Acquiring content, monetising the future
Annual Reports
and Accounts
One Media iP Group PLC
For the year ended 31 October 2023
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 | talk@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
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
Ninth Floor 107 Cheapside
London EC2V 6DN
Cavendish Capital Markets Limited
One Bartholomew Close
London EC1A 7BL
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
1
2
3 - 6
7 - 13
14 - 15
16 - 18
19 - 20
21 - 23
24
25 - 29
30
31
32
33
34
35 - 43
44 - 58
Financial and Operational Highlights
For the year ended 31 October 2023
Financial highlights
•
•
5% increase in total revenue to £5.4 million (2022: £5.1 million) and EBITDA of £1.4 million (2022: £1.8
million), driven by organic growth and active portfolio management.
5% uplift in net revenues (net of distribution charges, royalty and other costs) to £3.5 million (2022: £3.3
million).
• Operating profit of £0.5 million (2022: £0.9 million) and EPS of 0.05p (2022:0.20p), reflecting continued
•
investment into TCAT in line with Group strategy.
£2.1 million invested, including £1.4 million into new acquisitions matching the Company’s appetite for
proven, recurring income streams that have the potential for further monetisation.
• Strong balance sheet with cash balance of £1.2 million (2022: £2.2 million) offering headroom for strategic
investment.
IFRS NAV per Ordinary Share unchanged at 7p (2022: 7p).
•
• Operative NAV per Ordinary Share of 18p ⑴
•
The directors recommend a final dividend of 0.055p per share
Operational and portfolio highlights
• Acquisition of licensor's income share of Entertain Me catalogue including songs by Gloria Gaynor, The
Drifters, Louis Armstrong, Don Williams and James Brown; funded through existing cash resources at
advantageous earnings multiple.
• Renewal of distribution deal with The Orchard, including US$1.0 million advance.
• Ongoing active management of music and video rights portfolio, with focus on maximising potential of
catalogues which include recorded and/or producers’ royalty rights to songs written or performed by
Culture Club, Don Williams, Mungo Jerry, José Carreras, Kid Creole, Mago De Oz and the producers
royalty on certain Take That tracks.
• Continued strategic development of the TCAT software initiative, with trials with internationally recognised
songwriters and two major record labels and world’s largest digital music distributor.
• New TCAT product – TCAT Protect aimed at individual artists and composers set to launch in 2024 as
an ‘App’.
Continuing growth of music market underpinned by positive structural trends
• Goldman Sachs’ Music in the Air report (June 2023) maintained strong growth outlook for the music
industry forecasting global music industry revenues to grow at +7.1% yoy in 2023 (+8% prior), with 2023-
2030 CAGR upgraded to +7.3% (+7.1% prior).
In March 2024, MIDiA Research reported 9.8% growth in global recorded music revenues in 2023 to
$35.1 billion, compared to 7.1% in 2022, meaning the market is now more than double (124.5%) the size
it was in 2015.
•
• New opportunities to license music and grow royalties continuing to emerge, including in new territories
and with new technology advances.
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 2023
The Board is pleased to present a solid set of results for 2023. While last year was a challenging one for
markets, with rising interest rates, inflationary pressures and uncertainty created by conflicts in the Middle
East and Ukraine, the music industry remained resilient and the growth outlook for the sector continued to
improve.
Against this, we have delivered a robust set of results in line with expectations, including increases in total
revenue to £5.4 million and an operating profit of £0.5 million, after investments in new music rights and TCAT.
Throughout last year, as communicated, the Company’s strategic focus was set towards the growth and
development of its proprietary anti-piracy software, TCAT (Technical Copyright Analysis Tool). This followed
an assessment of the strategic position of the TCAT business, in conjunction with the Group’s advisers and
alongside consultation with major shareholders.
As expected, the strategic focus on TCAT has impacted Group profits, but TCAT is pioneering an important
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.
Music rights, which form the core of the Group’s investments, are attractive to investors because they generate
reliable, uncorrelated returns and the full year results for 2023 reflect this. The portfolio remains in good hands
and credit is due to the management team for continuing to navigate the Group to positive results.
The economic outlook has stabilised somewhat compared to last year, with the Bank of England bringing a
halt to successive interest rate rises for now, but we retain caution going into 2024 and will continue to consider
the market backdrop when making decisions on behalf of shareholders. However, the outlook for the music
industry remains positive and revenues continue to grow across the board, alongside the range of
opportunities to monetise music.
The Group’s ongoing positive performance against this encouraging industry backdrop leaves us optimistic
about the year ahead 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
2
Chief Executive’s Statement
For the year ended 31 October 2023
Financial performance
Monetisation of intellectual property rights is the Group’s primary business mission and the expertise and
experience of the team means that it can identify investments that have been undermanaged, but have latent
potential due to their lasting appeal to music fans and listeners.
This core business of music rights has once again delivered positive results, with a 5% uplift in total revenues
to £5.4 million. Net revenues also increased by 5% to £3.5 million (2022: £3.3 million). IFRS NAV per Ordinary
Share remained unchanged at 7p with Operative NAV per Ordinary Share of 18p.
We have continued to invest into TCAT, following the in-depth strategic review undertaken in 2022/2023, and
as a result and as expected, profitability has reduced compared to the prior period. The Group delivered an
operating profit of £0.5 million (2022: £0.9 million) and EPS of 0.05p (2022: 0.20p), with the reduction on last
year reflecting the diversion of capex into TCAT.
£2.1 million was invested overall during the period, including £1.4 million into new acquisitions which meet our
strict investment strategy, focused on proven, recurring income streams that have the capacity for growth
through our expertise.
Further to these investments into new acquisitions and into TCAT, we maintain a healthy cash balance of £1.2
million at the year end.
Portfolio management & operational update
In September 2023, the Group announced the acquisition of the licensor's income share only of the ‘Entertain
Me’ catalogue of rights (the ‘Catalogue’) on an in-perpetuity basis. Comprising more than 15,000 tracks, the
Catalogue includes songs performed by a wide range of high profile and enduring artists such as Dean Martin,
The Drifters, Don Williams, Gloria Gaynor, James Brown, Judy Garland, Jose Carreras, Ray Charles, Jacki
Wilson, the Royal Philharmonic Orchestra, The New England's Children’s Choir and Louis Armstrong. The
vintage of the Catalogue’s songs range from the 1940s to the 1970s and it is also diversified by genre,
including classical, blues, country, children’s music, lullabies, jazz, swing and disco.
The transaction supports the Company’s strategy of owning and managing evergreen music rights that have
a proven track record of delivering long term, recurring income, as well as opportunities to extract additional
value via the Company’s deep expertise in rights management.
The investment was undertaken via One Media's Harmony IP asset release programme, which allows music
rights holders advanced access to the future earnings of their intellectual property by purchasing a portion of
their rights upfront. The initiative is open to all of the Company’s licensor partners and, as evidenced by this
deal, has allowed One Media to increase its profitability using its resources to acquire additional royalty
streams.
During the year, we also renewed our arrangements with The Orchard (the “Distributor”), our long term
distribution partner who we have been working with since 2006. The new agreement included a US$1 million
recoupable advance to One Media, which was drawn down by the Company immediately and can be deployed
towards catalogue enrichment. The advance is recoupable by the Distributor against future sales by the
Company.
The Distributor aggregates One Media's content to over 202 territories globally, including to the major Digital
Service Providers (DSPs) such as Spotify, Apple Music and Amazon Music, Tidal and Deezer and is
responsible for collecting monies in a variety of currencies globally for the Company. They perform a crucial
role in the monetisation of the rights in One Media's portfolio.
3
Chief Executive’s Statement
For the year ended 31 October 2023 - continued
All of these efforts work towards management’s mission of maximising the existing portfolio of music
copyrights.
Highlights of proactive music management, generating increased income from the rights held in the portfolio,
include the placement of ‘String Quartet No. 13 in A minor “Rosamunde”: ‘Andante’ and ‘February from The
Seasons, Op. 37’ from the Point Classics catalogue in American adult animated science fiction drama series
Pantheon 101 and 107. The episodes aired on AMC+ on 1 September and 6 October 2023 respectively.
‘Concerto for Violin and Orchestra in D Major Op. 61 – Rondo: Allegro’ and ‘Variations for Violoncello and
Orchestra – Adagio from “Kol Nidrei” Op. 47 – Adagio’ were placed in American comedy TV series Random
Acts of Flyness S2EP01 and S2EP02 respectively. The episodes aired on HBO Max on 6 December 2022.
‘Concerto for Violin, Strings and Basso Continuo No. 1 in A minor BWV 1041: Allegro’, from the Point Classics
catalogue, was placed into an episode of ‘Star Trek: Picard’. The episode it featured in (season 3, episode 8)
aired on Paramount+ on 6 April 2023.
‘The Magic Flute – Dies Bildnis ist bezaubernd schön’ from the Point Classics catalogue was placed in
American post-apocalyptic drama The Walking Dead: Dead City, S1EP06, which aired on 23 July 2023 on
AMC.
‘Symphony No. 6 “Pathetique”: Allegro con grazia’ from the Point Classics catalogue was placed in the popular
American TV series Riverdale (S7EP18), which aired on CW and Netflix on 9 August 2023.
Beyond the core focus of the business, we continued with the strategic allocation of cash towards TCAT,
stemming from our objective to expand our investment into the proprietary software platform to grow its brand
and customer base at this important juncture for the industry.
Our investments into research and development have continued to yield innovative solutions, enabling the
whole Group to respond to evolving digital technology market demands with even more effectiveness.
Strategy and outlook
One Media derives the majority of its 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.
Our focus on more mature compositions with proven durability underpins the delivery of reliable, long term
and secure income from an extensive portfolio of over 240,000 music tracks, diversified across a range of
genres including pop, rock, country and classical. Thanks to this strategy, around 97% of our income 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.
4
Chief Executive’s Statement
For the year ended 31 October 2023 - continued
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.
Finally, the Group’s Technical Copyright Analysis Tool (“TCAT”), now accessed via an online portal on an
ongoing subscription basis centrally hosted by TCAT using AWS in the cloud. 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.
The moving landscape of AI in music brings a new era of challenges to the industry. Technology it is thought
cannot compete with human creativity however as the new disrupter, as it is in many industries, its power and
our understanding of where it goes is still to be fully understood. Reengineering all music technology within
our industry from the recording studio, concerts, digital platforms in streaming are affected. Meeting the
demands will be challenging for tech-based companies and one that we will continue to appraise investment
wise on our own technology.
The success of our Group strategy is underpinned by the positive structural trends that the music industry has
enjoyed over the last number of years.
Despite wider geopolitical challenges and some economic uncertainty, the outlook for the music business
continues to be positive with companies across the sector reporting record results and research indicating
significant future growth potential.
In June 2023, Goldman Sachs’ published its annual Music in the Air report, with the bank’s equity research
team maintaining their strong growth outlook for the music industry. The report forecast global music industry
revenues to grow at +7.1% yoy in 2023 (+8% prior), with an upgraded 2023-2030 CAGR of +7.3% (+7.1%
prior). In March 2024, MIDiA Research reported 9.8% growth in global recorded music revenues in 2023 to
$35.1 billion, compared to 7.1% in 2022, meaning the market is now more than double (124.5%) the size it
was in 2015.
New opportunities to license music and grow royalties are emerging all the time, including in new territories
and with new technology advances. It is an exciting time for the music business and we are pleased to be in
a position to both contribute to and benefit from the creative industries.
Finally, I am grateful for the ongoing support of our Staff, Board and Advisors and in particular our
shareholders, as we continue to work hard on their behalf to generate value.
Michael Infante
Chief Executive and Founder
5
Strategic Report
For the year ended 31 October 2023
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 £2.1 million (2022: £1.7 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 £5.4 million (2022: £5.1 million) a 5% 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 £2.1 million (2022: £1.6 million), a 32% 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 AIM. The share price as at 31 October 2023 was 5.75p (2022: 7.25p).
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.
6
Strategic Report
For the year ended 31 October 2023 - 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 2023 approximately 52% (2022: 51%) 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
performance.
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 2023, approximately 78% (2022: 83%) 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 revenue 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.
7
Strategic Report
For the year ended 31 October 2023 - 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 35 to 43, including critical accounting estimates and
judgements on page 40.
8
Strategic Report
For the year ended 31 October 2023 - continued
Cash flows
Full details of cash flows generated by the business are disclosed within the Consolidated Cash Flow
Statement on page 34. The Group generates sufficient cash flows through its ordinary operations, in
combination with funds generated by Company's listing on AIM, to achieve its objectives set out in the
Chairman's Report on page 2.
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 continue to make progress in reducing emissions in our offices during 2023, with the total GHG emissions
associated with activities under direct control of management (Scope 1 and 2 emissions) reducing in 2023
versus 2022. Business Travel using company vehicles reduced by 35%. In terms of Energy efficiency, our
energy usage was reduced in 2023 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. Following a review, the
Company car policy has been changed to provide only electric cars as an option.
Employees using the option to work from home has been supported with 42% spending some or all of their
time at home.
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.
9
Strategic Report
For the year ended 31 October 2023 - 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 2023.
Climate Change Targets
Progress in 2023 is set out below:
Climate Change Targets
Publish a medium-term carbon
emission target by the end of FY
2024
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 2023
Evaluation process is in progress
we are planning for
implementation in 2024.
New policy issued and
implemented during 2023.
Consumption in 2023 was overall
down 10% 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 2023.
2024 Onwards Target
To be completed during FY 2024
Make further progress on
reducing the amount of electricity
used across our offices year on
year. Targets will be established
during 2024.
Targets will be established
during 2024.
To be completed during FY 2024
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.
10
Strategic Report
For the year ended 31 October 2023 - 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
2023
1,200
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 31,497
Business Travel miles
Total Scope 3
Total Scope 3 per million pounds turnover
7,610
Total Scope 1,2,3
Total Scope 1,2,3 per million pounds turnover
KwH
2023
267
267
0
0
31,497
11,085
42,582
42,848
GHG
Emissions
TCo2e
2023
1
1
0
0
0
0
6
49
55
10
56
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.
11
Strategic Report
For the year ended 31 October 2023 - 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
2023, 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 2023
Male
4
2
9
15
Female
1
Total
5
4
1
6
6
10
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.
12
Strategic Report
For the year ended 31 October 2023 - 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 behaviour
• Awareness of long-term strategy
and direction
Partners
• Business strategy
• Application of acquisition strategy
Employees
• Success of the business
• Business sustainability
• Ethical behaviour
• 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
26 April 2024
13
Board of Directors
Claire Blunt
Non-Executive Chairman
Appointed: 6 January 2020
Claire Blunt is a business leader & board director with a career spanning media, digital and retail sectors in
fast-paced, challenging and complex environments. Claire was most recently the Chief Operating Officer of
Future plc, a FTSE 250 global platform for specialist media business, most notably delivering a significant
cost-rationalisation programme to mitigate revenue pressures.
Prior to that she was the Chief Advertising Officer and CEO, International for the Guardian Media Group
delivering exceptional performance in the profitable growth of the global businesses and the advertising and
jobs revenues having worked previously for almost 6 years in Hearst Corporation’s UK & European business
latterly as Chief Financial Operations and Data Officer.
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 AQSE) 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.
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.
14
Board of Directors - continued
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.
15
Report of the Directors
For the year ended 31 October 2023
The Directors present their report together with the audited Consolidated financial statements of the Group for
the year ended 31 October 2023.
One Media iP Group 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 3 to 6 includes a review of the business, the Group’s trading for the
year ended 31 October 2023 and an overview of future developments.
Results and dividend
The Group’s results for the year ended 31 October 2023 are set out in the consolidated statement of
comprehensive income on page 30. The profit before tax for the year was £289,508 (2022: £564,692).
The Company has declared a dividend for the year of 0.055p per share (2022: 0.055p per share).
Directors
The following Directors held office during the year:
Michael Infante (Chief Executive Officer)
Alice Dyson (Chief Operating Officer – Resigned 3 August 2023)
Steven Gunning (Chief Financial Officer)
Claire Blunt (Non-Executive Chairman)
Brian Berg (Non-Executive Director)
Mark Adams (Independent Non-Executive Director)
The biographical details of the Directors are given on page 14 to 15.
Directors’ remuneration, long-term incentive plans, pension contributions and benefits are set out in the
Directors’ Remuneration Report on pages 21 to 23. 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
Steven Gunning
Claire Blunt
Brian Berg
Mark Adams
Ordinary shares of 0.5p each
At 31 October 2023
No
26,077,862
50,000
50,000
-
-
At 31 October 2022
No
26,077,862
50,000
50,000
-
-
16
Report of the Directors
For the year ended 31 October 2023 – 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 2023, 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
James David Price
Gresham House Plc
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
24,528,704
23,942,000
17,714,000
10,000,000
21.40%
11.02%
10.79%
7.98%
4.51%
Donations of £170 were made by the Group for charitable purposes during the year (2022: £nil). The Group
does not make any 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 30 May 2024, 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 35 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.
17
Report of the Directors
For the year ended 31 October 2023 – 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
26 April 2024
18
Corporate Governance Report
For the year ended 31 October 2023
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.
The Board currently comprises of three Non-Executive Directors (including the Chairman) and two 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.
19
Corporate Governance Report - continued
For the year ended 31 October 2023
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 (resigned 3 August 2023)
Steven Gunning
Claire Blunt
Brian Berg
Mark Adams
Total meetings held in the year
Shareholder engagement
Board
Audit
Committee
Remuneration
Committee
10
3
10
10
10
10
10
-
-
-
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.
20
Remuneration Committee Report
For the year ended 31 October 2023
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 quoted 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
Loss of office
Total
2023
£
2022
£
2023
£
2022
£
2023
£
2022
£
2023
£
2022
£
2023
£
2022
£
2023
£
2022
£
Executive Directors
Michael Infante
200,000 171,600 20,000
Alice Dyson (resigned
141,418 130,000
3 August 2023)
Steven Gunning
121,750 107,859
Non-Executive
Directors
Claire Blunt
55,000
36,400
Brian Berg
38,948
36,400
Mark Adams
38,948
3,033
-
-
-
-
-
Total
596,064 485,292 20,000
-
-
-
-
-
-
-
614
869
- 10,000
4,950
-
- 230,614 176,550
-
8,694
3,750 104,325
- 255,306 133,750
-
-
-
-
-
- 121,750 107,859
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
55,000 36,400
38,948 36,400
38,948
3,033
1,483
- 18,694
8,700 104,325
- 740,566 493,992
Pension costs include accrued retirement benefits to 2 directors in respect of defined contribution pension
schemes for £5,000 (2022: £7,050).
21
Remuneration Committee Report - continued
For the year ended 31 October 2023
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
At 31 October 2023
at 9p each
No
At 31 October 2022
at 9p each
No
Michael Infante
500,000
500,000
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
Steven Gunning
At 31 October 2023
at 6p each
No
At 31 October 2022
at 6p each
No
1,000,000
500,000
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 2023
at 6p each
No
At 31 October 2022
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
Steven Gunning
Claire Blunt
Brian Berg
At 31 October 2023
at 7.31p each
No
At 31 October 2022
at 7.31p each
No
500,000
500,000
250,000
250,000
500,000
500,000
250,000
250,000
The options are exercisable at 7.31p per share on or by 15 April 2030.
22
Remuneration Committee Report - continued
For the year ended 31 October 2023
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
23
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.
24
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 2023 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).
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 2023 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
25
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.
26
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 relating to intellectual property and its SaaS
platform (TCAT). 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 £67,100 (2022: £90,000), based on 5% of EBITDA. Performance materiality of £53,700 (2022: £72,000)
was applied for testing and it was agreed with the board that we would report on all audit differences in excess
of £3,400 (2022: £4,500), as well as differences below that threshold that, in our view, warranted reporting on
qualitative grounds. We also report on disclosure matters that we identified when assessing the overall
presentation of the financial statements.
Other information included in the annual report
The directors are responsible for the other information. The other information comprises the information
included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion
on the financial statements does not cover the other information and, except to the extent otherwise explicitly
stated we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit of otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material misstatement in the other information. If, based
27
Independent Auditors' Report
to the Members of One Media iP Group Plc
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.
28
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
26 April 2024
29
Consolidated Statement of Comprehensive Income
For the year ended 31 October 2023
Revenue
Distribution charges
Royalty costs
Other costs
Net revenue
Amortisation of catalogues
Administration expenses
Foreign exchange (losses)/gains
Operating profit
Share based payments
Finance costs
Finance income
Note
1
2
15
3
3
Profit on ordinary activities before taxation
4
Tax expense
Profit for period attributable to equity
shareholders and total comprehensive income
for the year
Attributable to:
-
- Non-controlling interests
Equity holders of the parent
Basic earnings per share
Diluted earnings per share
7
7
Year ended
31 October
2023
Year ended
31 October
2022
£
£
5,363,434
5,128,840
(1,134,118)
(420,736)
(314,523)
(1,090,703)
(459,115)
(253,334)
3,494,057
3,325,688
(853,215)
(2,111,708)
(30,996)
(806,082)
(1,604,863)
34,365
498,138
(68,634)
(139,996)
-
289,508
(184,597)
949,108
-
(384,416)
-
564,692
(126,442)
104,911
438,250
142,927
(38,016)
104,911
0.05p
0.04p
463,061
(24,811)
438,250
0.20p
0.16p
The Consolidated Statement of Comprehensive Income has been prepared on the basis that all operations
are continuing activities.
The notes on pages 35 to 58 form part of these financial statements.
30
Consolidated Statement of Changes in Equity
For the year ended 31 October 2023
Share
Capital
Share
redemption
reserve
Share
premium
£
£
£
Share
based
payment
reserve
£
Retained
earnings
Total
Non-
controlling
interests
Total
£
£
£
£
1,112,231
239,546
9,484,577
504,399
3,418,054
14,758,807
- 14,758,807
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
463,061
463,061
(24,811)
438,250
-
(122,345)
(122,345)
-
(122,345)
1,112,231
239,546
9,484,577
504,399
3,758,770
15,099,523
(24,811) 15,074,712
-
-
-
-
-
-
-
-
-
-
-
-
(144,826)
144,826
-
68,634
-
68,634
-
-
-
68,634
-
142,927
142,927
(38,016)
104,911
-
(122,345)
(122,345)
-
(122,345)
1,112,231
239,546
9,484,577
428,207
3,924,178
15,188,739
(62,827) 15,125,912
At 1
November
2021
Proceeds
from the
issue of new
shares
Share based
payment
charge
Profit for the
year
Dividends
paid
At 1
November
2022
Share based
payment
adjustment
Share based
payment
charge
Profit for the
year
Dividends
paid
At 31
October
2023
The notes on pages 35 to 58 form part of these financial statements.
31
Consolidated Statement of Financial Position
At 31 October 2023
Note
8
9
11
12
13
21
14
21
13
15
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
Borrowings
Deferred tax
Total current liabilities
Non-current liabilities
Borrowings
Other payables
Total non-current liabilities
Total liabilities
Equity
Called up share capital
Share redemption reserve
Share premium account
Share based payment reserve
Retained earnings
Capital and reserves attributable to
equity holders of the Company
Non-controlling interests
Total equity
Total equity and liabilities
At
31 October
2023
£
15,723,653
55,650
15,779,303
At
31 October
2022
£
As restated
14,438,031
47,267
14,485,298
1,614,573
1,243,445
1,472,369
2,175,663
2,858,018
3,648,032
18,637,321
18,133,330
1,662,034
380,000
236,468
2,278,502
1,117,970
114,937
1,232,907
3,511,409
1,112,231
239,546
9,484,577
428,207
3,924,178
1,027,915
380,000
158,253
1,566,168
1,492,450
-
1,492,450
3,058,618
1,112,231
239,546
9,484,577
504,399
3,758,770
15,188,739
(62,827)
15,099,523
(24,811)
15,125,912
15,074,712
18,637,321
18,133,330
The notes on pages 35 to 58 form part of these financial statements.
The Consolidated Financial Statements were approved by the Directors on 26 April 2024 and signed on their
behalf by:
Michael Infante
Director
32
Company Statement of Financial Position
At 31 October 2023
Note
At
31 October
2023
£
At
31 October
2022
£
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
11,600,348
1,050,845
11,137,113
1,878,513
12,651,193
13,015,626
13,601,468
13,965,901
158,930
24,995
183,925
220,183
24,995
245,178
1,497,970
1,872,450
1,681,895
2,117,628
1,112,231
239,546
9,484,577
327,182
756,038
1,112,231
239,546
9,484,577
403,374
608,545
11,919,573
11,848,273
Total equity and liabilities
13,601,468
13,965,901
The notes on pages 35 to 58 form part of these financial statements.
The Company Financial Statements were approved by the Directors on 26 April 2024 and signed on their
behalf by:
Michael Infante
Director
33
Consolidated and Company Cash Flow Statement
For the year ended 31 October 2023
Cash flows from
operating activities
Operating profit/(loss) before
tax
Amortisation
Depreciation
Share based payments
Finance income
Finance costs
Increase 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 (outflow)/inflow
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
2023
Group
Year ended
31 October
2022
Group
Year ended
31 October
2023
Company
Year ended
31 October
2022
Company
£
£
£
£
289,508
853,215
59,568
68,634
-
139,996
564,692
806,082
40,577
-
-
384,416
125,012
-
-
68,634
-
-
(49,801)
-
-
-
-
(152,021)
(24,879)
(490,654)
(414,111)
783,172
(144,866)
(175,323)
(14,926)
(33,835)
-
23,402
-
1,897,206
1,580,639
(330,843)
(440,510)
(2,138,836)
(1,760,036)
(67,950)
-
(9,569)
-
(2,206,786)
(1,769,605)
-
-
-
-
-
-
-
-
-
(125,813)
-
(374,480)
-
(122,345)
-
(205,554)
1,900,000
(1,900,000)
126,715
(122,345)
-
-
-
(374,480)
-
(122,345)
-
-
1,900,000
(1,900,000)
126,715
(122,345)
(622,638)
(201,184)
(496,825)
4,370
(932,218)
(390,150)
(827,668)
(436,140)
2,175,663
2,565,813
1,878,513
2,314,653
1,243,445
2,175,663
1,050,845
1,878,513
34
Principal Accounting Policies
For the year ended 31 October 2023
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.
35
Principal Accounting Policies
For the year ended 31 October 2023
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.
36
Principal Accounting Policies
For the year ended 31 October 2023
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.
37
Principal Accounting Policies
For the year ended 31 October 2023
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.
38
Principal Accounting Policies
For the year ended 31 October 2023
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.
39
Principal Accounting Policies
For the year ended 31 October 2023
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.
40
Principal Accounting Policies
For the year ended 31 October 2023
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
behavioural conditions.
Fundraising costs
Fundraise costs have been allocated to the balance sheet and are amortised over the period of the debt
facility.
41
Principal Accounting Policies
For the year ended 31 October 2023
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 and SaaS 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.
In relation to considering whether the SaaS investment should be impaired, the Board considers various key
factors, including the future valuation based on current discounted factors, the current and long term forecasts
and the impact of future product development.
Amendments effective from 1 January 2023 and 1 January 2024
Deferred Tax related
to IAS 12).
to Assets and Liabilities arising
from a Single Transaction (Amendments
The amendments clarify that the initial recognition exemption does not apply to transactions in which equal
amounts of deductible and taxable temporary differences arise on initial recognition.
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2).
The amendments require that an entity discloses its material accounting policies, instead of its significant
accounting policies.
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.
42
Principal Accounting Policies
For the year ended 31 October 2023
Adoption of new or amended IFRS – continued
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.
Liability in a Sale and Leaseback (Amendments to IFRS 16 Leases).
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1 Presentation of Financial
Statements);
Non-current Liabilities with Covenants (Amendments to IAS 1 Presentation of Financial Statements);
Supplier Finance Arrangements (Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial
Instruments: Disclosures).
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.
43
Notes to the Consolidated Financial Statements
For the year ended 31 October 2023
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 segments 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 2023 is
shown below:
Income statement
Revenue
Distribution charges
Royalty costs
Other costs
Net revenue
Amortisation
Administration expenses
Foreign exchange gains
Operating profit/(loss)
Share based payments
Finance costs
Profit before taxation
Tax expense
Profit for the period
Licenses
£
TCAT
£
Total
£
5,027,137
(1,134,118)
(420,736)
(111,012)
3,361,271
336,297
-
-
(203,511)
132,786
5,363,434
(1,134,118)
(420,736)
(314,523)
3,494,057
(767,864)
(1,505,720)
(22,917)
(85,351)
(605,988)
(8,079)
(853,215)
(2,111,708)
(30,996)
1,064,770
(566,632)
498,138
(68,634)
(139,996)
289,508
(184,597)
104,911
Total assets and liabilities
Total assets
Total liabilities
Total segment net assets
Licenses
£
18,225,523
(3,357,620)
14,867,903
TCAT
£
3,199,369
(2,941,361)
258,008
Eliminations
£
(2,867,700)
2,867,700
-
Total
£
18,557,192
(3,431,281)
15,125,911
44
Notes to the Consolidated Financial Statements
For the year ended 31 October 2023
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
2023
Year ended
31 October
2022
£
£
300,472
4,199,367
863,595
345,121
4,244,479
539,240
5,363,434
5,128,840
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
2023
Year ended
31 October
2022
£
£
5,027,137
336,297
4,761,943
366,897
5,363,434
5,128,840
Included in revenues for the year ended 31 October 2023 it is estimated that £783,000 (2022: £819,000) is
from its largest ultimate customer and £330,000 (2022: £410,000) from its second largest ultimate customer.
Together these represent 21% (2022: 24%) of the total Group revenue for the year. In addition, the Company
relies on a distribution aggregator (The Orchard) who channels approximately 52% (2022: 51%) of the Group’s
turnover.
2. Operating profit
Operating profit is stated after charging:
Group
Year ended
31 October
2023
Year ended
31 October
2022
£
£
Directors' remuneration
Amortisation of intangible assets
Depreciation of plant, property and equipment
Auditors' remuneration - audit fees
Auditors' remuneration - taxation
Loss/(gain) on foreign exchange
721,872
853,215
59,568
24,750
3,850
30,996
Included in audit fees above is £7,000 (2022: £6,900) for the audit of the parent Company.
493,992
806,082
40,578
22,500
6,400
(34,365)
45
Notes to the Consolidated Financial Statements
For the year ended 31 October 2023
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
2023
£
Year ended
31 October
2022
£
(139,996)
-
(384,416)
-
Year ended
31 October
2023
Year ended
31 October
2022
£
£
131,477
53,120
105,703
20,739
184,597
126,442
The standard rate of tax for the year, based on the UK standard rate of corporation tax is 22.14% (2022: 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
2023
Year ended
31 October
2022
£
£
Profit on ordinary activities before tax
289,508
564,692
Tax on profit on ordinary activities at 22.14% (2022:
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
64,097
36,225
17,117
73,959
(1,412)
(5,389)
107,292
13,619
-
8,225
5,719
(8,413)
184,597
126,442
The main rate of corporation tax increased from 19% to 25% on 1 April 2023 to 25%. On this basis deferred
tax is provided at the future rate of 25%.
46
Notes to the Consolidated Financial Statements
For the year ended 31 October 2023
5. Employee information
Directors' emoluments - excluding applicable share
option and pension charges
Loss of office
Fees paid to directors
Share option charge
TCAT staff payroll and expenses
Wages and salaries
Social security
Pension
Year ended
31 October
2023
Year ended
31 October
2022
£
£
538,347
104,325
79,200
68,634
338,451
174,259
73,969
29,420
485,292
-
69,274
-
318,243
188,589
46,540
8,340
1,406,605
1,116,278
The average monthly number of Group employees (excluding non-executive directors) during the year was
as follows:
Year ended
31 October
2023
Year ended
31 October
2022
Technical, creative technicians and management
Developers and management (TCAT Ltd)
12
10
12
9
6. Parent Company Profit and Loss Account
The profit for the year to 31 October 2023 dealt within in the financial statements of the parent Company was
£125,012 (2022: loss £49,801). 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
(2022: 222,446,249) and for the diluted earnings per share assuming the exercise of all warrants and share
options is 261,079,582 (2022: 267,779,582).
The calculation of basic earnings per share is based on the profit for the period of £104,911 (2022: £438,251).
Based on the weighted average number of shares in issue during the year of 222,446,249 (2022: 222,446,249)
the basic earnings per share is 0.05p (2022: 0.20p). The diluted earnings per share is based on 261,079,582
shares (2022: 267,779,582) and is 0.04p (2022: 0.16p).
47
Notes to the Consolidated Financial Statements
For the year ended 31 October 2023
8. Intangible assets - Group
Cost
At 1 November 2021
Additions
Disposals
At 31 October 2022
Additions
Adjustments
At 31 October 2023
Amortisation
At 1 November 2021
Charge for the year
Disposals
At 31 October 2022
Charge for the year
Adjustments
At 31 October 2023
Net book value
At 31 October 2023
At 31 October 2022
Licenses
and other
intangibles
£
15,559,106
1,225,577
-
TCAT
£
854,472
534,459
-
Total
Intangible
assets
£
16,413,578
1,760,036
-
16,784,683
1,388,931
18,173,614
1,464,058
(971,679)
674,778
971,679
2,138,836
-
17,277,062
3,035,388
20,312,450
2,883,701
720,635
-
45,800
85,447
-
2,929,501
806,082
-
3,604,336
131,247
3,735,583
767,864
(100,338)
85,351
100,338
853,215
-
4,271,861
316,936
4,588,798
13,005,201
2,718,452
15,723,653
13,180,347
1,257,684
14,438,031
All amortisation is included in Cost of sales in the Consolidated Statement of Comprehensive Income.
48
Notes to the Consolidated Financial Statements
For the year ended 31 October 2023
9. Property, plant and equipment - Group
Office
equipment
Fixtures
and
fittings
Right of
Use
assets
Total
£
£
£
£
73,836
9,569
-
83,405
6,482
-
89,887
69,074
4,190
-
73,264
6,051
-
79,315
10,572
10,141
11,294
-
-
98,692
-
-
11,294
98,692
183,822
9,569
-
193,391
7,751
-
87,986
(132,961)
102,219
(132,961)
19,045
53,717
162,649
11,294
-
-
59,447
36,388
-
139,815
40,578
-
11,294
95,835
180,393
1,077
-
52,440
(132,962)
59,568
(132,962)
12,372
15,312
106,999
6,673
38,405
55,650
-
2,857
12,998
Cost
At 1 November 2021
Additions
Disposals
At 31 October 2022
Additions
Disposals
At 31 October 2023
Depreciation
At 1 November 2021
Charge for the year
Disposals
At 31 October 2022
Charge for the year
Disposals
At 31 October 2023
Net book value
At 31 October 2023
At 31 October 2022
All depreciation is included in administrative expenses in the Consolidated Statement of Comprehensive
Income.
49
Notes to the Consolidated Financial Statements
For the year ended 31 October 2023
10. Investment in subsidiary undertakings
At 1 November 2022
Movement in period
At 31 October 2023
Total
£
950,275
-
950,275
The Company holds interests in the following subsidiary undertakings.
Company
Country of
incorporation
Nature of business
Class of
shares
Share
held %
One Media iP Limited
Company number 05536271
One Media Intellectual Property
Limited
Company number 08224199
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
England and Wales
Audio-visual content
Ordinary
100%
England and Wales
Dormant
Ordinary
100%
England and Wales
Dormant
Ordinary
100%
England and Wales
Dormant
Ordinary
100%
England and Wales
Dormant
Ordinary
100%
England and Wales
Dormant
Ordinary
100%
England and Wales
Dormant
Ordinary
100%
TCAT Limited
Company number NI669086
Northern Ireland
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
2023
Group
£
31 October
2022
Group
£
-
265,047
-
1,306,699
42,827
-
364,970
45,836
1,009,598
51,965
31 October
2023
Company
£
11,575,154
-
-
3,514
21,680
31 October
2022
Company
£
11,100,919
-
-
-
36,194
1,614,573
1,472,369
11,600,348
11,137,113
50
Notes to the Consolidated Financial Statements
For the year ended 31 October 2023
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 (2022: £nil) was made for doubtful debts at 31 October 2023.
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
2023
Group
31 October
2022
Group
31 October
2023
Company
31 October
2022
Company
£
£
£
£
1,155,081
87,517
847
1,938,299
210,915
26,449
1,050,845
-
-
1,878,513
-
-
1,243,445
2,175,663
1,050,845
1,878,513
31 October
2023
Group
£
31 October
2022
Group
£
31 October
2023
Company
£
31 October
2022
Company
£
113,727
50,572
187,458
895,676
375,812
38,789
96,471
45,836
308,047
212,552
326,912
3,828
15,018
-
-
143,912
-
-
54,300
27,418
-
138,465
-
-
1,662,034
993,646
158,930
220,183
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.
31 October
2023
Group
£
31 October
2022
Group
£
31 October
2023
Company
£
31 October
2022
Company
£
Non-current
Deferred Income
114,937
114,937
-
-
-
-
-
-
51
Notes to the Consolidated Financial Statements
For the year ended 31 October 2023
14. Deferred tax liability
Group
Opening balance
Origination and reversal of timing differences
Total deferred tax liability
31 October
2023
31 October
2022
£
£
158,253
78,215
236,468
132,830
25,423
158,253
The Group has estimated trading losses of £nil (2022: £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
2023
31 October
2022
£
24,995
-
-
24,995
£
24,995
-
-
24,995
31 October
2023
31 October
2022
£
£
200,000,000 ordinary shares of 0.5p each
1,000,000
1,000,000
Issued:
222,446,249 (2022: 222,446,249) ordinary shares of 0.5p each
1,112,231
1,112,231
52
Notes to the Consolidated Financial Statements
For the year ended 31 October 2023
15. Share capital - continued
The movement in the issued share capital over the last year has been as follows:
Balance at 1 November 2022
Shares issued in period
Balance at 31 October 2023
£
1,112,231
-
1,112,231
On 21 April 2015 a further 500,000 share options of 9p were issued to 1 member of staff remain outstanding
at 31 October 2023 (2022: 700,000). These options are exercisable on or before 20 April 2025.
On 25 September 2018 a further 30,833,333 share options of 6p were issued and remain outstanding at 31
October 2023 (2022: 30,833,333). These options are exercisable on or before 24 September 2025.
On 11 April 2019 a further 2,800,000 share options of 6p were issued to 2 directors and 1 member of staff
remain outstanding at 31 October 2023 (2022: 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 2023 (2022: 2,000,000). These options are exercisable on or before 30 October 2026.
On 15 April 2021 a further 2,500,000 share options of 7.31p were issued to 4 directors and 3 members of staff
remain outstanding at 31 October 2023 (2022: 3,000,000). 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%.
53
Notes to the Consolidated Financial Statements
For the year ended 31 October 2023
16. Company reserves
Share
redemption
reserve
Share
premium
£
£
Share
based
payment
reserve
£
Retained
earnings
Total
£
£
At 1 November 2021
239,546
9,484,577
403,374
780,691
10,908,188
Proceeds from the issue of
new shares
Fund raise costs
Share based payment charge
(Loss) for the year
Dividend paid
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(49,801)
(49,801)
(122,345)
(122,345)
At 1 November 2022
239,546
9,484,577
403,374
608,545
10,736,042
Proceeds from the issue of
new shares
Share based payment
adjustment
Share based payment charge
Profit for the year
Dividend paid
-
-
-
-
-
-
-
-
-
-
-
-
(144,826)
144,826
-
-
68,634
-
68,634
-
-
125,012
269,838
(122,345)
(122,345)
At 31 October 2023
239,546
9,484,577
327,182
756,038
10,807,343
The Consolidated Statement of Changes in Equity is shown on page 31.
17. Dividends
The total dividend paid in the year ended 31 October 2023 was £122,345 (2022: £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.
54
Notes to the Consolidated Financial Statements
For the year ended 31 October 2023
19. Capital commitments
There were no capital commitments at 31 October 2023 or at 31 October 2022.
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
2023
£
17,245
38,405
55,650
2022
£
10,141
2,857
12,998
Information about leases for which the Company is a lessee is presented below.
Right of Use Assets
2023
Balance at 1 November 2022
Additions in the year
Depreciation charge for the year
Balance at 31 October 2023
Lease Liabilities
Property
£
-
44,685
12,791
33,513
Equipment
£
2,857
9,032
39,648
4,892
Total
£
2,857
53,717
52,439
38,405
Maturity Analysis – contractual undiscounted cashflows
Less than one year
One to five years
More than five years
Total undiscounted leases liabilities at 31 October 2023
Lease liabilities included in the statement of financial position at 31 October 2023
Current
Non-current
Amounts recognised in profit or loss
Interest on lease liabilities
Total
21. Financial instruments
£
38,391
398
-
38,789
38,789
-
2023
£
1,772
1,772
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.
55
Notes to the Consolidated Financial Statements
For the year ended 31 October 2023
21. Financial instruments - continued
31
October
2023
Group
£
31 October
2022
Group
£
31 October
2023
Company
£
31 October
2022
Company
£
Borrowings
Loan facility payable within 1 year
Loan facility payable 1 to 5 years
380,000
1,117,970
380,000
1,492,450
380,000
1,117,970
380,000
1,492,450
1,497,970
1,872,450
1,497,970
1,872,450
The secured facility from Coutts & Co. is 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
£
265,047
-
1,268,439
42,827
1,243,445
2,819,758
Non
financial
assets
£
2023
Total
Loans and
receivables
£
£
Non
financial
assets
£
2022
Total
£
-
-
-
-
-
-
265,047
364,970
-
1,268,439
42,827
-
1,055,432
51,965
1,243,445
2,175,663
2,819,758
3,648,030
-
-
-
-
-
-
364,970
-
1,055,432
51,965
2,175,663
3,648,030
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 £1,243,445 (2022: £2,175,663),
and trade and other receivables of £25,195 (2022: £54,096) excluding amounts owed by group undertakings
in relation to the company.
Trade Receivables at 31 October 2023 of £254,375 (2022: £364,970) include £222,861 (2022: £251,264)
payable in $USD and £7,183 (2022: £7,103) payable in Euro.
56
Notes to the Consolidated Financial Statements
For the year ended 31 October 2023
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
£
113,727
32,139
208,296
215,629
Liabilities
not within
the scope
of
IFRS 9
£
-
-
-
-
2023
Total
£
Other
financial
liabilities
at
amortised
cost
£
113,727
96,471
32,139
208,296
215,629
45,836
308,047
158,253
2022
Total
Liabilities
not within
the scope
of
IFRS 9
£
-
-
-
-
£
96,471
45,836
308,047
158,253
-
375,812
38,789
1,497,970
912,058
912,058
375,812
-
-
38,789
- 1,497,970
-
392,427
3,828
1,872,450
212,552
-
-
-
212,552
392,427
3,828
1,872,450
2,482,362
912,058 3,394,420
2,877,312
212,552
3,089,864
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 (2022: £nil) and other payables of £7,020
(2022: £6,900) 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 £1,243,445, is £2,846,800 (2022: £3,648,030).
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.
57
Notes to the Consolidated Financial Statements
For the year ended 31 October 2023
21. Financial instruments - continued
All the financial liabilities noted above, with the exception of the liability to deferred tax of £215,629 (2022:
£158,253) and borrowings of £1,497,970 (2022: £1,872,450), 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$1,735,439 (2022:
USD$1,140,088) equivalent to £1,430,228 (2022: £988,630) and Euro 8,155 (2022: Euro 39,014) equivalent
to £7,102 (2022: £33,552) 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 £157,557 (2022: £113,576).
Included in Accruals & deferred income and Other payables is USD$898,170 (2022: USD$71,770) equivalent
to £740,210 (2022: £62,236) payable in USD$. 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 £82,246 (2022: £6,915).
22. Related party transactions
There were no related party transactions in the year under review or in the year ended 31 October 2023, other
than transactions with the directors as disclosed in the Directors' Report and note 5 to the financial statements.
At 31 October 2023 the principal operating subsidiary One Media iP Limited owed the Company £8,773,762
(2022: £9,970,555), with its SaaS subsidiary TCAT Ltd owing the Company £2,801,391 (2022: £1,622,181)
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 £508,776 (2022: £329,049) against One Media iP
Limited and received a dividend of £500,000 (2022: £500,000).
58
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