Acquiring content, monetising the future
2 0 2 1
Annual Reports
and Accounts
One Media iP Group PLC
For the year ended 31 October 2021
Company Information
Directors
Michael Antony Infante
Alice Dyson
Steven Gunning
Claire Blunt
Brian Berg
Secretary
Steven Gunning
Registered Office
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Brokers
Solicitors
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Auditors
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Contents
Chairman's Statement
Chief Executive's Statement
Strategic Report
Report of the Directors
Corporate Governance
Independent Auditors' Report
Consolidated Statement of Comprehensive Income
Consolidated Statement of Changes in Equity
Consolidated Statement of Financial Position
Company Statement of Financial Position
Consolidated and Company Cash Flow Statement
Principal Accounting Policies
Notes to the Consolidated Financial Statements
Page
1
2 - 7
8 - 11
12 - 14
15 - 23
24 - 28
29
30
31
32
33
34 - 42
43 - 56
Chairman’s Statement
For the year ended 31 October 2021
I am pleased to report, following a busy 12 months, another set of positive results. The Group has posted a 10%
increase in revenues to £4.4 million and, despite some impact from unfavourable foreign exchange movements
with approximately 89% of revenues generated in US dollars, a very healthy 11 % uplift in EBITDA to £1.65
million.
This year’s strong performance was driven by the continuing active management of the portfolio by the One Media
team, as well as organic growth propelled by the increased consumer demand on streaming platforms and other
revenue distributions from digital platforms.
The organic growth of the portfolio in the period was 4.5%. Over the last five years average organic growth has
been 10%, reflecting the inherent value of the assets the Group invest in and the positive structural trends driving
the music industry which support the investment case. This organic growth is further supplemented by the
proactive commercialisation of the portfolio by the Company, where it adds considerable value, unlocking the
latent potential of the kinds of copyrights it acquires.
The Group retains a healthy cash position with a cash balance of £2.6 million and with £1.9 million in structured
debt as at 31 October 2021, which puts us in a strong position for the year ahead, with some important investments
having already been completed post period end.
Given the positive performance, together with the outlook for the Group and the industry, the Board is pleased to
confirm a final dividend for the year of 0.055p per share.
2021 has been an important year strategically, with further capital investment into complementary Group activities
that will diversify and supplement our revenue streams, while also expediting our overall objective of maximising
the potential of our intellectual property assets.
Harmony IP is already proving a hit with composers, writers and performers and has been the main avenue for
investment in 2021, providing us with an expanded, more flexible route to market and a vehicle through which to
grow our partnerships with rights owners, while also enhancing revenues.
Alongside this, the business plan for TCAT is progressing well, with a full management team and board with
expertise across the technology, software and music industries, who are now in place to market the product’s
capabilities. TCAT is an exciting prospect for the Group and an attractive tool for the music industry, which is
already clear from the early stage talks and trials that are underway with some of the biggest names in our sector.
The year was once again impacted by the pandemic, but we very much hope that we, and the industry, are
through the other side of this now, albeit to a larger degree in some territories compared to others.
Attentions have now, sadly, turned to the horrific events in Ukraine. While recent sanctions around supplying the
Russian Federation via our DSP partners in Russia, such as Apple and Spotify, may slow growth as these stores
have now partially been suspended, following an audit we are not expecting a material impact on the Group given
the limited levels of business conducted in these areas.
We are deeply concerned about Russia’s invasion of Ukraine and stand with all of the people who are suffering
as a result of the violence. We join all those around the world who are calling for peace.
I continue to remain excited for the future of One Media and, as always, would like to extend my thanks to the
experienced team of directors, staff, consultants and professionals across the Group who contribute to our
continued success, as well as our shareholders for their ongoing support.
Claire Blunt
Non-Executive Chairman
21 April 2022
1
Chief Executive’s Statement
For the year ended 31 October 2021
Strategy overview
One Media Plc is an owner, publisher and distributor of digital music copyrights, which it actively monetises to
deliver proven income streams. We derive the majority of our revenue from royalties collected from the use of the
Company’s content internationally, which we enhance by improving its availability globally across 600 digital
stores (also known as Digital Service Providers (“DSPs”)) including Apple Music, YouTube, Amazon Music and
Spotify.
Royalty returns are largely uncorrelated to the performance of the public and private equity markets, making them
predictable and generating an annuity-like income for investors, which is at the core of our investment case.
Additionally, we generally focus on more mature compositions with a proven durability, supporting reliable
revenues.
We are custodians of an expansive catalogue of over 200,000 music tracks, diversified across a range of genres
including pop, rock, country and classical, which deliver long term, growing and secure income, around 97% of
which is recurring. Leveraging its expansive industry relationships, the Company is able to identify proven content
which it believes is undervalued or has latent potential, which we then seek to crystallise on behalf of
shareholders.
In the last two years we have expanded the Group with the launch of two wholly complementary entities that
support the delivery of our core strategy while also providing additional, diversified sources of revenue.
Harmony IP, a new business division, was established in 2020. It enables composers and master rights owners
to release portions of equity from their music, giving artists greater flexibility to access future earnings while
retaining majority ownership of their intellectual property. From a One Media perspective, it supplements our
existing revenue streams and expands our opportunity to create strongly aligned partnerships and relationships
with rights owners, putting us in a favourable position to increase our exposure to their assets in the future.
Our Technical Copyright Analysis Tool business, TCAT Ltd was established as a subsidiary business last year. It
is a software as a service (“SaaS”) platform – a software licensing and delivery model in which software is licensed
on a subscription basis and is centrally hosted. Developed by One Media, it is a proprietary, specialist anti-piracy
tool which identifies the illegal or unlicensed use of digital music, helping to maximise revenue for record labels
and also for One Media. It also provides real time data on the past performance and expected future trends of
content, supporting our acquisition strategy and further de-risking the investment process.
Financial performance
The year under review saw revenues grow by 10% to £4,389,581 (2020: £4,005,385) and our EBITDA by 11% to
£1,648,598 (2020: £1,485,645), driven by increased consumer demand on streaming platforms and other revenue
distributions from digital platforms, combined with our active asset management, acquisitions and a continuing
focus on maintaining a low cost, largely fixed cost base.
Net revenue increased by 13% to £2,780,256 (2020: £2,459,351), reflecting the strong underlying performance
of our catalogue. Operating profit was also up by 5.5% to £1,075,958.
At the end of the period, our cash balance was £2,565,813 (2020: £6,766,424), providing a solid balance sheet
position from which to move forward in 2022, and our net margin increased to 63% (2020: 61%). Admin expenses
for the year are reported at £1,040,706 (2020: £919,250).
Profit after tax attributable to equity shareholders was £544,575 (2020: £630,197), reflecting the increase in
revenues and the maintenance of strong margins.
2
Chief Executive’s Statement
For the year ended 31 October 2021 - continued
IFRS NAV per Ordinary Share increased to 7p (2020: 6p) and an Operative NAV per Ordinary Share of 17p. The
Directors are of the opinion that the Operative NAV (Operative NAV is calculated by using the IFRS NAV, adjusting
for the revaluation of catalogue assets to fair value and then adding back the catalogue amortisation) provides a
meaningful alternative performance measure and the values of the catalogues are based on fair values produced
by an independent valuer.
Development work on TCAT is progressing and has moved to the next phase, including the incorporation of a
new subsidiary and the appointment of an experienced management team, as detailed below. Circa £1.0 million
of capex was invested into TCAT during the year to support the next phase of its growth, which we believe
presents a significant opportunity for the Group and industry generally.
The Board continues to review the dividend policy, especially given the current economic climate, but looks to
maintain an equilibrium between retention of profit to finance long term growth plans whilst rewarding
shareholders for their support. As a result of the positive performance, a final dividend of 0.055p per share has
been declared.
We remain confident that our model for steady growth and continual investment in copyrights is a proven, recurring
cash generative business and the Board and management remains strongly aligned with investors through its
11.92% shareholding in the Company.
Operational update
During the year our focus remained on actively creating value and finding alternative methods to maximise
revenues from our music assets. This means curating, repurposing, restoring and, importantly, policing our
content with all the care that the original writers and performers value and now rely on.
Working with content from previous decades - often overlooked and undervalued by others in the market - has its
advantages. The artists generally are well known with an established reputation and the tracks are, to a great
extent, rooted in much loved music legacies and are often instantly recognisable. Our job is to ensure that a music
track is available across every territory (currently over 202) via DSPs and the aggregators that supply those
providers, to maximise exposure, usage and ultimately returns.
During the year, significant strides have been made with our complementary Group subsidiary TCAT and our
Harmony IP platform.
Harmony IP aims to acquire between 10-30% of IP equity on agreed multiples, mainly targeting composers’ rights
which typically extend to 70 years after the artist’s death, providing long term income streams, expanding and
further diversifying One Media’s recurring revenues. There are no other known operators offering artists this option
and while banks offer artists the opportunity to borrow against their future earnings, the terms are much less
favourable and lack the additional value that an aligned partnership with One Media delivers, including access to
TCAT.
All of our investments this year were made via Harmony IP, as detailed in the investments section below, and we
continue to build this portfolio, with significant interest from artists and using TCAT to analyse the past
performance and future trends of content, to predict and identify opportunities to maximise future earnings for all
parties.
At the start of the year, TCAT Ltd (“TCAT”) was established as a separate, limited company within the Group, a
decision driven by the growing external interest in its software capabilities.
3
Chief Executive’s Statement
For the year ended 31 October 2021 - continued
TCAT aims to tackle music piracy. Piracy purportedly costs the Global economy alone approximately £9 billion
per annum in lost revenues, £200 million of which is lost from the UK music industry’s rights holders. 38% of
global music listeners acquire music through illegal means, often without even knowing it, and TCAT works to
detect copyright infringement across the legitimate DSPs by alerting rights owners to instances of corrupted data,
facilitating the removal or monetisation of offending tracks.
A business plan is in place at TCAT, which is on track and is expected to be profitable over a medium-term
timeframe. A dedicated team of recognised specialists has been appointed to drive TCAT to grow towards
reaching its full potential, which we believe is significant based on the piracy statistics and the rapid expansion of
the industry.
In February 2022 Nick Stewart was appointed TCAT CEO. With over 40 years of experience in the music industry,
including senior roles at Universal Music and Warner Music among others, Nick is extremely well positioned to
establish and grow TCAT’s customer base. Nick is exceptionally well connected across the music industry, with
credits including signing U2 to Island Records and having worked with the Eagles, Neil Diamond and Sir Tim Rice
among others. Nick will leverage his relationships and profile to grow TCAT’s brand and market its capabilities.
Dr. Ed Vernon OBE was appointed TCAT’s chairman in November 2020 bringing almost 40 years of experience
in running tech businesses, his successes resulted in him being awarded an OBE for services to the tech industry.
Further appointments include Gareth Waller, an experienced technical director with over 15 years’ experience of
managing large teams of software engineers, to the position of Chief Technology Officer and Robin Abeysinghe
as COO and CFO.
One Media retains two seats on the board held by myself and our COO Alice Dyson.
The new management team is charged with delivering on the opportunity to improve and scale TCAT for wider
use across the industry and other territories. A fundraise is underway directly into the subsidiary TCAT Ltd to
support its next phase of growth, building on the initial client base and trials that are ongoing with two major labels,
the world’s largest digital aggregator and the BPI, the trade body whose members include more than 400
independent music companies and all of the UK’s major record companies.
Investments
While our investment activity was somewhat curtailed over the last two years due to the restrictions imposed by
the pandemic, our relationships and network, established over many years in the industry, enabled us to make
some important income accretive acquisitions, leveraging our newly launched Harmony IP platform through which
all our 2021 investments were undertaken.
Nine investments were completed during the year for a total of £4.3 million, delivering a blended Net Publisher
Share (“NPS”) multiple of 11.2. This includes the largest acquisition undertaken by One Media to date – the
composition rights to the catalogue of over 200 tracks of country music star Don Williams. Described by Rolling
Stone Magazine as 'one of the finest singers of the genre', the acquisition covers Williams' 1970s and '80s output,
during which time he delivered 17 number one hits and became a global superstar, winning fans from all over the
world, especially in the UK. In 1975, The Who's Pete Townshend covered Don's No.1 hit 'Till the Rivers All Run
Dry' with Faces legend Ronnie Lane. Don's 1978 hit 'Tulsa Time' was a regular on Eric Clapton's live set and he
often jammed with contemporary stars such as Jimmy Page and Jeff Beck.
4
Chief Executive’s Statement
For the year ended 31 October 2021 - continued
Acquisitions undertaken during the period were as follows:
(cid:120)
(cid:120)
January 2021: acquired from Ian Levine the producer’s income royalties to Take That’s ‘A Million Love
Songs', 'Could It Be Magic' and 'I Found Heaven', all from Take That's 1992 debut studio album, Take
That & Party. This attracted much press and introduced Harmony IP to the market.
February 2021: acquired the licensor’s share of the royalties to the 21 Vision catalogue of rights,
comprising over 2,000 recordings from some of the all-time music greats from over the last seven
decades. The 21 Vision catalogue had been licensed to One Media on a royalty-sharing basis. As part
of the deal, One Media has acquired the licensor's royalty share of the catalogue on an in-perpetuity
basis.
(cid:120) May 2021: acquired the writer’s share to the royalties of over 250 tracks performed by Kid Creole and
the Coconut’s best known music tracks, including chart toppers ‘Annie I’m Not Your Daddy’ and ‘Stool
Pigeon’.
(cid:120)
(cid:120)
(cid:120)
June 2021: acquired the award-winning producer, Steve Levine’s rights into music performed by Culture
Club, including the global hit ‘Karma Chameleon’ and ‘Do you really want to hurt me’, as well as nineties
stars Louise Redknapp, 911 and the Honeyz. The Honeyz, an English R&B girl group, enjoyed three UK
top 10 hits produced by Levine – ‘Finally Found’, ‘End of the Line’ and ‘Love of a Lifetime’ - which made
Levine one of the most sought-after producers in the industry.
June 2021: acquired the producer royalties to three albums by the 1970s funk/disco band Heatwave,
produced by the legendary musician, songwriter, producer and artist Barry Blue: ‘Too Hot To Handle’
(1976), ‘Central Heating’ (1978) and ‘Current’ (1982). This includes the hits ‘The Groove Line’ (1978),
‘Always and Forever’ (1976), ‘Mind-Blowing Decisions’ (1978) and the million-selling global smash
‘Boogie Nights’ (1976), credited as one of the defining songs of the disco age.
July 2021: secured our largest acquisition to date, comprising the composition rights to the catalogue of
over 200 tracks of country music star Don Williams. Described by Rolling Stone Magazine as 'one of the
finest singers of the genre', the acquisition includes Williams's output across the 1970s and 1980s, during
which time he delivered 17 number one hits and became a global superstar, winning fans from all over
the world, especially in the UK. In 1975, The Who's Pete Townshend covered Don's number one hit 'Till
The Rivers All Run Dry' with Faces legend Ronnie Lane and his 1978 hit 'Tulsa Time' was a regular on
Eric Clapton's live set.
(cid:120) August 2021: with 50% already under our ownership, we acquired the remaining 50% of the licensor's
royalty share of the royalties in the 5868 Ltd catalogues of rights. This added to the Company’s bottom
line the income derived from over 1,000 recordings supplied by 5868 Ltd and its respective partners.
(cid:120) September 2021: exclusively signed a further deal to include three new recordings from multimillion
selling US artist Evelyn Thomas. Evelyn Thomas has recorded has recorded 48 singles and EPs, four
albums and has featured on over 1000 compilations and playlists over the years, including the number
one hit 'High Energy', which charted in the UK in 1984. One Media will represent Evelyn Thomas on her
publishing and part ownership to the three new tracks.
(cid:120) October 2021: buy out of the licensor's royalty share of the income in the Mike Bennett Productions
catalogue of rights, containing the income derived from over 6,000 recordings supplied by British
songwriter and producer Mike Bennett and his respective partners. The recordings feature many 'backing
tracks' and 'karaoke songs' together with some live albums or re-recordings performed by the Rubettes,
the Stranglers, Wee Papa Girl Rappers and Wishbone Ash.
5
Chief Executive’s Statement
For the year ended 31 October 2021 - continued
Post period end, in March 2022, we announced that we had acquired the licensor's share of the royalty income
to the Orbital Digital Ltd catalogue of rights, which contains several thousand recordings. The transaction also
established a working relationship with Dutch content distributor FUGA, which is distributor to this catalogue.
Orbital/Rapier Music features more than 40 branded labels across all the known digital platforms including African
Lives, All About Blues, Travelscape Records, The Music Shed, Rapier Music, and Sunflash. The catalogue ranges
from classical through to dance/hip hop and features a wide array of artists such as Jose Carreras, Jo Jo Adams,
Kool & the Gang, Irish Tenor Trio, Alexandra O'Neal, Joe Strummer, Sid Vicious, Chic, Lee Perry, The Lambrettas,
Dread Filmstone, Sex Pistols, Suketu, Col Abram, Psy-Co-Billy, Rachel Porter's all female Orchestra and Ebn
Ozn.
Catalogue Valuation
Post period end, the Group engaged YM&U Group, well known in the music industry for its valuation expertise,
to undertake a detailed assessment and fully independent valuation of the full catalogue of rights.
As a result of this report, the portfolio of rights has been valued at £34.8 million (as at April 2022), reflecting a
blended NPS multiple of 12.5. This compares favourably to One Media’s blended cost and average historic
blended multiple over all content acquired since 2006 of 6 times and a content value applied on the Company’s
asset register (as at 31 October 2021) of £14 million.
We believe that this independent report provides a true reflection of the value of our underlying assets and
vindicates our very careful and prudent approach to acquisitions over the last 15 years, whereby we consistently
apply conservative multiples when assessing investment opportunities.
The report concludes:
“The Catalogues acquired by One Media IP (including acquisitions over the last three years) are varied and across
the 7 grouped areas reviewed they have been performing well. There are steady and consistent income streams
which is what you would like and need to see from a portfolio of catalogues and there is little reliance on one
‘superstar’ catalogue which dominates the revenue generation.
The “Pre 2019” catalogues collectively are performing well, and we would expect the collective value to far exceed
the original purchase price. In future periods, and with a great timescale, we would look to perform a more granular
review of the individual catalogues within this group. Following on our review we would place an estimated
valuation on the catalogue of £34.8m, with a blended multiple of a conservative 12.5x as a method of calculation.”
We continue to demonstrate that our catalogue drives additional value to the business alongside the growing
market values of traded music content. With many music acquisitions reaching 20-25 times earnings, our mission
of focusing on long term value will continue to differentiate One Media.
Market backdrop and outlook
This year we have emerged from the other side of the global pandemic, which had an impact on the industry from
an entertainment and live music perspective in particular. Sadly, we are now also dealing with the horrors of war
in Ukraine. For over 75 years Europe has not seen this kind of unrest to both humanity and global resources. It’s
an ignominy at every level and almost makes writing encouraging and optimistic company reports on business
activities seem insensitive to the predicament of the suffering.
While recent sanctions around supplying the Russian Federation and the suspension of access to DSPs may
hinder growth in affected territories, the Company has undertaken a brief audit of the potential impact and,
6
Chief Executive’s Statement
For the year ended 31 October 2021 - continued
given the very limited levels of business conducted in these areas, does not envisage any material impact on
revenues.
The broader market backdrop against which we’re delivering our strategy continues to be strongly supportive. In
its market analysis Music in the Air, Goldman Sachs has significantly upgraded its forecasts, now predicting that
music industry revenues are set to double by 2030 to $131 billion, driven by streaming and growing demographic
trends, including the fact that Millennials and Generation Z are spending more of their annual budgets on music
than any other age group. Goldman Sachs expects global live music revenues will reach $38 billion, music
publishing $12.5 billion and the recorded music $80 billion.
The digital marketplace is still a young forum and the format of monetised streaming is less than 15 years old, so
there is significant road to run as platforms continue to expand their reach and technology innovations improve
access and recognition of intellectual property rights.
The opportunity landscape for royalty collection is growing far beyond the traditional DSPs, such as Amazon,
Apple Music and Spotify. New monetisation avenues are continuing to open up, including Facebook, Peloton,
Digital Radio Stations (such as iHeart Radio), Rakuten, IMusica and YouTube Subscription. As the world of digital
TV music stations grows, supplementing the plethora of digital radio stations, combined with Smart Speaker
technology and voice activated play listing, the future is looking positive. Moreover, with advances in the
Metaverse and the growth of non-fungible tokens (“NFTs”) we are entering the twilight zone of music values being
used in a variety of ways not imagined five years ago.
The prospects ahead of us are extremely exciting and One Media is well placed to take advantage of these new
opportunities on behalf of shareholders, to generate value by developing and promoting its rights and exploiting
the digital universe, underpinned by a prudent acquisition strategy that ensures secure and growing income.
Michael Infante
Chief Executive and Founder
21 April 2022
7
Strategic Report
For the year ended 31 October 2021
Business review and future developments
The results of the Group are shown within the financial statements and a detailed review of the business for the
year and future developments is given on pages 1 to 7.
Whilst the Group focus is primarily on the digital market place, traditional routes to market are not being ignored.
The Group has continued to enter into representative deals with independent record labels and content owners
to market their rights in the digital arena and to invest in copyrights and intellectual property that are considered
to attract a suitable and sustainable rate of return.
A dividend of £122,345 (2020: £74,582) was paid in the year.
The key financial and non-financial performance indicators the Directors use to monitor the performance of the
Group are as follows:
Financial and non-financial key performance indicators
Cost of catalogue acquisition and number of tracks "ingested"
Management are continually searching to acquire additional music, video, spoken word and digital book
catalogues to exploit through the digital medium and other routes to market. The costs of catalogue acquisition
“ingestion” are constantly monitored to ensure that a safe and adequate return on investment is made. During the
year £5,293,027 (2020: £506,919) was spent on catalogue and intangible asset additions.
Rate of commercialisation of licences and intellectual property
Measured by the growth in value and volume of digital revenues, license deals and sales contracts signed. During
the year revenue rose to £4,389,581 (2020: £4,005,385) a 10% year on year increase. Progress assessment
includes regular updates on key partners, distribution outlets and market segments.
Overhead
Management closely monitors overheads, carefully balancing the need to reward people properly based on both
performance and external market factors, and other overhead expenditure. Where a step change in overheads is
predicted this must be justified in both financial and strategic terms. During the year overheads increased to
£1,179,885 (2020: £979,723), a 20% increase which included a realignment in salaries for key management, the
identified requirement to investment in the royalty reporting systems, as well as the effects of foreign exchange.
Share price movements and changes in shareholders are constantly monitored as a major contributor to
long term planning
The Board constantly review share price movements both for the impact of Regulated News Service
announcements and trading in shares on the AIM Market. Share price as at 31 October 2021 was 7.38p (2020:
5.90p).
Management of capital
The Group’s dividend policy is determined by the availability of profit and reserves from which to pay dividends,
the Group’s policy and cost of acquiring additional music catalogues and the desire to reward shareholders for
their investment in the Group.
Financial reporting
Financial reporting is monitored monthly against budgets and forecasts, by both the main Board and the Board of
the principal operating subsidiary. Profit and Loss and Cash Flow projections are updated as significant changes
to performance and operating conditions occur.
8
Strategic Report
For the year ended 31 October 2021 - continued
Business risks
Reliance on key personnel
The Group is dependent on the knowledge, expertise and experience of its key personnel. In total, the Group
employs 11 people. In the event that a key member of the team was to leave the employment of the Group this
could lead to significant disruption and could have a material impact on the future profitability of the Group.
Reliance on The Orchard – concentration of distribution risk
In the financial year ending 31 October 2021 approximately 63% (2020: 62%) of the Group’s turnover was
channeled via The Orchard, the distribution aggregator that the Group uses to distribute its content to end-user
download and streaming sites such as Apple Music and Spotify. In the event that The Orchard agreement was
terminated or that The Orchard ceased to operate, this could have a material impact on the Group’s operations
and profitability, whilst the Group changed its systems to work either with a new aggregator or trade directly with
the end-user distribution sites.
Rights acquired may not be wholly exclusive
The Group has acquired a large number of catalogues of music, video and spoken word since its formation. It is
not uncommon for rights attached to such catalogues to have been previously transferred prior to the Group’s
acquisition of such rights. A risk exists that the title to such rights may be challenged in which event, the Group
may have to forego potential revenue and/or incur legal costs whilst securing exclusive title.
Sales of digital content
Digital stores may at their discretion delist or remove tracks, albums or content from their store, without any prior
notice to the Group. If this was to occur it could have a detrimental effect on the Group’s revenue growth.
Piracy
Piracy or the illegal download of its content from the internet could have a detrimental impact on the Group’s
growth plans.
Currency – revenues received in US$
In the financial year to 31 October 2021 approximately 89% (2020: 88%) of the Group’s revenue was generated
in US dollars, whilst the majority of the Group’s costs are denominated in Sterling. The Group is therefore exposed
to the US$/£ exchange rate and so any material adverse movement in this exchange rate can have a material
financial impact on the Group.
Market dominance of Big 3
The Group operates in a market dominated by established traditional companies such as Universal, Warner and
Sony (the “Big 3”). The Big 3 own or have the rights to a vast amount of content, a large amount of which may be
similar to that owned or exploited by the Group. There is a risk that the Big 3 could exploit their recognised brands
and use their marketing budgets to compete with the Group’s targeted market, the consequence of which could
lead to reduced sales and profitability for the Group.
Digital retailers’ terms of business
The Group is dependent upon digital retailers such as Apple Music and Spotify in order to sell its products in the
digital market place. Changes in their terms of business and type of content they will distribute, as defined in their
“style guides”, can affect the performance of the Group.
Bad Debts
The traditional risk associated with customer insolvency, and inability or unwillingness to pay debts continues to
be a threat which the Group constantly monitors.
Coronavirus (COVID-19)
The potential disruption caused by Covid-19 is continually monitored and the Group is confident, and has
demonstrated, that business continues as normal and that our services remain uninterrupted. The business has
a robust recurring income model that lends itself to remote working, much like its major partners. As a result of a
planned disaster recovery process all of the Group’s business operations continue as normal.
9
Strategic Report
For the year ended 31 October 2021 - continued
However, the Group understands that it cannot control the effects on third parties and their business operations.
In the event of a material drop in revenue the Group has significant cash reserves that enables it to continue to
operate during this period without any adverse impact on the business. The directors have reviewed the Group’s
assets and believe this current event will not require any impairment, this is based on a review of the performance
of the Group’s historical catalogue as well as the detailed due diligence on the income profile of recent
acquisitions.
Digital route to market
The digital market place has its own challenges with a reliance on consumers becoming internet literate and
homes achieving a decent broadband connection. OMiP is a B2B and B2C supplier. We have no digital site of
our own but supply over 600 legitimate digital stores worldwide through our key business partner. We are not
dependent on any one store’s marketing strengths as we supply our content to all.
Financial risk management objectives and policies
The Group's principal financial instruments comprise cash and cash equivalents. The Group has various other
financial instruments such as trade receivables and trade payables, which arise from its operations.
The Group is exposed to a variety of financial risks which result from its operating activities. The Directors are
responsible for co-ordinating the Group's risk management and focus on actively securing the Group's short and
medium term cash flows. Long term financial investments are managed to generate lasting returns. The Group
does not actively engage in the trading of financial assets and has no financial derivatives. The most significant
risks to which the Group is exposed are described below:
Currency risk
The Group is exposed to foreign exchange risk in connection with its digital business where the revenue is
transacted largely in US$ and the settlement of royalty and other liabilities arising from this revenue is partly
denominated in US$.
Credit risk
The Group's credit risk is primarily attributable to its trade receivables and other debtors. The amounts presented
in the Consolidated Statement of Financial Position are net of any allowances for doubtful receivables. The Group
has a significant concentration of credit risk associated with its distributor of digital income.
Liquidity risk
The Group seeks to manage risks to ensure sufficient liquidity is available to meet foreseeable needs and to
invest cash and assets safely and profitably. Short term flexibility is achieved by the use of money markets to
deposit excess cash which is not required in the short term. The Directors prepare cash flow forecasts on a regular
basis to identify at an early stage any short term funding difficulties.
Significant shareholding
Apart from the Directors’ shareholdings the Company has been notified that there are five holdings in excess of
3% of the issued share capital of the Company at 21 April 2022. Canaccord Genuity Group Inc is holding 21.40%
(47,489,230 ordinary shares of 0.5p each), Amati AIM VCT Plc is holding 7.98% (17,714,000 ordinary shares of
0.5p each), James David Price 6.12% (13,618,086 ordinary shares of 0.5p each), Gresham House Plc 4.65%
(10,325,500) ordinary shares of 0.5p each) and BGF Investment Management Limited is holding 4.51%
(10,000,000 ordinary shares of 0.5p each).
Employee involvement
The Group has continued its practice of keeping employees informed of matters affecting them as employees and
the financial and economic factors affecting the performance of the Group. This is achieved through regular formal
and informal updates and open access between all employees of the Group.
Disabled employees
Applications for employment by disabled persons are given full and fair consideration for all vacancies in
accordance with their aptitudes and abilities. In the event of an employee becoming disabled, every effort will be
made to retain them in order that their employment within the Group may continue. It is the policy of the Group
that training, career development and promotion opportunities are available to all employees.
10
Strategic Report
For the year ended 31 October 2021 - continued
Technology
The Group takes a progressive view on the impact of technological developments. Changes to technology and
related systems are openly embraced with the aim of giving the Group the most up to date platforms to work on
and exploit its assets.
Research and development
The Group, in developing its internal technology based systems, undertakes Research and Development work
the outcome of which may be uncertain. Work likely to have an on-going value is capitalised all other costs are
expensed to the Profit and Loss account.
Key accounting policies
Principal accounting policies are included on pages 34 to 42, including critical accounting estimates and
judgements on page 39.
Cash flows
Full details of cash flows generated by the business are disclosed within the Consolidated Cash Flow Statement
on page 33. The group generates sufficient cash flows through its ordinary operations, in combination with funds
generated by company's listing on AIM, to achieve its objectives set out in the Chairman's Report on page 1.
Gender of Directors and employees
We recruit individuals who have the skills, experience and integrity needed to perform the roles to make One
Media iP Group Plc a successful company. We recruit without regard to sex or ethnic origin, appointing and
thereafter promoting staff based upon merit. The profile of the Group’s employees and directors at 31 October
2021, was as follows:
Number of persons who were Directors or officers of the
Company
Number of persons who were other employees of the
Company
Total employees at 31 October 2021
Male
3
2
5
Female
2
4
6
Total
5
6
11
Directors duties in relation to s172 Companies Act 2006
The directors consider, that they have acted in the way they believe, in good faith, to promote the success of the
Group for the benefit of its members as a whole and, in doing so, have regard (amongst other matters) to:
• the likely consequences of any decisions in the long-term,
• the interests of the Group’s employees,
• the need to foster the Group’s business relationships with suppliers, customers and others,
• the impact of the Group’s operations on the community and environment,
• the desirability of the Group maintaining a reputation for high standards of business conduct, and
• the need to act fairly between the shareholders of the Group
On behalf of the Board
Michael Infante
Director
21 April 2022
11
Report of the Directors
For the year ended 31 October 2021
The Directors present their annual report together with the audited Consolidated financial statements of the Group
for the year ended 31 October 2021.
Principal activities
The principal activities of the Group throughout the year were the acquisition and exploitation of mixed media
intellectual property rights including music, video, spoken word and digital books for distribution through the digital
medium and to a lesser extent through traditional media outlets. The Group also licenses its music content for
use in TV and film, advertising, video games and corporate websites. The Group is a B2B and B2C content
supplier. The Group continues to believe that the creation of its own dedicated consumer website is not yet of
interest as that is the primary activity of its major customers. The Group outsources the supply of its digital content
to this market primarily through The Orchard, its distributor for digital music and spoken-word services, and for
video product via YouTube and other emerging visual market places.
Directors
The following Directors held office during the year:
Michael Antony Infante
Alice Dyson
Steven Gunning
Claire Blunt
Brian Berg
Directors and their interests
The Directors' interests (including family interests) in the shares of the Company were as follows:
Ordinary shares of 0.5p each
At 31 October 2020
At 31 October 2021
Michael Antony Infante
Alice Dyson
Steven Gunning
Claire Blunt
Brian Berg
Share Options in Ordinary shares of 0.5p each
Michael Antony Infante
Alice Dyson
Nos
Nos
26,077,862
132,023
50,000
50,000
-
25,577,862
132,023
-
-
-
At 31 October 2021
At 31 October 2020
at 9p each
Nos
500,000
200,000
at 9p each
Nos
500,000
200,000
The options are exercisable at 9p per share on or by 20 April 2025.
12
Report of the Directors
For the year ended 31 October 2021 – continued
Directors and their interests continued
Share Options in Ordinary shares of 0.5p each
At 31 October 2021
At 31 October 2020
Michael Antony Infante
Alice Dyson
Steven Gunning
at 9p each
Nos
500,000
500,000
500,000
at 9p each
Nos
500,000
500,000
500,000
The options are exercisable at 9p per share on or by 21 December 2022.
Share Options in Ordinary shares of 0.5p each
Michael Antony Infante
Alice Dyson
Steven Gunning
At 31 October 2021
At 31 October 2020
at 6p each
Nos
1,000,000
1,000,000
500,000
at 6p each
Nos
1,000,000
1,000,000
500,000
The options are exercisable at 6p per share on or by 30 October 2026.
Share Options in Ordinary shares of 0.5p each
Claire Blunt
Brian Berg
Steven Gunning
At 31 October 2021
At 31 October 2020
at 6p each
Nos
750,000
750,000
500,000
at 6p each
Nos
750,000
750,000
500,000
The options are exercisable at 6p per share on or by 30 October 2026.
Share Options in Ordinary shares of 0.5p each
Michael Antony Infante
Alice Dyson
Steven Gunning
Claire Blunt
Brian Berg
At 31 October 2021
At 31 October 2020
at 7.31p each
Nos
at 7.31p each
Nos
500,000
500,000
500,000
250,000
250,000
-
-
-
-
-
The options are exercisable at 7.31p per share on or by 15 April 2030.
13
Report of the Directors
For the year ended 31 October 2021 - continued
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Report of the Directors and the financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the
Directors have elected to prepare the Group financial statements in accordance with International Financial
Reporting Standards (IFRS) as adopted for use in the European Union. Under company law the
Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Company and the Group and of the Profit or Loss of the Group for that period. In preparing
these financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
(cid:120)
(cid:120) make judgments and estimates that are reasonable and prudent;
(cid:120)
state whether IFRS as adopted by the European Union have been followed, subject to any material
departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Company and Group will continue in business.
(cid:120)
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Company’s and the Group’s transactions and disclose with reasonable accuracy at any time the financial
position of the Company and the Group and enable them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and
hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
So far as that director is aware, there is no relevant audit information of which the company and the group’s
auditors are unaware, and that director has taken all the steps that ought to have been taken as a director in order
to be aware of any relevant audit information and to establish that the company and the group’s auditors are
aware of that information.
Auditors
James Cowper Kreston have expressed their willingness to continue in office. A resolution to re-appoint James
Cowper Kreston in accordance with section 489 of the Companies Act 2006 will be proposed at the Annual
General Meeting.
On behalf of the Board
Michael Infante
Director
21 April 2022
14
Corporate Governance Report
For the year ended 31 October 2021
All members of the board believe strongly in the value and importance of good corporate governance and in our
accountability to all of OMIP’s stakeholders, including shareholders, staff, clients and suppliers. In the statement
below, we explain our approach to governance, and how the board and its committees operate.
The corporate governance framework which the group operates, including board leadership and effectiveness,
board remuneration, and internal control is based upon practices which the Board believes are proportional to the
size, risks, complexity and operations of the business and is reflective of the group’s values. Of the two widely
recognised formal codes, we have therefore decided to adhere to the Quoted Companies Alliance’s (QCA)
Corporate Governance Code for small and mid-size quoted companies (revised in April 2018 to meet the new
requirements of AIM Rule 26).
The QCA Code is constructed around ten broad principles and a set of disclosures. The QCA has stated what it
considers to be appropriate arrangements for growing companies and asks companies to provide an explanation
about how they are meeting the principles through the prescribed disclosures. We have considered how we apply
each principle to the extent that the board judges these to be appropriate in the circumstances, and below we
provide an explanation of the approach taken in relation to each. The Board considers that it does not depart from
any of the principles of the QCA Code. The information below was last updated on 17 March 2021.
Board composition and compliance
The QCA Code requires that the boards of AIM companies have an appropriate balance between executive and
non-executive directors. The Board composition continues to be reviewed to ensure compliance.
Board evaluation
For many years we have supported the QCA Code’s principle to review regularly the effectiveness of the board’s
performance as a unit, as well as that of its committees and individual directors. The most recent review was in
January 2022.
Shareholder engagement
We have made significant efforts to ensure effective engagement with both institutional and private shareholders.
In addition to the usual roadshows following the release of full year and interim results, each of which was
expanded to include a greater number of existing and potential new investors, we have actively promoted our
AGM as a forum to present to and meet with shareholders.
The board has ultimate responsibility for reviewing and approving the Annual Report and Accounts and it has
considered and endorsed the arrangements for their preparation, under the guidance of its audit committee. The
directors confirm that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders to assess the group’s position and performance,
business model and strategy.
The following paragraphs set out OMIP’s compliance with the ten principles of the QCA Code.
15
Corporate Governance Report - continued
For the year ended 31 October 2021
1. Establish a strategy and business model which promotes long-term value for shareholders
The Group is a B2B and B2C digital content provider, exploiting intellectual property rights around music and
video. The Group specialises in acquiring and repackaging nostalgic music and TV programmes from recordings
made over the last 90 years. The Group delivers digital music and video content via aggregators to over 600
online digital stores such as Apple Music, Spotify, Amazon and YouTube. Consumers download or stream the
content via PCs, smart phones, internet-enabled radios and music players and Smart TVs. The Group was
founded in 2005 by Michael Infante, the Group’s Chief Executive Officer, with a strategy to acquire mixed media
content and digitise this media to exploit the shift from physical to digital formats.
The Group is listed on the Alternative Investment Market (AIM) of the London Stock Exchange (ticker OMIP).
The key challenges we face include:
Maintaining consistently high levels of quality – The digital ingestion and exploitation of music and video has
evolved over the last 10 years. New standards and objectives are required on a regular basis and our internal
team are trained and appraised to meet these exacting standards. Cross checking and regular self-assessment
forms a regular part of our systems to ensure that all data is kept in its most precise form for our customers to
either ingest into their own system or for audit purposes.
Ensuring security of client assets – All of our (and that of our customers) music and video data and metadata
is secured on the safest of cloud based servers with all the latest safeguards that meet our industry's standards.
The cloud based systems hosted by Amazon are regularly tested and are of the best available in our opinion for
our service and use. Appraisals of their security are undertaken by our technical department in conjunction with
our key customers’ approval.
Delivering continuous availability – All of the group's data and day to day functionality is backed up across
multi-platform, cross territorial servers that allow for catastrophic failures in localized systems. The Group’s
disaster recovery program is appraised annually together with the Group’s insurance policies to ensure
continuation of service.
Recruiting and retaining suitable staff – the Group’s ability to execute its strategy is dependent on the skills
and abilities of its staff. We undertake ongoing initiatives to foster good staff engagement and ensure that
remuneration packages are competitive in the market. The Group has a small team of professional individuals
trained for the Group’s requirements in sales, technology and administration. New staff are sought via trusted
agencies or are promoted through the ranks. We believe in recognising the skill sets of long term staff and reward
via a share option scheme as well as competitive salary rates.
We believe we have the right strategy and service in place to deliver growth in sales over the medium to long
term which will enable us to deliver sustainable shareholder value.
Departure and Reason - None
2. Seek to understand and meet shareholder needs and expectations
Responsibility for investor relations rests with the Chairman, supported by the CEO.
The Group is committed to communicating openly with its shareholders to ensure that its strategy and
performance are clearly understood. We communicate with shareholders through the Annual Report and
Accounts, full-year and half-year announcements, trading updates and the annual general meeting (AGM), and
we encourage shareholders’ participation in face-to-face meetings.
A range of corporate information (including all OMIP announcements) is also available to shareholders, investors
and the public on our website.
16
Corporate Governance Report - continued
For the year ended 31 October 2021
The AGM is the principal forum for dialogue with shareholders, and we encourage all shareholders to attend and
participate.
The Notice of Meeting is sent to shareholders at least 21 days before the meeting. The chairs of the board and
all committees, together with all other directors whenever possible, attend the AGM and are available to answer
questions raised by shareholders.
Shareholders vote on each resolution, by way of a poll. For each resolution we announce the number of votes
received for, against and withheld and subsequently publish them on our website.
The directors actively seek to build a mutual understanding of objectives with institutional shareholders. The
Chairman and CEO make presentations to institutional shareholders and analysts immediately following the
release of the full-year and half-year results. We communicate with institutional investors frequently through a
combination of formal meetings, roadshows and briefings with management.
The majority of meetings with shareholders and potential investors are arranged by the Company’s broker.
Following meetings, the broker provides feedback to the Board from all fund managers met.
In addition, we review analysts’ notes to achieve a wider understanding of investors’ views.
Departure and Reason – None
3. Take into account wider stakeholder and social responsibilities and their implications for long-term
success
Staff
Our ability to fulfil client services and develop and enhance our audio and visual content relies on having talented
and motivated staff. Good two-way communication with staff is a key requirement for high levels of engagement,
fostering a culture of innovation. Six monthly updates occur with the invitation to staff to ask questions of
management that are answered in the meetings.
All staff are encouraged to contribute to the intra-net (Podio) which provides industry and company insights as
well as technical updates.
Clients
Our success and competitive advantage are dependent upon fulfilling client requirements, particularly in relation
to quality of service, its speed of delivery and security. Understanding current and emerging requirements of
clients enables us to develop new and enhanced services, together with software to support the fulfilment of those
services.
Shareholders
As a public company we provide transparent, easy-to-understand and balanced information to ensure support
and confidence.
Departure and Reason - None
4. Embed effective risk management, considering both opportunities and threats, throughout the
organisation
Within the scope of the annual reporting, specific financial risks are evaluated in detail, including in relation to
foreign currency, interest rates, liquidity and credit.
The key risks of the Company are set out in the Annual Report & Accounts.
In terms of risk management and the Group’s financial systems, the Audit Committee prepares a report following
the completion of each audit as to the quality and robustness of the systems and a copy of this is
17
Corporate Governance Report - continued
For the year ended 31 October 2021
provided to the board which will consider the report at the board meeting held next following the completion of the
report and acts on any recommendations contained in the report.
Staff are reminded on a regular basis to report, anonymously or otherwise, any security risks or threat they
perceive in the operations of the business. On receipt of any such notification, a security incident team is
assembled to assess and take remedial action as appropriate in the circumstances.
Staff are reminded on a regular basis that they should seek approval from the CEO if they, or their families, plan
to trade in the Group’s equities.
Departure and Reason - None
5. Maintain the board as a well-functioning, balanced team led by the chairman
The members of the board have a collective responsibility and legal obligation to promote the interests of the
Group, and are collectively responsible for defining corporate governance arrangements.
Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chairman of the
board.
The board consists of five directors of which three are executive and two non-executive.
The board is supported by two committees: audit and remuneration.
The board intends to appoint additional non-executive directors as its business expands.
Non-executive directors are required to attend 10-12 board and board committee meetings per year and to be
available at other times as required for face-to-face and telephone meetings with the executive team and
investors.
Departure and Reason - The board does not currently have a nominations committee. All members of the board
are involved in the appointment of new directors, however the board is committed to keeping it under review and
monitoring the prospective requirement periodically should the need arise to implement a separate nominations
committee.
6. Ensure that between them the directors have the necessary up-to-date experience, skills and
capabilities
The five members of the board bring relevant sector experience in media and technology, bringing a strong mix
of public market and corporate governance experience.
The board believes that its blend of relevant experience, skills and personal qualities and capabilities is sufficient
to enable it to successfully execute its strategy. Directors attend seminars and other regulatory and trade events
to ensure that their knowledge remains current.
Michael Infante, CEO
Term of office: Co-founder from the Group’s inception in 2005.
Background and suitability for the role: Michael started his career in 1976 in the food industry working for his
family’s business, Creamery Fare. In 1988, after jointly orchestrating the sale of his family’s business to the
publicly listed Hazlewood Foods PLC, he joined the music industry. He worked on the Royal Philharmonic
Orchestra’s largest recording project as the executive producer for over 140 classical albums recorded at CTS
studios in London. In 1995 Michael co-founded Air Music & Media Group PLC (now MBL Plc), which was admitted
to trading on the OFEX market (now ICAP) in 2000 and subsequently moved to AIM in 2001. Recognising the
emerging digital market in 2005, Michael founded the Company. Michael oversees the Company’s acquisition
programme having introduced an acquisition policy for nostalgic audio/visual content and has made over 80
acquisitions to date of small music and TV content catalogues. Michael is a serving Justice of the Peace for the
West London Local Justice Area.
18
Corporate Governance Report - continued
For the year ended 31 October 2021
Alice Dyson, COO
Term of office: Appointed Managing Director for One Media IP Ltd in October 2016 and then appointed COO for
the Group on 21 October 2019.
Background and suitability for the role: Alice, with over 20 years’ music industry experience, has, for the last four
years, held the role of Managing Director of the Company’s trading subsidiary, One Media IP Ltd. In September
2017, Alice was elected as a director of the British Phonographic Industry (“BPI”). The BPI is the music industry’s
trade body that optimises the trading environment for the UK’s music industry globally.
Steven Gunning, CFO and Company Secretary
Term of office: Appointed Group Financial Controller and Company Secretary in October 2016 and then appointed
CFO for the Group on 21 October 2019.
Background and suitability for the role: Steve began his career with Barclays Bank plc, where he gained an
extensive knowledge of the banking environment, both personal and corporate followed by a move to Dixons
Group plc, working in the Finance department. His career then took him to Share plc, an independent retail
stockbroker, and to the position of Chief Accountant. After 8 years with Share plc he took a position as the
company accountant for Kings Oak Homes Ltd (a subsidiary of Barratt Developments plc) responsible for group
reporting.
In 2007 he joined e-Financial Management Ltd, managing a portfolio of clients providing outsourced finance
solutions and expertise to SME’s, before starting his own company in 2012 and now provides strategic and
financial support to a diverse set of clients in the manufacturing, property, retail, media and education sectors. An
Accountant with over 20 years’ experience in the finance industry, both managing the finance function for a wide
range of companies and being part of the senior management team. He has a CIMA Diploma in Management
Accounting and is a member of the Association of Accounting Technicians.
Claire Blunt, Chairman
Term of office: Appointed on 6 January 2020
Background and suitability for the role: In January 2021 Claire was appointed Chief Advertising Officer and Chief
Executive Officer International at the Guardian Media Group, which she will fulfil alongside her current role at One
Media. Prior to this appointment Claire was chief financial operations and data officer for Hearst Europe having
held roles previously at Hearst UK. Prior to her roles at Hearst UK, Claire has served in lead financial and
management roles at BrightHouse, Selecta Group, Hobbycraft and Staples.
Brian Berg, Independent Non-Executive Director
Term of office: Appointed on 6 January 2020
Background and suitability for the role: Brian Berg is Chairman of Eclipse Global Entertainment. He also holds
senior media and music consultancy roles for various major companies and is Executive Producer on the hit
musical Dreamboats and Petticoats. Prior to this Brian was the President of Universal Music Enterprises and a
director of Universal Music, which is the biggest record company in the world. Brian has been chairman of
fundraising for the leading music industry charity Nordoff Robbins Music Therapy, as well as a governor of the
school and is still very involved with the charity.
Departure and Reason - None
19
Corporate Governance Report - continued
For the year ended 31 October 2021
7. Evaluate board performance based on clear and relevant objectives, seeking continuous
improvement
A board evaluation process led by the chairman took place January 2022. The review considered effectiveness
in a number of areas including general supervision and oversight, business risks and trends, succession and
related matters, communications, ethics and compliance, corporate governance and individual contribution.
A number of refinements in working practices were identified as a result of this exercise and have since been
adopted.
We will be considering the use of external facilitators in future board evaluations.
As the business expands, the executive directors will be challenged to identify potential internal candidates who
could potentially occupy board positions, and set out development plans for these individuals.
Departure and Reason - None
8. Promote a corporate culture that is based on ethical values and behaviours
Our long-term growth is underpinned by our five core values, they are:
1. We place our customers first, putting ourselves in their shoes to understand the current and future needs of
those who use our products and services, and always striving to exceed their expectations.
2. We have an enduring positive attitude that stems from being self-motivated, adaptable and agile and feeling
fully empowered to make a difference, speaking out with ideas and suggestions to make things better.
3. We are team players who recognise that OMIP is a company worth much more than the sum of its parts, we
are passionate about communicating with colleagues and with our customers and are committed to learning
from one another.
4. We are committed to innovation in what we do and how we do it, and to working smarter rather than harder
to reduce costs, increase efficiency and make lives easier by being creative, pragmatic and different.
5. We respect one another and are courteous, honest and straightforward in all our dealings, we honour
diversity, individuality and personal differences, and are committed to conducting our business with the
highest personal, professional and ethical standards.
The culture of the Group is characterised by these values which are communicated regularly to staff through
internal communications and forums. The core values are communicated to prospective employees in the Group’s
recruitment programmes and are considered as part of the selection process.
The board believes that a culture that is based on the five core values is a competitive advantage and consistent
with fulfilment of the group’s mission and execution of its strategy.
Departure and Reason - None
9. Maintain governance structures and processes that are fit for purpose and support good decision-
making by the board
The Board provides strategic leadership for the group and operates within the scope of a robust corporate
governance framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting
the culture, values and practices that operate throughout the business, and defining the strategic goals that the
Group implements in its business plans. The Board defines a series of matters reserved for its decision and has
approved terms of reference for its audit and remuneration committees to which certain responsibilities are
delegated. The chair of each committee reports to the board on the activities of that committee.
The Audit Committee monitors the integrity of financial statements, oversees risk management and control and
reviews external auditor independence.
20
Corporate Governance Report - continued
For the year ended 31 October 2021
The Remuneration Committee sets and reviews the compensation of executive directors including the setting of
targets and performance frameworks for cash- and share-based awards.
The Executive Board, consisting of the executive directors, operates as a management committee, chaired by
the Chairman, which reviews operational matters and performance of the business, and is responsible for
significant management decisions while delegating other operational matters to individual managers within the
business.
The Chairman has overall responsibility for corporate governance and in promoting high standards throughout
the group. They lead and chairs the board, ensuring that committees are properly structured and operate with
appropriate terms of reference, ensures that performance of individual directors, the board and its committees
are reviewed on a regular basis, leads in the development of strategy and setting objectives, and oversees
communication between the group and its shareholders.
The CEO provides coherent leadership and management of the group, leads the development of objectives,
strategies and performance standards as agreed by the board, monitors, reviews and manages key risks and
strategies with the board, ensures that the assets of the group are maintained and safeguarded, leads on investor
relations activities to ensure communications and the Group’s standing with shareholders and financial institutions
is maintained, and ensures that the board is aware of the views and opinions of employees on relevant matters.
The Executive Directors are responsible for implementing and delivering the strategy and operational decisions
agreed by the board, making operational and financial decisions required in the day-to-day operation of the Group,
providing executive leadership to managers, championing the Group’s core values and promoting talent
management.
The Independent Non-Executive Directors contribute independent thinking and judgement through the application
of their external experience and knowledge, scrutinise the performance of management, provide constructive
challenge to the executive directors and ensure that the group is operating within the governance and risk
framework approved by the board.
The Company Secretary is responsible for providing clear and timely information flow to the board and its
committees and supports the board on matters of corporate governance and risk.
The matters reserved for the board are:
(cid:120) Setting long-term objectives and commercial strategy.
(cid:120) Approving annual operating and capital expenditure budgets.
(cid:120) Changing the share capital or corporate structure of the group.
(cid:120) Approving half-year and full-year results and reports.
(cid:120) Approving dividend policy and the declaration of dividends.
(cid:120) Approving acquisitions, investments, disposals, capital projects or contracts.
(cid:120) Approving resolutions to be put to general meetings of shareholders and the associated documents or
circulars.
(cid:120) Approving changes to the board structure.
The board has approved the adoption of the QCA Code as its governance framework against which this statement
has been prepared and will monitor the suitability of this code on an annual basis and revise its governance
framework as appropriate as the Group evolves.
Departure and Reason - None
21
Corporate Governance Report - continued
For the year ended 31 October 2021
10. Communicate how the company is governed and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders
A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable
all interested parties to come to informed decisions about the company. In particular, appropriate communication
and reporting structures should exist between the board and all constituent parts of its shareholder base. This will
assist:
(cid:120)
(cid:120)
the communication of shareholders’ views to the board; and
the shareholders’ understanding of the unique circumstances and constraints faced by the company. It should
be clear where these communication practices are described (annual report or website).
Historical annual reports and other governance-related material, notices of all general meetings over the last five
years can be found on the website.
There have been no votes where a significant proportion of votes (e.g. 20% of independent votes) have been cast
against a resolution at any general meeting.
In addition to the investor relations activities described above, the following audit and remuneration committee
reports are provided.
Audit Committee Report
The Audit Committee’s continued focus is on the effectiveness of the controls throughout the group. The Audit
Committee consists of Claire Blunt, Chair, and Alice Dyson. The committee meets once a year, with the external
auditor, the Group CFO and CEO will be invited to attend these meetings.
Consideration will be given to the auditor’s pre- and post-audit reports and these will provide opportunities to
review the accounting policies, internal control and the financial information contained in both the annual and
interim reports.
Remuneration Committee Report
The remit of the Remuneration Committee is to determine the framework, policy and level of remuneration, and
to make recommendations to the board on the remuneration of executive directors. In addition, the committee
oversees the creation and implementation of all-employee share plans. The Remuneration Committee consists
of Brian Berg, Chair, and Michael Infante. The committee meets twice a year.
In setting remuneration packages the committee ensure that individual compensation levels, and total board
compensation, are comparable with those of other AIM-listed companies.
During the period under review the Remuneration Committee has granted options to executive and non-executive
directors of the company. In granting these options, the Remuneration Committee’s objective was to attract,
motivate and retain key staff over the long term, designed to incentivise delivery of the company's growth
objectives.
Departure and Reason - None
22
Corporate Governance Report
For the year ended 31 October 2021 continued
Report on Remuneration
Directors' remuneration
The Board recognises that Directors' remuneration is of legitimate concern to shareholders. The Group operates
within a competitive environment where performance depends on the individual contributions of the Directors and
employees and the Group believes in rewarding vision and innovation.
Policy on Executive Directors' remuneration
The Remuneration Committee is chaired by Brian Berg, Non-Executive Director and supported by Michael Infante,
CEO. The Remuneration Committee met with the Chairman at the beginning of the financial year to discuss, and
subsequently agreed, their recommendations for Executive Directors remuneration for the year.
Remuneration of the serving Directors for the year ended 31 October 2021 is as follows:
Michael Antony Infante
Alice Dyson
Steven Gunning
Claire Blunt
Brian Berg
Fees and
emoluments
Year ended
31 October
2021
Fees and
emoluments
Year ended
31 October
2020
£
187,259
143,969
104,051
41,432
41,432
518,143
£
148,803
114,011
87,963
44,295
44,295
439,367
Bonuses and Performance Conditions
Included in the Fees and Emoluments for Michael Anthony Infante are taxable benefits in respect of Health
Insurance of £nil (2020: £10,153), taxable benefit for a company car of £5,381 (2020: £6,627), attributable share
option cost of £12,863 (2020: £3,273) and pension contributions of £4,950 (2020: £3,750). Michael Infante did
not receive a bonus in the year (2020: £nil). Fees and Emoluments for Alice Dyson include taxable benefit for a
company car of £2,356 (2020: £9,702), attributable share option cost of £12,863 (2020: £1,309) and pension
contributions of £3,750 (2020: £3,000). Alice Dyson did not receive a bonus in the year (2020: £nil). Fees and
Emoluments for Steven Gunning include £31,500 (2020: 17,500) for his role as a director, £59,688 (2020:
£57,600) in respect of his role as a consultant and £12,863 (2020: £12,863) attributable share option costs. Steven
Gunning did not receive a bonus in the year (2020: £nil). Claire Blunt Fees include £35,000 (2020: £25,000) and
attributable share option cost of £6,432 (2020: £19,295). Brian Berg Fees include £35,000 (2020: £25,000) and
attributable share option cost of £6,432 (2020: £19,295).
Directors’ contracts do not include any specific performance criteria but implicit within their terms of their
engagements is that at all times they will seek to enhance shareholder value. Apart from share options granted
there are no other specific long term incentive plans for any of the Directors. The Company received qualifying
services from 5 (2020: 8) Directors under long term incentive qualifying schemes.
Notice periods
The Directors have contracts which are terminable on twelve months’ notice on either side for Michael Infante
and three months on either side for all the other Directors.
23
Independent Auditors' Report
to the Members of One Media iP Group Plc
Opinion
We have audited the financial statements of One Media IP Group Plc (the ‘Company’) for the year ended 31
October 2021 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and
Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated
and Company Statement of Cash Flows and notes to the financial statements, including a summary of significant
accounting policies. The financial framework that has been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by the European Union.
In our opinion:
(cid:120)
(cid:120)
(cid:120)
the financial statements give a true and fair view of the state of the Group and of the parent company’s affairs
as at 31 October 2021 and of the Group’s profit for the year then ended;
the financial statements have been properly prepared in accordance with IFRSs as adopted by the European
Union and, as regard the parent company’s financial statements, as applied in accordance with the provisions
of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act
2006.
Basis for opinion
We conducted our audit in accordance with International Standards of Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further discussed in the Auditor’s responsibilities for the audit
of the financial statements section of our report. We are independent of the Group and Company in accordance
with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the
FRC’s Ethical Standards as applied to listed entities, and we have fulfilled our ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a
going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
An overview of the scope of our audit
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) (‘ISAs (UK and
Ireland)’). Our audit approach was based on a thorough understanding of the company’s business and is risk-
based. We obtained an understanding the internal controls as required by Auditing Standards and carried out
appropriate substantive and analytical procedures. We undertook substantive testing on significant transactions,
balances and disclosures, the extent of which was based on our assessment of general and specific audit risks.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial statements of the current period and include the most significant assessed risks of
24
Independent Auditors' Report
to the Members of One Media iP Group Plc
material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect
on: the overall audit strategy; the allocation of resources in the audit; and directing efforts of the engagement
team. These matters were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters. We determined that
there were no key matters applicable to the parent company to communicate in our report.
Revenue recognition
Risk description
In common with most trading businesses, there is a risk of revenue being materially misstated, either by error or
fraud.
How the scope of our audit responded to the risk
To assess the appropriateness and completeness of revenue recognised in the year we performed the following
procedures:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
examined a sample of revenue transactions by reference to underlying source documentation;
examined on a sample basis the different types of revenue recognised during the year and around the period
end;
reviewed manual journals posted to the revenue account in the period and subsequent to year-end gaining
an understanding of the appropriateness of these;
reviewed accrued income at the balance sheet date and assessed its accuracy by reference to underlying
commercial agreements and subsequent events;
considered the appropriateness and application of the Group’s accounting policy for revenue recognition;
and
considered the disclosures in the financial statements regarding revenue.
Key observations
The results of our testing were satisfactory.
Completeness of royalty accrual
Risk description
The Company has a number of royalty agreements in place. Royalties are payable based on sales figures at
certain rates. There is a risk that the royalty accrual may be understated or overstated.
How the scope of our audit responded to the risk
To assess the appropriateness and completeness of royalty accrual recognised in the year we performed the
following procedures:
(cid:120)
(cid:120)
gained an understanding through walkthroughs performed and discussions with management of the process
in place for recognising royalty accruals; and
examined a sample of royalty accruals and preformed a recalculation of the accrual.
Key observations
The results of our testing were satisfactory.
Management override
Risk description
As directed by the ISAs, there is a presumed risk of fraud or error due to management’s ability to manipulate the
results.
25
Independent Auditors' Report
to the Members of One Media iP Group Plc
How the scope of our audit responded to the risk
Procedures:
(cid:120)
(cid:120)
examined journal adjustments made throughout the year; and
reviewed key areas that involved the use of management’s judgement or estimations.
Key observations
The results of our testing were satisfactory.
Valuation and existence of intangible assets
Risk description
The Company has a significant amount of intangible assets. There are various risks associated with these assets
including accurate capturing of costs to be capitalised, ensuring capitalised amounts meet the recognition criteria,
and impairment risk.
How the scope of our audit responded to the risk
To assess the appropriateness of the application of accounting standards and the assumptions and judgements
made by management in the recognition and measurement of intangibles we performed the following procedures:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
gained an understanding of how management recognise intangible assets of various classes;
examined the assets recognised and considered their recognition against the criteria detailed in IAS 38;
examined a sample of assets capitalised in the year to supporting evidence;
reviewed amortisation calculations and considered the appropriateness of the rates applied;
considered impairment risk;and
considered the disclosures in the financial statements regarding intangibles.
Key observations
The results of our testing were satisfactory.
Our application of materiality
We define materiality as the magnitude of misstatement or omission in the financial statements that makes it
probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced.
We use materiality both in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgment we determined overall materiality for the financial statements as a whole to
be £54,000 (2020: £50,000), based on 5% of operating profit. Performance materiality of £43,000 (2020: £40,000)
was applied for testing and it was agreed with the board that we would report on all audit differences in excess of
£2,700 (2020: £2,500), as well as differences below that threshold that, in our view, warranted reporting on
qualitative grounds. We also report on disclosure matters that we identified when assessing the overall
presentation of the financial statements.
Other information included in the annual report
The directors are responsible for the other information. The other information comprises the information included
in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the
financial statements does not cover the other information and, except to the extent otherwise explicitly stated we
do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit of otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine
26
Independent Auditors' Report
to the Members of One Media iP Group Plc
whether there is a material misstatement in the financial statements or a material misstatement in the other
information. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
(cid:120)
(cid:120)
the information given in the strategic report and the directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and parent company and its environment obtained
in the course of the audit, we have not identified material misstatements in the strategic report or the directors’
report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires
us to report to you if, in our opinion:
(cid:120)
adequate accounting records have not been kept by the parent company, or returns adequate for the audit
have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
(cid:120)
the financial statements are not in agreement with the accounting records and returns; or
(cid:120)
(cid:120)
certain disclosures of directors remuneration specified by law are not made; or
(cid:120) we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 11, the directors are responsible
for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for
such internal control as the directors determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group and parent company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors’ either intend to liquidate the Group and parent company
or to cease operating, or have no realistic alternative but to do so.
Auditors’ 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.
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 regarding irregularities occurring due to fraud rather than error, as fraud involves
intentional concealment, forgery, collusion, omission or misrepresentation.
27
Independent Auditors' Report
to the Members of One Media iP Group Plc
The specific procedures for this engagement that we designed and performed to detect material misstatements
in respect of irregularities, including fraud, were as follows:
(cid:120) Enquiry of management and those charged with governance around actual and potential litigation and
claims;
(cid:120) Enquiry of management and those charged with governance to identify any material instances of non-
compliance with laws and regulations;
(cid:120) Reviewing financial statement disclosures and testing to supporting documentation to assess
compliance with applicable laws and regulations;
(cid:120) Performing audit work to address the risk of irregularities due to management override of controls,
including testing of journal entries and other adjustments for appropriateness, evaluating the business
rationale of significant transactions outside the normal course of business and reviewing accounting
estimates for evidence of bias.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's
report.
Use of our report
This report is made solely to the Company's shareholders, as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's
shareholders those matters we are required to state to them in an Auditor's report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company
and the Company's shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.
Alexander Peal BSc(Hons) FCA DChA (Senior Statutory Auditor)
For and on behalf of
James Cowper Kreston
Chartered Accountants and Statutory Auditors
Reading Bridge House
George Street
Reading
RG1 8LS
21 April 2022
28
Registered Number: 05799897
Consolidated Statement of Comprehensive Income
For the year ended 31 October 2021
Revenue
Distribution charges
Royalty costs
Other costs
Net revenue
Amortisation of catalogues
Administration expenses
FOREX gains/(losses)
Operating profit
Share based payments
Finance costs
Finance income
Profit from continuing activities
Assets disposal
Profit on ordinary activities before taxation
Tax expense
for period attributable
Profit
to equity
shareholders and total comprehensive income
for the year
Basic earnings per share
Diluted earnings per share
Note
1
Year ended
31 October
2021
Year ended
31 October
2020
£
£
4,389,581
4,005,385
(1,107,127)
(435,386)
(66,542)
(1,002,805)
(481,832)
(61,397)
2,780,526
2,459,351
(599,308)
(1,040,706)
(64,554)
1,075,958
(77,178)
(184,045)
1
814,736
(93,939)
720,797
(176,222)
(523,170)
(919,250)
2,953
1,019,884
(62,465)
(223,384)
8
734,043
-
734,043
(103,846)
544,575
630,197
0.24p
0.20p
0.42p
0.33p
2
15
3
3
17
4
7
7
The Consolidated Statement of Comprehensive Income has been prepared on the basis that all operations are
continuing activities.
The notes on pages 34 to 56 form part of these financial statements.
29
Registered Number: 05799897
Consolidated Statement of Changes in Equity
For the year ended 31 October 2021
Share
Capital
Share
redemption
reserve
Share
premium
£
£
£
Share
based
payment
reserve
£
Retained
earnings
Total equity
£
£
At 1 November 2019
678,018
239,546
4,314,220
364,756
2,440,209 8,036,749
Proceeds from the issue
of new shares
431,713
Share based payment
charge
Profit for the year
Dividends paid
-
-
-
-
-
-
-
5,159,107
-
-
-
-
62,465
-
-
-
-
5,590,820
62,465
630,197
630,197
(74,582)
(74,582)
At 1 November 2020
1,109,731 239,546
9,473,327
427,221
2,995,824 14,245,649
Proceeds from the issue
of new shares
2,500
Share based payment
charge
Profit for the year
Dividends paid
-
-
-
-
-
-
-
11,250
-
-
-
-
77,178
-
-
-
-
13,750
77,178
544,575
544,575
(122,345)
(122,345)
At 31 October 2021
1,112,231 239,546
9,484,577
504,399
3,418,054 14,758,807
The notes on pages 34 to 56 form part of these financial statements.
30
Registered Number: 05799897
Consolidated Statement of Financial Position at 31 October 2021
Note
At
31 October
2021
At
31 October
2020
£
£
Assets
Non-current assets
Intangible assets
Property, plant and equipment
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Deferred tax
Total current liabilities
Borrowings
Total liabilities
Equity
Called up share capital
Share redemption reserve
Share premium account
Share based payment reserve
Retained earnings
Total equity
8
9
11
12
13
14
21
15
13,484,077
44,007
8,884,158
91,260
13,528,084
8,975,418
1,481,077
2,565,813
1,141,555
6,766,424
4,046,890
7,907,979
17,574,974
16,883,397
937,622
132,830
823,151
117,356
1,070,452
940,507
1,745,735
1,697,241
2,816,187
2,637,748
1,112,231
239,546
9,484,577
504,399
3,418,054
1,109,731
239,546
9,473,327
427,221
2,995,824
14,758,807
14,245,649
Total equity and liabilities
17,574,974
16,883,397
The notes on pages 34 to 56 form part of these financial statements.
The Consolidated Financial Statements were approved by the Directors on 21 April 2022 and signed on their
behalf by:
Michael Infante
Director
31
Registered Number: 05799897
Company Statement of Financial Position at 31 October 2021
Note
At
31 October
2021
£
At
31 October
2020
£
Assets
Non-current assets
Investments
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Deferred tax
Total current liabilities
Borrowings
Total liabilities
Equity
Called up share capital
Share redemption reserve
Share premium account
Share based payment reserve
Retained earnings
Total equity
10
11
12
13
14
21
15
16
16
16
16
124,554
493,817
11,423,598
2,314,653
7,454,333
6,388,047
13,738,251
13,842,380
13,862,805
14,336,197
169,362
24,995
194,357
140,220
24,995
165,215
1,745,735
1,697,241
1,940,092
1,862,456
1,112,231
239,546
9,484,577
403,374
682,985
1,109,731
239,546
9,473,327
326,196
1,324,941
11,922,713
12,473,741
Total equity and liabilities
13,862,805
14,336,197
The notes on pages 34 to 56 form part of these financial statements.
The Company Financial Statements were approved by the Directors on 21 April 2022 and signed on their behalf
by:
Michael Infante
Director
32
Registered Number: 05799897
Consolidated and Company Cash Flow Statement
For the year ended at 31 October 2021
Year ended
31 October
2021
Group
Year ended
31 October
2020
Group
Year ended
31 October
2021
Company
Year ended
31 October
2020
Company
£
£
£
£
from
flows
Cash
operating activities
Operating profit before tax
Amortisation
Depreciation
Share based payments
Finance income
Finance costs
(Increase) in receivables
Increase/(decrease)
payables
Corporation tax paid
720,798
599,169
50,509
77,178
(1)
184,045
(313,783)
(69,144)
(72,063)
in
734,043
523,170
18,504
62,465
(8)
223,384
(162,150)
(238,909)
(127,735)
(418,586)
369,263
-
77,178
(1)
-
(4,070,290)
(57,627)
-
-
(38,560)
(3)
-
275,472
144,017
178,193
-
-
Net cash inflow (outflow)
from operating activities
Cash flows from investing
activities
1,176,708
1,032,764
(3,898,419)
357,475
in
intellectual
Investment
property rights and TCAT
Investment in property, plant
and equipment
Finance income
Net cash used in investing
activities
Cash flows from financing
activities
(5,199,087)
(506,919)
-
(3,257)
1
(102,117)
8
-
1
(5,202,343)
(609,028)
1
-
-
3
3
Net proceeds from the issue of
new shares
Finance cost paid
Loan notes
Dividend paid
13,750
(114,873)
48,492
(122,345)
5,590,820
(109,136)
74,975
(74,582)
13,750
(114,873)
48,492
(122,345)
5,590,820
(109,136)
74,975
(74,582)
Net cash inflow (outflow)
from financing activities
Net change in cash and
cash equivalents
Cash at the beginning of
the year
(174,976)
5,482,077
(174,976)
5,482,077
(4,200,611)
5,905,813
(4,073,394)
5,839,555
6,766,424
860,611
6,388,047
548,492
Cash at the end of the year 2,565,813
6,766,424
2,314,653
6,388,047
33
Principal Accounting Policies
For the year ended 31 October 2021
Basis of preparation
The Company is a public limited company incorporated and domiciled in England under the Companies Act 2006.
The Board has adopted and complied with International Financial Reporting Standards (IFRS) as adopted by the
European Union. The Company's shares were admitted for trading on the AIM market of the London Stock
Exchange on 18 April 2013.
Basis of consolidation
The Group financial statements consolidate those of the Company and all its subsidiary undertakings drawn up
to the balance sheet date. Subsidiaries are entities over which the Group has the power to control the financial
and operating policies so as to obtain benefits from their activities. The Group obtains and exercises control
through voting rights.
Unrealised gains or losses on transactions between the Group and its subsidiaries are eliminated. Amounts
reported in the financial statements of subsidiaries are adjusted where necessary to ensure consistency with the
accounting policies adopted by the Group.
Acquisitions of subsidiaries are dealt with by the equity method. The equity method involves the recognition of
the fair value of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the
acquisition date, regardless of whether or not they were recorded in the financial statements of the subsidiary
prior to acquisition. On initial recognition, the assets and liabilities of the subsidiary are included in the
consolidated balance sheet at fair values, which are also used as the basis for subsequent measurement in
accordance with the Group accounting policies. Goodwill is stated after separating out identifiable intangible
assets. Goodwill represents the excess of acquisition cost over the fair value of the Group's share of the
identifiable net assets of the acquired subsidiary at the date of acquisition.
Revenue
The Group recognises revenue when performance obligations have been satisfied and for the Group this is when
the services have been provided to the customer and the customer has control over use of the services. In
principle therefore, revenue is recognised to the extent that the Group has obtained the right to consideration
through its performance.
Revenue, excluding VAT, represents the value of income arising from digital distribution, licences and goods
delivered or title passed. In the case of digital income revenue is recognised when reported to the Group and
where reasonable estimates can be made of digital stores income still to be reported at any point of time.
In line with normal accounting practice revenue is reported gross received and receivable.
Commercial advances
To the extent that commercial advances are un-recouped at the year end any outstanding amounts are included
in Other payables. The outstanding balances are calculated in line with underlying contractual obligations.
Going concern
The Directors monitor the capital and liquidity requirements of the Group and its subsidiaries on a regular basis.
They have also reviewed cash flow forecasts which are based on assumptions about the future returns from
existing Catalogues and the annual operating cost. Based on these sources of information and their own
judgement the Directors believe it is appropriate to prepare the Consolidated Financial Statements of the Group
on a going concern basis. The business has a robust recurring income model that lends itself to remote working,
much like its major partners. As a result of a planned disaster recovery process all of the Group’s business
operations are expected to continue as normal. However, the Group understands that it cannot control the effects
on third parties and their business operations. In the event of a material drop in revenue the Group has significant
cash reserves that enables it to continue to operate during this period without any adverse impact on the business.
34
Principal Accounting Policies
For the year ended 31 October 2021
Taxation
Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating
to the current or prior reporting period, that are unpaid at the balance sheet date. They are calculated according
to the tax rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable result for
the year. All changes to current tax assets or liabilities are recognised as a component of tax expense in the
income statement.
Deferred income taxes are calculated using the liability method of temporary differences. This involves the
comparison of the carrying amounts of assets and liabilities in the consolidated financial statements with their
respective tax bases. However deferred tax is not provided on the initial recognition of goodwill, nor on the initial
recognition of an asset or liability unless the related transaction is a business combination or affects tax or
accounting profit. Deferred tax on temporary differences associated with shares in subsidiaries is not provided if
reversal of these temporary differences can be controlled by the Group and it is probable the reversal will not
occur in the foreseeable future. In addition, tax losses available to be carried forward as well as other income tax
credits to the Group are assessed for recognition as deferred tax assets.
Intangible assets
Licences and other intangible assets
Licences and other intangible assets, including labour capitalised under IAS38 Intangible Assets, are valued at
cost less accumulated amortisation. Capitalised labour represents costs incurred in "ingesting" products and the
compilation of existing content into new and revised albums. Amortisation is calculated to write off the cost in
equal amounts over the life of the licences and other intangible assets (between 24 months and 25 years).
Licences and intangible assets are subject to annual impairment reviews.
Assets acquired as part of a business combination
In accordance with IFRS 3 revised “Business Combinations", an intangible asset acquired in a business
combination is deemed to have a cost to the Group of its fair value at the acquisition date. The fair value of the
intangible asset reflects market expectations about the probability that the future economic benefits embodied in
the asset will flow to the Group. The fair value is then amortised over the economic life of the assets. Where an
intangible asset might be separable, but only together with a related tangible or intangible asset, the Group of
assets is recognised as a single asset separable from goodwill where the individual fair values of the assets in
the Group are not reliably measurable. Where the individual fair value of the complimentary assets are not reliably
measurable, the Group recognises them as a single asset provided the individual assets have similar useful lives.
Impairment of intangible assets, property, plant and equipment
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows (cash generating units). As a result, some assets are tested individually for impairment and
some are tested at cash-generating unit level.
Individual assets or cash-generating units, other than intangible assets with an identifiable useful life, and those
intangible assets not yet available for use are tested for impairment at least annually. All other individual assets
or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recovered.
An impairment loss is recognised in the income statement for the amount by which the asset's or cash-generating
unit's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value,
reflecting market conditions less costs to sell, and value in use based on an internal discounted cash flow
evaluation. Impairment losses recognised for cash-generating units are charged to the assets in the cash
generating unit. All assets are subsequently reassessed for indications that an impairment loss previously
recognised may no longer exist. An impairment loss is reversed if there has been a favourable change in the
estimates used to determine the assets recoverable amount and only to the extent that the asset's carrying
amount does not exceed the carrying amount that would have been determined net of amortisation, if no
impairment had been recognised.
35
Principal Accounting Policies
For the year ended 31 October 2021
Financial assets
The Group's financial assets include cash and other receivables.
All financial assets are recognised when the Group becomes party to the contractual provisions of the investment.
All financial assets are initially recognised at fair value, plus transaction costs.
Non-compounding interest and other cash flows resulting from holding financial assets are recognised in the
income statement when received, regardless of how the related carrying amount of financial assets is measured.
Trade and other receivables are subsequently measured at amortised cost. Trade and other receivables are
provided against when objective evidence is received that the Group will not be able to collect all amounts due to
it in accordance with the original terms of the receivables. The amount of the write-down is determined as the
difference between the asset's carrying amount and the present value of estimated cash flows.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, bank deposits, together with short-term highly liquid
investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk
of change in value with original maturities of three months or less from the date of acquisition.
Equity
The share capital is determined using the nominal value of shares that have been issued.
The share premium account represents premiums received on the initial issuing of share capital. Any transaction
costs associated with the issuing of shares are deducted from share premium, net of any related income tax
benefits.
Retained earnings include all current and prior period results as disclosed in the income statement.
Financial liabilities
The Group's financial liabilities include trade and other payables. Financial liabilities are obligations to pay cash
or other financial assets and are recognised when the Group becomes party to the contractual provisions of the
instrument.
All financial liabilities are recognised initially at fair value, net of direct issue costs, and are subsequently recorded
at amortised cost using the effective interest method with interest charges recognised as an expense in the
income statement.
Dividend distributions to shareholders are included in "other short term financial liabilities" when dividends are
approved by the shareholders' before the year end.
36
Principal Accounting Policies
For the year ended 31 October 2021
Provisions, contingent liabilities and contingent assets
Provisions are recognised when present obligations will probably lead to an outflow of economic resources from
the Group and they can be estimated reasonably. Timing or the amount of the outflow may still be uncertain. A
present obligation arises from the presence of a legal or constructive commitment that has resulted from past
events. For example, legal disputes or onerous contracts.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most
reliable evidence available at the balance sheet date, including the risks and uncertainties associated with the
present obligation. Any reimbursement expected to be received in the course of the settlement of the present
obligation is recognised, if virtually certain as a separate asset, not exceeding the amount of the related provision.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is
determined by considering the class of obligations as a whole. In addition, long term provisions are discounted to
present values, where the time value of money is material. All provisions are reviewed at each balance sheet date
and adjusted to reflect the current best estimate.
In those cases where the possible outflow of economic resource as a result of the present obligation is considered
improbable or remote, or the amount to be provided cannot be measured reliably, no liability is recognised in the
balance sheet. Probable inflows of economic benefits to the Group that do not yet meet the recognition criteria
are considered contingent assets.
Property, plant and equipment
Measurement basis
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. The cost
of an asset comprises its purchase price and any directly attributable costs of bringing the asset to the working
condition and location for its intended use. In the case of new internally generated software creation and
improvements this includes capitalised labour. Subsequent expenditure relating to property, plant and equipment
is added to the carrying amount of the assets only when it is probable that future economic benefits associated
with the item will flow to the Group and the cost of the item can be measured reliably. All other costs, such as
repairs and maintenance are charged to the income statement during the period in which they are incurred.
When assets are sold any gain or loss resulting from their disposal, being the difference between the net disposal
proceeds and the carrying amount of the assets is included in the income statement.
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently
measured at amortised cost. Any difference between the proceeds and the redemption amount is recognised in
the statement of comprehensive income over the period of the borrowings using the effective interest method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that
it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw
down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn
down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to
relates.
it
which
Borrowings are removed from the statement of financial position when the obligation specified in the contract is
discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been
extinguished or transferred to another party and the consideration paid, including any noncash assets transferred
or liabilities assumed, is recognised in profit or loss as other income or finance costs.
Fund raise costs
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction,
net of tax, from the proceeds.
37
Principal Accounting Policies
For the year ended 31 October 2021
Property, plant and equipment - continued
Lease policy
The date of initial application of IFRS 16 for the Group is November 2019. Refer to Note 21 for impact of
adoption of IFRS 16.
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases
and leases of low-value assets. The Group recognises lease liabilities representing obligations to make lease
payments and right-of-use assets representing the right to use the underlying assets.
i) Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-
of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments
made at or before the commencement date less any lease incentives received.
Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated
useful lives of the assets, as follows:
• Buildings 2 years
• Motor vehicles and other equipment 3 years
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise
of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets
are also subject to impairment. Refer to the Impairment of intangible assets, property, plant and equipment in the
principal accounting policies.
ii) Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of
lease payments to be made over the lease term. The lease payments include fixed payments (including in-
substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index
or a rate, and amounts expected to be paid under residual value guarantees.
The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by
the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the
option to terminate.
Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are
incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of
interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is
remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes
to future payments resulting from a change in an index or rate used to determine such lease payments) or a
change in the assessment of an option to purchase the underlying asset.
38
Principal Accounting Policies
For the year ended 31 October 2021
Property, plant and equipment - continued
The Group’s lease liabilities are included in trade and other payables (see Note 13).
iii) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of machinery and
equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do
not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of
office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-
value assets are recognised as expense on a straight-line basis over the lease term.
Depreciation
Depreciation is calculated so as to write off the cost of property, plant and equipment, less its estimated residual
value, which is revised annually, over its useful economic life as follows:
Furniture and fixtures - 33.33% straight line
Office equipment - 33.33% straight line
Right of use assets - over remaining life of the lease
Investment in subsidiary
Investment in subsidiary undertakings is shown at cost, less any provision for impairment.
Foreign currency
The Consolidated Financial Statements are presented in UK Sterling which is also the functional currency of the
parent Company. Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of
exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the
rate of exchange ruling at the date of the transaction. Exchange differences are taken into account in arriving at
the Income Statement.
Non-monetary items measured at historical cost are translated using the exchange rates at the date of the
transaction (not retranslated). Non-monetary items measured at fair value are translated using the exchange rates
at the date when the fair value was determined.
Operating segments
A segment is a distinguishable component of the Group that is engaged either in a particular business (business
segment) or conducting business in a particular geographic area (geographic segment), which is subject to risks
and rewards that are different from other segments.
The Group operates in one significant business segment which is the digital “net-label” market, the results of
which are seen in the Consolidated Statement of Comprehensive Income.
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances. The Group
makes estimates and assumptions about the future. The resulting accounting estimates will, by definition, seldom
equal the related actual results. The estimates and assumptions that have a risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next accounting year are discussed below.
39
Principal Accounting Policies
For the year ended 31 October 2021
Impairment of assets
The Group conducts impairment reviews of assets when events or changes in circumstances indicate that the
carrying amounts may not be recoverable annually, or in accordance with the relevant accounting standards. An
impairment loss is recognised when the carrying amount of an asset is higher than the greater of its net selling
price or the value in use. In determining the value in use, management assesses the present value of the
estimated future cash flows expected to arise from the continuing use of the asset and from its disposal at the
end of its useful life. Estimates and judgements are made in respect of the potential impairment of goodwill,
intellectual property, licences and other intangible assets.
Internally generated intangible assets and software systems
The Group capitalises labour in respect of intangible assets and internally generated software. Significant
judgement is required in estimating the time and cost involved in these activities and distinguishing the research
from the development phase. Development costs are recognised as an asset whereas research costs are
expensed as incurred.
Share option and warrant policy
The Group has applied the requirements of IFRS 2 Share-Based Payment.
The Group operates both approved and unapproved share option and warrant schemes for the Directors, senior
management and certain employees.
Where share options and warrants are awarded, the fair value of the instruments at the date of grant is charged
to the Statement of Comprehensive Income over the vesting period. Non-market vesting conditions are taken into
account by adjusting the number of equity instruments expected to vest at each reporting date so that ultimately
the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.
Market vesting conditions are factored into the fair value of the options granted, as long as other vesting conditions
are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
Where the terms and conditions of the instruments are modified before they vest, any increase in fair value of
these instruments, measured immediately before and after the modification is also charged to the Statement of
Comprehensive Income over the remaining vesting period.
Fair value is measured using the Black-Scholes model. The expected life used in the model has been adjusted,
based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioral
conditions.
Fundraising costs
Fundraise costs have been allocated to the balance sheet and are amortised over the period of the debt facility.
Adoption of new or amended IFRS
New standards, interpretations and amendments not yet effective.
At the date of signing of these financial statements, the Group has not applied the following new and revised
IFRSs that have been issued but are not yet effective and had not yet been adopted by the EU:
IFRS 17 – Insurance contracts
IFRS 17 requires insurance liabilities to be measured at a current fulfilment value and provides a more
uniform measurement and presentation approach for all insurance contracts. These requirements are designed
to achieve the goal of a consistent, principle-based accounting for insurance contracts. IFRS 17 supersedes IFRS
4.
40
Principal Accounting Policies
For the year ended 31 October 2021
Adoption of new or amended IFRS – continued
Insurance Contracts as of 1 January 2021.
Effective for annual reporting periods beginning on or after 1 January 2021.
As the Group does not offer insurance products this new standard is not expected to have a material
impact on the Group.
Classification of liabilities as current or non-current (amendments to IAS 1)
The amendments aim to promote consistency in applying the requirements by helping companies determine
whether, in the statement of financial position, debt and other liabilities with an uncertain
settlement date should be classified as current (due or potentially due to be settled within one year) or
non-current.
Effective for annual reporting periods beginning on or after 1 January 2022.
The Group expects to adopt the amendment for the first time in the 2022 annual financial statements. The impact
of this amendment will depend on the nature of debt and other liabilities arising.
Property, Plant and Equipment — Proceeds before Intended Use (Amendments to IAS 16)
The amendments amend IAS 16 to prohibit deducting from the cost of an item of property, plant and
equipment any proceeds from selling items produced while bringing that asset to the location and
condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity
recognises the proceeds from selling such items, and the cost of producing those items, in profit or loss.
Effective for annual reporting periods beginning on or after 1 January 2022.
The Group expects to adopt the amendment for the first time in the 2022 annual financial statements. The Group
does not expect this amendment will have a material impact.
Annual Improvements 2018-2020 Cycle
These annual improvements will make the following amendments:
IFRS 1 First-time Adoption of International Financial Reporting Standards - Subsidiary as a first-time
adopter. The amendment permits a subsidiary that applies paragraph D16(a) of IFRS 1 to measure
cumulative translation differences using the amounts reported by its parent, based on the parent’s date of
transition to IFRSs.
IFRS 9 Financial Instruments - Fees in the ‘10 per cent’ test for derecognition of financial liabilities. The
amendment clarifies which fees an entity includes when it applies the ‘10 per cent’ test in paragraph B3.3.6 of
IFRS 9 in assessing whether to derecognise a financial liability. An entity includes only fees paid or received
between the entity (the borrower) and the lender, including fees paid or received by either the entity or the lender
on the other’s behalf.
IAS 41 Agriculture - Taxation in fair value measurements. The amendment removes the requirement in
paragraph 22 of IAS 41 for entities to exclude taxation cash flows when measuring the fair value of a
biological asset using a present value technique. This will ensure consistency with the requirements in
IFRS 13.
Effective for annual reporting periods beginning on or after 1 January 2022.
The Group expects to adopt the amendment for the first time in the 2022 annual financial statements. The Group
does not expect this amendment will have a material impact.
Reference to the Conceptual Framework (Amendments to IFRS 3)
These amendments will result in the following changes to IFRS 3:
i) update IFRS 3 so that it refers to the 2018 Conceptual Framework instead of the 1989 Framework;
41
Principal Accounting Policies
For the year ended 31 October 2021
Adoption of new or amended IFRS – continued
ii) add to IFRS 3 a requirement that, for transactions and other events within the scope of IAS 37 or IFRIC 21, an
acquirer applies IAS 37 or IFRIC 21 (instead of the Conceptual Framework) to identify the liabilities it has assumed
in a business combination; and
iii) add to IFRS 3 an explicit statement that an acquirer does not recognise contingent assets acquired in a
business combination.
Effective for annual reporting periods beginning on or after 1 January 2022.
The Group expects to adopt the amendment for the first time in the 2022 annual financial statements. The Group
does not expect this amendment will have a material impact.
Covid-19-Related Rent Concessions (Amendment to IFRS 16)
Amends IFRS 16 to provide lessees with an exemption from assessing whether a COVID-19-related rent
concession is a lease modification. The changes:
i) provide lessees with an exemption from assessing whether a COVID-19-related rent concession is a
lease modification;
ii) require lessees that apply the exemption to account for COVID-19-related rent concessions as if they
were not lease modifications;
iii) require lessees that apply the exemption to disclose that fact; and
iv) require lessees to apply the exemption retrospectively in accordance with IAS 8, but not require them to restate
prior period figures.
The practical expedient applies to COVID-19-related rent concessions that result in reduction in lease
payments due on or before 30 June 2021.
Effective for annual reporting periods beginning on or after 1 June 2020.
The Group expects to adopt the amendment for the first time in the 2021 annual financial statements. The Group
does not expect this amendment will have a material impact.
The Directors do not expect that the adoption of the Standards listed above will have a material impact on the
financial statements of the Group in future periods.
42
Notes to the Consolidated Financial Statements
For the year ended 31 October 2021
1. Revenue
Revenue is the amount attributable to the Group's principal activity undertaken in the United Kingdom. The
geographic split of Group revenue is as follows:
United Kingdom
North America & rest of world
Europe
Year ended
31 October
2021
Year ended
31 October
2020
£
£
148,866
3,909,097
331,618
111,778
3,518,708
374,899
4,389,581
4,005,385
The Group considers it has one business segment with all its Profit ultimately earned from its sole activity in the
United Kingdom.
Included in revenues for the year ended 31 October 2021 it is estimated that £867,000 (2020: £802,000) is from
its largest ultimate customer and £412,000 (2020: £381,000) from its second largest ultimate customer. Together
these represent 29.1% (2020: 29.5%) of the total Group revenue for the year. In addition, the company relies on
a distribution aggregator (The Orchard) who channels approximately 63% (2020: 62%) of the Group’s turnover.
2. Operating profit
Operating profit is stated after charging:
Group
Directors' remuneration
Amortisation of intangible assets
Depreciation of plant, property and equipment
Auditors' remuneration - audit fees
Auditors' remuneration - taxation
Difference on foreign exchange
Year ended
31 October
2021
Year ended
31 October
2020
£
518,142
559,308
50,509
19,600
5,850
64,554
£
446,867
523,170
18,505
17,000
4,450
(2,953)
Included in audit fees above is £6,500 (2020: £6,500) for the audit of the parent Company.
43
Notes to the Consolidated Financial Statements
For the year ended 31 October 2021
3. Finance cost and finance income
Finance costs
Interest receivable
4. Taxation
Analysis of the charge for the year
UK corporation tax charge
Deferred tax
Year ended
31 October
2021
Year ended
31 October
2020
£
£
(184,045)
1
(223,384)
8
Year ended
31 October
2021
Year ended
31 October
2020
£
£
171,122
5,100
72,063
31,783
176,222
103,846
The standard rate of tax for the year, based on the UK standard rate of corporation tax is 19% (2020: 19%). The
actual tax charge for the periods is different than the standard rate for the reasons set out in the following
reconciliation:
Reconciliation of current tax charge
Year ended
31 October
2021
Year ended
31 October
2020
£
£
Profit on ordinary activities before tax
814,737
734,043
Tax on profit on ordinary activities at 19% (2020: 19%)
Effects of:
Non-deductible expenses
Adjustments to tax charge in respect of previous
periods
Fixed asset timing differences
Depreciation in excess of capital allowances
Share scheme deduction
Research and development
Total tax charge
154,800
139,468
18,071
-
5,100
8,768
14,869
-
31,783
(4,430)
(10,517)
(77,844)
176,222
103,846
In the Spring Budget 2021, the Government announced that from 1 April 2023 the corporation tax rate will increase
to 25%. As the proposal to increase the rate to 25% had not been substantively enacted at the balance sheet
date, its effects are not included in these financial statements. However, it is likely that the overall effect of the
change, had it been substantively enacted by the balance sheet date, would be to increase the tax expense for
the period by £22,757.
44
Notes to the Consolidated Financial Statements
For the year ended 31 October 2021
5. Employee information
Directors' emoluments - excluding applicable share option
and pension charges
Fees paid to directors
Share option charge
Wages and salaries
Social security
Pension
Benefit in kind
Year ended
31 October
2021
Year ended
31 October
2020
£
£
390,565
59,688
77,178
158,439
58,679
7,011
1,068
752,628
384,082
57,600
62,465
279,288
53,158
11,226
3,858
851,677
The average monthly number of Group employees (excluding non-executive directors) during the year was as
follows:
Year ended
31 October
2021
Year ended
31 October
2020
Technical, creative technicians and management
11
10
6. Parent Company Profit and Loss Account
The loss for the year to 31 October 2021 dealt within in the financial statements of the parent Company was
£540,931 (2020: profit £132,208). As permitted by section 408 of the Companies Act 2006, no separate profit and
loss account is prepared for the parent Company.
7. Earnings per share
The weighted average number of shares in issue for the basic earnings per share calculations is 223,973,646
(2020: 149,252,562) and for the diluted earnings per share assuming the exercise of all warrants and share
options is 267,606,979 (2020: 189,047,539).
The calculation of basic earnings per share is based on the profit for the period of £544,575 (2020: £630,197).
Based on the weighted average number of shares in issue during the year of 223,973,646 (2020: 149,252,562)
the basic earnings per share is 0.24p (2020: 0.42p). The diluted earnings per share is based on 267,606,979
shares (2020: 189,047,539) and is 0.20p (2020: 0.33p).
45
Notes to the Consolidated Financial Statements
For the year ended 31 October 2021
8. Intangible assets - Group
Cost
At 1 November 2019
Additions
Disposals
At 31 October 2020
Additions
Disposals
At 31 October 2021
Amortisation
At 1 November 2019
Charge for the year
Disposals
At 31 October 2020
Charge for the year
Disposals
At 31 October 2021
Net book value
At 31 October 2021
At 31 October 2020
Intangible
assets
£
10,707,571
506,920
-
11,214,491
5,293,028
(93,939)
16,413,578
1,807,163
523,169
-
2,330,332
599,169
-
2,929,501
13,484,077
8,884,159
All amortisation is included in Cost of sales in the Consolidated Statement of Comprehensive Income.
46
Notes to the Consolidated Financial Statements
For the year ended 31 October 2021
9. Property, plant and equipment - Group
Office
equipment
Fixtures
and
fittings
Total
Right of
Use
assets
£
£
£
£
67,155
3,425
-
70,580
3,256
-
11,294
-
-
11,294
-
-
-
98,692
-
78,449
102,117
-
98,692
180,566
-
-
3,256
-
Cost
At 1 November 2019
Additions
Disposals
At 31 October 2020
Additions
Disposals
At 31 October 2021
73,836
11,294
98,692
183,822
Depreciation
At 1 November 2019
Charge for the year
Disposals
At 31 October 2020
Charge for the year
Disposals
At 31 October 2021
Net book value
At 31 October 2021
At 31 October 2020
59,922
5,801
-
65,723
3,351
-
69,074
4,762
4,857
10,879
217
-
-
12,487
-
70,801
18,505
-
11,096
12,487
89,306
198
-
46,960
-
50,509
-
11,294
59,447
139,815
-
198
39,245
44,007
86,205
91,260
All depreciation is included in administrative expenses in the Consolidated Statement of Comprehensive Income.
47
Notes to the Consolidated Financial Statements
For the year ended 31 October 2021
10. Investment in subsidiary undertakings
At 1 November 2020
Asset disposal
At 31 October 2021
Total
£
493,817
(369,263)
124,554
The Company holds interests in the following subsidiary undertakings.
Company
One Media iP Limited
Company number 05536271
Country of
incorporation
England and
Wales
Nature of business
Class of
shares
Share
held %
Audio-visual content
Ordinary
100%
One Media Intellectual Property Limited
Company number 08224199
England and
Wales
Dormant
One Media Publishing Limited
Company number 082123128
England and
Wales
Dormant
OMIP Ltd
Company number 10585974
England and
Wales
Dormant
TCAT OMIP Limited
Company number 10586072
England and
Wales
Dormant
Men & Motors Limited
Company number 10582506
England and
Wales
Dormant
Harmony IP Limited
Company number 11974465
England and
Wales
Dormant
Ordinary
100%
Ordinary
100%
Ordinary
100%
Ordinary
100%
Ordinary
100%
Ordinary
100%
TCAT Limited
Company number NI669086
Northern
Ireland
Other
technology
activities
information
service
Ordinary
92%
The Company's investment at the balance sheet date is 100% of the share capital of the unlisted companies One
Media iP Limited, One Media Intellectual Property Limited, One Media Publishing Limited, OMIP Ltd, Men &
Motors Limited and Harmony IP Limited with the TCAT Limited investment at 92%. All of the above subsidiaries
principal place of business is 623 East Props Building, Pinewood Studios, Iver Heath, Bucks SL0 0NH.
All the above activities are included in the consolidated financial statements.
11. Receivables
Year ended
31 October
2021
Group
£
Year ended
31 October
2020
Group
£
Year ended
31 October
2021
Company
£
Year ended
31 October
2020
Company
£
Amounts owed by group
undertakings
Trade receivables
Social security and other taxes 33,587
Other receivables
Prepayments
-
326,427
1,053,156
67,907
-
277,656
7,848
798,130
57,921
11,365,251
-
-
6,998
51,349
7,400,705
-
-
33,317
20,311
1,481,077
1,141,555
11,423,598
7,454,333
48
Notes to the Consolidated Financial Statements
For the year ended 31 October 2021
11. Receivables – continued
Trade and other receivables are usually due within 30 to 90 days and do not bear any effective interest. A provision
of £nil (2020: £nil) was made for doubtful debts at 31 October 2021.
12. Cash and cash equivalents
An analysis of cash and cash equivalent balances by currency is shown below:
Year ended
31 October
2021
Group
Year ended
31 October
2020
Group
Year ended
31 October
2021
Company
Year ended
31 October
2020
Company
£
£
£
£
GB£
US$
Euro
2,332,682
221,333
11,798
6,401,826
346,890
17,708
2,314,653
-
-
6,388,047
-
-
2,565,813
6,766,424
2,314,653
6,388,047
13. Trade and other payables
Year ended
31 October
2021
Group
£
Year ended
31 October
2020
Group
£
Year ended
31 October
2021
Company
£
Year ended
31 October
2020
Company
£
Current
Trade payables
Social security and other taxes 25,093
Corporation tax
Accruals & deferred Income
Other payables
RoU liabilities
156,441
150,012
389,428
39,245
177,403
101,330
-
67,843
129,219
438,554
86,205
55,761
-
-
113,601
-
-
44,745
-
-
95,475
-
-
937,622
823,151
169,362
140,220
The fair value of trade and other payables has not been disclosed as, due to their short duration, management
considers the carrying amounts recognised in the balance sheet to be a reasonable approximation of their fair value.
49
Notes to the Consolidated Financial Statements
For the year ended 31 October 2021
14. Deferred tax liability
Group
Opening balance
Origination and reversal of timing differences
Total deferred tax liability
Year ended
31 October
2021
Year ended
31 October
2020
£
117,356
15,474
132,830
£
85,573
31,783
117,356
The Group has estimated trading losses of £nil (2020: £nil) available for carry forward against future trading
profits.
Company
Opening balance
Other timing differences
Unrelieved tax losses
Total deferred tax liability
15. Share capital
Group and Company
Authorised:
Year ended
31 October
2021
Year ended
31 October
2020
£
24,995
-
-
24,995
£
24,995
-
-
24,995
2021
£
2020
£
200,000,000 ordinary shares of 0.5p each
1,000,000
1,000,000
Issued:
222,446,249 (2020: 221,946,249) ordinary shares of 0.5p each
1,112,231
1,109,731
50
Notes to the Consolidated Financial Statements
For the year ended 31 October 2021
15. Share capital - continued
The movement in the issued share capital over the last year has been as follows:
Balance at 1 November 2020
Shares issued in period
Balance at 31 October 2021
£
1,109,731
2,500
1,112,231
On 21 April 2015 a further 1,200,000 share options of 9p were issued to 2 directors and 1 member of staff remain
outstanding at 31 October 2021 (2020: 1,200,000). These options are exercisable on or before 20 April 2022.
On 22 December 2017 a further 2,000,000 share options of 9p were issued to 3 directors and 1 member of staff
remain outstanding at 31 October 2021 (2020: 2,000,000). These options are exercisable on or before 21
December 2022.
On 25 September 2018 a further 30,833,333 share options of 6p were issued and remain outstanding at 31
October 2021 (2020: 30,833,333). These options are exercisable on or before 24 September 2025.
On 11 April 2019 a further 3,800,000 share options of 6p were issued to 3 directors and 1 member of staff remain
outstanding at 31 October 2021 (2020: 3,800,000). These options are exercisable on or before 30 October 2026.
On 3 April 2020 a further 2,000,000 share options of 6p were issued to 3 directors and remain outstanding at 31
October 2021 (2020: 2,000,000). These options are exercisable on or before 30 October 2026.
On 15 April 2021 a further 3,000,000 share options of 7.31p were issued to 5 directors and 3 members of staff
remain outstanding at 31 October 2021. These options are exercisable on or before 30 October 2026.
All share options issues were made to underpin key Directors and senior staff service conditions. The share based
payment charge in relation to these share options is spread over the period of subscription.
The share price of the options granted on 5 June 2014 was 14.5p per share. The Fair Value of these options,
based on the Black Scholes model, was 21.87p per share based on a risk free interest rate of 5% and a volatility
of 40%. A share option charge of £nil has been made for the year ended 31 October 2021 (2020: £3,158).
The share price of the options granted on 21 April 2015 was 9p per share. The Fair Value of these options, based
on the Black Scholes model, was 13.57p per share based on a risk free interest rate of 5% and a volatility of 40%.
A share option charge of £nil has been made for the year ended 31 October 2021 (2020: £7,855).
The share price of the options granted on 3 April 2020 was 6p per share. The Fair Value of these options, based
on the Black Scholes model, was 8.57p per share based on a risk free interest rate of 5% and a volatility of 40%.
A share option charge of £nil has been made for the year ended 31 October 2021 (2020: £51,452).
The share price of the options granted on 15 April 2021 was 7.31p per share. The Fair Value of these options,
based on the Black Scholes model, was 8.57p per share based on a risk free interest rate of 5% and a volatility
of 40%. A share option charge of £77,178 has been made for the year ended 31 October 2021.
51
Notes to the Consolidated Financial Statements
For the year ended 31 October 2021
16. Company reserves
Share
redemption
reserve
Share
premium
£
£
Share
based
payment
reserve
£
Retained
earnings
Total
£
£
At 1 November 2019
239,546
4,314,220
263,731
1,457,149 6,274,646
Proceeds from the issue of
new shares
Fund raise costs
Share based payment charge
(as restated)
Profit / (loss) for the year (as
restated)
Dividend paid
-
-
-
-
-
5,612,265
(453,158)
-
-
-
-
-
62,465
-
-
-
-
-
5,612,265
(453,158)
62,465
(57,626)
(57,626)
(74,582)
(74,582)
At 1 November 2020
239,546
9,473,327
326,196
1,324,941 11,364,010
Proceeds from the issue of
new shares
Fund raise costs
Share based payment charge
Profit / (loss) for the year
Dividend paid
-
-
-
-
-
11,250
-
-
-
-
-
-
77,178
-
-
-
-
-
11,250
-
77,178
(519,611)
(519,611)
(122,345)
(122,345)
At 31 October 2021
239,546
9,484,577
403,374
682,985
10,810,482
The Consolidated Statement of Changes in Equity is shown on page 26.
17. Asset disposals
The asset disposed in the year ended 31 October 2021 of £93,939 related to the carrying value of a dormant
Group subsidiary, Collecting Records LLP.
18. Dividends
The total dividend paid in the year ended 31 October 2021 was £122,345 (2020: £74,582).
19. Contingent liabilities
Due to the nature of the business, from time to time, claims will be made against the Group. Nonetheless, the
Directors are not aware of any claims that are likely to be successful and, in their opinion, result in a material
liability.
52
Notes to the Consolidated Financial Statements
For the year ended 31 October 2021
20. Capital commitments
There were no capital commitments at 31 October 2021 or at 31 October 2020.
21. Leases
Property, Plant and Equipment comprise owned and leased assets that do not meet the definition of investment
property.
Property, Plant and Equipment owned
Right of Use Assets
Note 2021
9
£
4,762
39,245
44,007
2020
£
5,055
86,025
91,260
Information about leases for which the company is a lessee is presented below.
Right of Use Assets
2021
Balance at 1 November 2020
Additions in the year
Depreciation charge for the year
Balance at 31 October 2021
Lease Liabilities
Property
£
66,482
-
(37,990)
28,492
Equipment
£
19,723
-
(8,970)
10,753
Total
£
86,205
-
(46,960)
39,245
Maturity Analysis – contractual undiscounted cashflows
Less than one year
One to five years
More than five years
Total undiscounted leases liabilities at 31 October 2021
Lease liabilities included in the statement of financial position at 31 October 2021
Current
Non-current
Amounts recognised in profit or loss
Interest on lease liabilities
Total
22. Financial instruments
£
36,386
3,828
-
40,214
40,972
37,210
3,762
2021
£
2,550
2,550
The Group uses financial instruments comprising cash and cash equivalents, other loans and various other short-
term instruments such as trade receivables and trade payables which arise from its operations. The main purpose
of these financial instruments is to fund the Group's business strategy and the short-term working capital
requirements of the business.
53
Notes to the Consolidated Financial Statements
For the year ended 31 October 2021
22. Financial instruments - continued
Financial assets by category
Categories of financial asset included in the Consolidated Statement of Financial Position are as follows:
Loans and
receivables
£
-
326,427
50,943
1,053,156
67,906
2,565,813
Non
financial
assets
£
4,762
39,245
-
-
-
-
-
2021
Total
Loans and
receivables
£
£
4,762
39,245
326,427
50,943
1,053,156
67,906
-
-
277,655
7,848
798,130
57,921
2,565,813
6,766,424
Non
financial
assets
£
5,055
86,205
-
-
-
-
-
2020
Total
£
5,055
86,205
277,655
7,848
798,130
57,921
6,766,424
4,013,302
44,007
4,057,309
7,907,978
91,260
7,999,238
Property, plant and
equipment
RoU assets
Trade receivables
Social security and
other taxes
Other receivables
Prepayments
and
Cash
equivalents
cash
Included within loan and receivables above are cash and cash equivalents of £2,565,813 (2020: £6,766,424), and
trade and other receivables of £58,348 (2020: £53,629) excluding amounts owed by group undertakings in relation
to the company.
Trade Receivables at 31 October 2021 of £326,427 (2020: £277,655) include £272,665 (2020: £235,096) payable
in $USD and £17,855 (2020: £10,727) payable in Euro.
Financial liabilities by category
Categories of financial liabilities included in the Consolidated Statement of Financial Position are as follows:
Other
financial
liabilities
at
amortised
cost
£
177,403
25,091
156,441
132,830
Liabilities
not within
the scope
of
IAS 39
£
-
-
-
-
2021
Total
£
Other
financial
liabilities
at
amortised
cost
£
177,403
101,330
25,091
156,441
132,830
-
67,843
117,356
Liabilities
not within
the scope
of
IAS 39
£
-
-
-
-
2020
Total
£
101,330
-
67,843
117,356
-
389,430
39,245
1,745,735
150,012
-
-
-
150,012
389,430
39,245
1,745,735 1,697,241
-
438,554
86,205
129,219
-
-
-
129,219
438,554
86,205
1,697,241
2,666,175
150,012
2,816,187 2,508,529
129,219
2,637,748
Trade payables
Social security and other
taxes
Corporation tax
Deferred tax
Accruals and deferred
income
Other payables
RoU liabilities
Borrowings
54
Notes to the Consolidated Financial Statements
For the year ended 31 October 2021
22. Financial instruments - continued
Included within other financial liabilities are trade payables of £nil (2020: £nil) and other payables of £6,500 (2020:
£6,500) in relation to the company.
The Group is exposed to a variety of financial risks which result from its operating activities. The Board is
responsible for co-ordinating the Group's risk management and focuses on actively securing the Group's short to
medium term cash flows. Long term investments are managed to generate lasting returns.
The Group does not actively engage in the trading of financial assets and has no financial derivatives. The most
significant risks to which the Group is exposed are described below:
Credit risk
The Group's credit risk is primarily attributable to its trade receivables, other receivables and cash and cash
equivalents. The amounts presented in the Consolidated Statement of Financial Position are net of any
allowances for doubtful receivables. The Group has a significant concentration of credit risk associated with its
distributor of digital content, The Orchard. Cash at bank is all held with highly rated banks or deposit takers, the
suitability of which is constantly reviewed. The maximum credit to which the Group is exposed, including Cash at
bank of £2,565,813, is £4,013,301 (2020: £7,900,130).
Liquidity risk
The Group seeks to manage risks to ensure sufficient liquidity is available to meet foreseeable needs and to
invest cash and assets safely and profitably. Short term flexibility is achieved by the use of money markets to
deposit excess cash which is not required in the short term. The directors prepare cash flow forecasts on a regular
basis to identify at an early stage any short term funding difficulties.
All the financial liabilities noted above, with the exception of the liability to deferred tax of £132,830 (2020:
£117,356) and borrowings of £1,745,735 (2020: £1,697,241), are expected to result in cash outflow within six
months of the year end. Borrowings are to be repaid in equal quarterly instalments starting December 2023, with
the final payment due in June 2025.
Currency risk
The Group is exposed to foreign exchange risk in connection with its digital downloading and streaming business
where the revenue is largely transacted in US$ and the settlement of royalty and other liabilities arising from this
revenue is largely denominated in US$.
Included in Cash and cash equivalents, Trade receivables and Other receivables is USD$1,347,797 (2020:
USD$1,338,739) equivalent to £985,448 (2020: £1,033,775) and Euro 35,099 (2020: Euro 31,563) equivalent to
£29,652 (2020: £28,435) payable in Euro. If the foreign exchange rate was 10% different from the rate used at
the year end there would be an under/over statement of assets of £112,789 (2020: £118,023).
Included in Accruals & deferred income and Other payables is USD$6,907 (2020: USD$6,939) equivalent to
£5,050 (2020: £5,358) payable in USD$. If the foreign exchange rate was 10% different from the rate used at the
year end there would be an under/overstatement of liabilities of £561 (2020: £595).
23. Related party transactions
There were no related party transactions in the year under review or in the year ended 31 October 2021 nor 31
October 2020, other than transactions with the directors as disclosed in the Directors' Report and note 5 to the
financial statements.
At 31 October 2021 the principal operating subsidiary One Media iP Limited owed the Company £11,365,251
(2020: £7,400,705). No formal inter-company loan agreement is in existence between the
55
Notes to the Consolidated Financial Statements
For the year ended 31 October 2021
23. Related party transactions - continued
Company and its subsidiaries. During the year the Company made a management charge of £306,682 (2020:
£238,511) against One Media iP Limited and received a dividend of £350,000 (2020: £350,000).
24. Post balance sheet events
On 21 February 2022 Nick Stewart was appointed as Chief Executive Officer to the board of the Company's
subsidiary, TCAT Limited. Nick Stewart will use his experience of the global music market, royalty collection and
music piracy to build the profile of TCAT Limited and its ground‐breaking A.I software, which monitors millions of
music
fraudulently
claimed royalties. The Company is the majority shareholder in TCAT Limited and uses the technology to police
its own catalogue which includes income derived from tracks performed by Kid Creole, Take That, Don Williams,
Mungo Jerry, Mago De Oz, Heatwave, Culture Club and many more.
rights holders millions
in unpaid or
tracks across
the world,
saving
On 11 March 2022 One Media iP Group Plc acquired the licensor's share of the royalties to the Orbital Digital Ltd
catalogue of rights, which contains several thousands of recordings. As part of the deal, One Media has acquired
the licensor's income share of the catalogue on an in‐perpetuity basis, which opens a new route of income and
profit for the group. Distributed by FUGA, the Dutch content distributor which will additionally be a new distributor
to the group for this catalogue.
56
About One Media iP Group PLC
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(cid:87)(cid:29) (cid:14)(cid:23)(cid:23) (cid:11)(cid:19)(cid:12) (cid:20)(cid:26)(cid:24)(cid:22) (cid:26)(cid:27)(cid:24) (cid:24)(cid:19)(cid:19) (cid:95) e(cid:29) (cid:75)e(cid:79)(cid:79)o(cid:35)o(cid:80)ip(cid:17)(cid:70)o(cid:17)u(cid:78) (cid:95) (cid:90)(cid:90)(cid:90)(cid:17)o(cid:80)ip(cid:17)(cid:70)o(cid:17)u(cid:78)
Co(cid:80)pan(cid:92) (cid:49)o(cid:17) (cid:19)(cid:24)(cid:26)(cid:28)(cid:28)(cid:27)(cid:28)(cid:26)
For any cor(cid:83)orate (cid:51)(cid:53) en(cid:84)(cid:88)(cid:76)r(cid:76)e(cid:86) (cid:83)(cid:79)ea(cid:86)e contact (cid:51)(cid:51)(cid:53) (cid:51)(cid:88)b(cid:79)(cid:76)c(cid:76)ty at (cid:83)ete(cid:617)att(cid:35)(cid:83)(cid:83)r(cid:83)(cid:88)b(cid:79)(cid:76)c(cid:76)ty(cid:17)co(cid:80)