued to provide izzi
with the latest technology and exceptional service to help them cement their
position as an industry leader.
Post-year end update: In September 2022, we were proud to announce a record Q1 in terms of existing clients’
performance together with a new contract win in Mongolia to expand existing client Skytel’s video service, as
well as advanced negotiations for a deal in India and a second one in Latin America.
PAGE 7
© 2022 MIRADA
Financial Statement
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The Market
The Company
OUR FUTURE
OUR REFERENCES
To keep up with changing viewing hab-
its, traditional pay TV operators are
re-positioning themselves as content
provider super-aggregators. Meanwhile,
content providers are exploring ways to
bring their own direct-to-consumer of-
ferings to market, and viewers are be-
coming more and more demanding of
the functionality, simplicity and conven-
ience of the platform that they use.
"With Mirada, our subscribers are able to enjoy the best television experience available on
the market, making the most of the TV content with advanced features, content of the
most important streaming platforms and customer preferences, in one recommendation
system. We are sure that Mirada’s solution is the key factor to become the fourth TV
platform in Spain, unifying the historic cable industry under the same brand."
"By choosing Mirada to deploy the
expansion of our video service, we look
forward to strengthening our position
in the market with its best-in-class
technology and quality of service
through the Group’s renowned state-
of-the-art viewing experience on all
devices in all viewing situations."
"Ever since we began our collaboration,
results have greatly exceeded our
expectations, helping boost our content
consumption by more than 50%. The
best outcome for us, apart from results,
has been Mirada’s partner approach
towards us, their understanding of our
needs and taking care of our service as
their own."
Innovation is at the core of everything we do. Our solutions have
been awarded Best TV User Experience and have successfully
helped propel our customers to leading positions in areas such as
Android TV and content super-aggregation, unlocking the possibilities
of providing a personalised user experience.
JOSÉ LUIS VÁZQUEZ,
CEO
AMELIA CARRILLO, CEO
JOSEP M. RABÉS,
TELEVISION SERVICES DIRECTOR
Mirada is at the centre of TV & video
trends, with a team of vastly experi-
enced experts that understand the
market better than anyone.
Our scalable business model and a
growing reputation for quality and inno-
vation mean we are ideally positioned to
capitalise on the emerging opportuni-
ties in a rapidly evolving industry.
AMARCHINGUN GANTUMUR
CEO
ANNUAL REPORT 2022 — ABOUT MIRADA
PAGE 8
© 2022 MIRADA
Financial Statement
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EXECUTIVE
TEAM
José Luis Vázquez
Founder
& Chief Executive Officer of Mirada PLC
Holds a degree in Advanced Telecommunications
Engineering and an MBA from IESE Business
School.
Joined Mirada in 2015 as Chief Financial Officer.
Before, he worked as Finance Director for both
The Walt Disney Company (10 years) and
Electronic Arts (10 years).
Holds an EMBA from IESE Business School,
among other titles.
Nuria Lahuerta
VP Human Resources
Nuria joined Mirada in 2011 as Office Manager
until becoming VP Human Resources and the
first female to join Executive Management.
Holds a degree in History of Art and a Masters
in Innovative HR Management.
Roszana Dalati
VP Marketing
Roszana joined Mirada as Marketing Manager
before joining the Executive Management in
2017.
Holds a degree in International Relations and a
Masters in Strategic Management of Sales &
Marketing from IE Business School.
Gonzalo Babío
CFO
ANNUAL REPORT 2022 — EXECUTIVE TEAM
PAGE 9
© 2022 MIRADA
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Antonio Rodríguez
VP Business Development
Joined Mirada from Jazztel PLC, where he
worked as Network Engineering Manager and
Telco Platforms and OSS Manager.
Holds a BSc in Telecoms Engineering and an
MBA from IE Business School.
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.
Holds a BSc in Telecoms Engineering and BMD
from IESE.
Santiago Rodríguez
Product Director
Santiago joined Mirada back in 2000 and
he is responsible for the definition of Mirada's
vision and products.
Holds a degree in Telecoms Engineering from the
Polytechnic University of Madrid and has broad
R&D experience within the audiovisual industry.
José Gozalbo
CTO
José has been Chief Technology Officer of
Mirada since its creation.
Holds a degree in Computer Science and has in
depth experience in Software Development and
Digital TV markets.
ANNUAL REPORT 2022 — EXECUTIVE TEAM
PAGE 10
© 2022 MIRADA
Financial Statement
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Review of the year
The Market
The Company
OUR STRENGHTS
The global pay TV market is growing,
with research powerhouse Omdia
forecasting combined revenue from
pay TV and online video subscription
services to reach $353bn in 2027, up
from $308bn in 2021.
20+ years of experience providing in-
novative solutions for global digital TV
operators, telcos, broadcasters and
video streaming services.
The new TV era has brought a seismic
shift in the video and streaming in-
dustry, with more players than ever in
an ever-growing market.
Flagship Iris product delivers a
high-quality multiscreen user experi-
ence which helps our customers
attract, engage and retain subscrib-
ers and maximise revenues.
Mirada has a growing reputation for
pioneering the strategies and tools
video services need to remain ahead
of the curve.
Post lockdowns, operators and
broadcasters need to accelerate their
investments in TV and video streaming
technology.
Versatility of our offering enables us
to cater to a broad range of customer
types, regardless of size, region and
business model.
Video services must ensure they stand
out, embracing the latest tech and
viewership trends:
Continued evolution of new function-
ality, end applications and partners’
services.
Super-aggregation of content providers
for the most complete offer.
Android TV’s potential for becoming
an entertainment hub.
Personalisation of the viewing
experience; tailoring content, adver-
tising and even the user interface to
viewers’ preferences.
Among the most comprehensive
coverage of content providers world-
wide, including all premium.
UNPRECEDENTED MARKET OPPORTUNITY
INNOVATIVE AND VERSATILE PRODUCT
We strive towards excelling at R&D and a client focus, with over
85% of the company’s workforce being engineers in product,
software development, IT and customer support. These have
granted Mirada a strong reputation for its solid delivery and
reliability, both main assets for new and existing customers, and the
key for the continued support from our shareholders.
GONZALO BABÍO,
CFO
CSI Award winner for Best TV User
Experience for our hyper-personalisation
tool UX Evolver.
ANNUAL REPORT 2022 — WHY INVEST
PAGE 11
© 2022 MIRADA
Financial Statement
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The Company
CLEAR GROWTH STRATEGY
Optimised go-to-market strategy, with
a boosted sales strategy focused on
regional sales managers and external
reseller networks.
Track-record of winning Tier 1 clients,
but opportunity to also target Tier 2
and Tier 3 customers with SaaS.
Business model highly operationally
geared to growth in subscriber-based
SaaS revenues.
Flexible implementation model with
a choice of CAPEX and one-off licenc-
es (higher client set-up fees) or SaaS
(recurring revenues per device).
Agility and readiness of our solutions
brings our target market to 350-400
potential customers globally, typically
with c.0.5m subscribers each.
HIGHLY SCALABLE
SAAS BUSINESS MODEL
STRONG CUSTOMER
BASE AND GROWING
GLOBAL FOOTPRINT
Cloud-based delivery of our software
with a subscription revenue model.
Record opportunity pipeline as we
emerge f rom the pandemic, in-
creased by 75% from 12 in 2019 to 21 in
the second half of 2021.
SaaS contracts usually require some
up-front investment from Mirada,
with high profitability expected over
3 to 5 years, with average customer
lifetime much longer.
Sticky customer base.
Disciplined focus on growing recurring
revenue, with 5m+ daily active devices
worldwide.
New leads from marketing activities
increased more than 190% from 311 in
2019 to 908 in 2021.
Highly scalable software, infrastruc-
ture and implementation teams.
Increasingly diversified global pres-
ence, with growing pipelines in Asia
Pacific, Latin America and Europe.
ANNUAL REPORT 2022 — WHY INVEST
PAGE 12
© 2022 MIRADA
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The Company
PRODUCTS
& SERVICES
Our Iris multiscreen solution provides a next-generation video platform to
deliver on-demand, catch up and live content to audiences when, where and
how they want it. Iris empowers Mirada’s clients with a personalised and intuitive
user experience to attract, engage and retain audiences and maximise
consumption-based revenues.
DELIVERING THE TV OF TOMORROW, TODAY
FRIENDLY & ENGAGING
USER EXPERIENCE
DIFFERENT DEVICES, SAME
PERSONALISED INTERFACE
INTEGRATION WITH TOP
CONTENT PROVIDERS
EASY TO ADMIN APPS &
POWERFUL ANALYTICS
ANNUAL REPORT 2022 — PRODUCTS & SERVICES
PAGE 13
© 2022 MIRADA
Financial Statement
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Review of the year
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The Company
Why choose when we can have
it all? Linear TV, on demand and
all top content providers like
Netflix and Disney+ in one place.
Knowledge is power! We offer
our clients valuable insights
making the most of big data
and machine learning.
We make our clients’ lives
easier with our ecosystem
of intuitive and powerful
tools to enhance their platforms.
With our solutions, digital
TV services benefit from
advanced new ways to monetise
their platforms and content.
Consumer habits change,
but viewers’ appetite for video
remains, so we adapt
our solution to all devices.
Catch-up, start-over,
automated and personalised
recommendations, recordings
and more available from any
device.
THE CONTENT
VIEWERS CRAVE
THE DATA
CLIENTS TREASURE
THE SCREENS
VIEWERS CHOOSE
THE TOOLS
CLIENTS NEED
THE EXPERIENCE
VIEWERS DESERVE
THE REVENUES
CLIENTS DESIRE
THE IRIS EXPERIENCE ON ALL PLATFORMS
STREAMING DEVICES
WEB CLIENTS
SET-TOP BOXES
TABLETS & MOBILES
SMART TV
VOICE ASSISTANT
operator tier
included!
ANNUAL REPORT 2022 — PRODUCTS & SERVICES
PAGE 14
© 2022 MIRADA
Financial Statement
Corporate Governance
The Market
The Company
Review of the year
We empower our clients with all they
need to boost their content: a team of
editorial experts bridging catalogues
with the latest news and current affairs
of the subscriber’s region.
EDITORIAL SERVICES
THE KEY TO TRANSFORMING
CATALOGUES INTO OPPORTUNITIES
Our ecosystem of intuitive and powerful tools
covers all our clients’ needs and takes their platforms
to the next level.
MORE TOOLS
TO ACHIEVE
PERFECTION
A highly flexible and easy to use tool
that gives our clients the ability to stay
on top of changing consumption habits
by adapting, testing and evolving ele-
ments of their viewers’ user experience.
winner
nominated
User interface
personalisation tool
Task manager
for editors
Assets' workflow
manager
Data intelligence
platform
ANNUAL REPORT 2022 — PRODUCTS & SERVICES
PAGE 15
© 2022 MIRADA
CASE
STUDIES
Mirada’s solutions empower 50+Digital TV
services across 4 continents.
PAGE 16
© 2022 MIRADA
Financial Statement
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Review of the year
The Market
The Company
Mirada has been izzi’s long-term
strategic partner and tech provider
in Mexico since 2014.
Part of Televisa Group, the largest
Spanish-speaking media company
in the world, izzi’s network reaches
about 15 million households and is the
second most important player in
Mexican telecommunications services.
In 2014, Televisa Group made a strate-
gic decision to bring its different pay
TV services together and offer a new
and unified cutting edge pay TV ser-
vice in the country under a new brand,
izzi Telecom. This highly complex pro-
ject called for an advanced video plat-
form that could integrate f ive
operators, each of them with their
own network and infrastructure.
izzi put its trust in Mirada to deliver a
platform that was not only technologi-
cally more advanced than other solu-
tions, but also offered the stability and
reliability that would ensure izzi could
MEXICO FIRST LAUNCH — 2014
THE CHALLENGE
THE SOLUTION
continue offering the best quality ser-
vice to their subscribers uninterrupted.
After the success of the initial project,
Mirada has continued to work with
izzi as their go-to tech partner for
their TV service.
We have continued to equip izzi’s plat-
form with new and updated tools, fea-
tures and integrations with premium
content providers, helping them stay
on top of emerging trends and ce-
ment their position as the elading pay
TV service in Mexico.
ANNUAL REPORT 2022 — CASE STUDIES
Financial Statement
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The Company
Successful deployment of new
Android TV 10 major release across
all STBs for all izzitv smart customers,
bringing them all the advantages of
new functionalities and features in-
cluded in this new version.
HIGHLIGHTS OF THE YEAR
izzi is Mirada’s key Tier I stakeholder reference. They continue
to trust us to provide their flagship video platform with the most
advanced features to remain at the forefront of their space.
© 2022 MIRADA
PAGE 17
Mirada’s technical integrations have
brought new premium content pro-
viders such as HBO Max, Star+ and
more that are now part of izzi’s offer-
ing for Mexican viewers.
Release and integration of major Iris platform’s functionalities such as including
videos with each video title’s extended info, enabling biometric access to our
apps and allowing izzi customers to access up to 7 days of broadcasted contents
through our powerful retrogrid.
ANNUAL REPORT 2022 — CASE STUDIES
PAGE 18
© 2022 MIRADA
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The Company
One of the main Bolivian pay TV services, Digital TV
Cable’s OTT offering serves as a strong reference for
our commercial activities in neighbouring countries.
Mirada successfully launched Viya TV+ in the US Virgin
Islands in the middle of the pandemic. The second
launch for ATN international, it helped strengthen our
relationship with this high priority customer.
BOLIVIA FIRST LAUNCH — 2019
US VIRGIN ISLANDS FIRST LAUNCH — 2019
We are carrying out a project in Bermuda for
OneComm, owned by our customer ATN international,
a NASDAQ-listed company with several telco
operations worldwide. Their FibreWire TV service
focuses on delivering the best content
to a very demanding Tier 1 customer base.
Deployed Zapi TV for a conglomerate of Spanish
operators as a shared OTT platform with the goal
of reaching 600,000 subscribers. The launch
attracted the attention of several regional pay TV
providers around the world with ambitions to unite
their efforts under a solution similar to Zapi’s and
challenge the Tier 1 providers.
BERMUDA FIRST LAUNCH — 2019
SPAIN FIRST LAUNCH — 2020
Our key reference in Asia, with Skytel’s SkyGo app
(our Iris product) ranked #1 as the most popular
app on Mongolian Google Play Store and Apple’s
AppStore. Excellent reference which showcases
our capacity to deliver a premium product to lower
tier customers.
MONGOLIA FIRST LAUNCH — 2019
Post-year end update: In 2022, Skytel awarded Mirada the expansion of
their video service, which will launch one of the biggest Android TV set-
top boxes deployments in the country.
ANNUAL REPORT 2022 — CASE STUDIES
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
PAGE 19
© 2022 MIRADA
ANNUAL REPORT 2022 — XXXXXXXX
PAGE 20
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
TV & VIDEO TECH
TRENDS
Shaping the New TV Era
PAGE 21
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Company
The Market
Mirada empowers video services to navigate
a fast-evolving landscape, facing:
NEWCOMERS FROM
THE SVOD BOOM
NEW DEVICES AND
WATCHING HABITS
NEW USERS DEMANDING
A VIEWING EXPERIENCE
LIKE NEVER BEFORE
Past years have seen the birth of a new TV era, with the disruption brought
by the continuous arrival of online video services worldwide.
Total number of online video services globally, 2012-21
Moreover, content consumption has
shifted from a collective passive ex-
perience to viewers actively seeking
entertainment, unlocking a world of
choice regarding what to watch,
when and how.
Viewers’ expectations for TV entertain-
ment are higher than ever but also
the key to success for video services if
they can arm themselves with the
right tech partner to help them navi-
gate ever-shrinking innovation cycles
brought by the constant arrival of new
devices and features - all while meet-
ing users’ high standards as set by
global OTT powerhouses like Netflix.
2012
6,000
5,000
4,000
3,000
2013
2014
2015
2016
2017
2018
2019
2020
2021
Source: Omdia Global Online Services Tracker, 1Q 22
ANNUAL REPORT 2022 — TV & VIDEO TRENDS
PAGE 22
© 2022 MIRADA
Financial Statement
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The Company
ANNUAL REPORT 2022 — TV & VIDEO TRENDS
MIRADA'S SOLUTION:
SUPER-AGGREGATION OF CONTENT
Becoming the ultimate entertainment hub
Our technology serves both pay TV
operators and content providers,
building bridges between traditional
actors and newcomers.
A platform that is technically
integrated with 30+ content
providers (including all premium)
With our solution,
pay TV operators harness:
A simplified and unified viewing
experience with:
All content from one platform
Single sign-in
Universal search and discovery
Unified bill
The content fragmentation brought by
many players with different catalogues
also presents an opportunity for pay
TV operators to capture streaming
growth by becoming super-aggregators
through partnerships with streaming
services.
With these alliances, streaming servic-
es benefit from ready-made audienc-
es for expedited growth while pay TV
operators stay relevant in the face of
shifting consumer preferences.
In their Pay-TV and Online Video
Report: Global – 2022, data powerhouse
Omdia shows more than 1,000
telco-streaming partnerships were
active worldwide at the end of 2021,
expecting a greater shift towards
bundling over the next five years.
PAGE 23
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Company
The Market
ANNUAL REPORT 2022 — TV & VIDEO TRENDS
New consumption habits across smart-
phones and tablets, both at home and
on the go, have emerged. Omdia
research even shows smartphones
taking the lead over TV for streaming
content in 2021.
Pay TV Operators must ensure their
service is available on a broader range
of devices, bringing viewers their enter-
tainment everywhere they go.
Streaming Devices used at least once a month, April 2021
ENABLING TV EVERYWHERE
Smartphone
or
Feature
Phone
Percent of respondents
0
10%
20%
30%
40%
50%
60%
Laptop
or
desktop PC
Dedicated
Media
Streamer
Tablet
Game Console In-Built
Smart TV
Apps
Freeview /
PayTV STB
Internet
Connected
DVD/ Blu-Ray
Player
Source: Omdia Costumer Research Devices Media and Usage Database, H1 2021
MIRADA'S SOLUTION:
Offering a seamless and cohesive viewing experience
With Mirada’s Iris, operators can offer
their content to the end-user on almost
any device available on the market:
Smart TVs
STBs
Tablets,
mobile phones
Computers and
game consoles,
amongst others.
This places Mirada in a unique position
in the market.
PAGE 24
© 2022 MIRADA
Financial Statement
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Review of the year
The Market
The Company
ANNUAL REPORT 2022 — TV & VIDEO TRENDS
PAGE 25
© 2022 MIRADA
Financial Statement
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Review of the year
The Market
The Company
A PERSONALISED VIEWING EXPERIENCE
The unprecedented rise in content and
competitors has viewers switching or
altogether abandoning their pay TV
subscriptions in their search for what
to watch.
MIRADA'S SOLUTION:
Creating unique experiences adapted to viewers’ preferences
As content consumption habits evolve,
viewers become more demanding of
the platforms they subscribe to, forc-
ing video services to offer a most per-
sonalised experience.
2014
Churn Rate
0
1%
2%
3%
4%
5%
6%
7%
2015
2017
2016
2018
2019
2020
Churn Rate of pay TV providers in the United States, 2014 – 2020
Analysis of data consumption,
navigation and operational data
Advanced audience segmentation
Personalised content discovery and
recommendation
Tailored user interfaces
Targeted ads and promotions
Source: Statista, March 2021
ANNUAL REPORT 2022 — TV & VIDEO TRENDS
Mirada’s award winning flagship Iris
solution offers an entire ecosystem
of integrated backend tools that can
maximise personalisation of the
experience with:
PAGE 26
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
We have successfully supported our main
reference in the region, izzi Telecom with the most
complete super-aggregation offering, developing
a tech architecture ready to be replicated with other
customers in the region.
TARGET
MARKETS
LATIN AMERICA
& THE CARIBBEAN
WESLEY FERNANDES,
Sales Representative
Growing middle-class with
disposable income and an appetite
for entertainment.
Online video subscriptions at 109m
in 2021, up 28.3% from previous year.
Forecasted to reach to 192.5m by
2027, up 77%.
Source: Omdia, Pay-TV and Online Video
Report: Global, 2022.
Ripe opportunity for
super-aggregation strategies.
Local pay TV operators are seizing
partnerships for growth.
2021 saw an increase in pay TV
revenues of 5.5% YoY with overall
positive CAGR expected for each
platform in 2022-2027.
Source: Omdia, Pay TV and Online Video
Report: Latin America & the Caribbean, 2022.
ANNUAL REPORT 2022 — TARGET MARKETS
PAGE 27
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
Different viewing trends and habits call for video
services to arm themselves with scalable
solutions that can adapt to consumption
preferences, advertising models and expectations
from users.
EASTERN EUROPE
WESTERN EUROPE
EVA AVELLANEDA,
Sales Representative
Diversification of Mirada’s portfolio
such as offering Editorial services (see
page 14), allows us to attract new
clients' profiles with more targeted
needs.
In Western Europe, pay TV market
generates most of the revenue,
holding 67% share of the total pay-TV
and online video subscription market.
One of the few regions that resists
cord-cutting, a trend expected to
continue for the next five years and
beyond.
Continued pay TV growth in 14 of 19
countries, reaching 88.5 million
subscriptions.
The arrival of next-generation D2C
services has generated high demand
and expectations for video services
to implement super-aggregation
strategies.
Source: Omdia, Pay-TV and Online Video Report:
Global, 2022.
Pay TV generated revenue of $7.4bn
in 2021, up 7.9% on 2020 and 21.3%
higher than in 2017.
Source: Omdia, Pay-TV and Online Video Report:
Global, 2022.
ANNUAL REPORT 2022 — TARGET MARKETS
PAGE 28
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
In 2020, we completed one of the largest
deployments of Android TV, a feat ready to be
replicated in the APAC region as we continue
capitalising on the emerging opportunities of the
market attracting new customers.
ASIA & OCEANIA
GLADYS GRAFIL,
Sales Representative
World's largest market for Android TV box, accounting for more than 65% market
share in 2018.
Source: Globe News Wire
Post-year end update: in September 2022, leading
Mongolian telco Skytel awarded Mirada expansion
of their video service.
ANNUAL REPORT 2022 — TARGET MARKETS
Rapid growth and digitisation of the
population offer plenty of room for
organic growth.
Highest regional penetration of pay
TV in the world, accounting for:
67% of TV households and 645m
subscriptions in 2021.
Pay-TV revenue of $53bn in 2021, up
7.8% on 2020.
OTT subscriptions expected to reach
636m by the end of 2022, up 3x on
2019, with partnerships between OTT
video services and telcos also
increasing.
Pay-TV services are going digital to
diversify, creating an opportunity for
development of next-generation
video platforms.
Source: Omdia, Pay-TV & Online Video Report: Asia &
Oceania, 2022.
PAGE 29
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
Despite its challenges, we keep the region in mind
and are ready to bring our solutions enabling TV
everywhere and successful super-aggregation of
content, bringing viewers’ favourites with them on
the go.
MIDDLE EAST & AFRICA
EVA AVELLANEDA,
Sales Representative
Pay-TV subscription numbers grew to
42.8 million in 2021, up by 4.9% on 2020.
Demand for premium solutions in
high GDP/capita countries.
Online video subscriptions exceeded
21m in 2021, supported by high
investment in original Arabic content.
Difficult customer acquisition due to political instability and legal requirement
to have a registered office or local provider in many Gulf countries.
Source: Omdia, Pay-TV and Online Video Report:
Global, 2022.
Content generation enables
super-aggregation opportunities,
with Omdia counting 110 OTT–telco
bundled partnerships in MENA in 2021.
ANNUAL REPORT 2022 — TARGET MARKETS
PAGE 30
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
SNAPSHOT
OF THE YEAR
Back on track
CAPITALISING ON MARKET RECOVERY
Demand for our products returned in line with the
normalisation of trading conditions in the second half.
With our new sales strategy now fully embedded,
our pipeline quickly refilled, and we entered into
several potentially lucrative negotiations.
New reseller agreements were signed in Asia-Pacific
and North America, significantly enhancing our new
business capabilities.
Advanced negotiations with one of the largest telco
and TV operators in India are ongoing – expected to be
the first major new customer since the pandemic –
with Asia-Pacific emerging as a key growth market.
We move forward with a record pipeline, growing new
business momentum and high confidence of deliver-
ing meaningful and sustainable growth in FY23.
ANNUAL REPORT 2022 — SNAPSHOT OF THE YEAR
PAGE 31
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
DELIVERING FOR OUR CUSTOMERS
ENCOURAGING FINANCIAL PERFORMANCE
Exceptional growth in licences was achieved – 54%
over the prior year – demonstrating the growing belief
of our customers in the value of our technology.
We surpassed 1.5 million deployments of our Android
TV-powered set-top boxes, growing to over 2 million
post-period, cementing our position as one of the
world’s leading providers.
A major new contract was signed with Skytel post-period
to deliver the second phase of the Mongolian telco’s
video service expansion, having successfully delivered
the first.
Significant growth in licence revenue from existing
customers offset reduced new business caused by the
tail end of Covid restrictions.
$11.02m (FY21: $11.13m)
Solid adjusted EBITDA was delivered despite pan-
demic-related restrictions on our ability to pursue
new customers for much of the year.
$1.57m (FY21: $1.70m)
We began the new financial year firing on all cylinders
with progress expected to continue – approximately
$3.1m revenue and $0.9m adjusted EBITDA was se-
cured in the first quarter.
Extended $3.0m Leasa Spain S.L.U. revolving credit
facility for a further year post-period, demonstrating
the lender’s confidence in our prospects.
ANNUAL REPORT 2022 — SNAPSHOT OF THE YEAR
CEO
REVIEW
EMERGING STRONGLY FROM THE PANDEMIC
This is a robust set of results that
bodes well for the future given the im-
pact of Covid meant virtually no new
business activity took place in the first
half of the year and our ability to
source and negotiate new business
was impeded for much of the second.
Working closely with them through-
out, not only did we support them
through tough times, we helped them
continue moving forwards with their
respective growth strategies.
While the market recovery in the sec-
ond half was somewhat stop-start as
the pandemic continued to impact
sentiment and logistics, appetite for
our products and services steadily
increased, our sales pipeline reached
record levels, and we were able to
make progress in advancing opportu-
nities (albeit at a slower pace than
originally anticipated).
As we move through the new finan-
cial year and with our new global
sales strategy bedded in, we are now
beginning to convert some signifi-
cant opportunities such as those with
Mongolian telco Skytel, a relevant
Indian telco and TV provider in India
and a major telco in Latin America
and are confident in our ability to
continue in a similar vein. This, com-
bined with continued revenue mo-
mentum from existing customers,
has led to a growing sense of stabili-
sation in the business and optimism
that we are now back on track.
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
I am proud of the efforts of our teams and
particularly encouraged by the way we were
able to strengthen and deepen our
relationships with existing customers in the
period, with licences across our base
increasing 50% over FY21.
ANNUAL REPORT 2022 — CEO REVIEW
PAGE 32
© 2022 MIRADA
PAGE 33
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
Despite the challenges, particularly in
the first half, we made encouraging
progress in rolling out our new global
sales strategy which centres around
partnering with local experts to pro-
vide greater and more targeted access
to international markets. We now have
an established presence in Asia-
Pacific that has already delivered ma-
jor new business leads, and with
several exciting prospects referred by
our sales team, resellers and partners,
pipelines are growing across the
board, particularly in India. In
November 2021, we signed a signifi-
cant reseller deal with Shift 2 Stream,
a TV as a Service provider active in
North America and the Caribbean, en-
abling us to expand our reach into
North America and strengthening our
presence in the Caribbean, both of
which are important target markets
for Mirada.
Also in November 2021, driven mainly
by the continued success of our rela-
tionship with Mexican telco giant izzi
Telecom, we announced that we had
surpassed the deployment of one
million set-top boxes ("STBs") pow-
ered by our Android TV Operator Tier
offering. Using 2021 statistics pub-
lished by technology research firm
Omdia, Mirada STBs constituted ap-
proximately 5% of the expected 20
million global Android TV Operator
Tier STBs at the time. By period end,
deployments of Mirada-powered
Android TV set-to-boxes worldwide
had increased to approximately 1.5
million and by August 2022, that fig-
ure surpassed 2 million.
To have rolled out our Android TV
Operator Tier STBs at such a rate de-
spite the global chipset shortage and
installation challenges posed by the
pandemic is both a great achieve-
ment and strong validation of our de-
cision to back this technology. Omdia
forecasts that 50 million Android TV
Operator Tier STBs will be in use in
2024 and, with existing and prospec-
tive customers actively considering
replacing their legacy platforms, we
continue to be confident in our ability
to consolidate our market share.
IDEALLY POSITIONED VERSUS
TECHNOLOGY TRENDS
The Directors believe that market
trends continue to move in Mirada’s
favour. Super-aggregation, which in-
volves consolidating video streaming
services and traditional linear chan-
nels into a single viewing experience,
remains the dominant strategy for
Pay TV operators looking to adapt to
the industry disruption caused by the
emergence of Netflix, Amazon Prime
Video and other content providers.
At the same time, with the landscape
for these direct-to-consumer ("D2C")
content providers becoming increas-
ingly competitive and dominant play-
ers such as Netflix approaching
saturation point, they themselves are
becoming more and more reliant on
super-aggregation as a method of
customer acquisition and retention,
alongside tactics such as limiting ac-
count sharing and creating new
advertising-driven subscription tiers.
Super-aggregation plays a key role in
increasing subscriber loyalty, which at
present is an important priority for
these providers.
This mutually beneficial relationship
between Pay TV operators and content
providers means super-aggregation is
set to be an enduring trend and
Mirada’s proposition puts it right at
the centre.
The Directors believe that Mirada's
flagship software, Iris, now boasts one
of the most comprehensive sets of in-
tegrated content providers available,
with all the key players including
Disney+, Amazon Prime Video, Netflix,
ANNUAL REPORT 2022 — CEO REVIEW
PAGE 34
© 2022 MIRADA
Financial Statement
Corporate Governance
The Market
The Company
Review of the year
ANNUAL REPORT 2022 — CEO REVIEW
HBO, Fox and more represented. This
is a technically challenging feat to
achieve and maintain – particularly in
the small and medium operator space
– giving Mirada a strong competitive
advantage as we look to capitalise on
improved trading conditions.
At the same time, Android TV,
Google’s operating system ("OS"),
continues to cement its position as
the OS of choice for set-top boxes
and other devices, due to its versatili-
ty, reliability, and ability to quickly and
conveniently deliver the premium
content and multiscreen functionali-
ty needed to reduce churn and
increase premium subscriptions and
viewing times. According to a
February 2022 report by streaming
analytics provider Conviva, Android
TV is the fastest-growing TV platform,
with 42% growth in the final quarter
of 2021 compared to the same period
in 2020.
Mirada boasts an enviable track re-
cord of large-scale deployments and
has established itself as one of the
world’s preeminent providers of the
technology, with well over 2 million of
its Android TV-powered STBs currently
in circulation.
GEOGRAPHIC EXPANSION FACILITATED BY NEW
SALES STRATEGY
Our decision to sell into international
markets via local resellers has provided
us with access to a wealth of new inter-
national opportunities that would oth-
erwise have been difficult to reach. The
success we are having in India is a
great example of this. A hugely popu-
lous nation with a burgeoning middle
class, research by Omdia forecasts the
Indian Pay TV market to grow by nearly
30% over the next five years, with the
average revenue per user ("ARPU") in-
creasing by 35% by 2025. With a sub-
stantial addressable market and a
well-connected presence on the
ground sourcing new prospects, we
continue to expect India, and the wider
APAC region, to become key markets
for Mirada in the coming years.
We are currently working to replicate
the success of the APAC reseller strat-
egy in the rest of the world, starting
with the Americas. According to a re-
cent report, again by Omdia, Pay TV
is the largest video entertainment
segment by revenue across all of
Latin America, worth $15 billion annu-
ally as at calendar year 2022, a 4% in-
crease over 2021. In addition, Digital
TV Research points to OTT TV reve-
nues doubling by 2027, reaching $14
billion annually. As in South-East Asia,
economic grow th in key Latin
American territories has led to the
emergence of a middle class with ex-
tra disposable income and an appe-
tite for advanced video entertainment
options. With a strong existing repu-
tation in the region and the prospect
of greater access through the new
sales strategy, Mirada is well-posi-
tioned to capitalise.
PEOPLE AND BOARD UPDATE
I would like to take this opportunity to again thank everyone associated with
Mirada for their efforts through the year. At times it was another difficult period
for them and their families and yet they rose to the challenges posed by the pan-
demic, demonstrating real perseverance and resolve. Our people are our greatest
PAGE 35
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
ANNUAL REPORT 2022 — CEO REVIEW
asset and I feel fortunate to have such
a talented, dedicated and hard-work-
ing team, particularly against the back-
drop of an extremely competitive
labour market.
Post-period on 1 April 2022, we an-
nounced that Francis Coles stepped
down as Chairman and a director of
the Company for family reasons. As I
mentioned at the time, Francis played
an important role in the transition of
Mirada to a product model and provid-
ed valuable guidance as we grew our
footprint internationally. I am grateful
for his support over the years and, on
behalf of everyone at Mirada, would
like to again wish him and his family all
the best for the future.
Following Francis’ departure, I
stepped into the role of Interim
Chairman. The Board continues to
make good progress in f inding
Francis’ successor, and in seeking to
appoint a further non-executive di-
rector and will make a further an-
nouncement at the appropriate time.
FINANCIAL OVERVIEW
Revenue was broadly flat at $11.02
million (FY21: $11.13 million), with sig-
nificant growth in licences from exist-
ing customers (50% growth over FY21)
offsetting, what the Directors to believe
to be, a temporary reduction in profes-
sional services and delays to new con-
tracts caused by the pandemic.
Development revenue decreased to
$3.70 million (FY21: $5.61 million).
Licence revenues grew strongly to
$5.35 million (FY21: $3.57 million).
Gross profit was also broadly flat at
$10.25 million (FY21: $10.84 million) and
operating losses increased to $2.72
million (FY21: $2.59 million). Staff costs
decreased to $6.48 million (FY21: $7.10
million), supported by the majority of
our costs being incurred in Euros and
the appreciation of the US dollar. Other
administrative expenses increased to
$2.12 million (FY21: $2.05 million).
Adjusted EBITDA (as defined in Note
7) was $1.65 million (FY21: $1.70 million).
A tax credit was recognised in the pe-
riod of $0.03 million (FY21: $0.17 mil-
lion) from Mirada Iberia’s research
and innovation tax deductions. Net
loss for continued activities was $2.87
million (FY21: loss of $2.99 million).
Net Debt increased to $8.59 million
(FY21: $7.07 million). Long-term inter-
est-bearing loans and borrowings
and related party loans and interest
increased to $6.66 million (FY21: $5.40
million) and short-term borrowings
increased to $1.95 million (FY21: $1.78
million) – see note 9 for further de-
tails. Trade receivables increased
from $1.83 million to $2.07 million.
On 27 September 2021, the Company
announced the extension from €1.3
million to €3.0 million of the facility
granted by a related party, of which
€2.27 million was utilised at 31 March
2022. The facility is being provided by
Leasa Spain, S.L.U. ("Leasa" or the
"Lender"). The Lender is incorporated in
Spain and ultimately owned by Mr
Ernesto Luis Tinajero Flores who has a
total beneficial interest in 87.21% of
Mirada's share capital. The term of the
Facility was extended until 30
November 2023 ("Maturity Date"), al-
though the Company retains the option
to repay any drawn amounts earlier.
Other intangible assets have decreased
by $0.27 million.
The Group generated $2.86 million of
cash in operating activities in the year
(FY21: $3.15 million) and spent a fur-
ther $3.99 million (FY21: $4.17 million)
in investing activities.
PAGE 36
© 2022 MIRADA
Financial Statement
Corporate Governance
The Market
The Company
Review of the year
GROWING NEW BUSINESS MOMENTUM WITH
MAJOR NEW CONTRACTS SIGNED POST-PERIOD
In recent weeks, we announced the
first major contract win since the on-
set of the pandemic and the compa-
ny has two more significant deals
with new customers in late stage, one
in India where terms have been
agreed and one in Latin America.
With a large TV operator and telecoms
company in India, Mirada has agreed a
five-year contract and is expecting to
be able to implement it and start the
project in the new year following re-
ceipt of the initial payment. Mirada will
deliver a hybrid DVB ("Digital Video
Broadcasting")/OTT ("Over-the-Top")
Android TV Operator Tier platform,
powered by its flagship Iris solution.
The platform will provide viewers with
on-demand content as well as linear
TV on set-top boxes and on other de-
vices such as smartphones, tablets,
computers and smart TVs. The deal
marks Mirada’s continued expansion in
the Asia-Pacific market, where it is see-
ing an increasing number of new
opportunities and demonstrates the
success of the Company’s new sales
and marketing strategy.
Mirada is also in advanced negotia-
tions for a contract to provide Pay TV
services and ad-based entertainment
platform available in public spaces to
a Pay TV Operator in Latin America.
The Pay TV contract will be delivered
via a SaaS model, an important part
of Mirada’s growth strategy, with the
potential for revenue to increase as
the customer expands its subscriber
base. The expected contract includes
initial set-up fees for Mirada, followed
by subscriber fees on a monthly basis
(with a minimum revenue guaran-
teed) once the service goes live. The
entertainment platform contract
would see the Group’s Iris solution
deployed for the first time as an ad-
based service available in public spac-
es, such as in government buildings,
parks, train stations and airports.
ENCOURAGING START TO FY23
The contract wins described in the
above section have been achieved
alongside a strong start to trading
from existing customers in FY23. The
first quarter ended 30 June 2022 saw
a marked increase in subscrib-
er-based licence fees, with over 2 mil-
lion set-top boxes now deployed
using Mirada’s technology. This has
translated into revenues for the quar-
ter of approximately $3.1 million (2021:
$3.1 million) and adjusted EBITDA of
$0.9 million (2021: $0.7 million).
Confidence in delivering continued,
sustainable growth in the new finan-
cial year and beyond
To have delivered these FY22 results
despite the effects of the pandemic
continuing to be felt for much of the
period is testament to quality of the
products and services we provide, the
dedication of our people, the resil-
ience of our model and the improve-
ments made to our operational
infrastructure.
We continued to support our custom-
ers as they worked to realise their
growth ambitions, and while new
business activity across the market
suffered a major setback because of
the Covid 19 pandemic – particularly in
the first half – we were able to offset
this by securing a significant increase
in licences across our existing base.
As the second half progressed, we
saw a recovery in appetite across our
target markets and, although there
were pandemic-related challenges
ANNUAL REPORT 2022 — CEO REVIEW
PAGE 37
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
along the way and it can take several
months for a new agreement to be
signed in our industry, our sales pipe-
line quickly grew to the largest it has
ever been. Encouragingly, as demon-
strated by the post-period agree-
ments with Mongolian telco Skytel
and a telco in India, and late-stage
negotiations in Latin America, we are
now beginning to get those deals
over the line.
There remains an air of uncertainty
around the broader economic environ-
ment but, at present, we are not seeing
any signs of the demand in our end
markets slowing. Our outlook as things
stand remains unchanged from the
trading update issued in May – that the
new financial year will be one of signifi-
cant commercial progress.
We have invested heavily and devel-
oped several strategic initiatives ahead
of the curve that position us at the
centre of emerging TV and video ser-
vice trends. Assuming the worst of the
pandemic is now behind us, I am con-
fident Mirada is equipped to return to
its pre-Covid trajectory and grow in a
meaningful and sustainable way.
José Luis Vázquez,
Chief Executive Officer
29th september
ANNUAL REPORT 2022 — CEO REVIEW
PAGE 38
© 2022 MIRADA
Financial Statement
Corporate Governance
The Market
The Company
Review of the year
STRATEGIC
REPORT
BUSINESS MODEL
STRATEGY
The Group’s strategy is to extend its
presence in the media and telecom-
munication markets, focusing on those
markets with higher potential growth
rates, for example the Latin America,
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
and, so long as the customer’s sub-
scriber base keeps growing, Mirada will
continue to earn licence fees even
from projects which were completed
several years previously.
The Company’s main activity is the
provision of software for the Digital
TV market. Our major customers are
pay TV platforms and broadcasters
willing to address final customers
through a streaming platform. We
provide the technology needed to
facilitate the final user’s interaction
across many devices, including digi-
tal TV decoders (set-top boxes), tab-
lets, smartphones, computers, game
consoles and smart TVs. Our flagship
product is our navigational software
proposition, Iris, and its set of back-
end tools.
Our customers need the services of a
user interface (“UI”) provider such as
Mirada when creating a new video ser-
vice or replacing/upgrading an existing
one. The UI provider interacts with i)
the device vendor (in the case of set-
top boxes); ii) the encryption technolo-
gy vendor (Conditional Access (“CA”)
vendor) for the protection of content;
and iii) the customers’ systems (billing
and provisioning systems).
The Group tends to interact with the
customer in the early stages of their de-
cision-making process and help in the
selection of the proper ecosystem for
their video solution. Our expertise and
experience are widely recognised in the
industry, and we provide a value that
goes beyond our actual UI proposition.
Aside from the professional services re-
lated to deployment, support and
maintenance, our licensing model var-
ies depending on the size of the cus-
tomer, from one-off fees per household
for the product as it is, to recurrent reve-
nues for a Software as a Service (“SaaS”)
model. Support & Maintenance servic-
es such as quality assurance on func-
tionality add-ons to platforms are also
provided to customers.
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 re-
mains an integral part of our strategy.
Development, performance and position
of business
Development, performance and posi-
tion of our business have been dis-
cussed in the CEO report, with key
items on pages 35 and 36.
ANNUAL REPORT 2022 — STRATEGIC REPORT
PAGE 39
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
PRINCIPAL RISKS
AND UNCERTAINTIES
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. Rotation of
key management, considered to be
the main measure of risk, is very low as
there have been no changes in the key
The sectors in which the Group oper-
ates may undergo rapid and unexpect-
ed changes. It is possible, therefore,
that competitors will develop products
that are similar to those of the Group,
or its technology may become obso-
lete or less effective. The Group’s suc-
cess depends upon its ability to
enhance its products and technologies
and develop and introduce new prod-
ucts and features that meet changing
customer requirements and incorpo-
rate technological advances on a time-
ly and cost-effective basis. As a result,
the Group continues to invest
The key business risks affecting the Group are set out below. All these risks are
consistent and stable compared with the prior year.
DEPENDENCE ON PEOPLE
DIGITAL TV AND BROADCAST MARKETS
executive management team in the
last seven years. The Group invests a
significant number of resources to
identify market practices in our sector
and to be up to date on human re-
sources policies, including employ-
ment benefits, remote working and
continued internal and external train-
ing for our employees.
signif icantly in new product and
product improvements, research and
development, totalling this year circa
30% of our revenues, well above mar-
ket standards. As most of our market
growth is related to Subscription
Video on Demand (SvoD) and OTT
services, we have been able to im-
prove our OTT product line and inte-
grate our services with Netflix,
Disney+, HBO Max and Amazon Prime
Video at our largest customer, izzi
Telecom, paving the way for potential
future integration in present and fu-
ture customers.
ANNUAL REPORT 2022 — STRATEGIC REPORT
Data security, loss or corruption of data, and business continuity pose inherent
risks for the Group leading to a loss of customer confidence in the Group being
able to deliver their requirements. To mitigate this risk, the Group invests in, and
keeps under review, formal data security and business continuity policies. The
Group maintains both local and cloud-based backups and regularly reviews
plans on how to improve data management.
Information technology
There are certain markets in which there could be instances of disputes regarding
intellectual property involving technology companies, including the Digital TV
Intellectual property
PAGE 40
© 2022 MIRADA
Financial Statement
Corporate Governance
The Market
The Company
Review of the year
Liquidity risk is managed through the
assessment of short, medium and
long term cashflow forecasts to en-
sure 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, that
the Group is able to meet its liabilities
as they fall due. Where a shortfall in
Revenues from the main customer represent 77% of the total turnover. The Company
has a focus on reducing this level generating business with new customers.
The UK’s exit from the European Union (EU) did not have any significant impact
in the performance of our business.
Liquidity risk
Customer concentration
BREXIT
funding is identified, the Company
will look to meet this shortfall
through a variety of funding options
including but not limited to the issu-
ing of new equity. The Company re-
lies on the support of its shareholders
and has been able to secure new eq-
uity and loan facilities during prior
years from its main shareholder. This
area is considered further in the re-
port of the directors and the account-
ing policies under ‘Going concern’.
ANNUAL REPORT 2022 — STRATEGIC REPORT
For the two years from April 2020 to March 2022, most potential customers
chose to postpone their decision-making processes until there was greater clari-
ty around the future of the pandemic. New business activity across the industry
– particularly during confinement periods – effectively ground to a halt.
Encouragingly, as we moved through the financial year ending in March 2022,
we began to see growing indications of a gradual reversion to pre-pandemic lev-
els of appetite for investment from both existing and prospective customers.
COVID-19
From 1 January 2019, legislation was introduced requiring companies to include a
statement pursuant to section 172 of the Companies Act 2006.
Section 172 statement
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 to the nature of the tech-
nology market there will always be a risk of other corporations potentially making
claims regarding intellectual property/patent infringements.
PAGE 41
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
the likely consequences of any decision
in the long term;
the impact of his decisions in the value
for shareholders;
the interests of the company’s
employees;
the need to foster the company’s
business relationships with suppliers,
customers and partners;
The Board considers that all their decisions are taken with the long-term in mind,
understanding that these decisions need to regard the interests of the Company’s
shareholders, employees, its relationships with suppliers, customers, partners, the
communities, and the environment in which it operates. Since the beginning of the
pandemic the company implemented a flexible remote working policy and de-
ployed sales and marketing strategies to perform online product demonstrations
for customers and partners. It is the view of the Board that these requirements are
addressed in the Corporate Governance Statement, which can be found on the
company’s website at www.mirada.tv/investors/corporate-governance.
the impact of the company’s
operations on the community and the
environment;
the desirability of the company
maintaining a reputation for high
standards of business conduct, and
the need to act fairly as between
members of the company.
APPROVAL
José Luis Vázquez,
Chief Executive Officer
APPROVAL
29
th September 2022
This strategic report was approved
on behalf of the Board on 29th
September 2021 and signed on
its behalf.
ANNUAL REPORT 2022 — STRATEGIC REPORT
The Board recognises the importance of the Group’s wider stakeholders when per-
forming their duties under Section 172(1) of the Companies Act and their duties to
act in the way they consider, in good faith, would be most likely to promote the suc-
cess of the company for the benefit of its members as a whole, and in doing so have
regard (among other matters) to:
ANNUAL REPORT 2022 — CORPORATE GOVERNANCE
PAGE 42
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
REVIEW OF BUSINESS, FUTURE DEVELOPMENTS
AND KEY PERFORMANCE INDICATORS
Reviews of the business, its results, future direction and key performance indica-
tors are included in the Chief Executive Officer’s Report and Strategic Report on
pages 32 to 41.
DIVIDENDS
No dividend is declared in respect of the year (2021: $nil).
FINANCIAL RISK MANAGEMENT OBJECTIVES
AND POLICIES
The Group’s activities expose it to several 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 21 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 tak-
ing account of its current business activities, budgeted performance and the fac-
tors likely to affect its future development, which are set out in this Annual report,
and include the Group’s objectives, policies and processes for managing its capi-
tal, its financial risk management objectives, its exposure to credit and liquidity
risks and the impact of the COVID-19 pandemic.
Based on our review of going concern position, we believe that there are material
uncertainties relating to going concern assumptions for the Group and the com-
pany on the grounds that future sources of funding or supporting evidence are
not available at the date of approval of the financial statements. We have consid-
ered a period of at least twelve months from the date of approval of the financial
statements. We acknowledge that the Group requires additional funding, and we
are in the process of exploring opportunities to raise additional funding and opti-
mistic that we will be able to raise sufficient funds.
As at 31 March 2022, the Group had cash and cash equivalents of $0.03m (2021:
$0.11m), had net current liabilities of $1.39m (2021: $0.23m) and net assets of
DIRECTOR'S
REPORT
PAGE 43
© 2022 MIRADA
ANNUAL REPORT 2022 — CORPORATE GOVERNANCE
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
$4.73m (2021: $7.90m.). In the year ended 31 March 2022, the Group generated
net cash from operating activities of $2.86m (2021: $3.15m), realised a loss for the
year of $2.87m (2021: $2.99m).
The €1.30 million credit facility, granted by Leasa Spain, S.L.U. (“the Lender”) on 4
June 2019, was increased up to €3.0 million and its Maturity Date was extended
until 30 November 2022. In addition, the Facility was novated from Mirada Iberia
to Mirada Plc. On 23 September 2022 this was extended until 30 November 2023.
All other terms of the Facility remain unchanged. The Lender is controlled by Mr.
Ernesto Luis Tinajero Flores, who also owns 87.21% of the voting rights of Mirada.
The Directors have prepared detailed cash flow forecasts for the period to at least
31 December 2023. The Directors regularly review the detailed forecasts of sales,
costs and cash flows. The assumptions underlying the forecasts are challenged,
varied and tested to establish the likelihood of a range of possible outcomes,
including reasonable cash flow sensitivities. The expected figures are carefully
monitored against actual outcomes each month and variances are highlighted
and discussed at Board level. From a technology point of view, the Group is also
offering and developing the most advanced features in the market, providing
services to a growing subscriber base in our core markets. To this end a base
case cash flow forecast has been prepared which takes into account the following
key assumptions:
The continued availability of the
Group’s invoice discounting facility
throughout the foreseeable future.
An average revenue growth of 13% in
the foreseeable future, which Directors
believe, comprise of revenue that is
substantially already secured under-
signed contracts.
Fundraising up to $2.0 million to hap-
pen in the year ending in 31 March
2023.
The extension of the due date of the
€3.0 million credit facility granted by
Leasa Spain, S.L.U. until 30 November
2023.
An expected receipt of US$0.3m of
Research and Development tax credit
in March 2023 f rom Spanish tax
authorities.
The Company expects to announce
in the coming weeks a contract win
to provide Pay TV services and an
ad-based entertainment platform
available in public spaces to a Pay TV
Operator in Latin America.
The Directors have also considered several downside scenarios, including a scenario
where all revenue growth from new customers is removed and a reverse stress
test. The purpose of the reverse stress test for the Group is to test at what point
the cash facilities would be fully utilised if the assumptions in the Director’s base
case forecasts are altered. This reverse stress test includes both a removal of all
revenue growth from new customers and a reduction of contracted revenue
from existing customers for the forecast period, resulting in an overall reduction
of revenue of c.20%, as well as the removal of any potential future funding and
the receipt of the US$0.3m Research and Development tax credits anticipated. In
the event that the performance of the Group is not in line with the projections,
and more akin to one of our downside scenarios, including the worst-case sce-
nario, action will be taken by management immediately to address any potential
cash shortfall for the foreseeable future. The actions that could be taken by the
Directors include both a review and restructuring of employment related costs,
including the deferral of any potential bonuses due to employees. These
ANNUAL REPORT 2022 — CORPORATE GOVERNANCE
PAGE 44
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
measures alone could save at least $1.5m in operating costs and therefore cash
flows, although they would compromise the company’s future growth. Further,
the Directors could also negotiate access to other sources of finances from the
Group’s lenders. Given the Director’s current relationship with lenders and their
recent success in negotiations with these financial institutions, whilst there are no
binding agreements currently in place, negotiations are in very advanced stages
for additional funding. Therefore, the Directors are confident that any additional
funding required would be obtained.
Overall, the sensitised cash flow forecasts demonstrate that the Group will be able
to pay its debts as they fall due for the period to at least 31 December 2023 based
on a potential fundraising of up to $2.0 million during the period. The Directors
are, therefore, satisfied that the financial statements should be prepared on the
going concern basis.
See note 3 (b) to the financial statements for further information on going concern.
DIRECTORS’ AND OFFICERS’ INDEMNITY
INSURANCE
The Group has taken out an insurance policy to indemnify the Directors and
officers of the company and its subsidiaries in respect of certain liabilities which
may attach to them in their capacity as directors or officers of the Group, so far
as 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 Pay TV market
including the research and development of new products and enhancements to
existing products. The Directors consider the investment in research and develop-
ment to be fundamental to the success of the business in the future.
CORPORATE GOVERNANCE
The Board decided to adopt the QCA Corporate Governance Code (April 2018)
from 26 September 2018, and there have not been any changes since then.
Details of the Company’s corporate governance policies and compliance are
available on 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.
PAGE 45
© 2022 MIRADA
ANNUAL REPORT 2022 — CORPORATE GOVERNANCE
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
CHAIRMAN’S CORPORATE GOVERNANCE STATEMENT
As a chairman, my role is to manage
the Board in the best interests of our
stakeholders, to ensure that our
shareholders’ views are communi-
cated to the Board and to be responsi-
ble for ensuring the Board’s integrity
and effectiveness. I recognise that
my role also involves my responsibili-
ty over the correct implementation
of the QCA Corporate Governance
Code into Mirada’s corporate govern-
ance practices.
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 effec-
tive and efficient decision-making.
Corporate governance is an impor-
tant part of that job, reducing risk
and adding value to our business.
In addition to each of the 10 principles
listed further below, the following pro-
vides an over view of h ow th e
Company applies the QCA Corporate
Governance Code, in order to support
the Company’s medium to long-term
success.
The Board comprises three Executive
and one independent non-Executive
Director. The Board considers, after
careful review, that the non-Executive
Director brings an independent
judgement to bear notwithstanding
his length of service and is therefore
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.
I, José-Luis Vázquez, the Chief
Executive, has executive responsibility
for running the Group’s business and
implementing Group strategy and
has assumed the role of interim
Chairman after Francis Coles departure
for family reasons. 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 ex-
penditure projects, approval of the
annual and interim results, annual
budgets and Board structure. It mon-
itors the exposure to key business
risks and reviews the strategic direc-
tion of all trading subsidiaries, their
annual budgets, their performance in
relation to those budgets and their
capital expenditure. The Board dele-
gates 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-Execu-
tive Chairman, the Chief Executive,
the Group Finance Director and the
other Directors.
Our values are based on two corner-
stones: our customers and our em-
ployees. The Board believes this is vital
for creating a sustainable, growing
business and is a key responsibility of
the Group. This culture supports the
Company’s objectives to grow the
business through acquiring and re-
taining customers by attending to
their needs from the very beginning
of the sales process until successful
delivery and during ongoing services
provision and support. The Company
recognises its employees as a key driv-
er of success and considers it crucial to
recruit and retain the right people
with the appropriate set of skills and
values. Corporate governance is an im-
portant part of that job, reducing risk
and adding value to our business.
José Luis Vázquez,
Interim Chairman
ANNUAL REPORT 2022 — CORPORATE GOVERNANCE
PAGE 46
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
The QCA Corporate Governance 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:
Establish a strategy and business model which
promote long-term value for shareholders:
The Mirada Group strategy is focused
around four key areas: market, prod-
uct, sales, and business model, as ex-
plained 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 in-
crease the number of customers be-
ing charged subscriber-based licence
fees, as these revenues command
higher margins and, as long as the
customer’s subscriber base is grow-
ing, Mirada will continue to earn li-
cence fees even f rom projects
completed several years previously.
The key challenges to the business
and how these are mitigated are de-
tailed in the Strategic Report.
Seek to understand and meet
shareholder needs and expectations:
The Mirada Group encourages two-
way communication with both its in-
stitutional and private investors and
responds quickly to all queries re-
ceived. The CEO talks regularly with
the Group’s major shareholders and
ensures that their views are commu-
nicated fully to the Board.
The Board recognises the AGM and
the GMs as important opportunities
to meet private shareholders. The
Directors are available to listen to the
views of shareholders informally im-
mediately following these meetings.
The Group has set up a dedicated
email address for all investor queries.
The Board has also utilised digital
technology to present virtually to cur-
rent and prospective investors.
Where voting decisions are not in line
with the Company’s expectations, the
Board will engage with those share-
holders to understand and address
any issues.
Take into account wider stakeholder and social
responsibilities and their implications for
long-term success:
The Mirada Group has identified the
following key stakeholders and decid-
ed on implementing the following
actions to cover their needs, interests
and expectations:
Employees - company meetings, CEO
letters, work council
Customers - corporate website, social
media, international trade fairs, per-
sonal meetings, high- and low-level
bilateral meetings
Sales Partners - internal blog, weekly
industry press reviews, weekly fol-
low-up conferences, marketing
material
Shareholders - see above
Technological Partners - corporate
website, social media, international
trade fairs, personal meetings, high-
and low-level bilateral meetings
Compliance advisors - periodic con-
ference 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 em-
ployee satisfaction by such measures
as improving work-life balance, pro-
viding fringe benefits, team building
activities and many more.
1.
2.
3.
PAGE 47
© 2022 MIRADA
ANNUAL REPORT 2022 — CORPORATE GOVERNANCE
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
Embed effective risk management, considering both opportunities and threats, throughout the organisation:
4.
5.
evaluating risk and the Executive
Directors meet at least monthly to re-
view ongoing trading performance,
discuss budgets and forecasts and
new risks associated with ongoing
trading. This process allows the Board
to gain assurance that the risk man-
agement and related control systems
in place are effective.
Maintain the board as a well-functioning, balanced team led by the chair:
The Company is controlled by the Board of Directors. José Luis Vázquez, the
Chief Executive, has executive responsibility for running the Group’s business
and implementing Group strategy and is acting as interim Chairman. Directors
attend one Board Meeting per quarter.
A summary of Board meetings attended by current Directors in the twelve
months to 31 March 2022 is set out below:
The Board considers risk to the busi-
ness at every Board meeting (at least
one meeting is held per quarter) and
the risk register is updated at each
meeting. The Company formally re-
views and documents the principal
risks to the business at least annually.
Both the Board and senior managers
are responsible for reviewing and
Francis Coles
José Luis
Vazquez
Matthew
Peter Earl
José Francisco
Gozalbo
Gonzalo Babío
21 Apr 2021
✔
✔
✔
✔
✔
24 Jun 2021
✔
✔
✔
✔
✔
15 Sep 2021
✔
✔
✔
✔
✔
27 Oct 2021
✔
✔
✔
✔
✔
11 Nov 2021
✔
✔
✔
✔
✔
27 Jan 2022
✔
✔
✔
✔
✔
All Directors receive regular and time-
ly information about the Group’s op-
erational 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 profes-
sional advice in the furtherance of
their duties, if necessary, at the
Company’s expense.
The Board comprises three Executive
Directors and one Non-Executive
Director. All Executives Directors work on
a full-time basis and the Non-Executive
Director’s service agreement sets out
expected time commitments. All
Directors recognise that a certain time
of increased activity, the preparation
and attendance at meetings will in-
crease. The Board considers that the
Non- executive Director brings an inde-
pendent judgement to bear notwith-
standing the length of service.
The Board continues to make good
progress in finding Francis’ successor,
and in seeking to appoint a further
non-executive director and will make
a further announcement at the appro-
priate time.
ANNUAL REPORT 2022 — CORPORATE GOVERNANCE
PAGE 48
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
JOSÉ LUIS VÁZQUEZ
Chief Executive Officer
& Interim Chairman
José L. Vázquez is CEO and Co-
Founder of Mirada, a leading interac-
tive 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 a skilled profes-
sional. 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 experi-
ence in media and technology sec-
tors. His professional career includes
three years working at Ar thur
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.
The Directors of Mirada (the “Directors”) have the following experience and skills:
JOSÉ FRANCISCO GOZALBO SIDRO
Chief Technology Officer
J o s é j o i n e d M i r a d a a s C h i e f
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 as-
surance, R&D and presales depart-
ments. He has a special focus on the
Latin America region and has helped
to build relationships with big tele-
coms partners that have led to multi-
ple deployments of Mirada’s products.
Prior to joining Mirada, José was Chief
Te c h n o l o g y O f f i c e r a t F r e s h
Interactive Technologies where he
managed the deployment of prod-
ucts and services worldwide, working
with some of the key partners in the
Pay TV market.
MATTHEW PETER EARL
Non-Executive Director
Matthew has spent over 19 years
working in the financial services sec-
tor primarily in Equity Capital
Markets. Matthew started his career
with Royal Bank of Scotland plc as an
economist before working at Investec
plc. Matthew then joined Charles
Stanley Securities as an equity analyst
in 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 2022, Francis Coles and
Matthew Earl attended all meetings
of the Audit, Remuneration and
Nomination Committees. After
Francis Coles departure on 1 April
2022, José Luis Vázquez and Matthew
Earl attend both committees.
PAGE 49
© 2022 MIRADA
ANNUAL REPORT 2022 — CORPORATE GOVERNANCE
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
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 consid-
ered the search for candidates is con-
ducted, and appointments are made,
on merit, against objective criteria.
Whilst there is not currently a balance
of gen ders on th e Board, th e
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 biographi-
cal details against principle 5 above.
The Directors bring a mixture of rele-
vant sector, public company and fi-
nancial 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, law-
yers and accountants) as necessary.
Evaluate board performance based on clear and
relevant objectives, seeking continuous improvement:
The Board carries out an evaluation
of its performance annually, taking
into account the financial reporting
Co u n c i l ’s G u i d a n ce o n B o a rd
Effectiveness. The company has per-
formed regular reviews of its Board
composition, considering whether
each Director has the appropriate
skills for the proper performance of
their duties. The Board is satisfied
that each individual has the right bal-
a n ce o f f i n a n c i a l a n d m a rke t
knowledge to understand the perfor-
mance and prospects of the business
for the proper development of the
Group.
All Directors undergo a performance
evaluation before being proposed for
re-election to ensure that their per-
formance is and continues to be ef-
fective, that where appropriate they
maintain their independence and
that they are demonstrating contin-
ued commitment to the role.
Appraisals are carried out each year
with all Executive Directors.
The Board has decided to adopt vol-
untarily the practice that one third of
the Directors stand for re-election on
an annual basis.
Promote a corporate culture that is based on
ethical 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 pro-
cess, with a special focus on employees
with direct contact with customers and
vendors. Company values are also in-
cluded in the welcome package that
every new employee receives upon
joining the Company, which is also
available for everyone on the Intranet.
Maintain governance structures and processes
that are fit for purpose and support good deci-
sion-making by the board:
Our corporate governance statement
on structure and processes is availa-
ble on our corporate website, AIM
Rule 26, Corporate Governance sec-
tion. Direct link available here: https://
www.mirada.tv/investors/aim-rule-26/
Communicate how the Company is governed
and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders:
The Company encourages two-way
communication with both its institu-
tional and private investors and
6.
7.
8.
9.
10.
ANNUAL REPORT 2022 — CORPORATE GOVERNANCE
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© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
responds quickly to all queries received. The CEO talks regularly with the Group’s
major shareholders and ensures that their views are communicated fully to the
Board.
The Board recognizes the AGM and other General Meetings as important oppor-
tunities to meet private shareholders. The Directors are available to listen to the
views of shareholders informally, immediately following any General Meeting.
DIRECTORS
The directors who held office during the year are given below:
Executive directors
MR JOSÉ LUIS VÁZQUEZ
Chief Executive Officer
& Interim Chairman from 1 April 2022
MR JOSÉ GOZALBO
MR GONZALO BABÍO
Non-executive directors
MR FRANCIS COLES
Chairman until departure on
1 April 2022 for family reasons
MR MATTHEW EARL
EVENTS SINCE THE REPORTING DATE
On 23 September 2022, Mirada Plc obtained an extension of the €3.0 million
credit facility from Leasa Spain, S.L.U. (the “Lender”) until 30 November 2023. The
Lender is owned by Mr. Ernesto Luis Tinajero Flores, who also owns 87.21% of the
voting rights of Mirada.
On 23 September 2022, Mirada PLC announced it has been awarded a further
extension of Skytel video service in Mongolia to include more connected devices.
For most of the years ended in March 2021 and March 2022, potential customers
chose to postpone their decision-making processes until there was greater clarity
around the future of the pandemic. New business activity across the industry –
particularly in the first half – effectively ground to a halt.
Encouragingly, as we moved through the financial year ending in March 2023, we
began to see growing indications of a gradual reversion to pre-pandemic levels of
appetite for investment from both existing and prospective customers.
PAGE 51
© 2022 MIRADA
ANNUAL REPORT 2022 — CORPORATE GOVERNANCE
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
AUDITORS
Each of the persons who are directors at the date of approval of this report confirms that:
José Luis Vázquez,
Chief Executive Officer
28
th September 2022
so far as the directors are aware, there is no relevant audit informa-
tion of which the auditors are unaware; and
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.
1.
2.
This confirmation is given and should be interpreted in accordance with the
provisions of s418 of the Companies Act 2006.
PKF Littlejohn LLP have expressed their willingness to continue in office as audi-
tors and a resolution to reappoint them will be proposed at the forthcoming
Annual General Meeting.
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 52
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
AUDIT
COMMITTEE
REPORT
Approved by the Board of Directors and signed on behalf of the Board:
I am pleased to present the report on behalf of the Audit Committee.
The Committee is responsible for challenging the quality 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.
COMMITTEE COMPOSITION
The members of the Audit Committee are myself, Francis Coles (until 1 April
2022), 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 an Audit
Committee meeting and minutes are available to the Board. After Francis Coles
departure on 1 April 2022, the members are Jose Luis Vazquez (Interim
Chairman) and Matthew Earl and Gonzalo Babío attends by invitation.
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.
Recommending the external audi-
tor’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 profes-
sional 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 informa-
tion reported to the shareholders.
PAGE 53
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
In the financial year commencing on 1 April 2021, the International Accounting
Standards Board (IASB) issued various amendments and revisions to
International Financial Reporting Standards and IFRIC interpretations. The
amendments and revisions were applicable for the year ended 31 March 2022
but did not result in any material changes to the Financial Statements of the
Group.
EXTERNAL AUDITOR
PKF Littlejohn LLP have expressed their willingness to continue in office as audi-
tors and a resolution to reappoint them will be proposed at the forthcoming
Annual General Meeting.
Matthew Earl,
Chair of the Audit Committee
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 54
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
I am pleased to present the report on
behalf of the Remuneration Committee.
The Committee decides the remunera-
tion policy that applies to executive di-
rectors 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 deter-
mining that policy, it considers a num-
ber of factors including:
the basic salaries and benefits available
to executive directors and senior man-
agement of comparable companies.
the need to attract and retain directors
and others of an appropriate calibre; and
the need to ensure all executives’ com-
mitment to the success of the Group.
NOMINATIONS
& REMUNERATION
COMMITTEE REPORT
The members of the Audit Committee
are myself, Francis Coles, as Chair (un-
til 1 April 2022), and Matthew P. Earl
both independent non-executive direc-
tors. 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), at-
tend by invitation. I report to the
Board following an Audit Committee
meeting and minutes are available to
the Board. After Francis Coles depar-
ture on 1 April 2022, the members are
Jose Luis Vazquez (Interim Chairman)
and Matthew Earl and Gonzalo Babío
attends by invitation.
Non-executive directors are appointed
on contracts with a three-month no-
tice period and may be awarded fees
as determined by the Board.
Executive directors are appointed on
contracts with a 12-month notice
period.
PAGE 55
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
Salary & Fees
Benefits
2022 Total
2021 Total
$000
$000
$000
000
Executive
José Luis Vázquez
186
4
190
258
José Gozalbo Sidro
162
11
173
227
Gonzalo Babío
135
18
153
187
Non-executive
Matthew Earl
40
-
40
41
Francis Cole
59
-
59
62
582
33
615
774
Matthew Earl,
Chair of the Nominations &
Remuneration Committee
DIRECTORS’ REMUNERATION
The following table summarises the remuneration receivable by the directors for
the year ended 31 March 2022.
The directors’ participation in the company’s share option plan is detailed in
Note 24 and, as confirmed in Note 8, there were no contributions paid into a
pension scheme for any director.
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 56
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
STATEMENT
OF DIRECTORS'
RESPONSIBILITIES
The directors are responsible for pre-
paring the annual report and the fi-
nancial 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 di-
rectors have elected to prepare the
group financial statements in accord-
ance with UK adopted International
accounting standards. The Directors
have elected to prepare the Company
financial statements in accordance
with applicable law and United
Ki n g d o m G e n e r a l l y A c c e p te d
Accounting Standards (United
Ki n g d o m G e n e r a l l y A c c e p te d
Accounting Practice including FRS 101
Reduced Disclosure Framework).
Under company law the directors must
not approve the financial statements
unless they are satisfied that they give
a true and fair view of the state of af-
fairs of the group and company and of
the profit or loss of the Group for that
year. The directors are also required to
prepare financial statements in ac-
cordance with the rules of the London
Stock Exchange for companies trading
securities on AIM.
In preparing these financial state-
ments, the directors are required to:
select suitable accounting policies
and then apply them consistently;
make judgements and accounting
estimates that are reasonable and
prudent;
for the Group financial statements,
state whether applicable IFRSs have
been followed, subject to any materi-
al departures disclosed and explained
in the financial statements;
for the Company f inancial state-
ments, state whether applicable UK
accounting standards have been fol-
lowed, subject to any material depar-
tures 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.
The directors are responsible for
keeping adequate accounting re-
cords that are sufficient to show and
explain the company’s transactions
and disclose with reasonable accura-
cy 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 as-
sets of the company and hence for
taking reasonable steps for the pre-
vention and detection of fraud and
other irregularities.
DIRECTORS’ RESPONSIBILITIES
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© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
WEBSITE PUBLICATION
The directors are responsible for en-
suring the annual report and the fi-
n a n c i a l s t a te m e n t s a re m a d e
available on the Company’s website.
Financial statements are published
on the company’s website in accord-
ance with legislation in the United
Kingdom governing the preparation
and dissemination of financial state-
ments, which may vary from legisla-
tion in other jurisdictions. The
maintenance and integrity of the
Company’s website is the responsibil-
ity of the directors. The directors’ re-
sponsibility also extends to the
ongoing integrity of the financial
statements contained therein.
INDEPENDENT
AUDITOR’S REPORT
TO THE MEMBERS OF MIRADA PLC
OPINION
We have audited the financial state-
ments of Mirada Plc (the ‘parent
company’) and its subsidiaries (the
‘group’) for the year ended 31 March
2 0 2 2 w h i c h c o m p r i s e : t h e
C o n s o l i d a t e d S t a t e m e n t o f
C o m p r e h e n s i v e I n c o m e , t h e
Consolidated Statement of Financial
Position, the Company Statement of
Financial Position, the Consolidated,
Statement of Changes in Equity, the
Company Statement of Changes in
Equity, the Consolidated Statement
of Cash Flows and notes to the finan-
cial statements, including significant
accounting policies. The financial re-
porting framework that has been ap-
plied in their preparation is applicable
law and UK-adopted international ac-
counting standards.
In our opinion, the financial
statements:
give a true and fair view of the state
of the group’s and of the parent com-
pany’s affairs as at 31 March 2022 and
of the group’s and parent company’s
loss for the year then ended;
have been properly prepared in ac-
cordance with UK-adopted interna-
tional accounting standards; and
have been prepared in accordance with
the requirements of the Companies
Act 2006.
BASIS FOR OPINION
We conducted our audit in accord-
ance with International Standards on
Auditing (UK) (ISAs (UK)) and applica-
ble law. Our responsibilities under
those standards are further described
in the Auditor’s responsibilities for the
audit of the financial statements sec-
tion of our report. We are independent
of the group and parent company in
accordance with the ethical require-
ments that are relevant to our audit of
the financial statements in the UK, in-
cluding the FRC’s Ethical Standard as
applied to listed entities, and we have
fulfilled our other ethical responsibili-
ties in accordance with these require-
ments. We believe that the audit
evidence we have obtained is suffi-
cient and appropriate to provide a ba-
sis for our opinion.
MATERIAL
UNCERTAINTY
RELATED
TO GOING CONCERN
We draw attention to Note 3.b in the
Consolidated financial statements,
which indicates that the Group and
the Company will require additional
funding within 12 months from the
date at which the financial state-
ments are authorised for issue in or-
der to meet its obligations as they fall
due, including their projected spend.
The ability of the Group to maintain
its growth strategy is therefore de-
pendent on successfully raising
funds. The Group incurred losses for
the year ended 31 March 2022 of $2.9
million (31 March 2021: $3.0 million).
These events and conditions indi-
cates that a material uncertainty ex-
ists and if the funds are note raised, it
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 58
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
may cast significant doubt on the
Group’s ability to continue its opera-
tions, maintain its growth strategy
and meet its liabilities in the foresee-
able future. Our opinion is not modi-
fied in respect of this matter.
Our responsibilities and the responsi-
bilities of the directors with respect to
going concern are described in the
relevant sections of this report.
OUR APPLICATION OF MATERIALITY
We apply the concept of materiality
both in planning and performing our
audit, and in evaluating the effect of
misstatements. At the planning
stage, materiality is used to deter-
mine the financial statement areas
that are included within the scope of
our audit and the extent of sample
sizes during the audit.
We determined our overall financial
statement materiality for the group
to be $221,400, based on 2% of turno-
ver. We consider turnover to provide
a consistent year on year basis for de-
termining materiality, it is a main KPI
and is a significant driver of profit/
loss for the year. In order to arrive at
this judgement, we considered the fi-
nancial measures which we believed
to be most relevant to the sharehold-
ers in assessing the performance of
the Group.
We set performance materiality at
65% of overall financial statement
materiality to reflect the risk associat-
ed with the judgemental and key are-
as of management estimation within
the financial statements.
We agreed with the board of direc-
tors that we would report to the com-
mittee all audit differences identified
during the course of our audit in ex-
cess of £11,000.
No significant changes have come to
light through the audit fieldwork
which has caused us to revise our
materiality figure.
OUR APPROACH TO THE AUDIT
In designing our audit, we deter-
mined materiality and assessed the
risk of material misstatement in the
financial statements. In particular,
we looked at areas requiring the di-
rectors to make subjective judge-
ments, for example in respect of
assessing the carrying value and re-
coverability of investments and
goodwill, and the consideration of
future events that are inherently un-
certain. We also addressed the risk of
management override of internal
controls, including evaluating wheth-
er there was evidence of bias by the
directors that represented a risk of
material misstatement due to fraud.
KEY AUDIT MATTERS
Key audit matters are those matters
that, in our professional judgment,
were of most significance in our au-
dit 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 al-
location of resources in the audit;
and directing the efforts of the en-
gagement 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.
In addition to the matter described
in the Material uncertainty related to
going concern section we have
determined the matters described
below to be the key audit matters to
be communicated in our report.
PAGE 59
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
Key audit matter
Revenue recognition (Refer note 4d & 6)
How our scope addressed this matter
The group’s revenue recognition poli-
cy can be found in note 3.d to the fi-
nancial statements.
Several revenue streams exist across
the group involving different timings
and recognition entailing a degree of
complexity as detailed in note 3.d.
There-fore, revenue recognition relat-
ed to each deliverable requires judge-
ment over the assessment of the
separate contract deliverables.
We assessed revenue recognition as a
fraud risk as revenue forms the basis
for certain of the Group’s key perfor-
mance indicators, both in external
communications and for manage-
ment incentives. As a result, we con-
sider a significant risk of material
misstatement to arise from the recog-
nition of revenue throughout the year.
A summary of procedures performed
to address the risk include:
Reviewed the revenue recognition
policy for the Group in light of the re-
quirements of IFRS 15.
Tested a sample of transactions from
the revenue listing by allocating
transaction price to each peformance
obligation and checked whether the
revenue was recognised appropriate-
ly at a point in time or over time.
Tested a sample of sales invoices
raised before and after year end to
ensure that these were accounted for
in the correct period and accrued for,
or deferred, appropriately by agreeing
to supporting evidence.
Tested completeness of deferred rev-
enue and existence of accrued reve-
nue by agreeing the sales in-voices to
cash receipts and ensuring that reve-
nue was appropriately recognised
during the year.
For all samples tested our testing in-
cluded inspection of the contracts,
proof of payments and ensuring
re-venue recognition as per the ac-
counting policy. We confirmed that
the appropriate trigger event i.e. per-
formance obligation had satisfied in
order to ensure that the revenue rec-
ognition criteria had been met.
We also considered the adequacy of
the Group’s disclosures relating to
revenue recognition.
Key observations
Based on procedures performed, we did not identify any evidence of material
misstatement in the revenue recognised in the year.
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 60
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
Goodwill and intangible asset impairment.
(Refer note 3.f, 3.g, 3.h, 3.i & 13)
The group has made a loss during the
year and, as a result, the Directors
have tested goodwill and intangibles
assets, including previously capital-
ised development costs, for impair-
ment. There remains a degree of
uncertainty around expected reve-
nues and profits to be realised and be
sufficient to ensure recoverability of
the assets recognised on the state-
ment of financial position.
Determining if an impairment charge
i s r e q u i r e d f o r G o o d w i l l a n d
Intangible assets involves significant
judgements about the future results
and cash flows of the business, in-
cluding forecast growth in future rev-
enues and operating profit margins,
as well as determining an appropriate
discount factor and long-term growth
rate. Details of these are included in
note 13.
We therefore focused on these areas
and the judgements applied to future
forecasts.
Our work in this area included the
following:
We have reviewed management’s
analysis for goodwill and Intangible
assets impairment and assessed
whether the assumptions applied
were consistent with the Board ap-
proved forecasts used for purposes of
estimating Goodwill and Intangible
assets impairment.
We have also considered, if impair-
ment losses should be recognized in
the financial statements and deter-
mined in accordance with IAS 36
Impairment of Assets.
Considered the appropriateness of
the disclosure included in the finan-
cial statements.
Key observations
We have reviewed the Group’s projections and its value in use calculations that
support the carrying value of the Intangible as-sets and Goodwill and note that
value is dependent on the Group’s ability to convert a significant portion their
sales pipeline into realised revenue over the medium term. The ability to achieve
its projected growth plans is therefore reliant on the Group raising sufficient
funds within the next 12 months to ensure it can maintain and increase their
projected marketing spend as required. If the Group is unable to raise the re-
quired funds in over the next 12 months to meet its expected funding obliga-
tions, then it will be unable to meet its legal obligations as they fall due. This will
put a significant strain on their day to day operations which may impact its abili-
ty to achieve the projected revenue targets which will ultimately lead to an im-
pairment of its Goodwill and Intangible assets.
Key audit matter
How our scope addressed this matter
PAGE 61
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
Carrying value and classification
of Investments in subsidiaries
The investments have material bal-
ances on the financial statements of
the company and there is a risk that
the carrying value is incorrect due to
incorrect calculation of impairment.
Our work in this area included the
following:
We have reviewed management’s
analysis and assessed whether the
assumptions applied were consistent
with the Board approved forecasts
used for going concern purposes,
considering that the impairment
losses on Investments in Subsidiaries
should be recognized (if any) have
been appropriately determined in ac-
cordance with IAS 36 Impairment of
Assets.
We have reviewed forecasts provided
by the management to consider if
the impairment losses are recognized
appropriately and based on support-
able estimations by management.
Verify certificates of ownership.
Consider the appropriateness of the
impairment review per-formed if
applicable.
Consider whether or not the invest-
ments have been classified and dis-
closed adequately and correctly.
Considered the appropriateness of
the disclosure included in the finan-
cial statements.
Key observations
We have reviewed the Group’s impairment review that support the carrying val-
ue of its Investment in subsidiaries and note that the value is dependent on the
Group’s ability to maintain its growth strategy. The ability to achieve its projected
growth plans is there-fore reliant on the Group raising sufficient funds within the
next 12 months to ensure it can maintain and increase their projected marketing
spend as required. If the Group is unable to raise the required funds in over the
next 12 months to meet its expected funding obligations, then it will be unable
to meet its legal obligations as they fall due. This will put a significant strain on
their subsidiaries’ ability to meet their day to day obligations which will ultimate-
ly lead to an impairment of its investment.
Key audit matter
How our scope addressed this matter
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
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© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
OTHER INFORMATION
The other information comprises the information included in the annual report,
other than the financial statements and our auditor’s report thereon. The directors
are responsible for the other information contained within the annual report. Our
opinion on the group and parent company financial statements does not cover
the other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our responsi-
bility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit, or otherwise appears to be mate-
rially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on the work we
have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
We have nothing to report in respect
of the following matters in relation to
which the Companies Act 2006 re-
quires us to report to you if, in our
opinion:
adequate accounting records have
not been kept by the parent compa-
ny, or returns adequate for our audit
have not been received from branch-
es not visited by us; or
the parent company financial state-
ments are not in agreement with the
accounting records and returns; or
certain disclosures of directors’ remu-
neration specified by law are not
made; or
we have not received all the informa-
tion and explanations we require for
our audit.
RESPONSIBILITIES
OF DIRECTORS
As explained more fully in the direc-
tors’ responsibilities statement, the
directors are responsible for the
preparation of the group and parent
company financial statements and
for being satisfied that they give a
OPINIONS ON OTHER
MATTERS PRESCRIBED
BY THE COMPANIES
ACT 2006
In our opinion, based on the work un-
dertaken in the course 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 direc-
tors’ 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 un-
derstanding of the group and the par-
ent company and their environment
obtained in the course of the audit, we
have not identified material misstate-
ments in the strategic report or the di-
rectors’ report.
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ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
true and fair view, and for such internal control as the directors determine is nec-
essary to enable the preparation of financial statements that are free from ma-
terial misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors
are responsible for assessing the group and the parent company’s ability to con-
tinue as a going concern, disclosing, as applicable, matters related to going con-
cern 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. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below:
We obtained an understanding of the group and the company and the sector
in which they operate to identify laws and regulations that could reasonably be
expected to have a direct effect on the financial statements. We obtained our un-
derstanding in this regard through discussions with management, industry research
and the application of cumulative audit knowledge and experience of the sector.
We determined the principal laws and regulations relevant to the group and
parent company in this regard to be those arising from
AIM rules;
Companies Act 2006;
General Data Protection Regulation;
Employment Act 2008;
Health and Safety Law;
Anti-Bribery Money Laundering
Regulations; and
Q u o t e d C o m p a n i e s A l l i a n c e
compliance
UK City Code on Takeovers and
Mergers
Local laws and regulations in UK,
Spain and Mexico where the Group
operates; and
Local tax and employment law where
each member of the Group operates.
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
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© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
There was regular interaction with the component auditors during all stages of
the audit, including procedures designed to identify non-compliance with laws
and regulations, including fraud.
We designed our audit procedures to ensure the audit team considered whether
there were any indications of non-compliance by the group and parent compa-
ny with those laws and regulations. These procedures included, but were not
limited to:
We also identified the risks of material misstatement of the financial statements
due to fraud. We considered, in addition to the non-rebuttable presumption of a
risk of fraud arising from management override of controls, the potential for
management bias was identified in relation to the going concern of the group
and the company and as noted above, we addressed this by challenging the
assumptions and judgements made by management when auditing that significant
accounting estimate.
As in all of our audits, we addressed the risk of fraud arising from management
override of controls by performing audit procedures which included, but were
not limited to: the testing of journals; reviewing accounting estimates for evi-
dence of bias; and evaluating the business rationale of any significant transac-
tions that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not
detect all irregularities, including those leading to a material misstatement in
the financial statements or non-compliance with regulation. This risk increases
the more that compliance with a law or regulation is removed from the events
and transactions reflected in the financial statements, as we will be less likely
to become aware of instances of non-compliance. The risk is also greater regard-
ing irregularities occurring due to fraud rather than error, as fraud involves inten-
tional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial state-
ments is located on the Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities.
This description forms part of our auditor’s report.
review of legal and professional fees to understand the nature of
the costs and the existence of any non-compliance with laws
and regulations;
discussion with management regarding potential non-compli-
ance; and
review of minutes of meetings of those charged with govern-
ance and RNS
Zahir Khaki,
Senior Statutory Auditor
For and on behalf of PKF
Littlejohn LLP Statutory Auditor
15 Westferry Circus
Canary Wharf
London E14 4HD
PAGE 65
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
USE OF OUR REPORT
This report is made solely to the company’s members, as a body, in accordance with
Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertak-
en so that we might state to the company’s members those matters we are re-
quired to state to them in an auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone, other
than the company and the company’s members as a body, for our audit work, for
this report, or for the opinions we have formed.
Company number 03609752
Note
2022
2021
$000
$000
Revenue
6
11,023
11,134
Cost of sales
(776)
(297)
Gross profit
10,247
10,837
Depreciation
15,16
(336)
(378)
Amortisation
14
(4,032)
(3,909)
Staff costs
9
(6,477)
(7,095)
Other administrative expenses
(2,120)
(2,047)
Total administrative expenses
(12,965)
(13,429)
Operating loss
8
(2,718)
(2,592)
Finance income
10
-
70
Finance expense
11
(263)
(222)
Foreign currency translation differences
77
(419)
Loss before taxation
(2,904)
(3,163)
Taxation
12
33
171
Loss for year
(2,871)
(2,992)
Other comprehensive income
for the period
Amounts that will or may be reclassified to
the profit or loss
Forex on translation of foreign operations
(299)
338
Total comprehensive loss for the period
(3,170)
(2,654)
Earnings per share
Year ended 31
March 2022
Year ended 31
March 2021
$
$
Earnings per share for the year
- basic & diluted
13
(0.322)
(0.336)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2022
(The notes on pages 30 to 67 form part of these financial statements)
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 66
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 31 MARCH 2022
Company number 03609752
Note
2022
2021
$000
$000
Goodwill
14
5,151
5,435
Other Intangible assets
14
7,046
7,314
Right of use assets
15
195
343
Property, plant and equipment
16
161
223
Other Receivables
17
334
354
Non-current assets
12,887
13,669
Trade & other receivables
17
4,986
4,856
Cash and cash equivalents
27
25
107
Current assets
5,011
4,963
Total assets
17,898
18,632
Loans and borrowings
19
(1,856)
(1,774)
Related parties loans and interests
19
(94)
(3)
Trade and other payables
18
(2,953)
(2,234)
Deferred income
18
(1,403)
(973)
Lease liabilities
15
(96)
(204)
Current liabilities
(6,402)
(5,188)
Net current liabilities
(1,81)
(225)
Total assets less current liabilities
12,706
13,444
Related parties loans
20
(2,557)
(586)
Interest bearing loans and borrowings
20
(4,106)
(4,815)
Lease liabilities
15
(105)
(145)
Trade and other payables
(1.210)
-
Non-current liabilities
(7.978)
(5,546)
Total liabilities
(13,170)
(10,734)
Net assets
4,728
7,898
Signed on behalf of the Board of Directors
José Luis Vázquez,
Chief Executive Officer
28
th September 2022
These financial statements were
approved and authorised for
issue on 29 September 2022
PAGE 67
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2022
Company
number
03609752
Share
capital
Share
premium
Foreign
exchange
reserve
Merger
reserves
Accumulated
losses
Total
$000
$000
$000
$000
$000
$000
Balance at
1 April 2021
12,015
-
13,761
4,863
(22,741)
7,898
Profit/(loss) for year
-
-
-
-
(2,871)
(2,871)
Other comprehen-
sive income
Movement in
foreign exchange
-
-
(299)
-
-
(299)
Total compre-
hensive income
for the year
-
-
(299)
-
(2,871)
(3,170)
Balance at
31 March 2022
12,015
-
13,462
4,863
(25,612)
4,728
Balance at
1 April 2020
12,015
-
13,423
4,863
(19,749)
10,552
Profit/(loss) for year
-
-
-
-
(2,992)
(2,992)
Other comprehen-
sive income
Movement in
foreign exchange
-
-
338
-
-
338
Total comprehen-
sive income for the
year
-
-
338
-
(2,992)
(2,654)
Balance
at 31 March 2021
12,015
-
13,761
4,863
(22,741)
7,898
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 68
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2022
Company number 03609752
Note
2022
2021
$000
$000
Cash flows from operating activities
(Loss)/profit after tax
(2,871)
(2,992)
Adjustments for:
Depreciation of property, plant and equipment
15,16
336
378
Amortisation of intangible assets
14
4,032
3,909
Finance income
-
(70)
Finance expense
263
222
Foreign currency translation differences
(77)
419
Taxation
(33)
(171)
Operating cash flows before movements in
working capital
1,650
1,695
Decrease/(increase) in trade and other receivables
134
1,375
(Decrease)/increase in trade and other payables
1,018
(74)
Interest paid
(10)
(13)
Taxation received
71
162
Net cash used in operating activities
2,863
3,145
Cash flows from investing activities
Interest and similar income received
10
-
70
Purchases of property, plant and equipment
16
(16)
(53)
Purchases of other intangible assets
14
(3,972)
(4,185)
Net cash used in investing activities
(3,988)
(4,168)
Cash flows from financing activities
Interest and similar expenses paid
11
(253)
(209)
Payment of principal on lease liabilities
27
(269)
(301)
Loans received
27
832
3,264
Related parties loans received
27
2,557
-
Repayment of loans
27
(1,114)
(956)
Repayment of related parties
27
(556)
(704)
Net cash from financing activities
1,197
1,094
Net decrease in cash and cash equivalents
72
71
Cash and cash equivalents at the beginning of
the period
27
107
185
Exchange losses on cash and cash equivalents
(153)
(149)
Cash and cash equivalents at the end of the year
27
25
107
(The notes on pages 30 to 67 form part of these financial statements)
PAGE 69
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS AT 31 MARCH 2022
GENERAL INFORMATION
Mirada plc is a company incorporated in the United Kingdom. The address of the
registered office is 3rd Floor Chancery House, St Nicholas Way Sutton, Surrey SM1
1JB. The nature of the Group’s operations and its principal activities are the provi-
sion and support of products and services in the Digital TV and Broadcast
markets.
CHANGES IN ACCOUNTING POLICIES
New and amended standards mandatory for the first time for the financial periods beginning on or after 1
April 2021
The International Accounting Standards Board (IASB) issued various amendments
and revisions to International Financial Reporting Standards and IFRIC interpreta-
tions. The amendments and revisions were applicable for the year ended
31March 2022 but did not result in any material changes to the Financial
Statements of the Group.
New Standards, interpretations and amendments not yet effective
There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting peri-
ods that the group has decided not to adopt early.
The following amendments are effective for the period beginning 1 January 2022:
Standard
Impact on initial application
Effective date
IFRS 16 (Amendments)
Property, plant, and equipment
*1 January 2022
IAS 1 (Amendments)
Classification of Liabilities as
Current or Non-Current
1 January 2022
Annual improvements
2018-2020 Cycle
1 January 2022
IAS 37 (Amendments)
Provisions, contingent liabilities
and contingent assets
*1 January 2022
IAS 8 (Amendments)
Accounting estimates
1 January 2023
* Subject to endorsement
The Group has not early adopted any of the above standards and the directors
are assessing the impact on future financial statements. There are no other IFRS
or IFRIC interpretations that are not yet effective that would be expected to have
a material impact on the Group
1.
2.
a.
b.
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 70
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
SIGNIFICANT
ACCOUNTING POLICIES
Basis of accounting
These consolidated financial state-
ments have been prepared in accord-
ance with international accounting
standards in conformity with the re-
quirements of the Companies Act
2006 and UK-adopted International
Accounting Standards (UK IASs).
The consolidated f inancial state-
ments have been prepared under the
historical cost convention, as modi-
fied by the revaluation of financial as-
sets and financial liabilities (including
derivative instruments) at fair value
through profit or loss, assets held for
sale measured at fair value less costs
to sell; and defined benefit pension
plans for which the plan assets are
measured at fair value.
All amounts disclosed in the consoli-
dated financial statements and notes
have been rounded off to the nearest
thousand currency units, unless oth-
erwise stated.
The preparation of consolidated fi-
nancial statements requires the use
of certain critical accounting esti-
mates. It also requires management
to exercise its judgement in the pro-
cess of applying the group’s account-
ing policies. The areas involving a
higher degree of judgement or com-
plexity, or areas where assumptions
and estimates are significant to the
consolidated financial statements,
are disclosed in Note 4.
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 perfor-
mance and the factors likely to affect
its future development, which are set
3.
a.
b.
out in this Annual report, and include
the Group’s objectives, policies and
processes for managing its capital, its
financial risk management objec-
tives, its exposure to credit and liquid-
ity risks and the impact of the
COVID-19 pandemic.
Based on our review of going concern
position, we believe that there are
material uncertainties relating to go-
ing concern assumptions for the
Group and the company on the
grounds that current and future
sources of funding or supporting evi-
dence are not available at the date of
approval of the financial statements.
We have considered a period of at
least twelve months from the date of
approval of the financial statements.
We acknowledge that the Group re-
quires additional funding, and we are
in the process of exploring opportuni-
ties to raise additional funding and
optimistic that we will be able to raise
sufficient funds.
As at 31 March 2022, the Group had
cash and cash equivalents of $0.03m
(2021: $0.11m), had net current liabili-
ties of $1.39m (2021: $0.23m) and net
assets of $4.73m (2021: $7.90m.). In
the year ended 31 March 2022, the
Group generated net cash from oper-
ating activities of $2.86m (2021:
$3.15m), realised a loss for the year of
$287m (2021: $2.99m).
The Directors have prepared detailed
cash flow forecasts for the period to
at least 30 September 2023 and ex-
tended it for further 4 years. The
Directors regularly review the de-
tailed forecasts of sales, costs and
cash flows. The assumptions underly-
ing the forecasts are challenged, var-
ied and tested to establish the
likelihood of a range of possible out-
comes, including reasonable cash
flow sensitivities. The expected fig-
ures are carefully monitored against
actual outcomes each month and
variances are highlighted and dis-
cussed at Board level. However, the
uncertain impact of COVID-19 has in-
creased risks and uncertainty into
this year’s review. The Group has seen
PAGE 71
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
limited impact of COVID-19 on the
operational capability of the business.
From a technology point of view, the
Group is also offering and developing
the most advanced features in the
market, providing services to a grow-
ing subscriber base in our core mar-
kets. To this end a base case cash flow
forecast has been prepared which
takes into account the following key
assumptions:
The continued availability of the
Group’s invoice discounting facility
throughout the foreseeable future.
An average revenue growth of 13% in
the foreseeable future, which
Directors believe, comprise of reve-
nue that is substantially already se-
cured under-signed contracts.
Fundraising between $1.0million and
$2.0 million to happen in the year
ending in March 2023.
The extension of the due date of the
€3.0 million credit facility granted by
Leasa Spain, S.L.U. until 30 November
2023
An expected receipt of US$0.3m of
Research and Development tax credit
in March 2023 f rom Spanish tax
authorities.
The Directors have also considered a
number of downside scenarios, in-
cluding a scenario where all revenue
growth from new customers is re-
moved, a scenario where no further
funding is obtained in the period and
a reverse stress test. The purpose of
the reverse stress test for the Group is
to test at what point the cash facili-
ties would be fully utilised if the as-
sumptions in the Director’s base case
forecasts are altered. This reverse
stress test includes both a removal of
all revenue growth from new cus-
tomers and a reduction of contracted
revenue from existing customers for
the forecast period, resulting in an
overall reduction of revenue of c.20%,
as well as the removal of any poten-
tial future funding and the receipt of
t h e U S $ 0 . 3 m R e s e a r c h a n d
Development tax credits anticipated.
In the event that the performance of
the Group is not in line with the pro-
jections, and more akin to one of our
downside scenarios, including the
worst case scenario, action will be
taken by management immediately
to address any potential cash shortfall
for the foreseeable future. The actions
that could be taken by the Directors
include both a review and restructur-
ing of employment related costs, in-
cluding the deferral of any potential
bonuses due to employees. These
measures alone could save at least
$1.0m in operating costs and there-
fore cash flows. Further, the Directors
could also negotiate access to other
sources of finances from our lenders.
Given the Director’s current relation-
ship with lenders and their recent
success
in negotiations with these financial
institutions, whilst there are no bind-
ing agreements currently in place,
negotiations are in very advanced
stages for additional funding.
Therefore, they Directors are confi-
dent that any additional funding re-
quired would be obtained.
Whilst the cash flow forecasts pre-
pared have been sensitised to consid-
er several downside scenarios,
including the reverse stress test, the
Directors are pleased to note that the
post year end performance of the
Group has exceeded the original fore-
cast for April and May 2022. Therefore,
demonstrating that the Group has
not suffered negatively from the im-
pact of COVID-19 and is in a strong
p l a c e t o m e e t t h e b a s e c a s e
forecasts.
Overall, the sensitised cash flow fore-
casts demonstrate that the Group will
be able to pay its debts as they fall
due for the period to at least 31
December 2023. The Directors are,
therefore, satisfied that the financial
statements should be prepared on
the going concern basis.
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 72
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
Basis of consolidation
The consolidated financial statements
comprise the financial statements of
Mirada plc and its subsidiaries as at 31
March 2022. The financial statements
of the subsidiaries are prepared for the
same reporting period as the parent
company, using consistent accounting
policies. All intra-group balances, trans-
actions, income and expenses and
profits and losses resulting from intra-
group transactions that are recognised
in assets, are eliminated in full.
Subsidiaries are fully consolidated from
the date of acquisition, being the date
on which the Group obtains control,
and continue to be consolidated until
the date that such control ceases.
Mirada plc owns the majority of the
shareholdings and has operational
control over all its subsidiaries.
The Group applies the acquisition
method to account for business com-
binations. The consideration trans-
ferred for the acquisition of a
subsidiary is the fair values of the as-
sets transferred, the liabilities in-
curred to the former owners of the
acquire and the equity interests is-
sued by the group. The consideration
transferred includes the fair value of
any asset or liability resulting from a
contingent consideration arrange-
ment. Identifiable assets acquired
and liabilities and contingent liabili-
ties assumed in a business combina-
tion are measured initially at their fair
values at the acquisition date. The
Group recognises any non-controlling
interest in the acquire on an acquisi-
tion-by-acquisition basis, either at fair
value or at the non-controlling inter-
est’s proportionate share of the rec-
ognised amounts of acquiree’s
identifiable net assets.
Acquisition-related costs are ex-
pensed as incurred
If the business combination is
achieved in stages, the acquisition
date carrying value of the acquirer’s
previously held equity interest in the
acquiree is re-measured to fair value
at the acquisition date; any gains or
losses arising from such re-measure-
ment are recognised in profit or loss.
Contingent consideration is classified
either as equity or as a financial liabil-
ity. Amounts classified as a financial
liability are subsequently remeasured
to fair value, with changes in fair val-
ue recognised in profit or loss.
Transactions with non-controlling in-
terests that do not result in loss of
control are accounted for as equity
transactions – that is, as transactions
with the owners in their capacity as
owners. The difference between fair
value of any consideration paid and
the relevant share acquired of the car-
rying value of net assets of the subsid-
iary is recorded in equity. Gains or
losses on disposals to non-controlling
interests are also recorded in equity.
When the Group ceases to have con-
trol any retained interest in the entity is
remeasured to its fair value at the date
when control is lost, with the change in
carrying amount recognised in profit
or loss. The fair value is the initial carry-
ing amount for the purposes of subse-
quently accounting for the retained
interest as an associate, joint venture or
financial asset. In addition, any previ-
ously recognised in other comprehen-
sive income in respect of that entity are
accounted for as if the Group had di-
rectly disposed of the related assets or
liabilities. This may mean that amounts
previously recognised in other compre-
hensive income are reclassified to prof-
it or loss.
Mirada plc has used the exemption
grated under s408 of the Companies
Act 2006 that allows for the non-dis-
closure of the Income Statement of
the parent company. The after-tax
loss attributable to Mirada plc for the
year ended 31 March 2022 was $1.432
million (2021: $1.220 million).
c.
PAGE 73
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
Revenue recognition
Interactive service revenues are divided into 5 types: professional services fees,
the sale of licences, SaaS, support & maintenance services and self-billing
revenues.
Revenues from professional services fees (which include set-up fees): these
are recognised according to management’s estimation of the stage of comple-
tion of the project. This is measured by reference to the amount of professional
services time spent on a project compared to the most up to date calculation of
the total time estimated to complete the project in full.
Since the Group has determinate, the works incurred are specific to the custom-
er and cannot be used on alternative contracts and Mirada has right to payment
for all incurred works, the revenue is recognised over the time.
Sale of licence: Revenue from licences is earned from two specific and separate
streams.
d.
1.
2.
3.
i)
ii)
Where the revenue relates to the sale of a one-off licence, the li-
cence element of the sale is recognised as income when the fol-
lowing conditions have been satisfied:
The software has been provided to the customer in
a form that enables the customer to utilise it;
The ongoing obligations of the Group to the customer
are minimal; and
The amount payable by the customer is determinable
and there is a reasonable expectation of payment.
The performance obligation included in this type of contract is to provide initially
licence and key to access.
Contract licence fees payable by customers are dependent upon
the number of end user subscribers signing up to the customer’s
digital television service, purchased Set Top Boxes or active devices.
Licences cover the right of use of the software in the initial condi-
tions 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.
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. Because of this, the recognition of the revenue is at a
point in time at which the licence is granted.
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
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 74
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
offset by recurrent monthly licence fee revenues. Revenue for SaaS arrange-
ments are recognised over the period of the arrangement to reflect the ongoing
service provision. This is on the basis that the Group’s performance under these
services does not create an asset with an alternative use to the Group and that
the Group has an enforceable right to payment for performance completed to
date.
Support & Maintenance services: Revenue is measured on a straight-line basis
over the length of the contract i.e. as and when the service is being provided.
Length of service is pre-defined in the contract and there are no performance
obligations after the contract term is complete.
Transaction revenues: These are earned through a revenue-share agreement
between Mirada Connect Ltd and the customers for the cashless parking services
which are 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 parking services happen. Mirada Connect Ltd
was sold in July 2019 to PaybyPhone Ltd, a subsidiary of the Volkswagen Group.
Where agreements involve multiple obligations, the entire fee from such ar-
rangements is allocated to each of the individual obligations based on each obli-
gation’s fair value. 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.
4.
5.
e.
f.
Business combinations
Acquisitions of businesses are account-
ed for using the purchase method.
The cost of the acquisition is meas-
ured at the aggregate of the fair val-
ues, 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 busi-
ness combination. The acquiree’s
identifiable assets, liabilities and con-
tingent liabilities that meet the con-
ditions for recognition under IFRS 3
are recognised at their fair value at
the acquisition date.
Goodwill arising on acquisition is rec-
ognised as an asset and 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 identi-
fiable assets and liabilities of the ac-
quired business at the date of
acquisition. Goodwill is initially recog-
nised as an asset at cost and is subse-
quently measured at cost less any
accumulated impairment losses. On
disposal of a subsidiary the attributa-
ble amount of goodwill is included in
the determination of the profit or loss
on disposal.
For the purpose of impairment test-
ing, goodwill is allocated to each of
the Group’s cash-generating units ex-
pected to benefit from the synergies
of that the balance sheet date of the
combination. Cash-generating units
to which goodwill has been allocated
are tested for impairment annually, or
more frequently when there is an in-
dication that the unit may be
PAGE 75
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
g.
h.
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 each asset in the unit.
Other intangible assets
Intangible assets acquired as part of a business combination are initially recog-
nised 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
Deferred development costs
Over a useful life of 4 years
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 develop-
ment costs are internally-generated intangible assets arising from work com-
pleted by the Group’s product development team.
Internally-generated intangible assets – research and development expenditure
The intention to complete the intan-
gible asset and use or sell it.
The technical feasibility of complet-
ing the intangible asset so that it will
be available for use or sale
The ability to use or sell the intangible
asset.
How the intangible asset will generate
probable future economic bene-
fits. Among other things, the Group
can demonstrate the existence of a
market for the output of the intangi-
ble asset or the intangible asset itself
or, if it is to be used internally, the use-
fulness of the intangible asset.
The availability of adequate technical,
financial and other resources to com-
plete the development and to use or
sell the intangible asset.
Its ability to measure reliably the ex-
penditure attributable to the intangi-
ble asset during its development.
Any internally generated intangible asset arising from the Group’s development
projects are recognised only if all of the following conditions are met:
If a development project has been abandoned, then any unamortised balance is
immediately written off to the income statement. Where no internally-generated
intangible asset can be recognised, development expenditure is recognised as an
expense in the period in which it is incurred. The amortisation is charged to
administrative expenses in the consolidated statement of comprehensive income.
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
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© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
Impairment of non-current assets excluding
deferred tax assets
At each reporting date, the Group re-
views the carrying amounts of its tan-
gible and intangible assets to
determine whether there is any indi-
cation that those assets have suffered
an impairment loss. If any such indi-
cation exists, the recoverable amount
of the asset is estimated in order to
determine the extent of the impair-
ment loss (if any).
Recoverable amount is the higher of
fair value less costs to sell and value
in use. In assessing value in use, the
estimated future cash flows are dis-
counted to their present value using
a pre-tax discount rate that reflects
current market assessments of the
time value of money and the risks
specific to the asset for which the es-
timates 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 impair-
ment loss is recognised in the impair-
ment of intangible assets line in the
consolidated statement of compre-
hensive income as an expense
immediately.
Where an impairment loss subse-
quently 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 impair-
ment loss is recognised as income
immediately.
Goodwill impairments are not reversed.
i.
f.
k.
Property, plant and equipment
Property, plant and equipment is stat-
ed at cost less accumulated deprecia-
tion and any impairment in value.
Depreciation is provided on all prop-
erty, plant and equipment, other than
freehold land, at rates calculated to
write off the cost, less estimated re-
sidual value based on current prices,
of each asset evenly over its expected
useful life, as follows:
Office & computer
equipment
Short-leasehold
improvements
The carrying values of property, plant
and equipment are reviewed for im-
pairment if events or changes in cir-
cumstances indicate the carrying value
may not be recoverable. The asset’s re-
sidual values, useful lives and methods
are reviewed, and adjusted if appropri-
ate, at each financial period end.
Right-of-use assets and Lease liabilities
On 1 April 2019, the Group adopted
IFRS 16, on Leases.
At the start of a contract, the Group
evaluates whether it contains a lease.
A contract is or contains a lease if it
grants the right to control the use of
the asset identified for a period of
time in exchange for a consideration.
The length of time during which the
Group uses an asset includes consec-
utive and non-consecutive periods of
time. The Group only re-assesses the
conditions when a contract is
amended.
In contracts with one or more lease
and non-lease components, the
Group deems all components as one
sole lease component.
33.3% per annum
10% per annum
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ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
The Group has also chosen to not rec-
ognise in the balance sheet the lease
liabilities and the right-of-use asset
corresponding to short term lease
agreements (leases for one year or
less) and leases for low value assets
($5 thousand or less). For this type of
contracts, the Group recognises
straight-line payments during the
lease term.
Lessee accounting
At the commencement of the lease
term, the Group recognises a right-of-
use asset and lease liability. The right-
of-use asset is composed of the
amount of the lease liability, any pay-
ment for the lease made on or prior
to the starting date, less any incen-
tives received, the initial direct costs
incurred and an estimate of the costs
for decommissioning or restoration to
be incurred, as indicated in the ac-
counting policy provisions.
The Group measures the lease liabili-
ty as the present value of the lease
payments which are outstanding at
the commencement date. The Group
discounts lease payments at the ap-
propriate incremental interest rate,
unless the implicit interest rate of the
lessor may be determined reliably.
The pending lease payments are com-
prised of fixed payments, less any in-
centive to be collected, the variable
payments that depend on an index or
rate, initially appraised by the index or
rate applicable on the starting date,
the amounts expected to be paid for
residual value guarantees, the price of
exercising the purchase option whose
exercise is reasonably certain and any
compensation payments for contract
termination, providing the term of the
lease reflects the termination option.
The Group measures the right-of-use
assets at cost, less depreciation and ac-
crued impairment losses, adjusted by
any re-estimate of the lease liability.
If the contract transfers ownership of
the asset to the Group at the end of
the lease term or if the right-of-use
asset includes the price of the pur-
chase option, the depreciation criteria
indicated in Note 3.j are applied from
the lease commencement date until
the end of the useful life of the asset.
Otherwise, the Group depreciates the
right-of-use asset f rom the com-
mencement date until the date of the
useful life of the right or the end of the
lease term, whichever is the earlier.
The Group applies the criteria for im-
pairment of non-current assets set out
in Note 3.i to right-of-use assets.
The Group measures the lease liability
increasing it by the interest accrued,
decreasing it by the payments made
and re-assessing the carrying amount
due to any amendments to the lease
or to reflect any reviews of the in-sub-
stance fixed lease payments.
The Group records any variable pay-
ments that were not included in the
initial valuation of the liability in the
Consolidated Income Statement for
the period in which the events result-
ing in payment were produced.
The Group records any re-assessments
of the liability as an adjustment to the
right-of-use asset, until it is reduced to
zero, and subsequently in the
Consolidated Income Statement.
The Group re-assesses the lease liabil-
ity discounting the lease payments at
an updated rate, if any change is
made to the lease term or any
change in the expectation of the pur-
chase option is being exercised on
the underlying asset.
The Group re-assesses the lease liability
if there is any change in the amounts
expected to be paid for a residual value
guarantee or any change in the index
or rate used for determining payments,
including any change for reflecting
changes in market rents once these
have been reviewed.
The Group recognises an amend-
ment to the lease as a separate lease
if it increases the scope of the lease
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
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© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
by adding one or more rights of use
and the amount of consideration for
the lease increases by an amount
consistent with the individual price
for the increased scope and any ad-
justment to the individual price to re-
flect the specific circumstances of
the contract.
If the amendment does not result in
a separate lease, on the amendment
date the Group assigns the consider-
ation to the amended contract as in-
dicated above, it re-determines the
term of the lease and re-estimates
the value of the liability discounting
the revised payments at the revised
interest rate. The Group writes down
the carrying amount of the right-of-
use asset to reflect the partial or total
end of the lease in any amendments
that reduce the scope of the lease
and it records the profit or loss in in-
come. For all other amendments, the
Group adjusts the carrying amount of
the right-of-use asset.
Financial instruments
Financial assets and financial liabili-
ties 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.
Financial assets
Classification
The Group classifies its financial as-
sets in the following categories: at
amortised cost including trade re-
ceivables and other financial assets at
amortised cost, at fair value through
other comprehensive income and at
fair value through profit or loss, loans
a n d r e c e i v a b l e s , a n d a v a i l a -
ble-for-sale. The classification de-
pends on the purpose for which the
f inancial assets were acquired.
Management determines the classifi-
cation of its financial assets at initial
recognition.
Trade receivables
Trade receivables are amounts due
from customers for goods sold or ser-
vices performed in the ordinary
course of business. They are generally
due for settlement within 30 days
and are therefore all classified as cur-
rent. Trade receivables are recognised
initially at the amount of considera-
tion that is unconditional, unless they
contain significant financing compo-
nents, in which case they are recog-
nised at fair value. The group holds
the trade receivables with the objec-
tive of collecting the contractual cash
flows, and so it measures them sub-
sequently at amortised cost using the
effective interest method.
The Group applies the IFRS 9 simplified
approach to measuring expected cred-
it losses which uses a lifetime expected
credit loss allowance for all trade re-
ceivables and contract assets. During
this process the probability of non-pay-
ment of a trade receivable balance is
assessed and multiplied by an expect-
ed 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 proba-
bility. This uses 5 categories ranging
from 0% to 90% probability.
The Group only have assets that are
categorised as amortised cost and the
application of ECL has not had a mate-
rial impact to the impairment provi-
sion. As a conclusion, the impact of the
IFRS 9 on the Group was immaterial.
Impairment provisions for receivables
from related parties and loans to re-
lated parties are recognised based on
a forward-looking expected credit
loss model. The methodology used to
determine the amount of the provi-
sion is based on whether there has
been a significant increase in credit
risk since initial recognition of the fi-
nancial asset. For those where the
credit risk has not increased signifi-
cantly since initial recognition of the
financial asset, 12 month expected
credit losses along with gross interest
l.
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ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
income are recognised. For those for
which credit risk has increased signif-
icantly, lifetime expected credit losses
along with the gross interest income
are recognised. For those that are de-
termined to be credit impaired, life-
time expected credit losses along
with interest income on a net basis
are recognised.
The provision for expected credit losses
against receivables from related par-
ties were not material and no charge is
made in the current and last year.
Cash and cash equivalents
Cash and cash equivalents include
cash at hand and deposits held at call
with banks with original maturities of
three months or less.
Financial liabilities
and equity instruments
Financial liabilities and equity instru-
ments are classified according to the
substance of the contractual arrange-
ments entered into. An equity instru-
ment is any contract that evidences a
residual interest in the assets of the
Group after deducting all of its
liabilities.
Equity instruments issued by the
Company are recorded at the pro-
ceeds received, net of direct issue
costs. Financial instruments issued by
the Group are treated as equity only
to the extent that they do not meet
the definition of a financial liability.
The Group’s ordinary shares are clas-
sified as equity. When new shares are
issued, they are recorded in share
capital at their par value. The excess
of the issue price over the par value is
recorded in the share premium
reserve.
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 18. Liabilities under
this arrangement are shown in
borrowings.
Trade payables
Trade payables are initially measured
at fair value, and are subsequently
measured at amortised cost, using
the effective interest rate method.
Employee share incentive plans
The Group issues equity-settled
share-based payments to certain em-
ployees (including directors). These
payments are measured at fair value
at the date of grant by use of the
Black-Scholes pricing model. This fair
value cost of equity-settled awards is
recognised on a straight-line basis
over the vesting period, based on the
Group’s estimate of shares that will
eventually vest and adjusted for the
effect of any non market-based vest-
ing conditions. The expected life used
in the model has been adjusted,
based on management’s best esti-
mate, for the effects of non-transfera-
bility, exercise restrictions, and
behavioural considerations. A corre-
sponding credit is recorded in equity
in the retained earnings.
m.
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
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© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
Leases
The group leases property and equip-
ment. Rental contacts are typically
made for fixed periods but may have
extension options as described below.
Contracts may contain both lease and
non-lease components. The Group allo-
cates the consideration in the contract
to the lease and non-lease components
based on their relative stand-alone pric-
es. However, for leases of real estate for
which the group is a lessee, it has elected
not to separate lease and non-lease
components and instead accounts for
these as a single lease component.
Lease terms are negotiated on an in-
dividual basis and contain a wide
range of different terms and condi-
tions. The lease agreements do not
impose any covenants other than the
security interests in the leased assets
that are held by the lessor. Leased as-
sets may not be used as security for
borrowing purposes.
Assets and liabilities arising from a lease
are initially measured on a present
value basis. Lease liabilities include
the net present value of the following
lease payments:
f i x e d p a y m e n t s ( i n c l u d i n g
in-substance fixed payments), less
any incentives receivable;
variable lease payments that are based
on an index rate, initially measured
using the index or rate as at the com-
mencement date;
the amounts expected to be payable
by the Group under residual value
guarantees;
the exercise price of a purchase option
if the Group is reasonably certain to
exercise that option; and
payments of penalties for terminating
the lease, if the lease term reflects the
Group exercising that option.
Lease payments to be made under
reasonably certain extension options
are also included in the measure-
ment of the liability.
The lease payments are discounted us-
ing the interest rate implicit in the
lease. If that rate cannot be readily de-
termined, which is generally the case
for leases held by the group, the les-
see’s incremental borrowing rate is
used, being the rate that the individual
lessee would have to pay to borrow the
funds necessary to obtain an asset of
similar value to the right-of-use asset in
a similar economic environment with
similar terms, security and conditions.
To determine the incremental bor-
rowing rate, the group:
where possible, uses recent third-party
financing received by the individual les-
see as a starting point, adjust to reflect
changes in financing conditions since
third party financing was received;
uses a build-up approach that starts
with a risk-free interest rate adjusted
for credit risk for leases held by
Mirada Plc, which does not have re-
cent third-party financing; and
make adjustments specific to the
lease, for example term, country, cur-
rency and security.
Lease payments are allocated between
principle and finance cost. The finance
cost is charged to profit and loss over
the lease period so as to produce a
constant periodic rate of interest on
the remaining balance of the lability for
each period.
Right-of-use assets are measured at
cost comprising the following:
the amount of the initial measure-
ment of lease liability;
any lease payments made at or before
the commencement date less any
lease incentives received;
any initial direct costs; and
restoration costs.
n.
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ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
o.
Right-of-use assets are generally
depreciated over the shorter of the
asset’s useful life and the least term
on a straight-line basis. If the group is
reasonably certain to exercise a pur-
chase option, the right-of-use asset is
depreciated over the underlying as-
set’s useful life. While the group reval-
ues its land and buildings that are
presented within property, plant and
equipment, it has chosen not to do so
for the right-of-use buildings held by
the group.
Payments associated with short-term
leases of equipment and all leases of
low-value assets are recognized on a
straight-line basis as an expense in
profit or loss. Short-term leases are
leases with a lease term of 12 months
or less. Low-value assets compromise
IT equipment and small items of of-
fice furniture.
Taxation
The tax expense represents the sum
of the current tax and deferred tax
charges.
The tax currently payable is based on
taxable profit for the period. Taxable
profit differs from net profit as re-
ported in the income statement be-
cause it excludes items of income or
expense that are taxable or deducti-
ble in other years and it further ex-
cludes items that are never taxable or
deductible. The Group’s liability for
current tax is calculated using tax
rates that have been enacted or sub-
stantively enacted by the reporting
date.
If the Group considers it is likely that
the tax authority will accept an un-
certain tax treatment, the Group will
establish the taxable gain (loss), the
tax bases, unused tax losses, unused
tax credits or the tax rates consistent
with the tax treatment used or in-
tended to be used in its income tax
returns.
If the Group considers it unlikely that
the tax authority will accept an
uncertain tax treatment, the Group
will reflect the effect of the uncertainty
to establish the taxable gain (loss),
the tax bases, unused tax losses or
credits or the corresponding tax rates.
The Group will reflect the effect of the
uncertainty for each uncertain tax
treatment by using the most likely
amount or the expected value of the
probability weighted amounts.
Deferred tax is the tax expected to be
payable or recoverable on differences
between the carrying amounts of as-
sets 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 rec-
ognised if the temporary difference
arises from the initial recognition of
goodwill or from the initial recogni-
tion (other than in a business combi-
nation) 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 al-
low 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 set-
tled, or the asset is realised. Deferred
tax is charged or credited in the in-
come statement, except when it re-
lates 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
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
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© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
enforceable right to set off current tax
assets against current tax liabilities
and when they relate to income taxes
levied by the same taxation authority
and the Group intends to settle its
current tax assets and liabilities on a
net basis.
Research and development tax credit
Companies within the group may be
entitled to claim special tax allowanc-
es in relation to qualifying research
and development expenditure (e.g.
R&D tax credits). The group accounts
for such allowances as tax credits and
recognise them when it is probable
that the benefit will flow to the group
and that benef it can be reliably
measured. R&D tax credits reduce cur-
rent tax expense and, to the extent
the amounts due in respect of them
are not settled by the balance sheet
date, reduce current tax payable.
Retirement benefit costs
The Group operates defined contri-
bution pension schemes. The amount
charged to the statement of compre-
hensive income in respect of pension
costs and other post-retirement bene-
fits is the contributions payable in the
period.
Differences between contributions
payable in the period and contribu-
tions actually paid are shown as either
accruals or prepayments in the state-
ment of financial position.
Foreign exchange
The individual financial statements of
each group company are presented
in the currency of the primary eco-
nomic environment in which it oper-
ates (its functional currency). For the
purpose of the consolidated financial
statements, the result and the finan-
cial 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 differ-
ences arising on the settlement of
monetary items, and on the retransla-
tion of monetary items, are included
in profit or loss for the period.
For the purpose of presenting consoli-
dated 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 trans-
lated at the average exchange rates
for the period, unless exchange rates
fluctuate significantly during that pe-
riod, in which case the exchange
rates at the date of transactions are
used.
Exchange differences arising on
translating the opening statement of
financial position and the current
year income statements are classified
as equity and transferred to the
Group’s foreign exchange reserve.
Such translation differences are rec-
ognised as income or an expense in
the period in which the operations is
disposed of.
Goodwill and fair value adjustments
arising on the acquisition of a foreign
entity are treated as assets and liabilities
of the foreign entity and translated at
the closing rate.
CRITICAL ACCOUNTING
JUDGEMENTS
AND KEY SOURCES
OF ESTIMATION
UNCERTAINTY
In the application of the Group’s ac-
counting policies, which are described
in notes 2 and 3, the directors are re-
quired to make judgements, esti-
mates and assumptions about the
carrying amounts of assets and liabil-
ities 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
p.
q.
r.
4.
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ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
be relevant. Actual results may differ
from these estimates.
The estimates and underlying assump-
tions are reviewed on an ongoing
basis.
Key judgements
The following are the critical judge-
ments that the directors have made
in the process of applying the Group’s
accounting policies that has the most
significant effect on the amounts rec-
ognised in the financial statements.
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 Group 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 treas-
ury functions, financial performance
and its cash flows. Coupled with the
evolution of the business, the group’s
shareholder base is now largely com-
prised of investors to whom financial
reporting in GBP is of limited rele-
vance. Internally, the board also bases
its performance evaluation and
many investment decisions on USD
financial information.
Key sources of estimation uncertainty
Capitalised development costs
Any internally generated intangible
asset arising from the Group’s devel-
opment projects are recognised only
once all the conditions set out in the
a c c o u n t i n g p o l i c y I n t e r n a l l y
Generated Intangible Assets (refer to
Note 3.h) 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 expe-
rience. 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 contribu-
tion less the total expected costs.
The Group capitalises spend on devel-
opment of new software and the de-
l i ve r y o f i n n ova t i ve s o f twa re .
Management exercises judgement in
establishing both the technical feasi-
bility of completing an intangible as-
set which can be sold, and the degree
of certainty that a market exists for
the asset, or its output, based on
feedback from existing and potential
customers, for the generation of fu-
ture economic benefits. In addition,
amortisation rates are based on esti-
mates of the useful economic lives
and residual values of the assets
involved.
Impairment of goodwill and
intangibles
Determining whether goodwill is
impaired requires an estimation of
the value in use of the cash-generating
units to which goodwill has been allo-
cated. The value in use calculation re-
quires the Group to estimate the
future cash flows expected to arise
from the cash-generating units and
the estimated future cash flows are
discounted to their present value using
a pre-tax discount rate that reflects
current market assessments of the
time value of money and the risks
specific to the cash-generating unit.
This includes the directors’ best
estimate on the likelihood of current
deals in negotiation not yet concluded.
Consequently, the outcome of nego-
tiations may vary materially from
management expectation. See Note
13 for more details.
a.
b.
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 84
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
REVENUE FROM CONTRACTS WITH CUSTOMERS
5.
Dissagregation of revenue
Year to 31 March 2022
Professional
Services
Licences
Support &
Maintenance
Total
$000
$000
$000
$000
Mexico
2,922
3,907
1,625
8,454
Europe
394
486
302
1,182
Other Americas
308
959
-
1,267
Asia
77
-
43
120
3,701
5,352
1,970
11,023
Revenue recognised over a period
3,549
5,278
1,966
10,793
Revenue recognised at a point in
time
152
73
5
230
3,701
5,351
1,971
11,023
Year to 31 March 2021
Professional
Services
Licences
Support &
Maintenance
Total
$000
$000
$000
$000
Mexico
4,239
2,032
1,713
7,984
Europe
827
556
228
1,611
Other Americas
393
977
-
1,370
Asia
147
-
22
169
5,606
3,565
1,963
11,134
Revenue recognised over a period
5,243
3,450
1,916
10,609
Revenue recognised at a point in
time
363
115
47
525
5,606
3,565
1,963
11,134
Licenses revenue are including both contract licenses and SaaS revenue.
CONTRACT BALANCES
The following table provides information about contract assets (included as ac-
crued income) and contract liabilities (included as deferred income) from con-
tracts with customers:
31 March 2022
31 March 2021
$000
$000
Contract assets (incurred income)
1,859
1,561
Contact liabilities
(deferred income)
1,403
973
3,262
2,534
PAGE 85
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
The movement in the contract assets and liabilities during the year is set out
below:
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 cus-
tomers, 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.
Contract assets
31 March 2022
31 March 2021
$'000
$'000
At 1 April
1,561
3,478
Transfers in the period from contact
assets to trade receivable
(1,561)
(3,478)
excess of revenue recognised over cash (of
rights to cash) recognised during the period
1,859
1,561
At 31 March
1,859
1,561
Contract liabilities
31 March 2022
31 March 2021
$'000
$'000
At 1 April
973
1,785
Amounts included in contract liabilities
recognised as revenues in the period
(973)
(1,785)
cash recieved in advance of performance and
not recognised as revenue during the period
1,403
973
At March 31
1,403
973
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 86
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
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 Digital TV & Broadcast. 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 2022 are as follows:
6.
March 2022
Digital TV &
Broadcast
Other
Group
$000
$000
$000
Revenue
11,023
-
11,023
Segmental profit/(loss)
2,677
(1,027)
1,650
(Adjusted EBITDA, see note 8)
Finance income
-
0
0
Finance expense
-
(263)
(263)
Depreciation
(336)
-
(336)
Amortisation
(4,032)
-
(4,032)
Foreign currency translation
differences
77
-
77
(Loss) before taxation
(1,614)
(1,290)
(2,904)
Digital TV &
Broadcast
Other
Group
$000
$000
$000
Revenue
11,134
-
11,134
Segmental profit/(loss)
2,439
(744)
1,695
(Adjusted EBITDA, see note 8)
Finance income
-
70
70
Finance expense
-
(222)
(222)
Depreciation
(378)
-
(378)
Amortisation
(3,909)
-
(3,909)
Foreign currency translation
differences
(419)
-
(419)
Profit / (Loss) before taxation
(2,267)
(896)
(3,163)
$1.027 million (2021: $0.744 million) disclosed as “Other” comprises employment, legal,
accounting and other central administrative costs incurred at a Mirada Plc level.
The segmental results for the year ended 31 March 2021 are as follows:
There is no material inter-segment revenue.
PAGE 87
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
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
$8.45 million of $11.02m total revenue. This is approximately 77% of all revenue (2021:
$7.9 million, out of $11.03m) of the total Group revenues.
Segment assets and liabilities are reconciled to the Group’s assets and liabilities
as follows:
7.
Assets 2022
Liabilities 2022
Assets 2021
Liabilities 2021
$000
$000
$000
$000
Digital TV - Broadcast & Mobile
11,387
10,251
12,847
10,449
Other:
Goodwill
5,151
-
5,435
-
Other financial assets & liabilities
1,360
2,919
350
286
Total other
6,511
2,919
5,785
286
Total Group assets and liabilities
17,898
13,170
18,632
10,734
Assets allocated to a segment consist primarily of operating assets such as prop-
erty, plant and equipment, intangible assets, goodwill and receivables.
Liabilities allocated to a segment comprise primarily trade payables and other
operating liabilities.
Digital TV & Broadcast 2022
Digital TV & Broadcast 2021
$000
$000
Professional Services
3,701
5,606
Transactions
-
-
Licenses
5,351
3,565
Support & Maintenance
1,971
1,963
11,023
11,134
EXPENSES BY NATURE
This has been arrived at after charging:
2022
$000
2021
$000
Depreciation of owned assets (notes 15 and 16)
336
378
Amortisation of intangible assets (note 14)
4,032
3,909
Operating lease charges
220
253
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 88
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
Total R&D expenditure capitalised as intangible assets amounts to $4.13m (2021:
$4.12m).
The total lease expense not subject to IFRS 16 for short-term as well as low-value
leases amounts to $0.220 (2021: $0.253) (refer to Note 14).
Analysis of auditors’ remuneration is as follows:
2022
$000
2021
$000
Fees payable to the company's auditor for the audit
of the company's accounts
72
60
Audit of the account of subsidiaries
22
30
Reconciliation of operating profit for continuing operations to adjusted earnings
before interest, taxation, depreciation and amortisation:
2022
$000
2021
$000
Operating loss
(2,718)
(2,592)
Depreciation
336
378
Amortisation
4,032
3,909
Operating profit before interest, taxation,
depreciation, amortisation, impairment (EBITDA)
1,650
1,695
Share-based payment charge
-
-
Adjusted EBITDA
1,650
1,695
These APM are not International Finacial Reporting Standard measures.
STAFF COSTS AND EMPLOYEE INFORMATION
Group 2022
Group 2021
Staff costs (including directors) comprise:
$000
$000
Wages and salaries
8,341
8,950
Social security costs
2,227
2,228
Other pension costs
41
41
Staff costs
10,609
11,219
Contained within staff costs are amounts capitalised as intangible assets totalling
$4.132 million (2021: $4.124 million), with $6.477 million (2021: $7.095 million)
charged to administrative expenses.
8.
PAGE 89
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
The Group operates a defined contribution pension scheme for certain employ-
ees. 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
2022
2021
Office & Management
10
11
Platform and Development
145
150
Sales & Marketing
12
11
167
172
The average number of persons, including executive directors, employed by the
Company and the Group during the year was 9 (2021: 9) 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 18, the Director of Business
Development and the Sales Director.
2022
2021
$000
$000
Salaries & Fees
831
1,077
Social Security costs
68
72
Defined contribution pension cost
-
-
Other benefits
54
46
953
1,196
DIRECTORS REMUNERATION
The emoluments received by the directors who served during the year were
as follows:
2022
2021
$000
$000
Executive directors
Aggregate emoluments
516
671
Non-Executive directors
Aggregate emoluments
99
103
615
774
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 90
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
The directors’ remuneration is disclosed in the Nominations and Remuneration
Report on page 18.
Emoluments payable to the highest paid director are as follows:
2022
2021
$000
$000
Aggregate emoluments
190
258
There were no Group contributions to the pension scheme or benefits on behalf
of the highest paid director.
FINANCE INCOME
9.
10.
2022
2021
$000
$000
Interest received on bank deposits
-
70
-
70
2022
2021
$000
$000
Bank interest payable
122
131
Interest on loans from related parties
131
78
Interest received on lease liabilities
10
13
263
222
FINANCE EXPENSE
Finance expenses exclude all fees directly incurred to facilitate borrowing.
These include professional fees paid to bank arrangement fees and fees to secure
required guarantees.
PAGE 91
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
TAXATION
11.
2022
2021
$000
$000
Analysis of tax credit for the year
Current tax
UK tax for the current financial year
-
-
Foreign tax on income for the year
(33)
(171)
Total current tax (credit)
(33)
(171)
Deferred tax
Origination and reversal of temporary
adjustment in respect of prior periods
-
-
Total deferred tax (credit)
-
-
Total tax (credit) for the year
(33)
(171)
The tax assessed on the loss on ordinary activities for the period differs from the
standard rate of tax of 19% (2021-19%). The differences are reconciled below:
2022
2021
$000
$000
Profit/(loss) before taxation
(2,904)
(3,163)
Loss on ordinary activities multiplied by 19%
(2021: 19%)
(552)
(601)
Losses carried forward/(utilised)
552
601
Witholding Taxes
314
186
Total current tax
314
186
Subtotal
314
186
Tax benefit from research and development
expenditure
(334)
(466)
Total tax expense
Foreign exchange
(13)
109
Total tax credit
(33)
(171)
Rate used by the Group to calculate income tax is based on UK tax latest rates.
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 92
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
DEFERRED TAXATION
Deferred taxation amounts not recognised are as follows:
Group 2022
Group 2021
$000
$000
Losses
17,981
17,429
Research & Development Tax Credits,
2,888
3,027
Useable against future profits
Balance at the end of the year
20,869
20,456
The gross value of tax losses carried forward at 31 March 2022 equals $80.0 million
(2021: $79.3 million).
LOSS PER SHARE
12.
Year ended 31
March 2022
Year ended 31
March 2021
Total
Total
Loss for year
$(2,871,881)
$(2,992,569)
Weighted average number of shares
8,908,435
8,908,435
Basic loss per share
$(0.322)
$(0.336)
Diluted loss per share
$(0.322)
$(0.336)
After the cancellation of share premium approved by the General Meeting on 10
September 2019, the Company has 41,483 (2021: 41,483) potentially dilutive ordinary
shares arising from share options issued to staff. However, in 2022 and 2021 the
loss attributable to ordinary shareholders and weighted average number of ordi-
nary 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
earning per ordinary share and is therefore anti-dilutive.
PAGE 93
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
INTANGIBLE ASSETS
13.
Deferred
development
costs
Completed
Technology
Total
Intangible
assets
Goodwill
$000
$000
$000
$000
Cost
At 1 April 2020
28,982
1,697
30,679
36,471
Additions
4,153
32
4,185
-
Disposal
-
-
-
-
Foreign exchange
2,001
160
2,161
3,681
At 31 March 2021
35,136
1,889
37,025
40,152
At 1 April 2021
35,136
1,889
37,025
40,152
Additions
3,961
11
3,972
-
Disposal
-
-
-
-
Foreign exchange
(1,778)
(91)
(1,870)
(1,905)
At 31 March 2022
37,319
1,809
39,127
38,247
Accumulated amortisation
and impairment
At 1 April 2020
22,406
1,642
24,048
31,373
Provided during the year
3,892
17
3,909
-
Foreign exchange
1,600
154
1,754
3,344
At 31 March 2021
27,898
1,813
29,711
34,717
At 1 April 2021
27,898
1,813
29,711
34,717
Provided during the year
4,016
17
4,032
-
Foreign exchange
(1,574)
(88)
(1,662)
(1,621)
At 31 March 2022
30,340
1,742
32,081
33,096
Net book value
At 31 March 2022
6,979
67
7,046
5,151
At 31 March 2021
7,238
76
7,314
5,435
At 31 March 2020
6,576
55
6,631
5,098
The key assumptions for the value in use calculations are those regarding the
discount rate applied, and the forecast sales growth in a five-year budget peri-
od 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 reve-
nue being forecast per customer based on historical performance of the business.
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 94
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
There is 1 CGUs that has been assessed
for impairment, being Digital TV –
Broadcast. The sales growth forecasts
are based on current contracts and
management’s estimate of revenues
relating to opportunities that are cur-
rently being pursued. CGUs defined is:
“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. This rate does not exceed the
average long-term growth rate for the
relevant markets. The rate used to dis-
count the forecast post-tax cash flows
for the CGU is 10% (2021: 10%). A 2%
increase/decrease to the discount rate
does not result in an impairment. A
10% decrease in the five years cash flow
and terminal value forecast for both
C G U s d o e s n o t r e s u l t i n a n
impairment. A perpetual rate of 2%
(2021: 2%) has been used in the impair-
ment assessment. Even without per-
petual rate, no impairment is required.
During the current and last financial periods, no impairment has been recog-
nised. The split of goodwill by CGU is as follows:
2022
2021
$000
$000
Digital TV - Broadcast
5,151
5,435
5,151
5,435
RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
The breakdown of changes in right-of-use assets for the year ended as at 31
March 2022 is as follows:
14.
Short term leasehold
improvements
$000
Cost
Balance at 1 April 2021
908
Additions
140
Foreign exchange
(47)
Balance at 31 March 2022
1,001
Amortisation
Balance at 1 April 2021
(565)
Provided during the year
(268)
Foreign exchange
27
Balance at 31 March 2022
(808)
Balance at 31 March 2021
343
Balance 31 March 2022
195
PAGE 95
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
Of the total amount of rights-of-use
assets at 31 March 2022, $0.102 m
correspond to buildings and $0.093
m to vehicles (2021: $0.188 m and
$0.156 m respectively).
Regarding to the lease contracts, the
Group has a dispersed portfolio. The av-
erage duration of property lease
$000
Balance at 31 March 2021
349
Additions
140
Payments of the lease liabilities
(280)
Finance expense (note 11)
10
Foreign exchange
(18)
Balance at 31 March 2022
201
The analysis of the contractual maturity date of the lease liabilities, including the
current interest, is as follows:
2022
Currency
Interest
Rate
Less than
one year
1 to 3
years
More than
3 years
Total
Lease Liabilities
EUR
3%
96
61
44
201
96
61
44
201
2021
Currency
Interest
Rate
Less than
one year
1 to 3
years
More than
3 years
Total
Lease Liabilities
EUR
3%
204
99
46
349
204
99
46
349
The average incremental discount rates for the main countries affected by this
standard, used for calculating the current value of the rights of use and lease lia-
bilities recognised at the date of first-time application of IFRS 16 were as follows:
Average rate
Between 1 and 3 years
Average rate
More than 3 years
Spain
3%
3%
contracts is 2 years, and 3 years for
vehicles. The right-of-use has been
defined according to the duration of
the contract in force for each asset.
The breakdown of changes in lease lia-
bilities for the year ending at 31 March
2022 is as follows:
The Group has chosen to not recognise in the balance sheet the lease liabilities
and the right-of-use asset corresponding to short term lease agreements and
leases for low value assets. Those exceptions have been recorded entirely under
the heading of operating leases. The total lease expense not subject to IFRS 16
for short-term as well as low-value leases amounts to $0.220m (2021: $0.253m).
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 96
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
PROPERTY, PLANT AND EQUIPMENT
15.
Office and
computer
equipment
Short term
leasehold
improvements
Total
$000
$000
$000
Cost
At 1 April 2020
1,247
121
1,368
Additions
53
-
53
Disposal
-
-
-
Foreign exchange
56
-
56
At 31 March 2021
1,356
121
1,477
At 1 April 2021
1,356
121
1,477
Additions
16
-
16
Disposal
-
-
-
Foreign exchange
(50)
-
(50)
At 31 March 2022
1,322
121
1,443
Depreciation
At 1 April 2020
1,021
119
1,140
Provided during the year
73
-
73
Disposals
-
-
-
Foreign exchange
41
-
41
At 31 March 2021
1,135
119
1,254
At 1 April 2021
1,135
119
1,254
Provided during the year
69
-
69
Disposals
-
-
-
Foreign exchange
(41)
-
(41)
At 31 March 2022
1,163
119
1,282
Net book value
At 31 March 2022
159
2
161
At 31 March 2021
221
2
223
PAGE 97
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
TRADE & OTHER RECEIVABLES
16.
Group 2022
$000
Group 2021
$000
Trade receivables
2,073
1,826
Other receivables
517
919
R&D tax credit
384
405
Contract assets
1,859
1,561
Prepayments
153
145
4,986
4,856
Non current R&D tax credit
334
354
334
354
2022
$000
2021
$000
Sterling
2
66
US Dollars
1,916
1,489
Euro
155
271
Total
2,073
1,826
As of 31 March 2022, the Group has a short-term receivable with the Spanish Tax
Agency amounting to $0.384m (2021: $0.405m) regarding the FY21 deductions
for technological innovation.
Furthermore, there is a long-term receivable of $0.334m (2021: $0.354m) related to
the estimation of the deduction for technological innovation generated in FY22.
TRADE RECEIVABLES
Trade receivables net of allowances are held in the following currencies:
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 terms 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.
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 98
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
Movement in allowance
for doubtful debts:
2022
$000
2021
$000
Balance at beginning of the year
utilised this year
-
-
Balance at the end of the year
-
-
-
-
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 & OTHER PAYABLES
The fair values of trade and other payables are the same as book values as due to
the short terms nature of the amounts payable, they are not subject to other on-
going 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 purchas-
es is 24 days (2021: 41 days).
17.
2021
$000
2021
$000
Trade payables
334
238
Other payables
365
1,219
Other taxation and social security taxes
563
392
Accruals
481
385
Contract liabilities
1,403
973
3,146
3,207
Maturity analysis of the group financial liabilities, excluding other taxation and
social security and deferred income, is as follows:
2022
$000
2021
$000
Up to 3 months
785
615
3 to 6 months
198
100
6 to 12 months
197
1,126
1,181
1,841
PAGE 99
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
LOANS AND BORROWINGS
18.
2022
2021
$000
$000
Advances Drawn on invoice
discounting facilities
500
1,204
Bank loans
1,153
178
Other loans
203
392
Related parties loans
94
3
1,905
1,777
The borrowings are repayable as follows:
Up to 3 months
1,483
1,320
3 to 6 months
193
141
6 to 12 months
274
316
On demand or within one year
1,950
1,777
At 31 March 2022, the Group has no
available credit lines (2021: $0.53 mil-
lion) and no available invoice dis-
counting facilities (2021: $1.064
million), average interest rate payable
on these facilities are 3% (2021: 3%).
The above bank loans are denominat-
ed in Euros and are unsecured.
Interest-bearing bank loans are ini-
tially recorded at fair value less direct
issue costs.
On 26 September 2022, the Company
announced that the extension of the
€3.0 million credit facility signed with
Leasa Spain, S.L.U. until 30 November
2023. Leasa Spain is fully owned by
Mr. Ernesto Tinajero Flores, who own
87.21% of the shares of Mirada Plc.
The total amount withdrawn at 31
March 2022 was €2.3 million (2021:
€0.5 million)
Directors estimate the fair value of
the Group’s borrowing to be consist-
ent with its carrying value. There is no
material difference between the val-
ue of the gross undiscounted cash
flows and carrying amounts in the
statement of financial position.
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 100
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
19. NON-CURRENT LIABILITIES
2022
$000
2021
$000
Interest bearing loans and borrowings:
Bank loans
2,865
3,767
Other loans
1,241
1,048
Related parties loans
2,557
586
6,663
5,401
2022
$000
2021
$000
Credit lines
On demand or within one year
444
-
Between one and two years
1,237
1,725
1,681
1,725
2022
$000
2021
$000
Bank loans
On demand or within one year
928
237
Between one and two years
358
496
Between two and five years
936
1,439
More than 5 years
269
199
2,491
2,371
2022
$000
2021
$000
Loans and borrowings - Current
1,950
1,777
Loans and borrowings - Non Current
6,663
5,401
Cash
(25)
(107)
Net Debt
8,588
7,071
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 42).
NET DEBT
Net Debt is calculated based on short term loans, long terms loans and cash and
cash equivalents:
Borrowings, including interest, are repayable as follows:
PAGE 101
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
20.
2022
$000
2021
$000
Other loans
On demand or within one year
206
393-
Between one and two years
248
218
Between two and five years
662
764
More than 5 years
336
69
1,452
1,444
2022
$000
2021
$000
Related parties loans
On demand or within one year
94
35
Between one and two years
2,557
586
2,651
621
2022
$000
2021
$000
Advances drawn on invoice discounting
On demand or within one year
500
1,204
500
1,204
2022
$000
2021
$000
Total borrowings
On demand or within one year
2,172
1,869
Between one and two years
4,400
3,025
Between two and five years
1,599
2,203
More than 5 years
605
268
8,776
7,365
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 $41,435 (2021: $40,827).
At 31 March 2022, contributions amounting to $5,946 (2021: $9,690) were payable
and included in other payables.
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 102
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
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
18 and 19, 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 22.
EXTERNALLY IMPOSED CAPITAL REQUIREMENT
The Group is not subject to externally imposed capital requirements.
CATEGORIES OF FINANCIAL INSTRUMENTS
21.
2022
$000
2021
$000
Financial assets
Amortised cost:
Trade and other receivables, excluding payments
4,833
4,711
Cash and cash equivalents
25
107
4,858
4,818
Financial liabilities
Amortised cost:
-Trade and other payables
2,390
1,841
-Loans and borrowings due within one year
1,950
1,777
-Interest bearing loans and borrowings
due after one year
6,663
5,401
11,003
9,019
* Excluding other taxation, social security and contract liabilities.
FINANCIAL RISK MANAGEMENT OBJECTIVES
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.
PAGE 103
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
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 ex-
change 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 mone-
tary assets and monetary liabilities at the reporting date are as follows:
FOREIGN CURRENCY RISK MANAGEMENT
Liabilities
Assets
2022
2021
2022
2021
$000
$000
$000
$000
US Dollar denominated assets and liabilities
-
-
1,916
1,490
Euro denominated assets and liabilities
10,551
10,090
4,941
4,839
Entities from United Kingdom have no balances denominated in Euro/USD.
FOREIGN CURRENCY SENSITIVITY ANALYSIS
In fiscal years 2021 and 2022, 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,
2021 and March 31, 2022. 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.
Profit and loss impact
2022
$000
2021
$000
Euro
(1,402)
(1,313)
Sterling
(1,311)
(731)
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 104
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
INTEREST RATE RISK MANAGEMENT
At 31 March 2022, the Group was exposed to interest rate risk as the interest pay-
able 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 $18,356. The remaining bank loans
totalling $5,944,611 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 telecommunica-
tion 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 16 for further details on trade receivables, including analyses
of bad debts, ageing and profile by currency.
The Group believes the credit risk on liquid funds, being cash and cash equiva-
lents, to be limited because the counterparties are banks with high-credit rat-
ings 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.
2022
2021
Counterparty
Rating
% of overall
cash & cash
equivalents
Carrying
amount
% of overall
cash & cash
equivalents
Carrying
amount
$000
$000
Santander
A+
4.3%
1
4.4%
5
La Caixa
A-
7.2%
2
0.7%
1
BBVA
A
1.4%
0
44.0%
47
Barclays
A
47.8%
12
17.9%
19
Bankinter
BBB+
11.8%
3
1.6%
2
Sabadell
BBB-
23.0%
6
18.6%
20
Banamex
BBB
4.5%
1
9.8%
10
PAGE 105
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
LIQUIDITY RISK MANAGEMENT
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 obliga-
tions 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 includ-
ed in Notes 17, 18 and 19.
SHARE CAPITAL
A breakdown of the authorised and issued share capital in place as at 31 March
2022 and 2021 is as follows:
22.
2022
2022
2021
2021
Number
$000
Number
$000
Allotted, called up and fully paid
Ordinary shares of £1 each
8,908,435
12,015
8,908,435
12,015
On 28 November 2017, the Company
announced it had entered into agree-
ments 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 Ka p t u n g s L i m i te d , Kro n c k
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 an-
nounced it had entered into a se-
cured 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 an-
nounced it had raised £3 million be-
f o r e e x p e n s e s , b y w a y o f 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
7,768,791 Ordinary Shares in Mirada,
which represents 87.21 per cent of the
voting rights in the Company.
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 106
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
RESERVES
SHARE PREMIUM
The amount subscribed for share capital in excess of nominal value.
On 21 January 2020, the Group announced the completion of the Share Premium
account cancelation amounting to $16 millions (£10 millions). The Share
Premium reduction was performed in order to create a new reserve against
which the Group have performed credit its profit and loss account included as
part of the heading “other reserves”.
As at 31 March 2019, the amount credited to the Company’s balance sheet as
paid up share capital was £8,908,435. Accordingly, the proportion of the
Company’s accumulated losses to the aggregate of its share capital, share premi-
um and other reserves was approximately 65.7%. In accordance with EU
Regulation 651/2014 the Company’s overseas subsidiary, Mirada Iberia SAU, would
currently be restricted from obtaining certain types of additional publicly funded
research and development loans that are available in Spain from the Centre for
the Development of Industrial Technology on advantageous commercial terms,
unless the accumulated losses of the Company are less than 50% of the aggregate
of its total share capital, share premium and other reserves. Therefore, by cancelling
the Company’s share premium account and crediting such amount to the
Company’s balance sheet Mirada Iberia SAU should then be able to improve its
position to access such publicly funded loans, should it be required, as its accumu-
lated losses will then be less than 50% of its share capital and other reserves.
The Share Premium Account cancellation has not affected the voting or dividend
rights of shareholders and will not affect the number of Ordinary Shares in issue
or the nominal value per Ordinary Share.
OTHER RESERVES - FOREIGN EXCHANGE RESERVE
This reserve relates to exchange differences arising on the translation of the bal-
ance sheet of the Group’s foreign operations at the closing rate and the transla-
tion 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, for-
mally known as Fresh Interactive Technologies S.A, has been taken to the merg-
er reserve.
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
23.
24.
PAGE 107
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
instalments on 1 January 2015, 1 February 2015 and 1 March 2016. If the options re-
main 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:
No. of share options
José Gozalbo Sidro
938,728
José Luis Vázquez
631,464
Francis Coles
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 un-
exercised 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.
2022
2021
Counterparty
Number of
share options
Weighted
average
exercise price
(£)
Number of
share options
Weighted
average
exercise price
(£)
Outstanding at the beginning of
period
41,483
0.10
41,483
0.10
Lapsed during period
(889)
0.10
-
0.10
Outstanding at the end of the
period
40,594
0.10
41,483
0.10
Exercisable at the end of the
period
40,594
0.10
41,483
0.10
Details of the share options outstanding during the period for options issued
since 22 June 2007 are as follows:
The General Meeting held on 10 September 2019 approved a 100 to 1 share con-
solidation. The total outstanding share options at 31 March 2022 was 40,594
(41,483 at 31 March 2021). Therefore, as of 31 March 2022, the Company may issue
up to 40,594 additional ordinary shares arising in connection with existing share
options granted to staff, management and directors.
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 108
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
The options outstanding at 31 March 2022 and at 31 March 2021 had an exercise
price of £0.10.
The options outstanding at 31 March 2022 expire in December 2023.
For the year ended 31 March 2022, the Group has recognised a total expense of
nil (2021: nil) 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.
OPERATING LEASE AGREEMENTS
On 1 April 2019, the Group adopted IFRS 16 on Leases (refer to Note 2.b). The
Group has chosen to not recognise in the balance sheet the lease liabilities and
the right-of-use asset corresponding to short term lease agreements and leases
for low value assets.
The total lease expense not subject to IFRS 16 for short-term as well as low-value
leases amounts to $0.220 million.
At the reporting date, the Group had outstanding commitments for future minimum
lease payments under non-cancellable operating leases, which fall due as follows:
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 lessee to pay all insurance, maintenance, and repair costs.
NOTES SUPPORTING CASH FLOW STATEMENT
Cash and cash equivalents comprise:
25.
26.
2022
$000
2021
$000
Within one year
96
129
In the second to fifth years inclusive
55
64
151
193
2022
$000
2021
$000
Cash available on demand
25
107
Net cash decrease in cash and cash equivalents
(81)
(78)
Cash and cash equivalents at beginning of year
107
185
Cash and cash equivalents at end of year
25
107
PAGE 109
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
CASH AND CASH EQUIVALENTS
Cash and cash equivalents are held in the following currencies:
27.
2022
$000
2021
$000
Sterling
12
19
Mexican Peso
1
11
Euro
12
77
Total
25
107
Reconciliation of liabilities from financing activities:
2021
$000
Cash
outflows
Cash
inflows
Non-cash changes
2022
Other
non-cash
movement
Foreign
exchange
movements
$000
Bank loans
3,944
(211)
489
-
(205)
4,017
Other loans
1,440
(262)
343
-
(76)
1,445
Related party
loans
589
(556)
2,557
91
(30)
2,651
Advances
drawn on
invoice
discounting
1,204
(641)
-
-
(63)
500
Payment of
principal on
lease liabilities
(543)
(269)
-
-
-
(812)
Interests on
lease liabilities
(27)
(10)
-
-
-
(37)
Total liabili-
ties from
financing
activities
6,607
1,949
3,389
91
374
7,764
RELATED PARTY TRANSACTIONS
At 31 March 2022, the amount owed by Mirada Iberia to Mirada Mexico equals
€20,821.62. The operations volume for FY22 has been € 258,417.35 as a supplier.
At 31 March 2022, the amount owed by Mirada Plc to Mirada Iberia equals €
990,605,75. The operations volume for FY22 has been € 191,756.31as a supplier
and € 501,488.83 as a customer.
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 110
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
EVENTS AFTER THE REPORTING DATE
On 23 September 2022, Mirada Plc obtained an extension of the €3.0 million
credit facility from Leasa Spain, S.L.U. (the “Lender”) until 30 November 2023. The
Lender is owned by Mr. Ernesto Luis Tinajero Flores, who also owns 87.21% of the
voting rights of Mirada
On 23 September 2022, Mirada PLC announced it has been awarded a further
extension of Skytel video service in Mongolia to include more connected devices.
For most of the years ended in March 2021 and March 2022, potential customers
chose to postpone their decision-making processes until there was greater clarity
around the future of the pandemic. New business activity across the industry –
particularly in the first half – effectively ground to a halt.
Encouragingly, as we moved through the financial year ending in March 2023,
we began to see growing indications of a gradual reversion to pre-pandemic lev-
els of appetite for investment from both existing and prospective customers.
28.
Company number 03609752
Note
$000
$000
Investments
iv
11.069
11.602
Non-current assets
11.069
11.602
Trade & other receivables
v
1.348
331
Cash and cash equivalents
12
19
Current assets
1.360
350
Total assets
12.429
11.952
Loans and borrowings
vii
(13)
-
Related parties loans and interests
vii
(94)
-
Trade and other payables
vi
(2.605)
(2.970)
Current liabilities
(2.712)
(2.670)
Net current liabilities
(1.352)
(2.620)
Total assets less current liabilities
9.717
8.982
Related parties loans
(2.557)
-
Interest bearing loans and borrowings
(44)
(69)
Non current liabilities
(2.601)
(69)
PAGE 111
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
Total liabilities
(5.313)
(3.039)
Net assets
7.116
8.913
Issued share capital and reserves attributable to equity holders of the company
Share Capital
ix
12,015
12,015
Share premium
-
-
Other reserves
1.440
1.805
Accumulated losses
(6.339)
(4.907)
Equity
7.116
8.913
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 $1,056,182
(2021 - $1,219,540).
These financial statements were approved and authorised for issue on 29
September 2022.
Signed on behalf of the Board of Directors
The notes on pages 111 to 119 form part of these financial statements.
José Luis Vázquez,
Chief Executive Officer
28
th September 2022
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 112
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
The notes on pages 111 to 119 form part of these financial statements
Share
capital
Share
premium
Foreign
exchange
reserve
Accumulated
losses
Total
$000
$000
$000
$000
$000
Balance at 1 April 2021
12,015
-
1,805
(4.907)
8,913
Profit/(loss) for year
-
-
-
(1,432)
(1,432)
Other comprehensive income
Movement in foreign exchange
reserve
-
-
(365)
-
(365)
Total comprehensive income for
the year
-
-
(365)
(1.432)
(1,797)
Balance at 31 March 2022
12,015
-
1,440
(6,339)
7,116
Balance at 1 April 2020
12,015
-
848
(3,687)
9,176
Profit/(loss) for year
-
-
-
(1,220)
(1,220)
Other comprehensive income
Movement in foreign exchange
-
-
957
957
Total comprehensive income for
the year
-
-
957
(1,220)
(263)
Balance at 31 March 2022
12,015
1,805
(4,907)
8,913
GENERAL INFORMATION AND BASIS
OF PREPARATION
Mirada plc is a company incorporated
in the United Kingdom. The address of
the registered off ice is 3rd Floor
Chancery House, St Nicholas Way
Sutton, Surrey SM1 1JB. The nature of
the Group’s operations and its princi-
pal activities are the provision and
support of products and services in
the Digital TV and Broadcast markets.
The financial statements are present-
ed in US Dollars which is the pres-
entational currency of the Company.
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
The significant accounting policies
applied in the preparation of these
financial statements are set out
below. These policies have been con-
sistently applied to all the years pre-
sented, unless otherwise stated.
Going concern
As disclosed in Note 3(b) from the con-
solidated financial statement, Directors
have prepared a cash flow forecast cov-
ering a period extending beyond 12
months from the date of these finan-
cial statements. Different scenarios
have been considered including worse
possible cases. The forecast contains
certain assumptions about the perfor-
mance of the business. These assump-
tions are the directors’ best estimate of
the future development of the busi-
ness, including consideration of cash
reserves required to support working
capital and its new growth initiatives.
Based on this cash flow forecasts, di-
rectors continue to adopt the going
concern basis of accounting in prepar-
ing the annual financial statements.
I.
II.
PAGE 113
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
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 2 of the group accounts, page 30. Further po-
lices considered in the company financial statements are listed below.
Disclosure exemptions adopted
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 UK
adopted International accounting standards;
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 equiva-
lent disclosures are included in the
consolidated financial statements of
Mirada plc. These financial state-
ments do not include certain disclo-
sures in respect of:
Financial Instruments (other than
certain disclosures required as a re-
sult of recording financial instru-
ments at fair value); and
Fair value measurement (other than
certain disclosures required as a re-
sult of recording financial instru-
ments at fair value)
Investments in subsidiaries
Investments in subsidiaries are held
at cost less accumulated impairment
losses.
Right-of-use assets and Lease liabili-
ties (policy applicable as from 1 April
2019)
At the start of a contract, the
Company evaluates whether it con-
tains a lease. A contract is or contains
a lease if it grants the right to control
the use of the asset identified for a
period of time in exchange for a con-
sideration. The length of time during
which the Company uses an asset in-
cludes consecutive and non-consec-
utive periods of time. The Company
only re-assesses the conditions when
a contract is amended.
In contracts containing one or more
components which are lease-related
and non-lease related, the Company
assigns the consideration set in the
contract for each lease component
according to the sales price of each
individual lease-related component,
and the aggregate individual price of
the non-lease related components.
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 114
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
In contracts with one or more lease
and non-lease components, the
Company deems all components as
one sole lease component.
The Company has also chosen to not
recognise in the balance sheet the
lease liabilities and the right-of-use
asset corresponding to short term
lease agreements (leases for one year
or less) and leases for low value assets
($5 thousand or less). For this type of
contracts, the Group recognises
straight-line payments during the
lease term.
Lessee accounting
At the commencement of the lease
term, the Company recognises a
right-of-use asset and lease liability.
The right-of-use asset is composed of
the amount of the lease liability, any
payment for the lease made on or pri-
or to the starting date, less any incen-
tives received, the initial direct costs
incurred and an estimate of the costs
for decommissioning or restoration to
be incurred, as indicated in the ac-
counting policy provisions.
The Company measures the lease lia-
bility as the present value of the lease
payments which are outstanding at
the commencement date. The
Company discounts lease payments at
the appropriate incremental interest
rate, unless the implicit interest rate of
the lessor may be determined reliably.
The pending lease payments are com-
prised of fixed payments, less any in-
centive to be collected, the variable
payments that depend on an index or
rate, initially appraised by the index or
rate applicable on the starting date,
the amounts expected to be paid for
residual value guarantees, the price of
exercising the purchase option whose
exercise is reasonably certain and any
compensation payments for contract
termination, providing the term of the
lease reflects the termination option.
The Company measures the right-of-
use assets at cost, less depreciation
and accrued impairment losses,
adjusted by any re-estimate of the
lease liability.
If the contract transfers ownership of
the asset to the Company at the end
of the lease term or if the right-of-use
asset includes the price of the pur-
chase option, the depreciation criteria
indicated in Note 3.j are applied from
the lease commencement date until
the end of the useful life of the asset.
Otherwise, the Group depreciates the
right-of-use asset f rom the com-
mencement date until the date of the
useful life of the right or the end of
the lease term, whichever is the
earlier.
The Company applies the criteria for
impairment of non-current assets set
out in note 3.i to right-of-use assets.
The Company measures the lease liabil-
ity increasing it by the interest accrued,
decreasing it by the payments made
and re-assessing the carrying amount
due to any amendments to the lease or
to reflect any reviews of the in-sub-
stance fixed lease payments.
The Company records any variable
payments that were not included in
the initial valuation of the liability in
the Consolidated Income Statement
for the period in which the events re-
sulting in payment were produced.
The Company records any re-assess-
ments of the liability as an adjustment
to the right-of-use asset, until it is re-
duced to zero, and subsequently in
the Consolidated Income Statement.
The Company re-assesses the lease li-
ability discounting the lease pay-
ments at an updated rate, if any
change is made to the lease term or
any change in the expectation of the
purchase option is being exercised on
the underlying asset.
The Company re-assesses the lease li-
ability if there is any change in the
amounts expected to be paid for a re-
sidual value guarantee or any change
in the index or rate used for determin-
ing payments, including any change
PAGE 115
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
for reflecting changes in market rents
once these have been reviewed.
The Company recognises an amend-
ment to the lease as a separate lease
if it increases the scope of the lease
by adding one or more rights of use
and the amount of consideration for
the lease increases by an amount
consistent with the individual price
for the increased scope and any ad-
justment to the individual price to re-
flect the specific circumstances of
the contract.
If the amendment does not result in a
separate lease, on the amendment
date the Company assigns the consid-
eration to the amended contract as
indicated above, it re-determines the
term of the lease and re-estimates the
value of the liability discounting the
revised payments at the revised inter-
est rate. The Company writes down
the carrying amount of the right-of-
use asset to reflect the partial or total
end of the lease in any amendments
that reduce the scope of the lease and
it records the profit or loss in income.
For all other amendments, the
Company adjusts the carrying amount
of the right-of-use asset.
Taxation
The tax expense represents the sum
of the current tax and deferred tax
charges.
The tax currently payable is based on
taxable profit for the period. Taxable
profit differs from net profit as report-
ed in the income statement because
it excludes items of income or expense
that are taxable or deductible in other
years and it further excludes items
that are never taxable or deductible.
The Group’s liability for current tax is
calculated using tax rates that have
been enacted or substantively enact-
ed by the reporting date.
If the Group considers it is likely that
the tax authority will accept an uncer-
tain tax treatment, the Group will es-
tablish the taxable gain (loss), the tax
bases, unused tax losses, unused tax
credits or the tax rates consistent with
the tax treatment used or intended to
be used in its income tax returns.
If the Goup considers it unlikely that
the tax authority will accept an un-
certain tax treatment, the Group will
reflect the effect of the uncertainty to
establish the taxable gain (loss), the
tax bases, unused tax losses or credits
or the corresponding tax rates. The
Group will reflect the effect of the un-
certainty for each uncertain tax treat-
ment by using the most likely
amount or the expected value of the
probability weighted amounts.
Deferred tax is the tax expected to be
payable or recoverable on differences
between the carrying amounts of as-
sets and liabilities in the financial
statements and the corresponding tax
bases used in the computation of tax-
able 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 differ-
ences 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 af-
fects neither the tax profit nor the ac-
counting 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.
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 116
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
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 re-
late to income taxes levied by the same taxation authority and the Group intends
to settle its current tax assets and liabilities on a net basis.
KEY JUDGEMENTS AND ESTIMATES
In the application of the Company’s accounting policies, the directors are required
to make judgements, estimates and assumptions about the carrying amount of
assets and liabilities that are not readily apparent from other sources. The esti-
mates and associated assumptions are based on historical experience and other
factors that are considered to be relevant. Actual results may differ from these
estimates. The estimates and underlying assumptions are reviewed on an ongo-
ing basis. Revisions to accounting estimates are recognised in the period in
which the estimate is revised where the revision affects only that period, or in the
period of the revision and future periods where the revision affects both current
and future periods. The estimates and assumptions which have a significant risk
of causing a material adjustment to the carrying amount of assets and liabilities
are outlined below.
Impairment of Investments in subsidiaries
Determining whether Investments in subsidiaries are impaired requires an
estimation of the value in use of these subsidiaries. The value in use calculation
requires the management to estimate the future cashflows expected from the
cash generating unit and an appropriate discount rate in order to calculate the
present value of the future cashflows. Management has evaluated the recoverable
amount of those investments based on such estimates. The carrying amounts of
these investments at the end of the reporting period are stated in Note (iv) of the
Company financial statements.
INVESTMENTS
III.
IV.
Company
Cost
$000
At 1 April 2021
22.747
Foreign exchange
(1.045)
At 31 March 2022
21.701
Amounts provided
At 1 April 2021
11.145
Foreign exchange
(512)
At 31 March 2022
10.632
Net book value
At 31 March 2022
11.069
At 31 March 2021
11.602
PAGE 117
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
Details of the investments in which the Company holds 20% or more of the nom-
inal value of any class of share capital are as follows:
V.
Name of company
Holding
% Voting
rights
Country of
incorpora-
tion
Registered
address
Nature of
business
Digital Interactive
Television Group
Limited
Ordinary shares
100%
UK
68 Lombard
Street London
EC3V 9LJ
Disolved on
27th April 2021
Digital Impact (UK)
Limited*
Ordinary shares
100%
UK
68 Lombard
Street London
EC3V 9LJ
Disolved on
27th April 2021
Mirada Iberia, S.A.
Ordinary shares
100%
Spain
Avda. de las
Águilas 2B 28044
Madrid
Interactive TV
services
Mirada Mexico,
S.A.*
Ordinary shares
100%
Mexico
Montes Urales
505-2º 11000
México DF
Interactive TV
services
* Held indirectly in Mirada Iberia S.A.
TRADE AND OTHER RECEIVABLES
2022
2021
$000
$000
Trade receivables
2
66
Amounts owed by group undertakings
1.293
237
Other receivables
2
2
Prepayments
51
26
1.348
331
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 118
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
TRADE AND OTHER PAYABLES
2022
2021
$000
$000
Trade payables
35
16
Amount owed to group undertakings
2.393
2.753
Other payables
6
10
Other taxation and social security taxes
15
28
Accruals
156
137
Contract liabilities
-
26
2.605
2.970
VI.
VII.
Maturity analysis of the company financial liabilities, excluding other taxation
and social security and deferred income, is as follows:
2022
2021
$000
$000
Up to 3 months
620
1.281
3 to 6 months
1.254
34
6 to 12 months
716
1.600
2.590
2.915
LOANS AND BORROWINGS
2022
2021
$000
$000
Bank loans
13
-
Related parties loans
94
-
107
-
PAGE 119
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
OPERATING LEASE ARRANGEMENTS
VIII.
IX.
X.
2022
2021
$000
$000
Within one year
7
6
7
6
SHARE CAPITAL
A breakdown of the authorised and issued share capital in place as at 31 March
2022 and 2021 is as follows:
2022
2022
2021
2021
Number
$000
Number
$000
Allotted, called up and fully paid
Ordinary shares of £1 each
8,908,435
12,015
8,908,435
12,015
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 subscrip-
tion 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 an-
nounced 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.
EVENTS AFTER THE REPORTING DATE
See Note 28 of the Group financial statements.
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
PAGE 120
© 2022 MIRADA
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
OFFICERS AND PROFESSIONAL ADVISERS
DIRECTORS
Mr José Luis Vázquez
Mr Matthew Peter Earl
Mr José Gozalbo Sidro
Mr Gonzalo Babío
COMPANY SECRETARY
Filex Services Limited
Chief Executive Officer & Interim Chairman
Non-Executive Director
Chief Technology Officer
Chief Financial Officer
BANKERS
Barclays Bank plc
1 Churchill Place
London
E14 5HP
AUDITORS
PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
London
E14 4HD
LAWYERS
Howard Kennedy LLP
No 1. London Bridge
London
W1W 5LS
COMPANY REGISTRARS
Link Asset Services
The Registry
34 Beckenham Road
Kent
BR3 4TU
REGISTERED OFFICE
3rd Floor Chancery House, St Nicholas
Way Sutton, Surrey
SM1 1JB
NOMINATED ADVISER AND BROKER
Allenby Capital Limited
5 St Helen’s Place
London
EC3A 6AB
PAGE 121
© 2022 MIRADA
ANNUAL REPORT 2022 — FINANCIAL STATEMENT
Financial Statement
Corporate Governance
Review of the year
The Market
The Company
mirada.tv
+44 (0) 208 187 1661
investors@mirada.tv
HEADQUARTERS
3rd Floor of Chancery House
St Nicholas Way, Sutton, Surrey
SM1 1JB
UK
SPAIN
MEXICO
CHILE
PHILIPPINES