Acquiring content, monetising the future
Annual Reports
and Accounts
One Media iP Group PLC
For the year ended 31 October 2022
About One Media iP Group PLC
One Media is a digital music rights acquirer, publisher and distributor.
The Group specialises in purchasing and monetising intellectual
property rights with proven, repeat income streams. One Media adds
value to its content by maximising its availability in over 600 digital
stores globally, including Apple Music, YouTube, Amazon and Spotify.
One Media’s music is also widely used for synchronisation
in film, TV and digital gaming whilst it’s video content is
primarily viewed on YouTube where One Media operates
over 20 YouTube channels as a certified partner.
One Media is listed on the London Stock Exchange
on the AIM index, under the symbol ‘OMIP’.
For further information: www.omip.co.uk
One Media iP Group PLC
623 East Props Building, Pinewood Studios, Iver Heath, Bucks, SL0 0NH, UK
+44 (0) 1753 785 500 | hello@omip.co.uk | www.omip.co.uk
Company No. 05799897
For financial PR enquiries please contact:
Fourth Pillar at claire@thefourthpillar.co.uk
Company Information
Directors
Michael Infante
Alice Dyson
Steven Gunning
Claire Blunt
Brian Berg
Mark Adams
Secretary
OHS Secretaries Ltd
Registered Office
Nomad
Broker
Solicitors
Bankers
Registrars
Auditors
Pinewood Studios
623 East Props Building
Pinewood Road, Iver Heath
Buckinghamshire SL0 0NH
Cairn Financial Advisers LLP
61 Cheapside
London EC2V 6AX
Cenkos Securities Plc
6 7 8 Tokenhouse Yard
London EC2R 7AS
Orrick, Herrington & Sutcliffe LLP
107 Cheapside
London EC2V 6DN
Coutts & Co
440 Strand
London WC2R 0QS
Pinnacle Bank
150 3rd Avenue South, Suite 900
Nashville, TN 37201 USA
Share Registrars Ltd
9 Lion and Lamb Yard
Farnham
Surrey GU9 7LL
James Cowper Kreston Audit
Reading Bridge House
George Street
Reading, Berkshire RG1 8LS
Contents
Financial and Operational Highlights
Chairman's Statement
Chief Executive's Statement
Strategic Report
Board of Directors
Report of the Directors
Corporate Governance
Remuneration Committee Report
Statement of Directors’ Responsibilities
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
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2 - 3
4 - 8
9 - 16
17 - 18
19 - 21
22 - 23
24 - 26
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28 - 32
33
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38 - 46
47 - 61
Financial and Operational Highlights
For the year ended 31 October 2022
Financial highlights
•
17% increase in total revenue and 9% uplift in EBITDA to £5.1 million (2021: £4.4 million) and £1.8 million
(2021: £1.6 million) respectively, driven by acquisition, organic growth and active management of the
portfolio in line with strategy to maximise income from rights under ownership
• Organic revenue growth in the year of 7% reflecting both the active management and the strength of
underlying catalogue resulting from an investment strategy focused on evergreen music with lasting
appeal
• Compound Average annual organic revenue growth of 15% over the last five years, reflecting the strong
fundamentals of the Group’s catalogue before its rights management expertise is applied to unlock latent
income potential
20% uplift in net revenue (net of distribution charges, royalty and other costs) to £3.3 million (2021: £2.8
million)
•
• Operating profit of £0.9 million (2021: £1.1 million) and EPS of 0.20p (2021: 0.24p), reflecting the Group
•
level investment into TCAT in addition to costs relating to the refinancing completed with Coutts & Co.
Invested £1.7 million, including £1.2 million into new acquisitions identified as fitting the Company’s
appetite for proven, recurring income streams that have the potential to be further cultivated
• Refinancing of £1.9 million of unsecured loan notes with a Coutts & Co. facility with more traditional
lending terms and enabling greater operational flexibility
IFRS NAV per Ordinary Share unchanged at 7p (2021: 7p)
• Healthy cash balance of £2.2 million (2021: £2.6 million) providing flexibility for strategic investment
•
• Operative NAV per Ordinary Share of 18p ⑴
Final dividend declared of 0.055p per share
•
Operational and post period highlights
• Ongoing successful active management of catalogue of c. 240,000 recordings, including high profile
synchronisation (“sync”) placements, including on Netflix series Bridgerton and the Hulu/Disney+ series
‘Only Murders in the Building’, contributing to increased revenue performance
£1.2 million of investment into new rights at a blended multiple of below 11 times, including the licensing
rights to a diversified music income rights catalogue featuring Jose Carreras, Jo Jo Adams, Irish Tenor
Trio, Alexander O'Neal, Sid Vicious, Lee Perry, The Lambrettas, Suketu, Col Abram, Psy-Co-Billy,
Rachel Porter's all female Orchestra
•
• Strategic decision taken to continue to invest into anti-piracy software subsidiary TCAT to benefit from
medium term value creation potential
TCAT business plan advanced with appointment of CEO Nick Stewart and investment into new skillsets
•
Board changes
Board further strengthened in October with the appointment of Mark Adams as an Independent Non-Executive
Director
Positive market outlook, notwithstanding macroeconomic headwinds
• Outlook for the music industry continues to be positive, with Goldman Sachs raising 2022 and 2023 global
music forecasts and predicting 12% CAGR 2021-2023
• Emerging opportunities, including in new territories and with new technology advances, providing
•
increasing opportunities to license music and grow royalties
The current year’s trading has started in line with our expectations. The Group is well positioned for the
year ahead and we continue to work hard on behalf of our shareholders to maintain our positive
performance and to deliver secure and growing returns.
⑴ Operative NAV is calculated by using the IFRS NAV, adjusting for the revaluation of catalogues assets to fair value and then adding back
the catalogue amortisation
1
Chairman’s Statement
For the year ended 31 October 2022
Once again, we are reporting another positive set of results, driven by the Group’s focus and long track record
in increasing income from digital copyrights, while at the same time growing their capital value. The team’s
specialist expertise in this sector has helped deliver a 17% increase in total revenue to £5.1 million (2021:
£4.4 million) and a 9% uplift in EBITDA to £1.8 million (2021: £1.6 million).
These results, underpinned by a positive industry backdrop, have given the Board the confidence to declare
an annual dividend of 0.055p per share, subject to shareholder approval at the Company's forthcoming Annual
General Meeting.
With the core business continuing to perform positively and in line with expectations, during 2022 the Group
spent time strategically evaluating the investment into its proprietary anti-piracy software, TCAT (Technical
Copyright Analysis Tool). TCAT is delivering an important and much needed service to music rights holders
(including One Media) and to the creative community by providing protection from and detection of copyright
infringement and loss of due income through the illegal activities of others. During the period, TCAT signed
additional industry contracts and trials for its proprietary software and it continues to gain traction
internationally with both major and independent labels.
As set out in the Group’s half year results on 19 July 2022, the Board, together with the newly formed TCAT
board, had been exploring independent funding options for TCAT. However, as we communicated in the
Group’s trading update on 6 January 2023, the Board subsequently undertook a further assessment of the
strategic position of the TCAT business, in conjunction with the Group’s advisers and alongside consultation
with major shareholders. This included a consideration of both the external and internal funding options
available, given the strength of the Group’s balance sheet. As a result of this process and consultation, the
Board concluded that, in its opinion, greater value can be captured by retaining TCAT within the Group and
supporting TCAT in reaching its next level of growth.
The Board continues to believe that, against the positive industry growth trajectory, the TCAT business
presents a significant, scalable opportunity with exciting potential. The Group will therefore continue to use
its cash resources to invest into TCAT’s operations, as it has done to date, with a view to benefitting from the
medium-term value creation potential of the business.
In October, we welcomed Mark Adams to the Board as an Independent Non-Executive Director. As part of his
role, he also chairs the Audit Committee. In the short time since his arrival, Mark has already made a significant
contribution to the Group. With a nearly 30-year career working in senior finance roles across a range of high
profile, listed companies, Mark brings extensive complementary experience to the Company’s Board, with a
particular focus on financial strategy and transactions, including M&A and fundraising, as well as best practice
corporate governance.
Mark’s appointment further improves our corporate governance and provides us with important strategic
insight built on an extensive track record of successfully operating in the listed sector at the highest levels. To
have someone of his calibre as part of our team is a strong endorsement of the Group’s potential as we
continue our journey to deliver shareholder value.
Looking at the economic and political backdrop, the last year has been a challenging one for many businesses
and people across the world, for many different reasons. We are all having to navigate rising interest rates
and inflation, which are contributing to a cost-of-living crisis; while it is very sad that, twelve months on, war is
continuing in Europe. Our hearts and minds continue to stand with the people of Ukraine.
Despite these difficulties, the music industry outlook remains positive. The growing popularity of streaming
services and the technological changes that are creating some incredible new opportunities for content
licensing offer significant potential for rightsowners such as One Media to proactively grow their income.
2
Chairman’s Statement
For the year ended 31 October 2022 - continued
The Group’s ongoing positive performance against this encouraging industry backdrop leaves us optimistic
about the year ahead, including the business plan for TCAT and, importantly, the opportunities that will be
available for the Group to continue to showcase its deep expertise in driving revenues from digital copyrights.
Claire Blunt
Non-Executive Chairman
3
Chief Executive’s Statement
For the year ended 31 October 2022
Strategy overview
One Media is an owner, publisher and distributor of digital music copyrights with previous proven income
streams, which our specialist team grows further through active monetisation. We derive the majority of our
revenue from royalties collected from the licensing and use of the Company’s content, which we enhance by
actively seeking out and leveraging a range of opportunities around the world. These include improving its
availability globally across over 600 streaming stores (also known as Digital Service Providers (“DSPs”))
including Apple Music, YouTube, Amazon Music and Spotify, while also working to identify opportunities to
drive royalty revenue via the placement of our music, in films, adverts and television series.
Royalty returns are largely uncorrelated to the performance of the equity markets, they are predictable and
generate an annuity-like income for investors, which is at the core of our investment case. Additionally, One
Media tends to focus on more mature, compositions with proven durability, underpinning the delivery of reliable
revenues.
We are custodians of an extensive catalogue of over 240,000 music tracks, diversified across a range of
genres including pop, rock, country and classical, which deliver long term, growing and secure income, around
95% of which is recurring. Our catalogue includes different types of copyrights associated with high profile
artists, including producer’s royalties from certain recordings by Take That, Culture Club, Heatwave, and Kid
Creole. We also own master rights (recordings) and writers’ royalties (compositions) for Don Williams, Mago
De Oz, Philip Wesley, as well as thousands of other income producing royalties derived from our global
exploitation of music via our many distribution partners in both audio and video.
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.
The Group also comprises complementary initiatives that support the delivery of our core strategy while also
providing additional, diversified sources of revenue.
Harmony IP was established in 2020 and 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 much-loved intellectual property. From a One Media perspective, it supplements our existing
revenue streams and creates opportunities for us to build strongly aligned partnerships and relationships with
rights owners, putting us in a favourable position to increase our exposure to their assets further down the
line. Over £5.4 million has been deployed since Harmony IP’s inception, allowing the Group to purchase
selective portions of legacy catalogues.
Finally, the Group’s Technical Copyright Analysis Tool (“TCAT”), is a software as a service (“SaaS”) platform
– accessed via an online portal on an ongoing subscription basis centrally hosted by TCAT using the AWS
cloud based software. Developed by One Media, it is a proprietary, specialist anti-piracy tool which identifies
illegal or unlicensed use of digital music (copyright infringement), helping to maximise revenue for record
labels and also for One Media. Collecting and viewing data in real time and storing said data for searches on
behalf of its clients to be used by them on a request by request basis, TCAT’s data searches assist clients in
supporting both our acquisition strategy, track audit usage and further de-risking our investment process.
Financial performance
In April 2022, our content catalogue was independently valued at £34.8 million, representing an implied value
of 16.1p per share and, importantly, the fair value of the portfolio that has been carefully assembled over the
last 16 years.
Our catalogue has been instrumental in the Group delivering double digit growth once again this year, with
revenue up 17% to £5.1 million (2021: £4.4 million) and EBITDA up 9% to £1.8 million (2021: £1.6 million).
4
Chief Executive’s Statement
For the year ended 31 October 2022 - continued
This continued growth is a reflection of our selective acquisition strategy, which is focused on investing into
evergreen content that has proven incomes profiles; the active asset management of our rights by the Group’s
specialist team; and the supportive industry backdrop, underpinned by the ongoing positive trajectory of the
music streaming sector.
Net revenue increased by 20% to £3.3 million (2021: £2.8 million), which is indicative of the strong underlying
performance of our catalogue as well as acquisitions undertaken during the year. With c. 80% of Group income
denominated in US dollars, revenues were also supported by favourable foreign exchange rates. Management
keeps a close eye on currency exchange markets and takes a nimble approach to forex decisions to take
advantage of beneficial movements.
Operating profit and earnings per share were down on 2021, to £0.9 million (2021: £1.1 million) and 0.20p
(2021: 0.24p) respectively, as a result of the impact of the Group’s investment into TCAT as well as costs
relating to the refinancing completed with Coutts & Co.
In September, we refinanced £1.9 million of outstanding unsecured loan notes held by British Growth Fund,
which carried a fixed interest rate of 7%. The refinancing was undertaken by way of a secured facility from
Coutts & Co. priced at base rate plus 3.5%, amortising on a straight-line basis over five years. Whilst secured,
the new Coutts facility is on more traditional bank lending terms and contains fewer restrictions on the
operations of the business, giving us greater flexibility in executing our strategy.
Following an in-depth strategic review, TCAT will remain within the One Media Group, with a view to benefitting
from the medium-term value creation potential of the business. We will therefore continue to use the Group’s
cash resources to invest into TCAT’s operations, as we have done to date. The net cash investment is
expected to be up to c. £1.4 million in the current financial year (up from c. £0.8 million in FY22) but it is not
expected to impact on the Group’s dividend policy. However, whilst the Group invests in TCAT, we have stated
that there will be reduction in cash resources available to the Group for potential content acquisitions.
At the end of the period, our cash balance was £2.2 million (2021: £2.6 million), meaning our business
continues to be supported by a healthy balance sheet giving the Group capacity to take advantage of
investment opportunities, as well as accretive reinvestment into the Group.
As a result of the positive performance in the year, a final dividend of 0.055p per share has been declared by
the Board, pending shareholder approval at the Annual General Meeting.
Operational update
During the year, we invested £1.7 million, including into new acquisitions that we identified as fitting our
appetite for proven, recurring income streams that have the potential to be further cultivated. 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.
We are focused on content that is older and more established, meaning it can often be overlooked or
undervalued, but almost always recognisable by tune or artist. We take these pieces of music and nurture
them carefully through our in-house team of expert Creative Technicians, improving the chances of
rediscovery through precise metadata to reach consumers via DSPs across over 200 territories and growing
their exposure through licensing opportunities.
We also take measures to prevent the piracy or copyright infringement of our music, which results in lost
revenues for rights owners, through the deployment of TCAT. Piracy purportedly costs the global music
industry approximately £9 billion per annum in lost revenues, over £300 million of which is lost from the UK
music industry’s rightsholders, while 38% of global music and video streaming listeners acquire music through
illegal exploitations, often without the consumer even knowing it.
5
Chief Executive’s Statement
For the year ended 31 October 2022 - continued
TCAT detects copyright infringement across the legitimate DSPs by alerting rightsowners to instances of
corrupted data, facilitating the removal or correct monetisation of offending tracks.
During the year, the TCAT business plan was progressed under the stewardship of Nick Stewart, following his
appointment as CEO in February 2022. Nick has over 40 years of music industry experience, having held
senior roles at Universal Music and Warner Music among others. Since stepping into the role, he has been
leveraging his network and industry knowledge to further establish the TCAT brand and develop its customer
base.
We believe that TCAT has significant potential and, given industry needs, can become the ‘go to’ anti-piracy
software for the music industry. Following the Board’s strategic decision, taken alongside advisors and
shareholders, to retain TCAT within the One Media Group, we will continue to oversee and fund its growth
with caution, with a view to unlocking further value from its medium-term potential. TCAT’s unique set of
features position it well for industry leadership, with the right investment and guidance. We believe that its
technology offers a solution to many who are not only struggling to battle copyright infringement of their assets,
but also to improve the digital fingerprints - or metadata - of their catalogues and recoup the full value of what
they have created or own.
To help us on this journey, we have invested in our headcount to ensure that we have the right level and type
of skillset in software development. As a result, our team across the Group, including TCAT, has increased to
21. The TCAT team’s focus for the year will be on continuing to develop the product to ensure that it is on a
path to industry leadership, energising the brand and progressing sales initiatives, especially among the major
and independent record label community.
Finally, at board level, Mark Adams joined us as an independent Non-Executive Director. Mark’s background
of significant experience in the listed sector and capital markets has already proven invaluable to the business
and he is a welcome addition to the Group.
Investments and rights management
The Company raised £5.6 million of equity (net of costs) in August 2020, of which £5.4 million has so far been
invested into the acquisition of eight portfolios of music rights. These transactions have been completed at
an attractive blended multiple of 9 times and have generated an annualised yield of 12% since we acquired
them.
Where we have made catalogue acquisitions in the year under review, we have maintained our usual
disciplined approach resulting in a blended investment multiple of below 11 times.
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. Orbital/Rapier Music features more
than 40 branded labels across multiple 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, Alexander 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.
Whilst the strategic decision has been taken at Group level to prioritise investment into TCAT, our core
business of music monetisation remains key. We view the coming months as an opportunity to consolidate
and focus on our existing catalogue of 240,000 recordings, including the global positioning and continued
exploitation of these tracks via our partners, The Orchard; wider third party opportunities such as YouTube;
and sync licensing of our content for film and television use.
6
Chief Executive’s Statement
For the year ended 31 October 2022 - continued
Our day-to-day work is largely focused on this aspect of the business, which is how we generate the majority
of revenues and deliver value for shareholders. It is a highly specialist skill that requires knowledge of the
copyright and rights management landscape, a detailed understanding of the growing opportunities that are
available for music and content placement and, importantly, a network of trusted contacts in various roles
across the media business, and beyond, which gives us early sight of opportunities to monetise our catalogue.
The massive growth of television streaming over recent years continues to offer an increasing number of
opportunities to secure sync deals, where we agree an initial payment for the licensing of the tracks for use,
as well as ongoing payments for any subsequent airing.
Our Point Classics catalogue, which is a world leading library of classical music, is a good example of where
we agreed several high profile sync licensing deals during the year, including on Netflix’s ‘Bridgerton’ and the
Hulu/Disney+ series ‘Only Murders in the Building’. Our classical catalogue was also used by HBO Max, ABC
and Amazon Prime.
We are always exploring new ways to further maximise the availability of our tracks for commercial use and
deepen our relationships with music supervisors, whose role in the industry is to select music for film, TV,
adverts, brand partnerships and video games. To date, the sector has lacked an affordable, simple solution
for clearing music for film, TV and other uses, including music projects in school and universities. To this end,
One Media launched a new annual subscription model for our sync platform, Syncphonnix. Working in a similar
way that Shutterstock does for photography and image rights, Syncphonnix reduces time spent on
administration and track by track negotiations, providing a regular and more efficient income stream for One
Media. It also enables music supervisors to more easily access readily licensed music for their projects, a
guarantee not always afforded by larger rightsowners.
Via Syncphonnix, tailored annual rates are offered to each customer, based on their sector (film production,
education, advertising) and the intended usage. Initially, users will have access to copyright-cleared popular
classical music by Mozart, Handel, Bach, Vivaldi, Tchaikovsky, Chopin and others. Subscribers will be able to
create and tailor projects via the website app and download broadcast quality files in full, or in specially edited
30-second and five-second stings. The intention is to broaden the platform out to provide tracks through
subscription across all genres, including One Media’s wider catalogue.
Another major income stream for One Media’s digital rights is music streaming. As an illustration of our
innovative approach, for World Mental Health Month and World Mental Health Day, One Media partnered with
consultant chartered psychologist, Marie-Clare Mendham at UK Psychology Ltd. Together we created a series
of five specialist playlists, including calming music for anxiety relief, brain stimulation and music to aid
sleeplessness, to mark the day and offer expertly selected music through Spotify.
Maximising the availability of our music to audiences, including through specialist playlists, helps to improve
its exposure, increases the number of streams and directly translates into revenues.
Market backdrop and outlook
Despite economic and political difficulties being felt, unfortunately, around the world, including the ongoing
war in Ukraine and the challenges presented by the cost of living, indicators for the music industry remain
supportive. Research from the International Federation of the Phonographic Industry (“IFPI”) suggests that
global recorded music revenues grew for the seventh consecutive year in 2021, increasing by 18.5%.
Goldman Sachs, in its annual ‘Music in the Air’ report, backs this narrative. In June last year, it announced
that it had raised its 2022 and 2023 global music forecasts by 7% and 5% respectively. While we have seen
redundancies announced across the tech sector and questions around how the cost-of-living crisis might
impact discretionary spend, the consensus is that music streaming is unlikely to be affected to any discernible
7
Chief Executive’s Statement
For the year ended 31 October 2022 - continued
degree. Indeed, Goldman Sachs last year predicted that it would deliver a 12% CAGR over the 2021-2023
period, driven by volume, price and additional emerging opportunities.
Moreover, as we have highlighted in the past, the digital marketplace is still a relatively young forum and the
format of monetised streaming is less than 15 years old. There is significant road to run as platforms continue
to expand their reach and technological innovations improve access to and recognition of intellectual property
rights. In addition, there is a host of burgeoning opportunities across the digital marketplace, including those
being created by companies like Meta and Peloton, or, more broadly, Web3, the Metaverse and the growth of
non-fungible tokens (“NFTs”) and now ChatGPT, OpenAI’s latest tool in data research. Our Creative
Technicians are already experimenting with where and how the Group’s opportunities for further content
discovery by consumers will be enhanced by greater technology reducing searching times, linking music to
other searched categories during daily interrogation on search engines and greater opportunities to
increasingly monetise existing Group owned content.
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 their 12% shareholding in the Company.
The current year’s trading has started in line with our expectations. The Group is well positioned for the year
ahead and we continue to work hard on behalf of our shareholders to maintain our positive performance and
to deliver secure and growing returns.
Michael Infante
Chief Executive and Founder
8
Strategic Report
For the year ended 31 October 2022
Financial and non-financial key performance indicators
The key financial and non-financial performance indicators the Directors use to monitor the performance of
the Group are as follows:
Cost of catalogue acquisition and number of tracks "ingested"
Management is 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 £1.7 million (2021: £5.3 million) 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 £5.1 million (2021: £4.4 million) a 17% 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 £1.6 million (2021: £1.0 million), a 54% increase, reflecting the impact of the continued investment
in TCAT in the year.
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 2022 was 7.25p (2021:
7.38p).
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.
9
Strategic Report
For the year ended 31 October 2022 - 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 21 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 ended 31 October 2022 approximately 51% (2021: 63%) of the Group’s turnover was
channelled 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 ended 31 October 2022, approximately 83% (2021: 89%) 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.
10
Strategic Report
For the year ended 31 October 2022 - continued
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.
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 38 to 46, including critical accounting estimates and
judgements on page 43.
11
Strategic Report
For the year ended 31 October 2022 - continued
Cash flows
Full details of cash flows generated by the business are disclosed within the Consolidated Cash Flow
Statement on page 37. 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 pages 2 to 3.
Environmental footprint and mitigation
Climate Change
The Group recognise the increasing importance of climate change triggered by greenhouse gases (GHG) from
burning fossil fuels.
We plan to publish targets across 2022/2023. We have made progress in reducing emissions in our offices
during 2022, although this needs to be seen in the context of impact of the COVID-19 pandemic with the
majority of our employees spending part of 2021/22 working from home. Total GHG emissions associated with
activities under direct control of management (Scope 1 and 2 emissions) remained at the same level in 2022
versus 2021. Business Travel using company vehicles increased by 6% due to the releasing of COVID-19
restrictions. In terms of Energy efficiency, our energy usage was reduced in 2022 due to the reduced onsite
working in our office buildings.
Environmental
The Group is committed to meet its environmental responsibilities, including monitoring the impact of its
business activities on the environment and to design and implement policies to reduce any damage to the
environment that may be caused by its activities. The company car fleet is leased as the vehicles are newer
and more efficient and play a part in improving our environmental performance. We are reviewing the car
policy with the aim to move to electric cars as the only option for company cars.
Employees working from home continued to be the norm during 2021/22 with 43% spending some or all of
their time at home. The Group does expect this trend to change, although the focus is towards utilising shared
serviced offices.
Supply Chain
Transparency in supply chains
We are committed to ensuring that there is no slavery or human trafficking in our supply chains or in any part
of our business. We expect our suppliers to adhere to the requirements of the Modern Slavery Act 2015, and
we will undertake all reasonable and practical steps to ensure that these standards are implemented within
our supply chain.
We maintain strong working relationships with our suppliers and partners, in order to enhance the efficiency
of our business and create value, and make sure we treat suppliers in line with our values and ethical
standards. We continually assess our supplier and partner network, and leverage both internal and external
expertise to ensure appropriate relationships and fair economics.
12
Strategic Report
For the year ended 31 October 2022 - continued
Facilities and Office Environments
Management engages with its office provider and its facilities management provider to ensure a safe working
environment for our employees.
Environmental management is overseen by the Chief Executive Officer. One Media IP Group complies with
the Companies Act 2006 (Strategic Report and Directors Report) Regulations 2013. We are also reporting in
compliance with the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon
Report) Regulations 2018 known as SECR (Streamlined Energy Carbon Reporting). Energy consumption and
GHG emissions have been calculated in line with the UK Government’s Environmental Reporting Guidelines;
including streamlined energy and carbon reporting guidance (March 2019).
There were no prosecutions or compliance notices for breaches of environmental legislation during 2022.
Climate Change Targets
Progress in 2022 is set out below:
Climate Change Targets
Publish a medium-term carbon
emission target by the end of FY
2023
Review of our vehicle fleet and
transition from Petrol & Diesel to
Electric vehicles by the end of
2022
Continue to reduce our direct
and indirect consumption of
electricity in our offices
Business Travel reporting
commitment
Supply Chain
We are committed to the use of
100% renewable energy in the
offices we use
Progress in 2022
Evaluation process is in progress
we are planning for
implementation in 2023.
Evaluation process has been
completed and we are planning
for implementation in 2023.
Consumption in 2022 was overall
down 3% year on year. The
business has continued to focus
on reducing its office footprint,
however, higher levels of working
from home has temporarily kept
consumption at lower levels than
would ordinarily be the case.
Review is being undertaken to
ensure that all travel is
appropriate and that it is
accurately reported and
recorded.
Evaluation process has been
completed and we are planning
for implementation in 2022.
2023 Onwards Target
To be completed during FY 2023
New policy will be issued and
implemented during 2023.
Make further progress on
reducing the amount of electricity
used across our offices year on
year. Targets will be established
during 2023.
Targets will be established
during 2023.
To be completed during FY 2023
Streamlined Energy Carbon Reporting has been presented for One Media IP Group Plc
The Streamlined Energy Carbon Reporting (SECR) data within the annual report has been collated using the
GHG reporting protocol.
Business Travel for both owned company vehicles and other non-owned vehicles used for company business
is detailed in the expenses system which includes the number of miles travelled calculated using postcodes
entered by the employee for the start and end of each journey.
13
Strategic Report
For the year ended 31 October 2022 - continued
Other Electricity supplied by landlords is converted to KwH using an estimated average rate per KwH.
Streamlined Energy Carbon Reporting (SECR)
Business Travel (company vehicles) miles
Total Scope 1
Total Scope 1 per million pounds turnover
Consumption
2022
1,800
Grid Electricity (all premises where directly contracted) kWh 0
Total Scope 2
Total Scope 2 per million pounds turnover
Other Electricity (indirect supply provided by landlords) kWh 35,142
Business Travel miles
Total Scope 3
Total Scope 3 per million pounds turnover
6,650
Total Scope 1,2,3
Total Scope 1,2,3 per million pounds turnover
KwH
2022
420
420
0
0
35,142
9,700
44,842
45,262
GHG
Emissions
TCo2e
2022
2
2
0
0
0
0
6
43
49
10
51
10
Notes
● Scope 1 covers the annual quantity of emissions in tonnes of carbon dioxide equivalent from emission
sources that are under the operating control of One Media.
● Scope 2 covers the annual quantity of emissions in tonnes of carbon dioxide equivalent resulting from the
purchase of electricity by One Media for its own use. Scope 2 emissions have been calculated using the
Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard – Revised Edition.
● Scope 3 covers other indirect Greenhouse Gas emissions, i.e. where the sources are from emissions not
owned by One Media and where One Media does not have operational control.
● Business Travel figures other than vehicle mileage have not been provided. Press trips paid for by 3rd
parties are not recorded and not controllable by One Media.
● (1) Consumption figures have been provided by external contractors.
14
Strategic Report
For the year ended 31 October 2022 - continued
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
2022, was as follows:
Number of persons who were Directors or officers of the
Company
Number of persons who were other employees of the
Company
Number of persons who were employees of TCAT Ltd
Total employees at 31 October 2022
Male
4
2
8
14
Female
2
Total
6
4
1
7
6
9
21
Section 172 Statement
Under section 172 of the Companies Act 2006 (“Section 172”), a director of a company must act in a way
that they consider, in good faith, would most likely promote the success of the company for the benefit of its
members as a whole, considering the non-exhaustive list of factors set out in Section 172.
Section 172 also requires directors to take into consideration the interests of other stakeholders set out in
Section 172(1) in their decision making.
The Company’s strategy continues to be the acquisition and exploitation of mixed media intellectual property
rights for distribution through traditional media outlets. In addition, the Group’s subsidiary, TCAT Ltd, is a
SAAS platform that provides protection from copyright infringement and loss due to income through the
illegal activities to the music industry with its proprietary software. The Company has a wide range of internal
and external stakeholders, relations with whom the Board takes into consideration.
Engagement with our members plays an essential role throughout our business. We are cognisant of
fostering an effective and mutually beneficial relationship with our members. Our understanding of our
members is factored into boardroom discussions and decisions regarding the potential long-term impacts of
our strategic decisions.
The Directors have continued to have regard to the interests of the Company’s stakeholders, including the
potential impact of its future activities and acquisition strategy on the community, the environment and the
Company’s reputation, when making decisions. The Directors will endeavour to continue to take all
necessary measures to ensure the Company is acting in good faith and fairly between members and is
promoting the success of the Company for its members in the long term.
15
Strategic Report
For the year ended 31 October 2022 - continued
The table below acts as our Section 172 statement by setting out the key stakeholder groups, their interests
and how One Media Group engages with them. Given the importance of stakeholder focus, long-term
strategy and reputation to the Company, these themes are also discussed throughout this Annual Report.
Stakeholder
Investors
Their interests
• Comprehensive review of
financials
• Business sustainability
• High standard of governance
• Success of the business
• Ethical behavior
• Awareness of long-term strategy
and
direction
Partners
• Business strategy
• Application of acquisition strategy
Employees
• Success of the business
• Business sustainability
• Ethical behavior
• Awareness of long-term strategy
and
direction
• Company reputation
• Rewards/feeling valued
• Development opportunities
• Health, safety & well-being
•
• Business relationships
•
Financial performance of the
Company
Flexible working arrangements
Suppliers
How we engage
• Regular reports and analysis of
investors and shareholders
• Annual Report
• Company website
• Shareholder circulars
• AGM
• RNS announcements
• Press releases
•
• Management meetings with
Trading Updates
shareholders
• Meetings and negotiations
• Reports and proposals
• Dialogue with third party stakeholders
where appropriate
• Employee intranet site with regular
updates on what is happening within
the business
• Company website
• Press releases
• RNS announcements
•
Trading Updates
• Annual Report
• Regular manager meetings
Tender process for new contracts
• Risk assessment
• Regular supplier meetings
•
• New supplier approvals process
• Efficiency reviews
• Contingency planning
The Section 172 statement should be read in conjunction with the full Strategic Report and the Company’s
Corporate Governance Statement.
On behalf of the Board
Michael Infante
Director
28 March 2023
16
Board of Directors
Claire Blunt
Non-Executive Chairman
Appointed: 6 January 2020
Claire is the Chief Operating Officer of Future plc, a FTSE 250 constituent as a global platform for
specialist media. Having joined in November 2022, she takes responsibility for the delivery of the
business’ strategy with direct responsibility including Audience and Future Studios. She was previously the
chief advertising officer and CEO of
the Guardian Media Group delivering
exceptional performance in the profitable growth of the global businesses and the advertising and jobs
revenues.
international
for
Prior to this she was chief financial, operations and data officer for Hearst’s European business. She joined
Hearst UK as chief financial officer in 2015 taking on additional commercial responsibilities in 2017 as chief
operating and financial officer and with revised responsibilities for Europe and data in 2020. During her tenure
she led a series of transformational growth initiatives in all areas, with notable successes in advertising,
diversified revenues, consumer marketing and subscriptions.
She is currently a member of the investment committee for NewstrAid, and a trustee for The Archangel Trust.
Claire is also a qualified barrister and chartered accountant.
Michael Infante
Chief Executive Officer
Appointed: 6 September 2006
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 (the former name of PLUS) 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.
Alice Dyson
Chief Operating Officer
Appointed: 21 October 2019
After graduating from the London College of Music and Media with a degree in Photography & Media Arts (BA
Hon), Alice started her career with media manufacturers, The VDC Group as a label manager to many
independent record labels. Alice’s following twenty years’ experience expanded into management positions
within sales and marketing all within the home entertainment and music industry.
Since joining One Media iP in 2014, Alice has been relentless in transforming the operations of the business
to support the diversification of revenues and facilitate the changing business landscape. Working with an
accomplished senior management team, she ensures that the company is growing through targeted
acquisitions of music content, expanding and diversifying into various genres and territories that stand to see
increased returns driven by the global growth of streaming. Whilst ensuring the optimisation of the company’s
music iP through the 600+ digital retailers such as iTunes, Spotify, Amazon, YouTube and Google Play. Alice
has been instrumental in innovating and delivering to the industry a new company initiative that addresses the
problem of music piracy, called TCAT, as well as a new acquisition initiative called Harmony IP, that puts
creators of iP at the heart of every deal.
In September 2017 Alice was elected as a Director to the British Phonographic Industry (BPI) and is one of
six Independent representatives on the BPI’s Council.
17
Board of Directors - continued
Alice is a serving First Responder volunteer for South Buckinghamshire Ambulance Service qualified to deliver
life-saving skills at 999 emergencies. She has also played hockey for the South England Masters, the England
Masters squad and the Lionesses squad.
Steven Gunning
Chief Financial Officer
Appointed: 21 October 2019
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 25 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.
Brian Berg
Non-Executive Director
Appointed: 6 January 2020
Brian 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.
Mark Adams
Independent Non-Executive Director
Appointed: 6 October 2022
Mark brings a wealth of relevant experience and expertise to the Board, including significant time as a main
Board director of publicly listed companies. His most recent role was as Group Finance Director at Marlowe
plc, a UK leader in business critical services and software which assure safety and regulatory compliance.
Prior to Marlowe, Mark has held senior financial and board level roles at Stobart Group, Pets at Home Group
plc, easyJet plc and a number of other businesses.
Mark is currently a Non-Executive Director and Audit Committee Chair at Venture Life Group plc
and Development Media International CIC.
18
Report of the Directors
For the year ended 31 October 2022
The Directors present their report together with the audited Consolidated financial statements of the Group for
the year ended 31 October 2022.
One Media iP Plc is a public limited company quoted on AIM, incorporated and domiciled in the United
Kingdom with registered office at Pinewood Studios, 623 East Props Building, Pinewood Road, Iver Heath,
Buckinghamshire SL0 0NH.
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.
In addition, the Group’s subsidiary, TCAT Ltd, is a SAAS platform that provides protection from copyright
infringement and loss due to income through the illegal activities to the music industry with its proprietary
software.
Business review and future developments
The Chief Executive’s Report on pages 4 to 8 includes a review of the business, the Group’s trading for the
year ended 31 October 2022 and an overview of future developments.
Results and dividend
The Group’s results for the year ended 31 October 2022 are set out in the consolidated statement of
comprehensive income on page 33. The profit before tax for the year was £564,692 (2021: £720,797).
The Company has declared a dividend for the year of 0.055p per share (2021: 0.055p per share).
Directors
The following Directors held office during the year:
Michael Infante (Chief Executive Officer)
Alice Dyson (Chief Operating Officer)
Steven Gunning (Chief Financial Officer)
Claire Blunt (Non-Executive Chairman)
Brian Berg (Non-Executive Director)
Mark Adams (Independent Non-Executive Director - Appointed 6 October 2022)
The biographical details of the Directors are given on page 17 to 18.
Directors’ remuneration, long-term incentive plans, pension contributions and benefits are set out in the
Directors’ Remuneration Report on pages 24 to 26. The Company maintains liability insurance for its Directors
and Officers.
Directors and their interests
The Directors' interests (including family interests) in the shares of the Company were as follows:
Michael Infante
Alice Dyson
Steven Gunning
Claire Blunt
Brian Berg
Ordinary shares of 0.5p each
At 31 October 2022
No
26,077,862
132,023
50,000
50,000
-
At 31 October 2021
No
26,077,862
132,023
50,000
50,000
-
19
Report of the Directors
For the year ended 31 October 2022 – continued
Share capital
Full details of the share capital of the Company are set out in note 15 to the financial statements.
Substantial shareholdings
At 31 October 2022, the Company had been advised or is aware of the following interests of 3% or more in
the Company’s issued share capital:
Canaccord Genuity Group Inc
Gresham House Plc
James David Price
Amati AIM VCT Plc
BGF Investment Management Limited
Charitable and political donations
Number
of 0.5p ordinary shares
Percentage of issued
share capital
47,489,230
23,942,000
20,025,795
17,714,000
10,000,000
21.40%
10.79%
9.00%
7.98%
4.51%
Donations of £nil were made by the Group for charitable purposes during the year (2021: £nil). The Group
does not make political donations.
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.
Annual General Meeting
The notice of the Annual General Meeting, scheduled to be held on 26 April 2023, will be communicated
separately to the Annual Report.
Going concern
The Directors are satisfied that the Group has adequate resources to continue in operational existence for the
foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual
financial statements. Further detail on the basis of our going concern assessment is set out on page 33 to the
financial statements.
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.
20
Report of the Directors
For the year ended 31 October 2022 – continued
Auditors
James Cowper Kreston Audit have expressed their willingness to continue in office. A resolution to re-appoint
James Cowper Kreston Audit 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
28 March 2023
21
Corporate Governance Report
For the year ended 31 October 2022
All members of the Board believe strongly in the value and importance of good corporate governance and in
accountability to all of OMIP’s stakeholders, including shareholders, staff, clients and suppliers.
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.
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. The Board
considers that it does not depart from any of the principles of the QCA Code. Our statement of compliance
with the QCA Code can be found on the Company website.
Board of Directors
The Board provides strategic leadership for the Group and operates within the scope of a robust corporate
governance framework. Its role is to establish and develop the corporate strategy 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.
Towards the end of the financial year, the Board was strengthened with the appointment of a further
independent Non-Executive Director. As a result, the Board currently comprises of three Non-Executive
Directors (including the Chairman) and three Executive Directors.
The roles of the Chairman and the Chief Executive Officer are separated to ensure a clear division of
responsibility. The Chairman is responsible for the effective operation and leadership of the Board while the
Chief Executive Officer is responsible for the day to day running of the Group’s activities. The Board retains a
range of commercial and financial experience and there is a good balance of skills and business experience.
The Board receives regular reports detailing the progress of the Group and its financial position, together with
any other material deemed necessary to enable it to discharge its duties. Board meetings are held on a regular
basis to review, formulate and approve the Group’s strategy, budgets, corporate actions and to oversee the
Group’s progress towards its goals. All Directors participate in the key areas of decision-making and there is
a written statement of matters which require Board approval.
Board Committees
The Board has established an Audit Committee, a Remuneration Committee, and a Nominations Committee
with written terms of reference for each. The chair of each committee reports to the Board on the activities of
that committee.
Audit Committee
The Audit Committee is chaired by Mark Adams. Claire Blunt is the other member of the Committee.
The Committee is responsible for considering all matters relating to financial controls and reporting, reviewing
the effectiveness of internal controls, approving the external audit plan and reviewing the effectiveness of the
external auditor. The Committee is expected to meet at least twice a year. The Chief Executive Officer, Chief
Financial Officer and the external auditor will generally be invited to attend these meetings.
22
Corporate Governance Report - continued
For the year ended 31 October 2022
Remuneration Committee
The Remuneration Committee is chaired by Brian Berg. Claire Blunt and Mark Adams are the other members
of the Committee.
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 the Executive Directors. In addition, the
committee oversees the creation and implementation of all-employee share plans. The Committee generally
meets twice a year.
Nomination Committee
The Board established a Nomination Committee during the year. The Committee’s principal responsibility is
to identify and nominate, for the approval of the Board, candidates to fill Board and Committee vacancies as
and when they arise.
The Nomination Committee is chaired by Claire Blunt. Brian Berg and Mark Adams are the other members of
the Committee.
Attendance at Board and Committee meetings
The Directors attended the following Board meetings and Committee meetings during the year:
Director
Michael Infante
Alice Dyson
Steven Gunning
Claire Blunt
Brian Berg
Mark Adams (appointed 6 October 2022)
Total meetings held in the year
Shareholder engagement
Board
Audit
Committee
Remuneration
Committee
6
6
6
6
6
-
6
-
-
-
1
-
1
1
-
-
-
1
1
1
1
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.
23
Remuneration Committee Report
For the year ended 31 October 2022
Remuneration Committee
The Company has an established Remuneration Committee. The Committee is chaired by Brian Berg. Claire
Blunt and Mark Adams are the other members of the Committee.
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 the Executive Directors. In addition, the
committee oversees the creation and implementation of all-employee share plans. The Committee generally
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 similar AIM-listed companies.
Policy on Executive Directors' remuneration
The Company’s remuneration policy is designed to ensure that the remuneration packages are sufficiently
competitive to attract, retain and motivate Directors to achieve the Company’s long term strategic objectives,
including the creation of sustainable shareholder returns.
Directors’ Contracts and 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.
Directors’ Emoluments
The aggregate emoluments for the Directors of the Company were:
Salary & Fees
Bonus
Benefits
Pension Costs
Total
2022
£
2021
£
2022
£
2021
£
2022
£
2021
£
2022
£
2021
£
2022
£
2021
£
Executive Directors
Michael Infante
171,600 164,065
Alice Dyson
130,000 125,000
Steven Gunning
107,859
91,188
Non-Executive
Directors
Claire Blunt
Brian Berg
36,400
35,000
36,400
35,000
Mark Adams
3,033
-
Total
485,292 450,253
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,381
4,950
4,950 176,550 174,396
2,356
3,750
3,750 133,750 131,106
-
-
-
-
-
-
-
-
- 107,859
91,188
-
-
-
36,400
35,000
36,400
35,000
3,033
-
7,737
8,700
8,700 493,992 466,690
24
Remuneration Committee Report - continued
For the year ended 31 October 2022
Long term incentives
The Company uses share options as its primary incentive arrangement for Directors and senior employees.
Apart from share options granted, there are no other specific long term incentive plans for any of the Directors.
Under this scheme, the Directors have been granted the following share options:
Share Options in Ordinary shares of 0.5p each
Michael Infante
Alice Dyson
At 31 October 2022
at 9p each
No
At 31 October 2021
at 9p each
No
500,000
200,000
500,000
200,000
The options are exercisable at 9p per share on or by 20 April 2025.
Share Options in Ordinary shares of 0.5p each
Michael Infante
Alice Dyson
Steven Gunning
At 31 October 2022
at 6p each
No
At 31 October 2021
at 6p each
No
1,000,000
1,000,000
500,000
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 2022
at 6p each
No
At 31 October 2021
at 6p each
No
750,000
750,000
500,000
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 Infante
Alice Dyson
Steven Gunning
Claire Blunt
Brian Berg
At 31 October 2022
at 7.31p each
No
At 31 October 2021
at 7.31p each
No
500,000
500,000
500,000
250,000
250,000
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.
25
Remuneration Committee Report - continued
For the year ended 31 October 2022
The options are subject to performance criteria set out below being satisfied on an individual or aggregated
basis over the three year period:
•
•
•
•
33% of the options vest on the 1st anniversary of the Grant Date provided that total shareholder return
(as set out in the Annual Report and Accounts for the Company) is equal to or greater than 5% for the
financial year;
33% of the options vest on the 2nd anniversary of the Grant Date provided that total shareholder return
(as set out in the Annual Report and Accounts for the Company) is equal to or greater than 5% for the
financial year;
33% of the options vest on the 3rd anniversary of the Grant Date provided that total shareholder return
(as set out in the Annual Report and Accounts for the Company) is equal to or greater than 5% for the
financial year;
In the event that the total shareholder return target is not met in any single year but, in any subsequent
year or years, the total shareholder return criteria is met on an aggregated basis, the vesting condition for
those aggregated periods shall be deemed satisfied.
By order of the Board
Brian Berg
Chairman of the Remuneration Committee
26
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;
•
• make judgments and estimates that are reasonable and prudent;
•
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.
•
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.
27
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 2022 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:
•
•
•
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 2022 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 United
Kingdom 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
28
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:
•
•
•
•
•
•
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:
•
•
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 performed 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.
29
Independent Auditors' Report
to the Members of One Media iP Group Plc
How the scope of our audit responded to the risk
Procedures:
•
•
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:
•
•
•
•
•
•
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 £90,000 (2021: £54,000), based on 5% of EBITDA. Performance materiality of £72,000 (2021: £43,000)
was applied for testing and it was agreed with the board that we would report on all audit differences in excess
of £4,500 (2021: £2,700), 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
30
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:
•
•
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:
•
•
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
the financial statements are not in agreement with the accounting records and returns; or
•
•
certain disclosures of directors remuneration specified by law are not made; or
• 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.
31
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:
• Enquiry of management and those charged with governance around actual and potential litigation
and claims;
• Enquiry of management and those charged with governance to identify any material instances of
non-compliance with laws and regulations;
• Reviewing financial statement disclosures and testing to supporting documentation to assess
compliance with applicable laws and regulations;
• 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 Audit
Chartered Accountants and Statutory Auditors
Reading Bridge House
George Street
Reading
RG1 8LS
28 March 2023
32
Consolidated Statement of Comprehensive Income
For the year ended 31 October 2022
Revenue
Distribution charges
Royalty costs
Other costs
Net revenue
Amortisation of catalogues
Administration expenses
Foreign exchange 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
Profit for period attributable to equity
shareholders and total comprehensive income
for the year
Basic earnings per share
Diluted earnings per share
Note
1
2
15
3
3
17
4
7
7
Year ended
31 October
2022
Year ended
31 October
2021
£
£
5,128,840
4,389,581
(1,090,703)
(459,115)
(253,334)
(1,107,127)
(435,386)
(66,542)
3,325,688
2,780,526
(806,082)
(1,604,863)
34,365
(599,308)
(1,040,706)
(64,554)
949,108
-
(384,416)
-
564,692
-
564,692
(126,442)
1,075,958
(77,178)
(184,045)
1
814,736
(93,939)
720,797
(176,222)
438,250
544,575
0.20p
0.16p
0.24p
0.20p
The Consolidated Statement of Comprehensive Income has been prepared on the basis that all operations
are continuing activities.
The notes on pages 38 to 61 form part of these financial statements.
33
Consolidated Statement of Changes in Equity
For the year ended 31 October 2022
Share
Capital
Share
redemption
reserve
Share
premium
£
£
£
Share
based
payment
reserve
£
Retained
earnings
Total equity
£
£
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 1 November 2021
1,112,231
239,546
9,484,577
504,399 3,418,054
14,758,807
Proceeds from the issue
of new shares
Share based payment
charge
Profit for the year
Dividends paid
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
438,250
438,250
(122,345)
(122,345)
At 31 October 2022
1,112,231
239,546
9,484,577
504,399 3,733,959
15,074,712
The notes on pages 38 to 61 form part of these financial statements.
34
Consolidated Statement of Financial Position
At 31 October 2022
Note
At
31 October
2022
At
31 October
2021
£
£
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
14,438,031
12,998
13,484,077
44,007
14,451,029
13,528,084
1,472,369
2,175,663
1,481,077
2,565,813
3,648,032
4,046,890
18,099,061
17,574,974
993,646
158,253
937,622
132,830
1,151,899
1,070,452
1,872,450
1,745,735
3,024,349
2,816,187
1,112,231
239,546
9,484,577
504,399
3,733,959
1,112,231
239,546
9,484,577
504,399
3,418,054
15,074,712
14,758,807
Total equity and liabilities
18,099,061
17,574,974
The notes on pages 38 to 61 form part of these financial statements.
The Consolidated Financial Statements were approved by the Directors on 28 March 2023 and signed on
their behalf by:
Michael Infante
Director
35
Company Statement of Financial Position
At 31 October 2022
Note
At
31 October
2022
£
At
31 October
2021
£
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
950,275
950,275
11,137,113
1,878,513
10,695,583
2,314,653
13,015,626
13,010,236
13,965,901
13,960,511
220,183
24,995
245,178
169,362
24,995
194,357
1,872,450
1,745,735
2,117,628
1,940,092
1,112,231
239,546
9,484,577
403,374
608,545
1,112,231
239,546
9,484,577
403,374
780,691
11,848,273
12,020,419
Total equity and liabilities
13,965,901
13,960,511
The notes on pages 38 to 61 form part of these financial statements.
The Company Financial Statements were approved by the Directors on 28 March 2023 and signed on their
behalf by:
Michael Infante
Director
36
Consolidated and Company Cash Flow Statement
For the year ended 31 October 2022
Cash flows from
operating activities
Operating profit/(loss) before
tax
Amortisation
Depreciation
Share based payments
Finance income
Finance costs
(Increase)/decrease in
receivables
Increase/(decrease) in
payables
Corporation tax paid
Net cash inflow/(outflow)
from operating activities
Cash flows from
investing activities
Investment in intellectual
property rights and TCAT
Investment in property, plant
and equipment
Finance income
Net cash used in
investing activities
Cash flows from
financing activities
Net proceeds from the issue of
new shares
Finance cost paid
Bank loan
Loan notes repayment
Loan notes
Dividend paid
Net cash inflow/(outflow)
from financing activities
Net change in cash and
cash equivalents
Cash at the beginning of
the year
Cash at the end of the
year
Year ended
31 October
2022
Group
Year ended
31 October
2021
Group
Year ended
31 October
2022
Company
Year ended
31 October
2021
Company
£
£
£
£
564,692
806,082
40,577
-
-
384,416
720,798
599,169
50,509
77,178
(1)
184,045
(49,801)
-
-
-
-
(418,586)
369,263
-
77,178
(1)
-
(24,879)
(313,783)
(414,111)
(4,070,290)
(175,323)
(14,926)
(69,144)
(72,063)
23,402
-
144,017
-
1,580,639
1,176,708
(440,510)
(3,898,419)
(1,760,036)
(5,199,087)
(9,569)
-
(3,257)
1
(1,769,605)
(5,202,343)
-
-
-
-
-
-
1
1
-
(205,554)
1,900,000
(1,900,000)
126,715
(122,345)
13,750
(114,873)
-
-
48,492
(122,345)
-
-
1,900,000
(1,900,000)
126,715
(122,345)
13,750
(114,873)
-
-
48,492
(122,345)
(201,184)
(174,976)
4,370
(174,976)
(390,150)
(4,200,611)
(436,140)
(4,073,394)
2,565,813
6,766,424
2,314,653
6,388,047
2,175,663
2,565,813
1,878,513
2,314,653
37
Principal Accounting Policies
For the year ended 31 October 2022
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 United Kingdom. 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.
38
Principal Accounting Policies
For the year ended 31 October 2022
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.
39
Principal Accounting Policies
For the year ended 31 October 2022
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.
40
Principal Accounting Policies
For the year ended 31 October 2022
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 which it relates.
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.
41
Principal Accounting Policies
For the year ended 31 October 2022
Property, plant and equipment - continued
Lease policy
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.
42
Principal Accounting Policies
For the year ended 31 October 2022
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 two significant business segments which are the digital “net-label” market and SaaS
platform, 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.
43
Principal Accounting Policies
For the year ended 31 October 2022
Identification of cash-generating units
There is judgement required in determining the cash-generating units. At each reporting date management
review the interdependency of revenues across the Group to determine the appropriate cash-generating
unit. During the year it was recognised that the cash inflows of the TCAT cash-generating unit were largely
interdependent such that they have been reported as a single cash-generating unit. The increase in the
interdependency has been accelerated due to the increased scale of development in TCAT’s SaaS software.
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.
44
Principal Accounting Policies
For the year ended 31 October 2022
Assessment of useful life of intangible assets
In order to calculate the amortised cost of the intangible assets it is necessary to assess the useful economic
life of the copyright interests in Catalogues. This requires forecasts of the expected future revenue from the
copyright interests, which contains uncertainties as the ongoing popularity of a Catalogue can fluctuate
unexpectedly. An assessment of the useful life of each Catalogue is considered at each reporting period,
which is 20 years, in line with industry standard.
Assessment of impairment
Intangible assets are subject to an annual impairment review which relies on assumptions made by the
Board. Assumptions are updated annually, specifically those relating to future cash flows.
When considering whether a Catalogue of should be impaired, the Board considers a co-efficient analysis
that incorporates various factors, including the time remaining of when the recoverable value equals the fair
value based on the rate of amortisation, the ability for the Company to renegotiate administration rates and
the active management that is undertaken.
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:
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 2023 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 2023 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.
45
Principal Accounting Policies
For the year ended 31 October 2022
Adoption of new or amended IFRS – continued
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 2023 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;
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 2023 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.
46
Notes to the Consolidated Financial Statements
For the year ended 31 October 2022
1. Segmental Analysis
IFRS 8 ‘Operating Segments’ requires the Group’s segments to be identified on the basis of internal reports
about components of the Group that are regularly reviewed by the Chief Operating Decision Maker to
allocate resources to the segments and to assess their performance. The Chief Operating Decision Maker is
considered to be the Chief Executive Officer of One Media IP Group Plc.
The Chief Operating Decision Maker receives and reviews segmental operating profit. Certain central
administrative costs including Group Directors’ salaries are included within the Group’s Licenses result. This
is consistent with the results as reported to the Chief Operating Decision Maker.
Each segment is shown net of intercompany transactions and balances within that segment. The
eliminations remove intercompany transactions and balances between the different segment which primarily
relate to the net draw down of loans and short-term working capital funding provided by One Media IP Group
Plc to the other company in the Group. Inter-segment transactions are undertaken in the ordinary course of
business on arm’s length terms.
Information regarding the Group’s reportable operating segments for the year ended 31 October 2022 is
shown below:
Income statement
Revenue
Distribution charges
Royalty costs
Other costs
Net revenue
Amortisation
Administration expenses
Foreign exchange gains
Operating profit
Finance costs
Licenses
£
TCAT
£
Total
£
4,761,943
(1,090,703)
(459,115)
(78,730)
3,133,395
366,897
-
-
(174,604)
192,293
5,128,840
(1,090,703)
(459,115)
(253,334)
3,325,688
(720,635)
(1,146,172)
25,804
(85,447)
(458,691)
8,561
(806,082)
(1,604,863)
34,365
1,292,392
(343,284)
949,108
(356,732)
(27,864)
(384,416)
Profit / (loss) before taxation
935,660
(370,968)
564,692
Tax expense
Profit for the period
(126,442)
438,250
Total assets and liabilities
Total assets
Total liabilities
Total segment net assets/ (liabilities)
Licenses
£
18,318,839
(2,930,914)
15,387,925
TCAT
£
1,458,896
(1,772,109)
(313,213)
Eliminations
£
(1,678,674)
1,678,674
-
Total
£
18,099,061
(3,024,349)
15,074,712
47
Notes to the Consolidated Financial Statements
For the year ended 31 October 2022
Geographical information
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:
Revenue
United Kingdom
North America & rest of world
Europe
Year ended
31 October
2022
Year ended
31 October
2021
£
£
345,121
4,244,479
539,240
148,866
3,909,097
331,618
5,128,840
4,389,581
The Group considers it has two business segments with its Profit from the acquisition and exploitation of
mixed media intellectual property rights for distribution and a SAAS platform, ultimately earned from its sole
activity in the United Kingdom.
Revenue by segment
Licenses and other media intellectual property
TCAT
Year ended
31 October
2022
Year ended
31 October
2021
£
£
4,761,943
366,897
4,243,787
145,794
5,128,840
4,389,581
Included in revenues for the year ended 31 October 2022 it is estimated that £819,000 (2021: £867,000) is
from its largest ultimate customer and £410,000 (2021: £412,000) from its second largest ultimate customer.
Together these represent 24% (2021: 29.1%) of the total Group revenue for the year. In addition, the
company relies on a distribution aggregator (The Orchard) who channels approximately 51% (2021: 63%) of
the Group’s turnover.
2. Operating profit
Operating profit is stated after charging:
Group
Year ended
31 October
2022
Year ended
31 October
2021
£
£
Directors' remuneration
Amortisation of intangible assets
Depreciation of plant, property and equipment
Auditors' remuneration - audit fees
Auditors' remuneration - taxation
(Gain)/loss on foreign exchange
493,992
806,082
40,578
22,500
6,400
(34,365)
Included in audit fees above is £6,900 (2021: £6,500) for the audit of the parent Company.
518,142
559,308
50,509
19,600
5,850
64,554
48
Notes to the Consolidated Financial Statements
For the year ended 31 October 2022
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
2022
£
Year ended
31 October
2021
£
(384,416)
-
(184,045)
1
Year ended
31 October
2022
Year ended
31 October
2021
£
£
105,703
20,739
171,122
5,100
126,442
176,222
The standard rate of tax for the year, based on the UK standard rate of corporation tax is 19% (2021: 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
2022
Year ended
31 October
2021
£
£
Profit on ordinary activities before tax
564,692
814,737
Tax on profit on ordinary activities at 19% (2021:
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
Research and development
Total tax charge
107,292
154,800
13,619
-
8,225
5,719
(8,413)
18,071
-
5,100
8,768
(10,517)
126,442
176,222
The main rate of corporation tax will rise from 19% to 25% from 1 April 2023 to 25%. On this basis deferred
tax is provided at the future rate of 25%.
49
Notes to the Consolidated Financial Statements
For the year ended 31 October 2022
5. Employee information
Directors' emoluments - excluding applicable share
option and pension charges
Fees paid to directors
Share option charge
TCAT staff payroll and expenses
Wages and salaries
Social security
Pension
Benefit in kind
Year ended
31 October
2022
Year ended
31 October
2021
£
£
485,292
69,274
-
752,701
188,589
46,540
8,340
-
390,565
59,688
77,178
534,894
158,439
58,679
7,011
1,068
1,550,736
1,287,522
The average monthly number of Group employees (excluding non-executive directors) during the year was
as follows:
Year ended
31 October
2022
Year ended
31 October
2021
Technical, creative technicians and management
Developers and management (TCAT Ltd)
12
9
11
7
6. Parent Company Profit and Loss Account
The loss for the year to 31 October 2022 dealt within in the financial statements of the parent Company was
£172,146 (2021: loss £540,931). 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
222,446,249 (2021: 222,446,249) and for the diluted earnings per share assuming the exercise of all
warrants and share options is 267,779,582 (2021: 267,606,979).
The calculation of basic earnings per share is based on the profit for the period of £438,251 (2021:
£544,575). Based on the weighted average number of shares in issue during the year of 222,446,249 (2021:
222,446,249) the basic earnings per share is 0.20p (2021: 0.24p). The diluted earnings per share is based
on 267,779,582 shares (2021: 267,606,979) and is 0.16p (2021: 0.20p).
50
Notes to the Consolidated Financial Statements
For the year ended 31 October 2022
8. Intangible assets - Group
Cost
At 1 November 2020
Additions
Disposals
At 31 October 2021
Additions
Disposals
At 31 October 2022
Amortisation
At 1 November 2020
Charge for the year
Disposals
At 31 October 2021
Charge for the year
Disposals
At 31 October 2022
Net book value
At 31 October 2022
At 31 October 2021
Licenses
and other
intangibles
£
11,214,491
4,438,554
(93,939)
TCAT
£
-
854,472
-
Total
Intangible
assets
£
11,214,491
5,293,028
(93,939)
15,559,106
854,472
16,413,578
1,225,577
-
534,459
-
1,760,036
-
16,784,683
1,388,931
18,173,614
2,330,332
553,369
-
-
45,800
-
2,330,332
599,169
-
2,883,701
45,800
2,929,501
720,635
-
85,447
-
806,082
-
3,604,336
131,247
3,735,583
13,180,347
1,257,684
14,438,031
12,675,405
808,672
13,484,077
All amortisation is included in Cost of sales in the Consolidated Statement of Comprehensive Income.
51
Notes to the Consolidated Financial Statements
For the year ended 31 October 2022
9. Property, plant and equipment - Group
Office
equipment
Fixtures
and
fittings
Right of
Use
assets
Total
£
£
£
£
70,580
3,256
-
73,836
9,569
-
83,405
65,723
3,351
-
69,074
4,190
-
73,264
10,141
4,762
11,294
-
-
98,692
-
-
11,294
98,692
-
-
-
-
180,566
3,256
-
183,822
9,569
-
11,294
98,692
193,391
11,096
198
-
12,487
46,960
-
89,306
50,509
-
11,294
59,447
139,815
-
-
36,388
-
40,578
-
11,294
95,835
180,393
-
-
2,857
12,998
39,245
44,007
Cost
At 1 November 2020
Additions
Disposals
At 31 October 2021
Additions
Disposals
At 31 October 2022
Depreciation
At 1 November 2020
Charge for the year
Disposals
At 31 October 2021
Charge for the year
Disposals
At 31 October 2022
Net book value
At 31 October 2022
At 31 October 2021
All depreciation is included in administrative expenses in the Consolidated Statement of Comprehensive
Income.
52
Notes to the Consolidated Financial Statements
For the year ended 31 October 2022
10. Investment in subsidiary undertakings
At 1 November 2021
Movement in period
At 31 October 2022
Total
£
950,275
-
950,275
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
Ordinary
100%
One Media Publishing Limited
Company number 082123128
OMIP Ltd
Company number 10585974
TCAT OMIP Limited
Company number 10586072
Men & Motors Limited
Company number 10582506
Harmony IP Limited
Company number 11974465
TCAT Limited
Company number NI669086
England and
Wales
England and
Wales
England and
Wales
England and
Wales
England and
Wales
Northern
Ireland
Dormant
Ordinary
100%
Dormant
Ordinary
100%
Dormant
Ordinary
100%
Dormant
Ordinary
100%
Dormant
Ordinary
100%
Other information
technology service
activities
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
Amounts owed by group
undertakings
Trade receivables
Social security and other taxes
Other receivables
Prepayments
31 October
2022
Group
£
31 October
2021
Group
£
-
364,970
45,836
1,009,598
51,965
-
326,427
33,587
1,053,156
67,907
31 October
2022
Company
£
11,100,919
-
-
-
36,194
31 October
2021
Company
£
10,637,236
-
-
6,998
51,349
1,472,369
1,481,077
11,137,113
10,695,583
53
Notes to the Consolidated Financial Statements
For the year ended 31 October 2022
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 (2021: £nil) was made for doubtful debts at 31 October 2022.
12. Cash and cash equivalents
An analysis of cash and cash equivalent balances by currency is shown below:
GB£
US$
Euro
13. Trade and other payables
Current
Trade payables
Social security and other taxes
Corporation tax
Accruals & deferred Income
Other payables
RoU liabilities
31 October
2022
Group
31 October
2021
Group
31 October
2022
Company
31 October
2021
Company
£
£
£
£
1,938,299
210,915
26,449
2,332,682
221,333
11,798
1,878,513
-
-
2,314,653
-
-
2,175,663
2,565,813
1,878,513
2,314,653
31 October
2022
Group
£
31 October
2021
Group
£
31 October
2022
Company
£
31 October
2021
Company
£
96,471
45,836
308,047
212,552
326,912
3,828
177,403
25,093
156,441
150,012
389,428
39,245
54,300
27,418
-
138,465
-
-
55,761
-
-
113,601
-
-
993,646
937,622
220,183
169,362
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.
54
Notes to the Consolidated Financial Statements
For the year ended 31 October 2022
14. Deferred tax liability
Group
Opening balance
Origination and reversal of timing differences
Total deferred tax liability
31 October
2022
31 October
2021
£
£
132,830
25,423
158,253
117,356
15,474
132,830
The Group has estimated trading losses of £nil (2021: £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:
31 October
2022
31 October
2021
£
24,995
-
-
24,995
£
24,995
-
-
24,995
31 October
2022
31 October
2021
£
£
200,000,000 ordinary shares of 0.5p each
1,000,000
1,000,000
Issued:
222,446,249 (2021: 222,446,249) ordinary shares of 0.5p each
1,112,231
1,112,231
55
Notes to the Consolidated Financial Statements
For the year ended 31 October 2022
15. Share capital - continued
The movement in the issued share capital over the last year has been as follows:
Balance at 1 November 2021
Shares issued in period
Balance at 31 October 2022
£
1,112,231
-
1,112,231
On 21 April 2015 a further 700,000 share options of 9p were issued to 1 director and 1 member of staff
remain outstanding at 31 October 2022 (2021: 1,200,000). These options are exercisable on or before 20
April 2025.
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 2022 (2021: 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 2022 (2021: 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 2022 (2021: 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 2022 (2021: 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 2022 (2021: 3,800,000). 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%.
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%.
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%.
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 £nil has been made for the year ended 31 October 2022
(2021: £77,178 ).
56
Notes to the Consolidated Financial Statements
For the year ended 31 October 2022
16. Company reserves
Share
redemption
reserve
Share
premium
£
£
Share
based
payment
reserve
£
Retained
earnings
Total
£
£
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
(as restated)
Profit/(loss) for the year (as
restated)
Dividend paid
-
-
-
-
-
11,250
-
-
-
-
-
-
77,178
-
-
-
11,250
-
77,178
-
-
(519,611)
(519,611)
(122,345)
(122,345)
At 1 November 2021
239,546
9,484,577
403,374
682,985
10,810,482
Proceeds from the issue of
new shares
Fund raise costs
Share based payment charge
Profit/(loss) for the year
Dividend paid
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(49,801)
(49,801)
(122,345)
(122,345)
At 31 October 2022
239,546
9,484,577
403,374
510,839
10,638,336
The Consolidated Statement of Changes in Equity is shown on page 34.
17. Dividends
The total dividend paid in the year ended 31 October 2022 was £122,345 (2021: £122,345).
18. 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.
57
Notes to the Consolidated Financial Statements
For the year ended 31 October 2022
19. Capital commitments
There were no capital commitments at 31 October 2022 or at 31 October 2021.
20. 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
9
2022
£
10,141
2,857
12,998
2021
£
4,762
39,245
44,007
Information about leases for which the company is a lessee is presented below.
Right of Use Assets
2022
Balance at 1 November 2021
Additions in the year
Depreciation charge for the year
Balance at 31 October 2022
Lease Liabilities
Property
£
28,492
-
(28,492)
-
Equipment
£
10,753
-
(7,896)
2,857
Total
£
39,245
-
(36,388)
2,857
Maturity Analysis – contractual undiscounted cashflows
Less than one year
One to five years
More than five years
Total undiscounted leases liabilities at 31 October 2022
Lease liabilities included in the statement of financial position at 31 October 2022
Current
Non-current
Amounts recognised in profit or loss
Interest on lease liabilities
Total
21. Financial instruments
£
3,828
-
-
3,828
3,762
3,762
-
2022
£
1,194
1,194
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.
58
Notes to the Consolidated Financial Statements
For the year ended 31 October 2022
21. Financial instruments - continued
Borrowings
Loan facility
31 October
2022
Group
£
31 October
2021
Group
£
31 October
2022
Company
£
31 October
2021
Company
£
1,872,450
1,745,735
1,872,450
1,745,735
1,872,450
1,745,735
1,872,450
1,745,735
During the period the Group refinanced its outstanding unsecured loan notes held by British Growth Fund,
which carried a fixed interest rate of 7%. The refinancing is by way of a secured facility from Coutts & Co.
priced at base rate plus 3.5%, amortising on a straight-line basis over five years.
Financial assets by category
Categories of financial asset included in the Consolidated Statement of Financial Position are as follows:
Loans and
receivables
£
Non
financial
assets
£
2022
Total
£
Loans and
receivables
£
-
-
364,970
12,998
-
12,998
364,970
326,427
-
1,055,432
51,965
2,175,663
-
-
-
-
-
1,055,432
51,965
50,943
1,053,156
67,906
2,175,663
2,565,813
Non
financial
assets
£
2021
Total
£
4,762
39,245
-
4,762
39,245
326,427
-
-
-
-
50,943
1,053,156
67,906
2,565,813
3,648,030
12,998
3,661,028
4,013,302
44,007
4,057,309
Property, plant and
equipment
RoU assets
Trade receivables
Social security and
other taxes
Other receivables
Prepayments
Cash and cash
equivalents
Included within loan and receivables above are cash and cash equivalents of £2,175,663 (2021:
£2,565,813), and trade and other receivables of £54,096 (2021: £58,348) excluding amounts owed by group
undertakings in relation to the company.
Trade Receivables at 31 October 2022 of £364,970 (2021: £326,427) include £251,264 (2021: £272,665)
payable in $USD and £7,103 (2021: £17,855) payable in Euro.
59
Notes to the Consolidated Financial Statements
For the year ended 31 October 2022
21. Financial instruments - continued
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
£
96,471
45,836
308,047
158,253
-
392,427
3,828
1,872,450
Liabilities
not within
the scope
of
IAS 39
£
-
-
-
-
2022
Total
£
Other
financial
liabilities
at
amortised
cost
£
96,471
177,403
45,836
308,047
158,253
25,091
156,441
132,830
2021
Total
Liabilities
not within
the scope
of
IAS 39
£
-
-
-
-
£
177,403
25,091
156,441
132,830
212,552
212,552
392,427
-
-
3,828
- 1,872,450
-
389,430
39,245
1,745,735
150,012
-
-
-
150,012
389,430
39,245
1,745,735
2,877,312
212,552 3,089,864
2,666,175
150,012
2,816,187
Trade payables
Social security and other
taxes
Corporation tax
Deferred tax
Accruals and deferred
income
Other payables
RoU liabilities
Borrowings
Included within other financial liabilities are trade payables of £nil (2021: £nil) and other payables of £6,900
(2021: £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 £2,175,663, is £3,648,031 (2021: £4,013,301).
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.
60
Notes to the Consolidated Financial Statements
For the year ended 31 October 2022
21. Financial instruments - continued
All the financial liabilities noted above, with the exception of the liability to deferred tax of £158,253 (2021:
£132,830) and borrowings of £1,872,450 (2021: £1,745,735), are expected to result in cash outflow within
six months of the year end. Borrowings are to be repaid in equal quarterly instalments, with the final
payment due in September 2027.
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$1,140,088 (2021:
USD$1,347,797) equivalent to £988,630 (2021: £985,448) and Euro 39,014 (2021: Euro 35,099) equivalent
to £33,552 (2021: £29,652) 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 £113,576 (2021: £112,789).
Included in Accruals & deferred income and Other payables is USD$71,770 (2021: USD$6,907) equivalent
to £62,236 (2021: £5,050) payable in USD$. 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 £6,915 (2021: £561).
22. Related party transactions
There were no related party transactions in the year under review or in the year ended 31 October 2021,
other than transactions with the directors as disclosed in the Directors' Report and note 5 to the financial
statements.
At 31 October 2022 the principal operating subsidiary One Media iP Limited owed the Company
£11,100,919 (2021: £10,637,236).
No formal inter-company loan agreement is in existence between the Company and its subsidiaries. During
the year the Company made a management charge of £329,049 (2021: £306,682) against One Media iP
Limited and received a dividend of £500,000 (2021: £350,000).
61
Angelo Starr
Cole Taylor
Kid Creole
Michael Dulaney
Barry Blue
Katrina Leskanich
Philip Wesley
Mungo Jerry
Mago de Oz
Steven Levine
Sham 69
Evelyn Thomas
Don Williams
The Real Thing
Take That