MOBILE STREAMS PLC
ANNUAL REPORT
FOR THE YEAR ENDED
30 JUNE 2022
1
Company registration number:
03696108
Registered office:
125 Wood Street
London
EC2V 7AW
Directors:
Secretary:
Bankers:
Auditor:
Nominated Adviser:
Broker:
Registrar:
Bob Moore (Chairman)
Mark Epstein (Chief Executive Officer)
Sri Ramakrishna Uthayanan (Finance Director)
Charles Goodfellow (Non-Executive Director)
Pennsec Limited
125 Wood Street
London
EC2V 7AW
National Westminster Bank plc
30 Market Place
Newbury
RG14 5AG
PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London
E14 4HD
Beaumont Cornish Limited
Building 3
566 Chiswick High Road
London
W4 5YA
Peterhouse Capital Limited
3rd Floor
80 Cheapside
London
EC2V 6EE
Computershare
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Corporate web site:
www.mobilestreams.com
2
Contents
Chairman’s statement
Strategic report
Directors’ report
Corporate Governance Statement
Independent Auditors Report on the Consolidated Financial Statements
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated cash flow statement
Summary of significant accounting policies
Notes to the consolidated financial statements
Independent Auditors Report on the Company Financial Statements
Company statement of financial position
Company statement of changes in equity
Company accounting policies
Notes to the company financial statements
4
6
13
15
20
25
26
27
28
29
38
56
61
62
63
64
3
Chairman’s Statement
The Board of Mobile Streams plc presents its audited accounts for the financial year ended 30 June 2022.
In the year to 30 June 2022 Mobile Streams continued to offer games and other content direct to consumers across a
wide range of mobile devices in three emerging markets, whilst focusing resources on the growth of Streams Data, the
data insight and intelligence platform launched in 2020. For the second year running, the net revenues of Streams Data
(£799k in 2022 and £217k in 2021) exceeded those of the legacy content business.
Group revenue for the year ended 30 June 2022 was £1.0m (2021: £0.4m). Whilst the legacy revenues continued to
decline to £223k (2021: £258k), revenues from new sources increased to £799k (2021: £137k). The new revenue
sources from Streams Data are comprised of £564k from International Gaming Systems (“IGS”), a major contract win
during the year, and £235k from other new revenue sources (Streams Bespoke and SaaS, LiveScores, Quanta and
other): The increase in revenue is due to the marketing of new products and services, with the six-fold increase in
marketing spend reallocated throughout the year to reflect the most promising products and services.
Loss before tax was £2.8m (2021: £1.0m loss). Of this loss, £1.2m arose from non-recurring charges including
provisions against bad or doubtful debts, intangibles amortisation and impairment charges relating to acquired assets,
a loss in fair value on investments, and a fair value charge for the warrants issued in March 2022 – refer to Note 3 for
more information.
The Directors do not propose payment of a dividend (2021: £Nil). The Group had a net cash balance of £1.7m, with a
bank debt (Bounce Back Loan) of £47k, at 30 June 2022 (2021: £1.7m cash, with bank debt of £50k).
The Group delivers world class gaming content to a global audience, through its LiveScores and mobilegaming.com
platforms, in partnership with International Gaming Systems (“IGS”) and our long-standing carrier relationships in
countries including India, Argentina and Mexico,
Our Streams data insight, intelligence and visualisation services and marketing optimisation tools support the content
business, as well as serving enterprise level bespoke clients and the Streams SaaS ("Software as a Service") self-service
platform. Our strategy is to deliver next-generation content including gaming, Esports and related Non Fungible
Tokens (“NFTs”) to a global audience.
During the first half of the financial year, using the Stream Data platform and in partnership with Quanta Media Group
(“QMG” or “Quanta”), the Company launched its LiveScores football 365 service in Mexico, Argentina and Brazil.
These launches enabled the Group to reinvigorate existing carrier partnerships to offset the decline of revenues from
the legacy content business. In February 2022 the Group acquired full ownership of LiveScores, and cancelled the
revenue share agreement with Quanta, thereby removing any revenue share and giving the Group total control of not
only the services previously announced but also the underlying platform engine, domains and IP that support
LiveScores.
A significant part of the growth in revenues during the year came from the major strategic partnership contract with
International Gaming Systems (“IGS”) announced in January 2022, with the contract subsequently extended to 31
December 2022, with a further extension expected to be announced shortly.
In March 2022 the Group acquired the remaining 51% interest in KrunchData Limited ("Krunch") for £265k in cash
and 166,666,666 in shares issued at 0.30p each, being the closing price on the previous day, 17 March 2022. Krunch
had already been consolidated in the group accounts under IFRS 10 - Consolidated Financial Statements - following
the acquisition of the 49% interest in the prior year due to control in respect of common directors..
Since the year end, the Group has announced a number of multi-year contracts to be the exclusive global producer and
provider of NFTs for several prominent football teams and sports, delivered both through their own websites and our
https://heroesnftclub.com/ site. Further potential contracts are under negotiation.
The Board believes that the LiveScores services, IGS partnership, Streams Data offering and the Group’s growing
sports NFT business create significant opportunities for the Company to deliver growth in shareholder value via newly
developed products and services. The Board continues to examine additional sources to broaden the appeal of its
content business The main focus for the current year will be growing and developing the product and sales pipelines
for these businesses.
4
Funds were raised during the year, with approximately £0.6m coming from warrant exercises and £1.5m (before
expenses) from a Placing and Broker Option in March 2022. These funds enabled the Group to implement its growth
strategy, acquire the remaining 51% of Krunch and end the year well-funded. Following the year-end, a further £1.4m
(before expenses) was raised, some of which will be used to fund the acquisition of new contracts and expand the
Group’s NFT offering, all within the context of strict budget constraints.
The Directors have prepared a cashflow forecast which indicates that the current cash balances of £1.7m and forecast
cashflows are expected to cover the Company’s working capital requirements for the foreseeable future.
Bob Moore
Chairman
29 December 2022
5
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
STRATEGIC REPORT
Operating review
Mobile Streams' performance during the financial year ended 30 June 2022 combined continued decrease in revenues
from the legacy content business with growth in revenues from the Streams Data platform.
Group revenue for the year ended 30 June 2022 was £1.0m (2021: £0.4m). Whilst the legacy revenues continued to
decline to £223k (2021: £258k), revenues from new sources increased to £799k (2021: £137k). The new revenue
sources from Streams Data are comprised of £564k from International Gaming Systems (“IGS”), a major contract win
during the year, and £235k from other new revenue sources (Streams Bespoke and SaaS, LiveScores, Quanta and
other). The profit attributable to the IGS contract in the period was approximately £140k. The increase in revenue is
due to the marketing of new products and services, with the six-fold increase in marketing spend reallocated throughout
the year to reflect the most promising products and services.
The gross profit of £450k (2021: £222k) increased by 103%. The gross profit margin decreased from 56% to 44%,
reflecting a range of different margins in the Streams Data business.
Mobile Operator sales
Mobile Operator revenues from the legacy content business were generated mainly in Argentina, with small
contributions from Mexico and India. The Argentine Peso devalued significantly during the period, affecting the
revenues when expressed in GBP. We continue to work with our longest standing billing partner locally, and
throughout the year this remained the foundation of the legacy content business.
Sales by Territory
Operations in Argentina were extremely challenging in the year as a result of general market conditions and regulation
in the local market for mobile content subscriptions. Revenues in Argentina decreased 16% in Argentine Pesos terms
from AR$30m to AR$25m. As a result of the Peso devaluation in the year of 35%, the revenues expressed in Sterling
show a 31% decrease from £229k to £170k, equating to 16% of Group revenues.
Revenues in India represented 0.5% of Group revenues. Indian revenues have been reducing due to the reduction in
marketing campaigns and significant market changes.
Revenues in the UK generated by Streams Data grew to £799k (2021: £136k), representing 73% of Group revenues.
The remainder of Group revenues in the UK were generated by KrunchData.
Financial review
Group revenue for the year ended 30 June 2022 was £1.0m, a 153% increase on the previous year (2021: £395k).
Gross profit was £450k, an increase of 103% during the year (2021: £222k). The gross profit margin decreased from
56% to 44%, reflecting a range of different margins in the Streams data business.
Marketing costs increased to £264k, (2021: £50k), to support the launch of new services in Mexico and the expansion
of the Streams offering in the UK market.
IT and other overheads increased to £187k (2021: £60k) as costs previously borne by Krunch were brought fully in
house.
Miscellaneous expenses include a provision against non-payment of invoices issued to Quanta (£201k), and an
impairment charge relating to intangible assets acquired during the period (£104k). The Directors assessed the
recoverability of the convertible loan made to Quanta Media Group (a £414k loan intended to fund them through their
pre-IPO phase) and have made a provision against the whole amount. Quanta has failed to deliver its original business
plan, has failed to pay monthly invoices and is not expected to make repayment of the loan on 31 December 2022 as
originally expected. Discussions continue to resolve the matter, and although the Company is providing against the
full value of its loan to Quanta, it remains hopeful that a significant portion can be recovered and will advise
Shareholders accordingly.
6
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
STRATEGIC REPORT
The amortisation charge was £ 262k (2021: £95k). The amortisation charge comprises the amortisation of intangible
assets, the useful lives of which are 5 years (2021: £95k). The amortisation charge comprises: LiveScores: £21k,
Streams Data intangibles: £84k, and Krunch intangibles: £148k. (2021: Intangibles £95k).
The Group recorded a loss after tax of £2.8m for the year ended 30 June 2022 (2021 loss: £1m). Basic earnings per
share decreased to a loss of 0.10 pence per share (2021: loss of 0.07 pence per share).
The Group had cash of £1.7m at 30 June 2022, with a bank debt of £47k (2021: £1.7m cash, with bank debt of £50k).
Key performance indicators (“KPI’s”)
The KPIs used by the Group are Gross profit as a percentage of revenue, Trading EBITDA**, and variances in revenue
and profit. These KPIs are reviewed on a regular basis, at both the business unit and country level, and managed largely
by reference to budgets and reforecasts.
Earnings before tax, interest, amortisation, depreciation, share compensation expense and impairment of assets
(Trading EBITDA) is calculated by adding back all tax, interest, amortisation, depreciation, share compensation
expense and impairment of assets entries in the consolidated income statement to profit after tax.
Gross profit as a percentage of revenue is a measure of our profitability. Gross profit was £450k for the year ended on
30 June 2022 (2021: £222k). The Gross profit margin was 44% for the year ended on 30 June 2022 (2021: 56%).
Trading EBITDA** was a loss of £1.4m for the year ended on 30 June 2022 (2021: loss of £941k).
**Trading EBITDA is a non-IFRS measure and is calculated as profit before tax, interest, amortisation, depreciation, share
compensation expense and impairment of assets.
Strategy
The Group delivers world class gaming content to a global audience, through its LiveScores and mobilegaming.com
platforms, in partnership with International Gaming Systems (“IGS”) and our long-standing carrier relationships in
countries including India, Argentina and Mexico,
Our Streams data insight, intelligence and visualisation services and marketing optimisation tools support the content
business, as well as serving enterprise level bespoke clients and the Streams SaaS ("Software as a Service") self-service
platform. Our strategy is to deliver next-generation content including gaming, Esports and related NFTs to a global
audience.
The Board believes that the LiveScores services, IGS partnership, Streams Data offering and the Group’s growing
sports NFT business create significant opportunities for the Company to deliver growth in shareholder value via newly
developed products and services. The Board continues to examine additional sources to broaden the appeal of its
content business The main focus for the current year will be growing and developing the product and sales pipelines
for these businesses.
7
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
STRATEGIC REPORT
Share Issue
As a result of warrant exercises by shareholders, the Group issued 49,625,000 shares at a value of 0.2 pence per share
and 19,666,667 shares at a value of 0.5pence per share in September 2021.
In October 2021 the Group issued 38,350,000 shares at a value of 0.2 pence per share and 17,000,000 shares at a value
of 0.5 pence per share.
In November 2021 the Group issued 15,000,000 shares at 0.5 pence per share and 36,666,666 at a value of 0.2 pence
per share.
In December 2021 the Group issued 4,584,592 shares at 0.45 pence per share.
In February 2022 the Group issued 21,875,000 shares at 0.2 pence per share and 29,539,323 at a value of 0.423 pence
per share.
In March 2022 the Group issued 15,400,000 shares at 0.2 pence per share and 683,333,333 at a value of 0.3 pence per
share.
Principal risks and uncertainties
The Directors have set out below the principal risks facing the business.
Contracts with Mobile Network Operators (MNOs)
While Mobile Streams maintains relationships with numerous MNOs in the various territories, a small number of
operators account for a high portion of the Group’s business. The Group is seeking to mitigate this risk by broadening
its overall offering.
Contracts with rights holders
The majority of content provided by Mobile Streams is licensed from rights holders. While Mobile Streams is not
dependent on any single rights holder for its entertainment content, termination, non-renewal or significant
renegotiation of a contract could result in lower revenue.
The Group continues to enter into new content licensing arrangements to mitigate these risks.
Competition
Competition from alternative providers could adversely affect operating results through either price pressures, or lost
custom. Products and pricing of competitors are continuously monitored to ensure the Group is able to react quickly
to changes in the market.
General macro-economic environment
Economic conditions resulting from significant monetary and fiscal interventions by Governments and Central Bank
policies in many countries, designed to stabilise the economy and combat rising inflation have resulted in lower growth
and difficult conditions in both stock and bond markets. To date, these policies and interventions have not directly
affected the company or its markets, but a sustained period of recession or low growth may create risk for the Group's
business and strategy.
Fluctuations in currency exchange rates
Approximately 21% of the Group’s revenue relates to operations outside the UK. The Group is therefore exposed to
foreign currency fluctuations and the financial condition of the Group may be adversely impacted by foreign currency
fluctuations, although costs are largely incurred in the same currencies as revenues which helps mitigate the net impact
of these risks. Argentina had an inflation rate of 60% for the period July 2021 to June 2022 and the Argentinian
economy is designated as hyper-inflationary. See note 17 “Foreign currency risk”
8
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
STRATEGIC REPORT
The Group has operations in Latin America and India. As a result, it faces both translation and transaction currency
risks.
Currency exposure is not currently hedged, though the Board continuously reviews its foreign currency risk exposure
and potential means of combating this risk.
Dependencies on key executives and personnel
The success of the business is substantially dependent on the Directors and senior management team. The risks have
been mitigated by strengthening the Board and management team during the year.
Technology risk
A significant portion of the future revenues are dependent on the Group’s technology platforms. Instability or
interruption of availability for an extended period could have an adverse impact on the Group’s financial position.
Mobile Streams makes use of market leading cloud based infrastructure, and where necessary has invested in resilient
hardware architecture, and continues to maintain software control processes to minimise this risk. Further relating to
technology is the fact that customers are spending less on streaming content due to cyber-security issues experienced
in the last years.
Management controls and reporting procedures and execution
The ability of the Group to implement its strategy in a competitive market requires effective planning and management
control systems. The Group’s future growth will depend upon its ability to expand whilst improving exposure to
operational, financial and management risk.
Going concern risk
In common with the Going Concern disclosures in the Group financial statements, the Company financial statements
have been prepared on a going concern basis, which assumes that the Group and the Company will continue in
operational existence for the foreseeable future, being 12 months from the date of sign-off of these accounts.
The Group and Company use annual budgeting, forecasting and regular performance reviews to assess the longer-term
profitability of the Group and make strategic and commercial changes as required to ensure that cash resources are
maintained.
Although there was a significant loss for the year ending 30 June 2022, the Directors kept costs carefully controlled
whilst continuing to grow the Streams data insight and intelligence platform. The Streams business provides bespoke
services to the B2B (business to business) market and targets customers in the US, LatAm and Europe. The Board
believes that the LiveScores services, IGS partnership, Streams Data offering and the Group’s growing sports NFT
business create significant opportunities for the Company to deliver growth in shareholder value via newly developed
products and services. The Board continues to examine additional sources to broaden the appeal of its content business
The main focus for the current year will be growing and developing the product and sales pipelines for these businesses.
The Group’s forecasts assume that Streams, and the Group’s growing sports NFT business, will represent a growing
proportion of revenues.
After consideration of the above, and as explained in greater detail in the Directors’ Report and Note 1 of these
accounts, the Directors consider that the continued adoption of the going concern basis is appropriate.
Financial risk management objectives and policies
The Group uses various financial instruments. These include cash and various items, such as trade receivables and
trade payables that arise directly from its operations. The numerical disclosures relating to these policies are set out in
the notes to the financial statements.
9
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
STRATEGIC REPORT
The existence of these financial instruments exposes the Group to a number of financial risks, which are described in
more detail below. The Group does not currently use derivative products to manage foreign currency or interest rate
risks.
The main risks arising from the Group's financial instruments are market risk, currency risk, liquidity risk and credit
risk. The Directors review and agree policies for managing each of these risks and they are summarised below. These
policies have remained unchanged from previous periods.
Market risk
Market risk encompasses three types of risk, being currency risk, fair value interest rate risk and price risk. In this
review interest rate and price risk have been ignored as they are not considered material risks to the business.
Liquidity risk
The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to
invest cash assets safely and profitably.
Other than the £47k Bounce Back Loan taken out by KrunchData to use for working capital needs, the Group currently
has no borrowing arrangements in place and prepares cash flow forecasts which are reviewed at Board meetings to
monitor liquidity.
Credit risk
The Group's principal financial assets are bank deposits, cash and trade receivables. The credit risk associated with
the bank deposits and cash is limited as the counterparties have high credit ratings assigned by international credit-
rating agencies. The principal credit risk arises therefore from the Group's trade receivables. Most of the Group’s trade
receivables are large mobile network operators or media groups. Whilst historically credit risk has been low
management continuously monitors its financial assets and performs credit checks on prospective partners.
Future developments
Since the year end, the Group has announced a number of multi-year contracts to be the exclusive global producer and
provider of Non Fungible Tokens (“NFTs”) for several prominent football teams and sports, delivered both through
their own websites and our https://heroesnftclub.com/ site. Further potential contracts are under negotiation.
Impact of Brexit
The UK’s exit from the European Union has not affected the Group materially at an operational level, as almost all of
the Group’s revenues are derived from customers based outside the EU.
Section 172 Companies Act disclosure
When making decisions, the Directors of the Company must act in a way they consider, in good faith, is most likely to
promote the success of the Company for the benefit of its members as a whole, while also considering the broad range
of stakeholders who interact with and are impacted by the business. Throughout the year, while discharging their duties,
section 172(1) requires a Director to have regard, amongst other matters, to the:
likely consequences of any decisions in the long term
interests of the company’s employees
need to foster the company’s business relationships with suppliers, customers and others
impact of the company’s operations on the community and environment
desirability of the company maintaining a reputation for high standards of business conduct, and
Need to act fairly as between members of the company.
In discharging their section 172(1) duties, the Directors have had regard to the factors set out above, as well as other
factors relevant to the decisions being made. The Board acknowledges that not all decisions made will necessarily
result in a positive outcome for all stakeholders, nevertheless the Board aims to ensure that the decisions made are
consistent and intended to promote the Company’s long-term success.
10
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
STRATEGIC REPORT
Examples of how the Directors have engaged with the Company’s stakeholders with regard to section 172(1) are
detailed below:
Strengthened Board with the appointment of new Chairman and CFO in July 2021
Placing and Broker Option which raised £1.55m (before expenses) in March 2022 to strengthen
balance sheet in view of potentially difficult economic and stock market conditions
Strategic partnership with IGS launched in January 2022, with committed revenues of at least $720k
over the first six months
These actions were designed to ensure the appropriate standards of governance and to protect and enhance value for
shareholders.
Shareholders
The Board aims to build long term shareholder value by pursuing the stated strategy. RNS updates are provided as
required, and in addition Directors provide regular interviews and updates, and respond to all queries received from
investors, all within the necessary regulatory and commercial constraints.
Employees
The Board strives to maintain and develop a culture where all employees feel valued and included. The Board has
engaged with employees, within the limits resulting from the Covid-19 pandemic. The company supports the
professional and personal development of employees, which are viewed as fundamental to the continued success of
the company.
Business conduct, ethics and anti-corruption
It is the Group’s policy to conduct its business in an honest and transparent way without the use of corrupt practices or
acts of bribery to obtain an unfair advantage. The group has a zero tolerance approach to bribery and corruption. Any
breach of these rules results in disciplinary actions which may include dismissal.
Suppliers, customers and others
The Board recognises that it is crucial that the company delivers a reliable service to its customers. Strong relationships
with suppliers are maintained, including by seeking to pay suppliers within their agreed terms wherever possible.
The Board regards compliance will all relevant regulatory frameworks with the upmost importance. As a data and
communications business it is essential that the company fully complies with data protection and other regulations
across all territories in which it operates. Audit and Compliance functions report to the Board on a regular basis.
Training and monitoring are continually developed and open communication between the Board and stakeholders is
encouraged.
Community and environment
Mobile Streams is aware of the different environments in which it operates. Furthermore, the company responded
pragmatically to the Covid-19 pandemic, in particular to ensure the safety of our employees and other key stakeholder
groups mentioned above.
The Strategic Report was approved by the Board and signed on its behalf by:
Bob Moore
Chairman
29 December 2022
11
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
DIRECTORS’ REPORT
Items dealt with in the Strategic Report
• Business review
• Principal risks and uncertainties
• Future developments
The principal activities of the Group are the sale of content for distribution on mobile devices and provision of data
insight and intelligence platforms and services. The Company is registered in England and Wales under company
number 03696108.
Results and dividends
The trading results and the Group's financial position for the year ended 30 June 2022 are shown in the attached
financial statements, and are discussed further in the Strategic Report.
The Directors have not proposed a dividend for this year (2021: £Nil).
Shareholder interests
The table below shows all significant shareholders who have disclosed holdings above 3.0% of the issued share capital,
and the current holdings of Directors and PDMR.
Mark Barry
Nigel Burton (including family holdings)
Annabel Jamieson
Mark Epstein
Tom Gutteridge
Charles Goodfellow
Directors and their interests
Ordinary
shares of
0.01 pence each
213,500,000
169,375,241
110,115,964
109,185,995
109,185,995
45,853,143
Percentage
holding
5.0%
4.0%
2.6%
2.6%
2.6%
1.1%
The Directors of the Company (the “Board” or the “Directors”), who served during the year, together with their
beneficial interests in the ordinary shares of the Group, as at 30 June 2022, are set out below. All Directors served on
the Board throughout the year.
Nigel Burton (resigned 4 February 2022)
Mark Epstein
Charles Goodfellow
Tom Gutteridge
Annabel Jamieson
Bob Moore (appointed 23 July 2021)
Ordinary
shares of
0.01 pence each
30 June 2022
161,413,736
103,036,017
40,301,360
103,036,017
104,564,181
-
Ordinary
shares of
0.01 pence each
30 June 2021
94,216,106
61,369,350
38,773,196
-
-
-
Sri Ramakrishna Uthayanan (appointed 23 July 2021)
-
-
12
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
DIRECTORS’ REPORT
The remuneration of each of the Directors and Senior Management for the period ended 30 June 2022 is set out below:
Salary
Fees
Benefits Post-employment
benefits
Other Long
Term benefits
Termination
Benefits
Year to 30
June 2022
Total
Year to 30
June 2021
Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
M Epstein
T Gutteridge #
A Jamieson #
C Goodfellow
N Burton *
70
70
30
30
70
-
-
-
-
-
R Moore ~
R Uthayanan ~
-
28
15
49
Total
298
64
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
70
125
-
-
-
-
70
125
30
30
125
125
70
125
-
15
- 77
-
-
-
-
-
362
625
~ Appointed 23 July 2021
# Senior management (non-Board role)
Benefits comprise shares.
The three Directors appointed in November 2019, namely Nigel Burton, Charles Goodfellow and Mark Epstein and
two senior employees Annabel Jamieson and Tom Gutteridge, all agreed to annual remuneration of £30,000 each, and
also agreed to accept payment for their services in Ordinary Shares, subject to deduction and payment of all necessary
taxes, until such time as the Directors are satisfied that the Company is able to make these payments out of operating
cashflow. With effect from 1 July 2021, the above named Directors and senior employees reverted to their original
contractual arrangements, which state that until such time as the Board determines otherwise, fees will be paid quarterly
or half yearly in Ordinary Shares, priced at the Volume Weighted Average Price (“VWAP”) of the Ordinary Shares
for the period to which the payment relates, after deduction and payment of all necessary taxes. As announced on 4
January 2022, based on the budget and cash projections, the Board now considers that the Company is in a position to
pay salaries in cash, although one director (Charles Goodfellow) and two senior managers (Annabel Jamieson and
Nigel Burton) have elected to continue to be paid in shares.
Going Concern
In common with the Going Concern disclosures in the Group financial statements, the Company financial statements
have been prepared on a going concern basis, which assumes that the Group and the Company will continue in
operational existence for the foreseeable future, being 12 months from the date of sign-off of these accounts.
The Group and Company use annual budgeting, forecasting and regular performance reviews to assess the longer-term
profitability of the Group and make strategic and commercial changes as required to ensure that cash resources are
maintained. Although there was a significant fall in revenues and a loss for the year ending 30 June 2022, the Group
actively manages its use of cash, particularly marketing and other expenditure.
During the year the Directors kept costs carefully controlled whilst continuing to grow the Streams data insight and
intelligence platform. The Streams business provides bespoke services to the B2B (business to business) market and
targets customers in the US, LatAm and Europe. The Board believes that the LiveScores services, IGS partnership,
Streams Data offering and the Group’s growing sports NFT business create significant opportunities for the Company
to deliver growth in shareholder value via newly developed products and services. The Board continues to examine
additional sources to broaden the appeal of its content business The main focus for the current year will be growing
and developing the product and sales pipelines for these businesses. The Group’s forecasts assume that Streams, and
the Group’s growing sports NFT business, will represent a growing proportion of revenues.
The Directors have prepared a cashflow forecast which indicates that existing resources are expected to cover the
Company’s working capital requirements for the foreseeable future.
After consideration of the above, the Directors consider that the continued adoption of the going concern basis is
appropriate – See note 1.
13
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
DIRECTORS’ REPORT
Directors’ responsibilities statement
The Directors are responsible for preparing the Strategic Report, the Director’s Report and the Financial Statements in
accordance with applicable laws and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Company law requires the
Directors to prepare Group and Company Financial Statements for each financial year. The Directors are required by
the AIM Rules of the London Stock Exchange to prepare Group Financial Statements in accordance with International
Financial Reporting Standards (“IFRS”) as adopted by the United Kingdom (“UK”) and have elected under company
law to prepare the Company Financial Statements in accordance with UK GAAP.
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 and profit or loss of the Company and Group for that period. In preparing these
Financial Statements, the Directors are required to:
select suitable accounting policies and then apply them consistently,
make judgements and estimates that are reasonable and prudent,
state whether applicable UK Accounting Standards, lFRSs and UK GAAP regulations have been followed,
subject to any material departures disclosed and explained in the financial statements, and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group
and the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Group’s and the Company’s transactions and disclose with reasonable accuracy at any time the financial position of
the Group and the Company and enable them to ensure that the Financial Statements, and the Directors’ Remuneration
Report comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for
safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors confirm that:
So far as each Director is aware, there is no relevant audit information of which the Group‘s auditor is
unaware, and
The Directors have taken all steps that they ought to have taken as directors to make themselves aware of any
relevant audit information and to establish that the auditor is aware of that information.
This confirmation is given pursuant to section 418 of the Companies Act 2006 and should be interpreted in accordance
with and subject to those provisions.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on
the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Auditor
PKF Littlejohn UK LLP have indicated their willingness to continue in office.
14
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
DIRECTORS’ REPORT
Corporate Governance Statement
The Board is committed to maintaining high standards of corporate governance.
The Company’s Corporate Governance Statement, which includes full details of the recognised corporate governance
code which the Company complies with and an explanation of any departure from the code, is maintained on its
website, as required by AIM rules. The information is reviewed at least once per annum and the website includes the
date on which the information was last reviewed. The most recent review has been undertaken during the process of
preparing the Annual Report and Financial Statements.
As a company whose shares are traded on AIM, the Board seeks to comply with the Quoted Companies Alliance’s
Corporate Governance Code (“the QCA Code”). In addition, the Directors have adopted a code of conduct for dealings
in the shares of the Company by directors and employees and are committed to maintaining the highest standards of
corporate governance. Bob Moore, in his capacity as Non-Executive Director, has assumed responsibility for ensuring
that the Company has appropriate corporate governance standards in place and that these requirements are followed
and applied within the Company as a whole. The corporate governance arrangements that the Board has adopted are
designed to ensure that the Company delivers long term value to its shareholders and that shareholders have the
opportunity to express their views and expectations for the Company in a manner that encourages open dialogue with
the Board. The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the
Company as a whole and that this will impact the performance of the Company. The Board is very aware that the tone
and culture set by the Board will greatly impact all aspects of the Company as a whole and the way that employees
behave. A large part of the Company’s activities is centred upon what needs to be an open and respectful dialogue with
employees, clients and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial
to the ability of the Company successfully to achieve its corporate objectives. The Board places great importance on
this aspect of corporate life and seeks to ensure that this flows through all that the Company does.
The appointment of Bob Moore and Sri Ramakrishna Uthayanan as Directors on 23 July 2021 was announced on 26
July 2021. On 4 February 2022 Nigel Burton stepped down from the Board, but remains committed to the Company
as a part-time paid adviser and shareholder.
Other than as above, no material governance related matters occurred during the financial year ended 30 June 2022.
The Company’s Corporate Governance report, which can also be found on the website, follows.
Corporate Governance Report
The QCA Code sets out 10 principles that should be applied. These are listed below together with a short explanation
of how the Company applies each of the principles:
Principle One
Business Model and Strategy
The Board has concluded that the highest medium and long term value can be delivered to its shareholders by the
adoption of a single strategy for the Company. The Company will seek to grow its business organically, and will seek
out further complementary partnerships and acquisitions that create enhanced value.
Principle Two
Understanding Shareholder Needs and Expectations
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders.
The Company has close ongoing relationships with its private shareholders. Institutional shareholders and analysts
have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders
are encouraged to attend the Company’s Annual General Meeting. Investors also have access to current information
on the Company though its website, www.mobilestreams.com, and via Mark Epstein, CEO who is available to answer
investor relations enquiries.
Principle Three
Considering wider stakeholder and social responsibilities
The Board recognises that the long-term success of the Company is reliant upon the efforts of the employees of the
Company and its contractors, suppliers, regulators and other stakeholders. The Board has put in place a range of
processes and systems to ensure that there is close oversight and contact with its key resources and relationships. For
example, all employees of the Company participate in a structured Company-wide annual assessment process which
is designed to ensure that there is an open and confidential dialogue with each person in the Company to help ensure
15
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
DIRECTORS’ REPORT
successful two way communication with agreement on goals, targets and aspirations of the employee and the Company.
These feedback processes help to ensure that the Company can respond to new issues and opportunities that arise to
further the success of employees and the Company. The Company has close ongoing relationships with a broad range
of its stakeholders and provides them with the opportunity to raise issues and provide feedback to the Company.
Principle Four
Risk Management
In addition to its other roles and responsibilities, the Audit and Compliance Committee is responsible to the Board for
ensuring that procedures are in place and are being implemented effectively to identify, evaluate and manage the
significant risks faced by the Company. The risk assessment matrix below sets out those risks, and identifies their
ownership and the controls that are in place. This matrix is updated as changes arise in the nature of risks or the controls
that are implemented to mitigate them. The Audit and Compliance Committee reviews the risk matrix and the
effectiveness of scenario testing on a regular basis. The following principal risks and controls to mitigate them, have
been identified:
Activity
Risk
Impact
Control(s)
Management
Recruitment and retention
of key staff
Reduction in operating
capability
Stimulating and safe
working environment
Regulatory
adherence
Breach of rules
Censure or withdrawal of
authorisation
Strategic
Damage to reputation
Inability to secure new
capital or clients
Balancing salary with
longer term incentive plans
Strong compliance regime
instilled at all levels of the
Company
Effective communications
with shareholders coupled
with consistent messaging
to our customers
Robust compliance
Inadequate disaster
recovery procedures
Loss of key operational and
financial data
Secure off-site storage of
data
Financial
Liquidity, market and
credit risk
Inability to continue as
going concern
Robust capital management
policies and procedures
Reduction in asset values
Inappropriate controls and
accounting policies
Incorrect reporting of
assets
Appropriate authority and
investment levels as set by
Treasury and Investment
Policies
Audit and Compliance
Committee
The Directors have established procedures, as represented by this statement, for the purpose of providing a system of
internal control. An internal audit function is not considered necessary or practical due to the size of the Company and
the close day to day control exercised by the executive directors. However, the Board will continue to monitor the need
for an internal audit function. The Board works closely with and has regular ongoing dialogue with the Company
16
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
DIRECTORS’ REPORT
financial controller and has established appropriate reporting and control mechanisms to ensure the effectiveness of its
control systems.
Principle Five
A Well-Functioning Board of Directors
As at the date hereof the Board comprised, the CEO Mark Epstein, Finance Director Sri Ramakrishna Uthayanan and
two Non-Executive Directors, Bob Moore (Chairman) and Charles Goodfellow. Biographical details of the current
Directors are set out within Principle Six below. Executive and Non-Executive Directors are subject to re-election at
intervals of no more than three years. The letters of appointment of all Directors are available for inspection at the
Company’s registered office during normal business hours.
The Board meets at least eight times per annum. It has established an Audit and Compliance Committee a
Remuneration Committee, and a Nominations Committee, particulars of which appear hereafter. The Non-Executive
Directors are considered to be part time but are expected to provide as much time to the Company as is required. The
Board notes that the QCA recommends a balance between executive and non-executive Directors and recommends
that there be two independent non-executives. Bob Moore and Charles Goodfellow are considered to be Independent
Directors. Further commentary in relation to the board’s assessment of independence is set out within Principle Six
below.
As the Company grows and develops the board will periodically review its corporate governance framework to ensure
it remains appropriate for the size, complexity and risk profile of the Company
Attendance at Board and Committee Meetings
The Company shall report annually on the number of Board and committee meetings held during the year and the
attendance record of individual Directors. To date in the current financial year the Directors have a 100% record of
attendance at such meetings. In order to be efficient, the Directors meet formally and informally both in person and by
telephone. During the year there were 8 Board meetings, with all directors being present at all meetings. The volume
and frequency of such meetings is expected to continue at a similar rate. The Audit and Compliance Committee met
three times and the Remuneration Committee, met twice, in each case with all members present.
Principle Six
Appropriate Skills and Experience of the Directors
The Board currently consists of five Directors led by Chairman Bob Moore and, in addition, the Company has
contracted the outsourced services of Pennsec Limited to act as the Company Secretary. The Company believes that
the current balance of skills in the Board as a whole, reflects a very broad range of commercial and professional skills
across geographies and industries and each of the Director’s has experience in public markets. As demonstrated below
in the descriptions of each Director, the Board has the necessary commercial, financial and legal skills required for the
effective leadership of the Group.
The Board recognises that it currently has a limited diversity and this will form a part of any future recruitment
consideration if the Board concludes that replacement or additional directors are required.
Each Director undertakes a mixture of formal and informal continuing professional development as necessary to ensure
that their skills remain current and relevant to the needs of the Group.
Mr Robert Dennis Moore, Non-Executive Chairman
Bob is a UK qualified lawyer (Barrister, called to the bar at Middle Temple 1981) with over 35 years’ business,
commercial and legal experience, including as Head of International Legal Affairs at Enterprise Oil plc (a UK FTSE
100 company until its acquisition by Shell in 2002) and as Co-founder and Commercial Director of Granby Oil & Gas
plc, which was listed on AIM from 2005 until its sale in 2008. Bob has subsequently co-founded, and is Managing
Director of, several private engineering and energy businesses based in the UK and Luxembourg.
Mr Charles Edouard Goodfellow, Non-Executive Director
Charles Goodfellow has over 30 years’ experience in the London capital markets, having worked initially in equity
sales and then in corporate finance for various London investment banks and corporate finance specialists. He
specialises in assisting smaller companies across a range of sectors in raising growth capital, as well as targeting
industry partners capable of taking strategic stakes and control.
Mr Mark Alexander Epstein, Chief Executive Officer
Mark is an experienced CEO, director, entrepreneur, expert in marketing, communications, technology and mobile.
Mark is the co-founder of Krunch.ai a next generation insight and intelligence platform, IgniteAMT a digital
transformation company and IgniteCAP an incubation and investment business. Mark also co-founded and was CEO
17
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
DIRECTORS’ REPORT
on its AIM listing of The People’s Operator PLC, a cause-based mobile phone network that had operations the UK and
USA. Prior to that Mark co-founded Mass1 which he grew into one of the UK’s most successful campaign agencies.
He has also held numerous senior management positions in his career.
Sri Ramakrishna Uthayanan, Finance Director
Rama is a UK qualified accountant with over 35 years’ audit and accounting experience, including as Finance Director
of AIM listed The People’s Operator plc from 2016 until 2019. He has been Finance Director at KrunchData Limited,
the Company’s subsidiary since December 2018.
Mr Moore and Mr Goodfellow are considered to be independent directors of the Company. In coming to this
conclusion, the board has taken a number of matters into consideration including:
the absence of previous employment or material business relationships with the Company and its
Shareholders;
That none are party to any performance related share schemes; and service length with the Company.
Principle Seven
Evaluation of Board Performance
The Board has undertaken an internal review of the Board, the Committees and individual Directors, in the form of
peer appraisal and discussions, to determine their effectiveness and performance as well as the Directors’ continued
independence.
The evaluation concluded that the Board demonstrates the appropriate level of skills, knowledge and performance for
the size and nature of the Group. The Directors will continue to review the need to strengthen the Board as the Group
develops.
Principle Eight
Corporate Culture
The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Company
as a whole and that this will impact the performance of the Company. The corporate governance arrangements that the
Board has adopted are designed to ensure that the Company delivers long term value to its shareholders and that
shareholders have the opportunity to express their views and expectations for the Company in a manner that encourages
open dialogue with the Board. The Board recognises that their decisions regarding strategy and risk will impact the
corporate culture of the Company as a whole and that this will impact the performance of the Company. The Board is
very aware that the tone and culture set by the Board will greatly impact all aspects of the Company as a whole and
the way that employees behave. A large part of the Company’s activities is centred upon what needs to be an open and
respectful dialogue with employees, clients and other stakeholders. Therefore, the importance of sound ethical values
and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives.
The Board places great import on this aspect of corporate life and seeks to ensure that this flows through all that the
Company does. The Directors consider that at present the Company has an open culture facilitating comprehensive
dialogue and feedback and enabling positive and constructive challenge. There is frequent dialogue between the
Directors and senior management of the principal operating subsidiaries. The Board monitors the corporate culture
through a mix of formal and informal feedback, based on which the Board is confident that a healthy culture consistent
with the principles adopted exists.
The Company has adopted, with effect from the date on which its shares were admitted to AIM, a code for Directors’
and employees’ dealings in securities which is appropriate for a company whose securities are traded on AIM and is
in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016.
Principle Nine
Maintenance of Governance Structures and Processes
Ultimate authority for all aspects of the Company’s activities rests with the Board, the respective responsibilities of
the Chairman and Chief Operating Officer arising as a consequence of delegation by the Board. The Board has adopted
appropriate delegations of authority which set out matters which are reserved to the Board. The Chairman is responsible
for the effectiveness of the Board, while management of the Company’s business and primary contact with
shareholders has been delegated by the Board to the Chief Executive Officer.
18
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
DIRECTORS’ REPORT
Audit and Compliance Committee
The Audit and Compliance Committee comprises Bob Moore, who chairs this committee, and Charles Goodfellow.
The Audit and Compliance Committee has primary responsibility for monitoring the quality of internal controls and
ensuring that the financial performance of the Company is properly measured and reported. It receives reports from
the executive management and auditors relating to the interim and annual accounts and the accounting and internal
control systems in use throughout the Company. The Audit and Compliance Committee shall meet not less than twice
in each financial year and it has unrestricted access to the Company’s auditors.
Remuneration Committee
The Remuneration Committee comprises Bob Moore, who chairs this committee, and Charles Goodfellow. The
Remuneration Committee reviews the performance of the executive directors and employees and makes
recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration
Committee also considers and approves the granting of share options pursuant to the share option plan and the award
of shares in lieu of bonuses pursuant to the Company’s Remuneration Policy.
Nominations Committee
The Nominations Committee comprises Bob Moore, who chairs this committee, and Charles Goodfellow.
Non-Executive Directors
The Board has adopted guidelines for the appointment of Non-Executive Directors which have been in place and which
have been observed throughout the year. These provide for the orderly and constructive succession and rotation of the
Chairman and non-executive directors insofar as both the Chairman and non-executive directors will be appointed for
an initial term of three years and may, at the Board’s discretion believing it to be in the best interests of the Company,
be appointed for subsequent terms. The Chairman may serve as a Non-Executive Director before commencing a first
term as Chairman.
In accordance with the Companies Act 2006, the Board complies with: a duty to act within their powers; a duty to
promote the success of the Company; a duty to exercise independent judgement; a duty to exercise reasonable care,
skill and diligence; a duty to avoid conflicts of interest; a duty not to accept benefits from third parties and a duty to
declare any interest in a proposed transaction or arrangement.
Principle Ten
Shareholder Communication
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders.
The Company responds to all shareholders who contact the Directors, and as a result has positive ongoing relationships
with a wide range of shareholders. All shareholders and analysts have the opportunity to discuss issues and provide
feedback at meetings with the Company. The Company also provides shareholder updates whenever appropriate using
both regulatory and other channels. In addition, all shareholders are encouraged to attend the Company’s Annual
General Meeting.
Investors also have access to current information on the Company though its website, www.mobilestreams.com, and
via Mark Epstein, CEO, who is available to answer investor relations enquiries.
The Company includes, when relevant, in its annual report, any matters of note arising from the audit or remuneration
committees.
On behalf of the Board
Bob Moore
Chairman
29 December 2022
19
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF MOBILE STREAMS PLC
Opinion
We have audited the group financial statements of Mobile Streams Plc (the ‘group’) for the year ended 30 June
2022 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of
Financial Position, the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash
Flows and notes to the financial statements, including a summary of significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable law and UK-adopted international
accounting standards.
In our opinion, the group financial statements:
give a true and fair view of the state of the group’s affairs as at 30 June 2022 and of its loss for the year
then ended;
have been properly prepared in accordance with UK-adopted international accounting standards; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the financial statements section of our report. We are independent of the group in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director’s use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the group’s ability to continue to adopt the going concern basis of accounting included reviewing
and challenging the forecast model prepared by management and ensuring its mathematical accuracy.
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 group’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.
Our application of materiality
The group materiality for the financial statements as a whole was set at £112,280 (2021: £38,800) based on 7%
of loss before tax (2020: 4% of loss before tax). Loss before tax was used as the basis for materiality as this is
considered to be a key performance metric for investors given the position the group is in its life cycle.
Performance materiality was calculated at 70% of materiality for the financial statements as a whole equating to
£78,590 (2021: £27,160) due to the nature of the transactions undertaken in the year.
We have agreed with those charged with governance that we would report any individual audit difference in
excess of £5,690 as well as differences below this threshold that, in our view, warranted reporting on qualitative
grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risk of material misstatement in the group
financial statements. In particular, we looked at areas involving significant accounting estimates and judgements
by the directors including the valuation of share options. We also addressed the risk of management override of
20
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF MOBILE STREAMS PLC
internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk
of material misstatements due to fraud. Of the seven reporting components of the group, a full scope audit was
performed on the complete financial information of five components (UK, Argentina, Mexico, Streams Data and
Krunch Data) and, for the other components, a limited scope review was performed.
The group’s key accounting function is based in London and Argentina and our audit was performed remotely
from our London office with regular contact with relevant personnel throughout. No component auditors were
used in the audit.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter (KAM)
How our scope addressed this matter
Acquisition Accounting (Referring to Krunch
Data Limited - 51% interest) (Note 16)
In March 2021 the group acquired a 49% interest
(deemed to be controlling) in Krunch Data Limited
for £735k payable in cash and shares, with an option
to acquire the remaining 51% at any time in the
following two years for £765k, again in cash and
shares.
During the period under review, the group exercised
their right to acquire the remaining 51%.
Given the nature of the transaction being one under
common control there is the risk that the transaction
has been accounted for incorrectly.
This is considered to be a key audit matter given
the quantum of the amount and the nature of the
transaction which has not been undertaken
previously by management.
Accuracy of the accounting treatment of the
Scores Entertainment Limited (“Livescores”)
acquisition (Note 21)
During the period, the Group acquired Livescores
for a consideration of £125k. The transaction was
achieved through the Group acquiring a newly
incorporated company that held the assets the Group
wished to purchase.
Given the nature of the transaction there is the risk
that the acquisition falls outside the scope of IFRS 3
We performed the following procedures:
Obtained the acquisition agreements;
Obtained and challenged managements
accounting papers in respect of treating the
transaction as one under common control;
Reviewed the accounting treatment to ensure
accuracy; and
Ensured that the disclosures surrounding the
transaction were appropriate.
We performed the following procedures:
Obtained the acquisition agreements;
Obtained and challenged managements
assessment as to whether Livescores met the
definition of a business at the date of
acquisition;
21
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF MOBILE STREAMS PLC
Business Combinations and that the Group have
accounted for the transaction inaccurately.
We have assessed this as a key audit matter given
the size of the transaction and the judgement and
estimation required by management to assess
whether or not the transaction falls inside or
outside of the scope of IFRS 3.
Recoverability of Convertible Loan Note issued
to Quanta Media Group (Note 22)
During the year ended 30 June 2021, a loan note was
issued to Quanta Media Group (an initial £250k loan
to fund Quanta through their pre-IPO phase, with a
second tranche of up to £250k payable during the
year ended 30 June 2022). In respect of this the
Group advanced Quanta Media Group a further
£164k. The balance at 30th June 2022 was £414k.
There is a risk that the balance is not fully
recoverable. This is considered to be a KAM given
the material nature of the balance and the level of
management judgement and estimation required
in assessing the loan recoverability.
Reviewed
subsequent
management’s
accounting treatment as an asset acquisition
to ensure accuracy; and
Reviewed the disclosures made within the
financial statements.
We performed the following procedures:
Reviewed the loan note agreement to ensure
appropriate accounting treatment;
Obtained and challenged management’s
assessment of recoverability;
Challenged the underlying information and
assumptions used by management in their
assessment; and
Ensured
the
linked disclosures were
appropriate.
Other information
The other information comprises the information included in the annual report, other than the financial statements
and our auditor’s report thereon. The directors are responsible for the other information contained within the
annual report. Our opinion on the group financial statements does not cover the other information and, except to
the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our 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 course of the audit or
otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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
group financial statements are prepared is consistent with the group 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
22
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF MOBILE STREAMS PLC
In the light of the knowledge and understanding of the group 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, or returns adequate for our audit have not been received
from branches not visited by us; 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, the directors are responsible for the
preparation of the group 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 group financial statements, the directors are responsible for assessing the group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or
have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is
detailed below:
We obtained an understanding of the group and the sector in which it operates to identify laws and
regulations that could reasonably be expected to have a direct effect on the financial statements. We
obtained our understanding in this regard through discussions with management and application of
cumulative audit knowledge and experience of the sector.
We determined the principal laws and regulations relevant to the group in this regard to be those arising
from AIM rules, Companies Act 2006 and employment and tax laws in the territories in which the Group
operates.
We designed our audit procedures to ensure the audit team considered whether there were any indications
of non-compliance by the group with those laws and regulations. These procedures included, but were
not limited to:
o enquiries of management;
o
o Review of legal accounts.
reviews of board minutes; and
We also identified the risks of material misstatement of the financial statements due to fraud. We
considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management
override of controls, that the potential for management bias was identified in relation to:
23
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF MOBILE STREAMS PLC
o Revenue recognition;
o
the impairment of goodwill and intangible assets and we addressed this by challenging the
assumptions and judgements made by management when auditing these significant accounting
estimates; and
the accounting treatment of Krunch Data Limited which was addressed by challenging the
assumptions and judgements made by management when auditing that significant accounting
estimate.
o
As in all of our audits, we addressed the risk of fraud arising from management override of controls by
performing audit procedures which included, but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk
increases the more that compliance with a law or regulation is removed from the events and transactions reflected
in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is
also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional
concealment, forgery, collusion, omission or misrepresentation.
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
Other matter
We have reported separately on the parent company financial statements of Mobile Streams Plc for the
year ended 30 June 2022. That report includes details of the parent company Key Audit Matters; how we
applied the concept of materiality in planning and performing our audit; and an overview of the scope of
our audit.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members
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
members as a body, for our audit work, for this report, or for the opinions we have formed.
Joseph Archer (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
29 December 2022
15 Westferry Circus
Canary Wharf
London E14 4HD
24
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended
Year ended
30 June 2022
30 June 2021
Note
£000’s
£000’s
Revenue
Cost of sales
Gross profit
Selling and marketing costs
Administrative expenses
Quanta convertible loan impairment
Quanta revenue bad debt provision
LiveScores intangibles impairment charge
Operating Loss
Finance income
Loss before tax
Tax expense
Loss for the year
Attributable to:
Non-controlling interests
Equity shareholders of Mobile Streams plc
Other comprehensive income
Other comprehensive income
Total comprehensive loss for the year attributable to equity
shareholders of Mobile Streams plc
Earnings per share
Basic earnings per share
Diluted earnings per share
13
13
13
13
3
3
3
13
9
1,022
(572)
450
(264)
(2,235)
(414)
(201)
(104)
(2,768)
395
(173)
222
(50)
(1,208)
-
-
-
(1,036)
4
(2,764)
4
(1,032)
-
(2,764)
-
(1,032)
-
(2,764)
(15)
(1,017)
(2,764)
(1,032)
-
(2,764)
-
(1,032)
Pence per share
(0.102)
6
(0.102)
6
Pence per share
(0.070)
(0.070)
25
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Assets
Non- Current
Intangible assets
Goodwill
Other Assets
Current
Trade and other receivables
Cash and cash equivalents
Year ended
30 June 2022
£000’s
Year ended
30 June 2021
£000’s
Note
21
21
22
326
360
170
856
569
360
250
1,179
8
9
162
1,675
325
1,715
1,837
2,040
Total assets
2,693
3,219
Equity
Equity attributable to equity holders of Mobile Streams plc
Called up share capital
Share premium
Translation reserve
Retained earnings
Equity attributable to equity holders of Mobile Streams plc
Non-controlling interest
Total equity
Liabilities
Non-Current
Bank debt
Current
Trade and other payables
Bank debt
11
659
19,334
(3,050)
(14,739)
567
16,765
(3,050)
(11,467)
2,204
-
2,815
1
2,204
2,816
40
40
-
-
10
442
353
50
7
449
403
Total liabilities
489
403
Total equity and liabilities
2,693
3,219
The financial statements were approved by the Board of Directors on 29 December 2022 and are signed on its behalf
by:
Bob Moore
Chairman
26
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Equity attributable to equity holders of Mobile Streams plc
Called up share
capital
Share
premium
Translation
reserve
Retained
earnings
Non- Controlling
Interest
Total
Equity
£000’s
£000’s
£000’s
£000’s
£000’s
£000’s
Balance at 1 July 2020
Total comprehensive loss for the year
382
14,126
(3,050)
(10,463)
-
995
-
-
-
(1,017)
(15)
(1,032)
Transactions with owners
Warrants reserve
Issue of shares
Non-controlling interest
Balance at 30 June 2021
Balance at 1 July 2021
Total comprehensive loss for the year
Transactions with owners
Warrants reserve
Issue of shares
Acquisition of 51% of KrunchData Limited
Balance at 30 June 2022
382
14,126
(3,050)
(11,480)
(15)
(37)
-
-
-
13
-
13
185
2,639
-
-
-
2,824
-
-
-
-
16
16
567
16,765
(3,050)
(11,467)
1
2,816
567
16,765
(3,050)
(11,467)
1
2,816
(2,764)
-
(2,764)
567
16,765
(3,050)
(14,231)
1
52
-
92
-
-
2,569
-
-
-
-
255
-
(763)
-
-
(1)
255
2,661
(764)
659
19,334
(3,050)
(14,739)
-
2,204
27
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
CONSOLIDATED CASH FLOW STATEMENT
Operating activities
Loss before taxation
Adjustments:
Amortization of intangible assets
Impairment of intangible assets
Impairment losses of financial assets
Impairment of receivables
Impairment of convertible loan
Share Based Payments expense
Finance income
Changes in trade and other receivables
Changes in trade and other payables
Total cash generated in operating activities
Investing activities
Additions intangible assets
Acquisitions - consideration (cash)
Acquisitions – other investments
Acquisitions - cash acquired
Finance income
Net Cash used in investing activities
21
21
22
8
3
12
8
10
21
16
1
Year ended
30 June
2022
£000’s
Year ended
30 June
2021
£000’s
(2,764)
(1,032)
262
106
80
283
414
255
(4)
89
(1,399)
95
-
-
-
-
-
(4)
(104)
(213)
(1,258)
(120)
-
(265)
(414)
-
4
(675)
(304)
(500)
(250)
11
4
(1,039)
Financing activities
Equity fundraise (net of expenses paid)
Bank loans
Net Cash generated from financing activities
23
2,015
(3)
2,012
2,592
50
2,642
Net change in cash and cash equivalents
Exchange (losses) on cash and cash equivalents
Cash and cash equivalents at beginning of year
(62)
22
1,715
345
30
1,340
Cash and cash equivalents, end of year
9
1,675
1,715
Reconciliation of net debt is shown in Note 23.
Non-cash investing and financing transactions during the year-ended 30 June 2022 comprise:
On 10 February 2022, 29,539,323 Ordinary Shares were issued at 0.423 pence per share each as part of the
consideration for the Group’s acquisition of a 100% interest in Scores Entertainment Limited for the acquisition of
intangible assets.
On 23 March 2022, 166,666,667 Ordinary Shares were issued at 0.3 pence per share each as part of the consideration
for the Group’s acquisition of the remaining 51% interest in KrunchData Limited.
28
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
GROUP ACCOUNTING POLICIES
Mobile Streams plc (the ‘Company’) and its subsidiaries (together 'the Group') sell digital content, primarily for
distribution on mobile devices. The Group has subsidiaries in Europe, Asia, North America and Latin America.
The Company is a public limited company incorporated and domiciled in the United Kingdom. The address of its
registered office is 125 Wood Street, London, EC2V 7AW.
The Company is listed on the London Stock Exchange's Alternative Investment Market.
These consolidated financial statements were approved for issue by the Board of Directors on [xx] December 2022.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
The Group financial statements consolidate those of the parent company and all of its subsidiary undertakings drawn
up to 30 June 2022. They have been prepared in accordance with applicable International Financial Reporting
Standards as adopted by the UK and with those parts of the Companies Act 2006 applicable to companies reporting
under IFRS. All references to IFRS in these statements refer to IFRS as adopted by the UK.
The financial statements have been prepared under the historical cost convention, with investments being valued under
fair value through profit or loss.
Business combinations
The Group applies the acquisition method to account for business combinations. The consideration transferred for the
acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the
acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset
or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition
date. The Group recognises any non-controlling interest in the acquire on an acquisition by acquisition basis, either at
fair value or at the noncontrolling interest’s proportionate share of the recognised amounts of acquiree’s identifiable
net assets. Acquisition related costs are expensed as incurred.
During the year, the Group entered into a share purchase agreement to acquire Scores Entertainment Limited. Under
the definitions set out in IFRS 3 – Business Combinations, the company being purchased did not represent a business
and the correct nature of the transaction was deemed to be that of an asset acquisition. The Group attributed the
purchase price of £125k to the following classes of assets: £12,475 of software, £56,228 of underlying code and
£56,228 of website domain. During the year, the Group acquired the remaining 51% share of KrunchData Limited.
The Group purchased 49% in the previous year and consolidated the company in the Group financial statements based
on control through common directorships.
Consolidation
Control is achieved where the Company is exposed to, or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the Group. They are de-consolidated from the date on which control is
lost.
Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated in
full. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset
transferred. Subsidiaries' accounting policies have been changed where necessary to ensure consistency with the
policies adopted by the Group.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited
exceptions, measured initially at their fair values at the acquisition date. The Group recognises any non-controlling
29
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
GROUP ACCOUNTING POLICIES
interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling
interest’s proportionate share of the acquired entity’s net identifiable assets.
The separate financial statements and related notes of the Company follow the financial statements and related notes
of the Group, and are prepared in accordance with FRS 101.
Foreign currency translation
(a) Presentational currency
The consolidated and parent company financial statements are presented in British pounds. The functional currency of
the parent entity is also British pounds. The subsidiaries of the parent company and their respective functional
currencies are as follows: Mobile Streams de Argentina SRL (Argentine Peso), Mobile Streams Columbia Limitada
(Columbian Peso), Mobile Streams of Mexico de CV (Mexican Peso), Mobile Streams India Private Limited (Rupee),
Streams Data Limited (British Pounds), KrunchData Limited (British Pounds).
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date
the transaction occurs. Any exchange gains or losses resulting from these transactions and the translation of monetary
assets and liabilities at the consolidated statement of financial position date are recognised in the consolidated income
statement, except to the extent that a monetary asset or liability represents a net investment in a subsidiary when
exchange differences arising on translation are recognised in equity within the translation reserve. Amount due from
or to subsidiaries are treated as part of net investment in the subsidiary when settlement is neither planned nor likely
to occur in the foreseeable future. Upon settlement, amounts that have arisen are taken directly to profit or loss.
Foreign currency balances are translated at the year-end using exchange rate prevailing at the year-end.
(c) Group companies
The financial results and position of all group entities that have a functional currency different from the presentation
currency of the Group are translated into the presentation currency as follows:
i
ii
iii
assets and liabilities for each consolidated statement of financial position are translated at the closing
exchange rate at the date of the consolidated statement of financial position.
income and expenses for each consolidated income statement are translated at average exchange rates (unless
it is not a reasonable approximation to the exchange rate at the date of transaction).
all resulting exchange differences are recognised as a separate component of equity (cumulative translation
reserve).
Hyper-inflationary currencies
The Argentinian economy is designated as a hyper-inflationary. The financial statements of the Argentinian subsidiary
are stated in terms of the purchasing power at the end of the reporting period through the selection of a general price
index before translation into the Group’s presentation currency being GBP.
Goodwill
Goodwill arising on the acquisition of a subsidiary undertaking is determined as the difference between the fair value
of the assets, including any intangible assets arising on acquisition, and liabilities acquired, and the fair value of
consideration paid. Goodwill, which is classified as an intangible asset with an indefinite life, is subject to an annual
impairment review. Further detail of the goodwill arising on the acquisition of KrunchData Limited can be found in
note 21: Goodwill and Intangible Assets and note 15: Related party transactions, and note 16: Business Combination.
30
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
GROUP ACCOUNTING POLICIES
Intangible assets
An intangible asset arising from the Company's product development is recognised if, and only if, the Company can
demonstrate all of the following:
•
•
•
•
•
•
the technical feasibility of completing the intangible asset so that it will be available for use or sale
its intention to complete the intangible asset and use or sell it
its ability to use or sell the intangible asset
how the intangible asset will generate probable future economic benefits
the availability of adequate technical, financial and other resources to complete the development and
to use or sell the intangible asset
its ability to measure reliably the expenditure attributable to the intangible asset during its
development
Intangible assets are amortised on a straight line basis over their useful lives of five years. Amortisation is charged to
the income statement from when the asset becomes available to use. Where no internally generated intangible asset
can be recognised, development expenditure is recognised as an expense in the period in which it is incurred.
Going Concern
The financial statements have been prepared on a going concern basis, which assumes that the Group and the Company
will continue in operational existence for the foreseeable future, being 12 months from the date of sign-off of these
accounts.
The Group and Company use annual budgeting, forecasting, scenario planning and regular performance reviews to
assess the longer-term profitability of the Group and make strategic and commercial changes as required to ensure that
cash resources are maintained.
The Directors consider that the Streams data insight and intelligence platform will increase revenues in the current
year. The Streams business provides bespoke services to the B2B (business to business) market, and a SaaS ("Software
as a Service") platform for customers not requiring a bespoke service. Also, the revenues from the NFT business
launched in July 2022 are expected to grow significantly during the year.
Also, since the year end, additional revenues have been generated through the Company’s multi-year contracts as the
exclusive global producer and provider of Non Fungible Tokens (“NFTs”) for several prominent football teams and
sports, delivered both through their own websites and our https://heroesnftclub.com/ site. Further potential contracts
are under negotiation.
The Directors have prepared a cashflow forecast which indicates that existing resources are expected to cover the
Company’s working capital requirements for the foreseeable future, up to and beyond the point at which the Group is
expected to become consistently profitable. Management have also performed scenario planning thereon. Whilst the
budget indicates revenue expected to approximately double in the current year, even in significant downside scenarios,
including where revenues remain static or even decline by 50%, the Group and Company would continue to have
sufficient cash for the foreseeable future, being 12 months from the date of sign-off of these accounts. Discretionary
spending, including investment in growth, will be carefully controlled and will be reduced to the extent that gross and
net revenues do not match budget expectations.
The group raised an addition £1.4 million in equity after 30th June 2022 to further strengthen the working capital
position.
After consideration of the above, the Directors consider that the continued adoption of the going concern basis is
appropriate.
31
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
GROUP ACCOUNTING POLICIES
New standards and interpretations not yet adopted
At the date of approval of these financial statements, the following standards and interpretations which have not been
applied in these financial statements were in issue but not yet effective (and in some cases have not yet been adopted
by the UK):
Amendments to IFRS 17: Insurance Contracts – effective 1 January 2023
Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-
current – effective 1 January 2023*
Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of
Accounting Policies – effective 1 January 2023*
Amendments to IAS 8: Accounting policies, Changes in Accounting Estimates and Errors – Definition of
Accounting Estimates – effective 1 January 2023*
Amendments to IAS 12: Income Taxes – Deferred Tax related to Assets and Liabilities arising from a Single
Transaction – effective 1 January 2023*
*subject to UK endorsement
The new and amended Standards and Interpretations which are in issue but not yet mandatorily effective are not
expected to be material.
Taxation
Current tax is the tax currently payable based on taxable profit for the year.
Deferred income tax is provided, using the liability method, on temporary differences arising between the tax base of
assets and liabilities and their carrying amounts in the consolidated financial statements. 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 that reversal will not occur in the foreseeable future.
Deferred income tax is determined using tax rates known by the consolidated statement of financial position date and
that are expected to apply when the deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available
against which the temporary differences can be utilised. Deferred tax liabilities are provided in full. There is no
discounting of assets or liabilities.
Changes in deferred tax assets or liabilities are recognised as a component of the tax expense in the consolidated
income statement, except where they relate to items that are charged or credited directly to equity or other
comprehensive income, in which case the related deferred tax is also charged or credited directly to equity or other
comprehensive income.
Provisions
Provisions, including those for legal claims, are recognised when the Group has a present legal or constructive
obligation as a result of past events, it is probable that an outflow of economic benefits will be required to settle the
obligation and the amount can be reliably estimated.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the
present obligation at the consolidated statement of financial position date. The discount rate used to determine the
present value reflects current market assessments of the time value of money and the risks specific to the liability.
32
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
GROUP ACCOUNTING POLICIES
Financial Assets
Classification
A number of the Company’s accounting policies and disclosures require the determination of fair value, for both
financial and non-financial liabilities. Fair values have been determined for measurement and/or disclosure purposes
based on the following methods. When applicable, further information about the assumptions made in determining fair
values is disclosed in the notes specific to that asset or liability.
Classification of fair value financial instruments
The Company classified the fair value of its financial instruments measured at fair value according to the following
hierarchy based on the amount of observable inputs used to value the instrument.
Level 1: quoted prices in active markets for identical assets and liabilities.
Level 2: inputs other than the quoted prices included in level 1 that are observable for the asset or liability either
directly or indirectly.
Level 3: Inputs for the asset or liability that are not based on observable market data.
The company’s investments in public companies are considered Level 1.
a) Financial assets and financial liabilities are recognised in the consolidated statement of financial position when
the Company becomes party to the contractual provisions of the instrument. Financial assets are de-recognised
when the contracted rights to the cash flows from the financial asset expire or when the contracted rights to
those assets are transferred. Financial liabilities are de-recognised when the obligation specified in the contract
is discharged, cancelled or expired. Financial assets and financial liabilities are initially measured at their fair
value. Transaction costs attributable to the acquisition of a financial asset or financial liability are added or
deducted from the fair value of the financial asset or financial liability. At each reporting date, financial assets
are reviewed to assess whether there is objective evidence of impairment. If any such evidence exists,
impairment loss is determined and recognised based on the classification of the financial asset.
b) Loans and receivables (including trade receivables, prepayments, deposits, loans and other receivables, cash
and bank balances) are non-derivative financial assets with fixed or determinable payments that are not quoted
on an active market. At each reporting date subsequent to initial recognition, loans and receivables are carried
at amortised cost using the effective interest method, unless when there is objective evidence that the asset is
impaired. Impairment is measured as the difference between the asset's carrying amount and the present value
of estimated future cash flows discounted at the original effective interest rate. Impairment losses are reversed
in subsequent periods when an increase in the asset's recoverable amount can be related objectively to an event
occurring after the impairment is recognised, subject to a restriction that the carrying amount of the asset at the
date the impairment is reversed does not exceed what the amortised cost would have been had the impairment
not been recognised.
c) Trade and other receivables are recognised at their fair value. Appropriate provisions for estimated irrecoverable
amounts are recognised in the statement of comprehensive income when there is objective evidence that the
assets are impaired.
d) Cash and cash equivalents comprise cash on hand and demand deposits held on call with banks. Cash and cash
equivalents are shown in note 18.
33
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
GROUP ACCOUNTING POLICIES
Receivables
Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active
market. They are included in current assets, except for maturities greater than 12 months after the Statement of
Financial Position date. These are classified as non-current assets. The Group’s receivables comprise trade and other
receivables and cash and cash equivalents in the Statement of Financial Position.
Recognition and Measurement
Financial assets are initially measured at fair value plus transactions costs. Receivables are subsequently carried at
amortised cost using the effective interest method, except for short term receivables.
Impairment of Financial Assets
The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset, or a
group of financial assets, is impaired. A financial asset, or a group of financial assets, is impaired, and impairment
losses are incurred, only if there is objective evidence of impairment as a result of one or more events that occurred
after the initial recognition of the asset (a “loss event”), and that loss event (or events) has an impact on the estimated
future cash flows of the financial asset, or group of financial assets, that can be reliably estimated.
The criteria that the Group uses to determine that there is objective evidence of an impairment loss include:
significant financial difficulty of the issuer or obligor;
a breach of contract, such as a default or delinquency in interest or principal repayments;
the disappearance of an active market for that financial asset because of financial difficulties;
observable data indicating that there is a measurable decrease in the estimated future cash flows from a
portfolio of financial assets since the initial recognition of those assets, although the decrease cannot yet be
identified with the individual financial assets in the portfolio; or
for assets classified as available-for-sale, a significant or prolonged decline in the fair value of the security
below its cost.
Assets carried at amortised cost
The amount of impairment is measured as the difference between the asset’s carrying amount and the present value of
estimated future cash flows (excluding future credit losses that have not been incurred), discounted at the financial
asset’s original effective interest rate. The asset’s carrying amount is reduced, and the loss is recognised in the
Statement of Comprehensive Income. As a practical expedient, the Group may measure impairment on the basis of an
instrument’s fair value using an observable market price.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to
an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the
reversal of the previously recognised impairment loss is recognised in the Statement of Comprehensive Income.
Financial Liabilities
Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Group becomes a
party to the contractual provisions of the instruments. Financial liabilities are initially measured at fair value, net of
transactions costs. They are subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the Group or Company’s contractual obligations expire, are cancelled or
are discharged. The Group’s financial liabilities consist of trade and other payables.
Cash and Cash Equivalents
For the purpose of the cash flow statements, cash and bank overdrafts comprise cash at bank and in hand.
34
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
GROUP ACCOUNTING POLICIES
Revenue recognition
Under IFRS 15, Revenue from Contracts with Customers, five key points to recognise revenue have been assessed:
Step 1: Identify the contract(s) with a customer;
Step 2: Identify the performance obligations in the contracts;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance obligations in the contract; and
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.
The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future
economic benefits will flow to the entity, and specific criteria have been met for each of the Group’s activities, as
described below.
The Group bases its estimates on historical results, taking into consideration the type of customer, the type of
transaction and the specifics of each arrangement. Where the Group makes sales relating to a future financial period,
these are deferred and recognised under ‘deferred revenue’ on the Statement of Financial Position.
The Group has two material streams of revenue, being the subscription (legacy) business and Streams Data revenues.
Revenue from the legacy business is recognised in accordance with IFRS15: content subscriptions are purchased by
the customer through the carrier phone contract, creating the obligation to provide content access to the customer. The
transaction price is determined and communicated to the customer during the subscription process. When the customer
has obtained access and the ability to use it, the revenue is recognised on a monthly basis.
The Streams Data business comprises several principal revenue streams.
("Software as a Service") platform
a)
Customers are charged via credit card for a digital marketing and communications content package. Payments are
processed by Stripe, a secure online payment processing platform. Customers pay online via credit or debit card and
Stripe collects all payments and generates monthly reporting sheets on the transactions, revenue and fee components.
Monthly reconciliations are provided to Streams Data which are reviewed and nominal ledger entries to record the net
revenue and sales tax are posted and contra posted to Stripe trade debtor account. Payments are made from Stripe to
the Streams Data bank account 30 days in arrears covering the previous 30 days of transaction funds collected less
Stripe fee for using the payment platform.
the Streams bespoke data insight, intelligence, and visualisation service
b)
Enterprise customers who Streams provide data insight, intelligence and visualisation services to be invoiced directly
from Streams Data and charged on a mixture of fixed monthly fees and on an hourly rate basis for technical platform
support. Enterprise customers revenue is collected on a 30 day payment term basis.
the IGS (International Gaming Systems) revenue share and strategic agreement
c)
IGS provides MOS with content for the use on its various platforms. Revenue generated from the content IGS supplies
is subject to a revenue share agreement between MOS and IGS. MOS deducts any costs incurred in the setup, delivery
and marketing of the content or services that IGS supplies. MOS invoices IGS for the gross monthly revenue, and IGS
invoices MOS for its portion of the total revenue, both on a monthly basis.
Loans and borrowings
After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the
effective interest rate method. Gains and losses are recognised in the income statement when the liabilities are
derecognised as well as through the effective interest rate method (EIR) amortisation process. Amortised cost is
calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of
the EIR. The EIR amortisation is included in finance costs in the income statement.
35
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
GROUP ACCOUNTING POLICIES
Share based payments
Employees (including Directors) of the Group receive remuneration in the form of share-based payment transactions,
whereby employees render services in exchange for shares or rights over shares (‘equity-settled transactions’). Service
providers also may receive settlement for their services in the form of share-based payments.
The Group has applied the requirements of IFRS 2 Share-Based Payments to all grants of equity instruments.
The cost of equity settled transactions with employees is measured by reference to the fair value at the grant date of
the equity instruments granted. The fair value is determined by using the Black-Scholes model. The cost of services
provided to the Company settled by share-based payments are either fair valued in same manner as those for employees
or, if available, by reference to the cash equivalent of those services.
The cost of equity-settled transactions is recognised in the consolidated income statement, together with a
corresponding increase in retained earnings, over the periods in which the performance conditions are fulfilled, ending
on the date on which the relevant employees become fully entitled to the award (‘vesting date’). At each consolidated
statement of financial position date before vesting the cumulative expense is calculated, representing the extent to
which the vesting period has expired and management’s best estimate of the achievement or otherwise of non-market
conditions and of the number of equity instruments that will ultimately vest. Market conditions are taken into account
in determining the fair value of the options granted, at grant date, and are subsequently not adjusted for. The movement
in cumulative expense since the previous consolidated statement of financial position date is recognised in the
consolidated income statement, with a corresponding entry in equity.
No expense or increase in equity is recognised for awards that do not ultimately vest. Awards where vesting is
conditional upon a market condition are treated as vesting irrespective of whether or not the market condition is
satisfied, provided that all other performance conditions are satisfied.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options
are charged to the share premium account.
Operating leases are leases in which the risks and rewards of ownership are not transferred to the lessee.
Equity balances
a) Called up share capital
Called up share capital represents the aggregate nominal value of ordinary shares in issue.
b) Share premium
The share premium account represents the incremental paid up capital above the nominal value of ordinary shares
issued.
c) Translation Reserve
The translation reserve represents the cumulative translation adjustments on translation of foreign operations.
d) Warrants reserve in accordance with International Financial reporting Standard 2 (IFRS2).
Determination of fair values
A number of the Company’s accounting policies and disclosures require the determination of fair value, for both
financial and non-financial liabilities. Fair values have been determined for measurement and/or disclosure purposes
based on the following methods. When applicable, further information about the assumptions made in determining fair
values is disclosed in the notes specific to that asset or liability.
36
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
GROUP ACCOUNTING POLICIES
Classification of fair value financial instruments
The Company classified the fair value of its financial instruments measured at fair value according to the following
hierarchy based on the amount of observable inputs used to value the instrument.
Level 1: quoted prices in active markets for identical assets and liabilities.
Level 2: inputs other than the quoted prices included in level 1 that are observable for the asset or liability either
directly or indirectly.
Level 3: Inputs for the asset or liability that are not based on observable market data.
The company’s investments in public companies are considered Level 1.
37
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. CRITICAL ACCOUNTING ESTIMATES, JUDGEMENTS AND ASSUMPTIONS
When applying the Group’s accounting policies, it is necessary that management makes a number of accounting
estimates, judgements and assumptions about the future. Estimates and judgements are evaluated on a regular basis
and are based on historical experience and other factors, such as expectations of future events that are believed to be
reasonable under the circumstances.
1.1 CRITICAL ACCOUNTING ESTIMATES, JUDGEMENTS AND ASSUMPTIONS
The critical judgements that have been made in arriving at the amounts recognised in the consolidated financial
statements are discussed below. The Directors of the Group have determined that there are no critical accounting
estimates, judgements and assumptions associated with the Group’s activities, other than as outlined below
Valuation and asset lives of separately identifiable intangible assets
1. Based on the information available, the management have made the appropriate judgements in respect of the
estimated useful economic lives of the intangible assets, which are typically judged to be 5 years from the
point at which the assets become available for use. These judgements are compared with available
comparative information of similar businesses. See Note 21: Goodwill and Intangible assets.
The assets’ residual values and useful economic lives are reviewed and valuations are adjusted, if appropriate, at each
balance sheet date.
Valuation of acquired assets at fair value
Intangible assets acquired through a business combination are initially measured at fair value at the acquisition date
and then amortised over their useful economic lives. Subsequent expenditure is capitalised only when it increases the
future economic benefits embodied in the specific asset to which it relates.
Details of the various assets acquired in the Krunch acquisition asset are provided in Note 16 Business combination.
Management made an assessment on Krunch Data Ltd before the acquisition and considered the on-going project under
development jointly with the Company staff. It was considered that the best valuation practice was to split the amount
equally between Goodwill and Intangible assets. See Note 21: Goodwill and Intangible assets.
The major separate identifiable asset acquired in the transaction was the Streams Data Platform, a software
development project in progress. The Directors judged the fair value of the software platform acquired to be the present
value of the remaining contractual income flows discounted at the Group’s cost of capital of 15%, and this resulted in
an initial value recognised of £360,000. This amount is disclosed in note 21.
The fair value of all other assets acquired and shown in note 16 was reviewed by management and was judged to be
largely in line with the book value in KrunchData Limited at the point of acquisition.
Goodwill on the Krunch transaction was then calculated to be £360k
The Directors have reviewed the value of Goodwill and intangible assets acquired through the Krunch transaction.
Based on the budgeted and forecast revenues and profitability of the Streams Data business, and the newly launched
content businesses which use the Streams Data platform, the value of goodwill and intangible assets acquired are fully
supported at year end by these forecasts.
Impairment of goodwill and other intangible assets
Management make judgements as to whether or not goodwill or other intangible assets are impaired. The calculation
of the value requires the Directors to estimate the future cash flows expected to arise from the cash-generating unit.
According to the NPV model used, the management needs to use a suitable discount rate in order to calculate present
value. The carrying amount of goodwill at 30 June 2022 was £360k, and of other intangibles was £326k. The model
used was a sensitivity analysis of a discounted cash flow, using a discount rate of 15% per year and an average revenue
growth rate of 215% per year.
See Note 21: Goodwill and Intangible Assets.
38
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Capitalisation of development costs
Included within Intangible Assets, Note 21, are costs capitalised in connection with KrunchData platform. These costs
are based on management’s view of the development team’s time spent on the projects and considering the
requirements of IAS 38 “Intangible Assets”. Development costs are amortised over the life of the project once it has
been released to the commercial environment. The carrying value is tested for impairment when there is an indication
that the value of the assets might be impaired.
The key estimates involved include the time spent by personnel on development of the projects, and the judgement of
management that the costs will be recovered in future based on the success of these developments.
KrunchData control
As outlined in notes 15 and 16, on 18 March 2022 the Group acquired the remaining 51% interest in KrunchData
Limited ("Krunch") for £765,000, comprising £265,000 cash and 166,666,666 in shares issued at 0.30p each, being the
closing price on the previous day, 17 March 2022. As announced on 23 March 2021, the rationale for the acquisition
was to enable the Company to secure the systems, software and IP required to continue operating the Streams Data
business, and to reduce future costs by terminating the previous revenue share agreement immediately. See Note 15:
related party transactions.
The Directors have also reviewed the value and the nature of the intangible assets (platform and software development
costs) acquired as a result of the transaction, and made judgements about the fair value of these assets, as outlined in
note 21.
Quanta Loan Note
As announced on 31 March 2021, the Group provided a Convertible Loan Note of £250,000 (the "Loan") to Quanta,
with up to a further £250,000 to be made available in four tranches from September 2021 to December 2021 subject
to achieving various agreed milestones, centred around its entrance to key markets, of which £163,991 was advanced.
Quanta failed to achieve the remaining milestones, and its business has subsequently deteriorated significantly. As a
result, the Directors no longer consider that the Loan will be recoverable in its entirety either through repayment or
conversion by the redemption date of 31 December 2022. A full provision against the Loan (£414k) has been made in
these accounts, however the Directors intend to take all reasonable steps to recover the Loan and other receivables
owed by Quanta (£201,000 up to 30 June 2022, which have been provided for in full) unless revised repayment terms
are agreed by 31 December 2022.
SERVICES PROVIDED BY THE GROUP'S AUDITOR
The Group (including its overseas subsidiaries) obtained the following services from the Group's auditor and network
firms:
Fees payable to the Company’s auditor and its associates for the audit of the
parent company and consolidated accounts
Non-Audit services:
Fees payable to the Company's auditor and its associates for other services:
Interim statement review
Tax compliance
Year ended
2022
£000's
75
Year ended
2021
£000's
45
-
-
75
-
-
45
39
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. OPERATING LOSS
Operating loss is stated after charging the following items:
Amortisation
Loss on foreign currency
Loss in fair value of investments held
LiveScores amortisation and subsequent impairment
Quanta loan bad debt provision
Quanta receivables bad debt provision
Other bad debt provisions
Share-based payments expense in respect of broker warrants
Year ended
2022
£000's
Year ended
2021
£000's
Notes
262
(50)
80
125
414
201
82
255
95
30
-
-
-
-
-
-
1,369
125
Prior year administrative expenses were £1.2m and current year expenses were £3.1m. There were a number of
expenses in the current year listed above that were not incurred in the prior year and are not expected to occur again.
Comparatively, the current year expenses net of the non-recurring expenses listed above amounted to £2.4m. This is a
variation of £1.2m, a change of 100%. The remaining variation is due to higher admin and IT costs across the
subsidiaries.
4. DIRECTORS’ AND OFFICERS’ REMUNERATION
The Directors are regarded as the key management personnel of Mobile Streams plc. Charges in relation to
remuneration received by key management personnel for services in all capacities during the year ended 30 June 2022
are detailed in the Directors Report.
5. DIRECTORS AND EMPLOYEES
Staff costs including Directors during the year were as follows:
Wages and salaries
Social security costs
2022
£000's
2021
£000's
503
59
592
4
562
596
Share options costs in respect of staff costs were Nil during the period (2021: Nil). No options were exercised during
the period by the Management.
The average number of employees during the year was as follows:
Management
Year ended
2022
Number
Year ended
2021
Number
6
6
6
6
40
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6. EARNINGS PER SHARE (‘EPS’)
Basic earnings per share is calculated by dividing the loss or profit attributable to equity holders of the company by
the weighted average number of ordinary shares in issue during the period. For the year ended 30 June 2022 4m (2021:
4m) options over ordinary shares have been excluded from the calculations of earnings per share; the options were
non-dilutive in both years as the company was loss-making.
Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below.
The adjusted EPS figures have been calculated to reflect the underlying performance of the business by excluding non-
cash charges for depreciation, amortisation, impairments and share compensation charges.
Basic loss per share
Diluted loss per share
Year ended
2022
Pence per share
Year ended
2021
Pence per share
(0.102)
(0.102)
(0.070)
(0.070)
Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below.
Loss for the year
For adjusted earnings per share
Loss for the year
Add back: share compensation expense
Add back: depreciation and amortisation
Adjusted loss for the year
2022
£000's
(2,764)
£000's
2021
£000's
(1,017)
£000's
(2,764)
255
262
(2,247)
(1,017)
-
95
(922)
41
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Weighted average number of shares
For basic earnings per share
Exercisable share options
For diluted earnings per share
Adjusted Loss per share
Adjusted diluted Loss per share
7. INCOME TAX
Number of
shares
Number of
shares
2,707,045,225
1,452,332,184
-
-
2,707,045,225
1,452,332,184
Pence per
share
Pence per
share
(0.092)
(0.092)
(0.063)
(0.063)
The tax (credit)/charge is based on the profit before tax for the year and represents:
Foreign tax on profits of the period
Total current tax
Deferred tax:
2022
£'000
-
2021
£'000
-
-
-
Origination & reversal of timing differences: (Deferred tax charge/(credit) (Note 17))
-
-
Total Deferred tax
Total Tax benefit
Factors affecting the tax charge for the period
Loss on ordinary activities before tax
Loss multiplied by weighted average tax rate applicable
of corporation tax in the United Kingdom of 19%
Adjustment in respect of prior years - foreign tax
Prior year tax adjustments - deferred tax
Deferred tax not recognized
Tax credit
-
-
-
-
2022
2021
£'000
£'000
(2,764)
(1,032)
(525)
(196)
-
-
525
-
-
196
-
-
Tax loss carried forward
4,728
2,585
No deferred tax asset has been recognised due to uncertainty as to when future profits will be generated against which to relieve
said assets.
42
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
8. TRADE AND OTHER RECEIVABLES
Trade receivables
Other debtors
Other receivables
2022
£000’s
96
5
61
162
2021
£000’s
59
165
101
325
The carrying value of receivables is considered a reasonable approximation of fair value.
In addition, some of the unimpaired trade receivables are overdue as at the reporting date. The age profile of trade
receivables is as follows:
Within terms
Not more than 30 days
Overdue
Not more than 3 months
More than 3 months but not more than 6 months
More than 6 months but not more than 1 year
More than 1 year
Provision for doubtful debts
Opening provision for doubtful debts
Change in provision during the year
Closing provision for doubtful debts
2022
£000’s
6
108
77
84
37
(216)
2021
£000’s
28
31
1
-
28
(29)
96
59
2022
£000’s
29
187
2021
£000’s
29
-
216
29
Trade and other receivables that are not impaired are considered to be collectible within the Group’s payment terms,
negotiated with each customer.
The receivables include a balance of £201k with Quanta Group; not collected as at 30 June 2022, which is fully
provided for up to 30 June 2022.
9. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include the following components:
Argentina´s cash at bank and in hand
Other companies
Cash at bank and in hand
2022
£000’s
11
1,664
2021
£000’s
52
1,288
1,675
1,340
The balances are: £1.65m in British pounds, £2k in Indian Rupees, £11k in Argentine pesos and £10k in Mexican
pesos.
The majority of cash (£1.62m) is held with NatWest Group plc, the long term credit rating of which is P-2
(Moody’s) and A-2 (S&P).
43
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
10. TRADE AND OTHER PAYABLES
Trade payables
Other payables
Accruals and deferred income
2022
2021
£000’s
£000’s
112
277
53
442
130
133
90
353
All amounts are current. The carrying values are considered to be a reasonable approximation of fair value.
11. SHARE CAPITAL
Ordinary Share capital
Share premium
translation reserve
Retained earnings
2022
£000's
2021
£000's
659
19,333
(3,050)
(14,739)
567
16,765
(3,050)
(11,467)
2,203
2,815
The total number of Ordinary Shares in issue as at 30 June 2022 was 3,285,590,326 with a par value of 0.01 pence per
share (30 June 2021: 2,354,549,845 with a par value of 0.01 pence per share). All issued shares are fully paid. In
addition, there are 140,753,533 Deferred Shares of 0.19 pence nominal value each in issue. The Deferred Shares, as
their name suggests, have very limited rights which are deferred to the Ordinary Shares and effectively carry no value
as a result. Accordingly, the holders of the Deferred Shares are not entitled to receive notice of, attend or vote at general
meetings of the Company, nor are they entitled to receive any dividends or any payment on a return of capital until at
least £10,000,000 has been paid on each Ordinary Share. The Deferred Shares will not be admitted to trading on AIM
or any other market.
The Group’s main source of capital is the parent company’s equity shares. The Group’s policy is to retain sufficient
authorised share capital so as to be able to issue further shares to fund acquisitions, settle share-based transactions and
raise new funds. Share based payments relate to employee share options schemes. The schemes have restrictions on
headroom so as not to dilute the value of issued shares of the Company. The Group has not raised debt financing in
the past and does not expect to do so in the future.
Allotted, called up and fully paid
In issue at 1 July
Issued during year
In issue at 30 June
Year ended
2022
Year ended
2021
2,354,549,845 1,148,574,804
1,205,975,041
2,354,549,845
931,040,481
3,285,590,326
The balance in the share premium account represents the proceeds received above the nominal value on the issue of
the Company's equity share capital.
As a result of warrant exercises by shareholders, the Group issued 4,100,000 shares at a value of 0.5 pence per share
and 4,000,000 shares in October 2020 and a further 8,500,000 and 11,061,946 shares at 0.2 pence and 0.13 pence per
share respectively.
44
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As a result of warrant exercises by shareholders, the Group issued 49,625,000 shares at a value of 0.2 pence per share
and 19,666,667 shares at a value of 0.5pence per share in September 2021.
In October 2021 the Group issued 38,350,000 shares at a value of 0.2 pence per share and 17,000,000 shares at a value
of 0.5 pence per share.
In November 2021 the Group issued 15,000,000 shares at 0.5 pence per share and 36,666,666 at a value of 0.2 pence
per share.
In December 2021 the Group issued 4,584,592 shares at 0.45 pence per share.
In February 2022 the Group issued 21,875,000 shares at 0.2 pence per share and 29,539,323 at a value of 0.423 pence
per share.
In March 2022 the Group issued 15,400,000 shares at 0.2 pence per share and 683,333,333 at a value of 0.3 pence per
share.
12. SHARE-BASED PAYMENTS
The Group operates three share option incentive plans – an Enterprise Management Incentive Scheme, a Global
Share Option Plan and an ISO Sub Plan - in order to attract and retain key staff. The remuneration committee can
grant options over shares in the Company to employees of the Group. Options are granted with a fixed exercise
price equal to the market price of the shares under option at the date of grant and are equity settled, the contractual
life of an option is 10 years. Exercise of an option is subject to continued employment. Options are valued at the
date of grant using the Black-Scholes option pricing model. Directors did not exercise any options during the
period. The following table illustrates the number and weighted average exercise price of share options:
Range of exercise
prices
Weighted
average
exercise price
(pence)
2022
Number of
Shares (000's)
Weighted average
remaining life
(years):
Weighted average
exercise price
(pence)
2021
Number of
Shares (000's)
Weighted average
remaining life
(years):
Contractual
0 – 0.5 pence
0.282
1,014
0.5 – 1.0 pence
0.640
3,487
Contractual
2.3
1.1
0.282
1,014
3.3
0.640
3,487
2.1
No share options were exercised during the year ended 30 June 2022 (2021: Nil).
The total charge for the year relating to employee share-based payment plans was £Nil (2021: £Nil).
On 21 March 2022 the group issued warrants to its brokers as part of the remuneration for their services. These
warrants have a subscription price of 0.6pence per share and are exercisable up to 21st September 2023. The table
below illustrates the number and weighted average exercise price of warrant options:
Range of exercise
prices
Weighted
average
exercise price
(pence)
2022
Number of
Shares (000's)
0.5 – 1.0 pence
0.6
516,667
Weighted average
remaining life
(years):
Contractual
1.24
2021
Weighted average
exercise price (£)
Number of
Shares (000's)
-
-
Weighted average
remaining life
(years):
Contractual
-
The share-based payment charge in respect of broker warrants for the year was £255,000 (2021: £13,000) and is
included in administrative expenditure in the Statement of Comprehensive Income.
45
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At the grant date the fair value of broker warrants was determined using the Black Scholes option pricing model.
Volatility was calculated based upon annualised historic share price movements of the company and the risk-free
interest rate has been based upon UK government gilts of equivalent term.
13. SEGMENTAL REPORTING
As at 30 June 2022, the Group was organised into 4 geographical segments: Europe, North America, Latin American,
and Asia Pacific. The operating segments are organised, managed and reported to the Board of Directors. Revenues
are from external customers only and generated from two principal business activities: the sale of mobile content
through Multi-National Organisation’s (Mobile Operator Services), and the provision of data insight and intelligence
platforms and services (Other Service Fees).
All operations are continuing, and all inter-segment transactions are priced and carried out at arm’s length.
The segmental results for the year ended 30 June 2022 were as follows:
£000's
Mobile Operator Services
Mobile Internet Services
Other Service fees
Total Revenue
Europe
-
-
1,275
Asia
Pacific
North
America
6 -
-
- -
Latin
America
Consol
entries
217 -
- -
(476)
-
Group
223
-
799
1,275
6 -
217
(476)
1,022
Cost of sales
(417)
- -
(155) -
(572)
Gross profit
Selling, marketing and administration expenses
858
(1,734)
6 -
(12) -
62
(476)
(72) -
450
(1,818)
Trading EBITDA*
(876)
(6) -
(10)
(476)
(1,368)
Depreciation, amortisation and impairment
Share based compensation
Profit (loss) for derecognition of subsidiaries
Finance income
Finance expense
(997)
(255)
-
-
-
- -
- -
- -
- -
- -
-
(148)
- -
-
4
- -
Loss before tax
Minority Interest
Taxation
Loss after tax
(1,145)
(255)
-
4
-
(2,764)
-
-
(2,128)
-
-
(6) -
(6)
(624)
- -
- -
(2,128)
(6) -
(6)
(624)
(2,764)
46
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The segmental results for the year ended 30 June 2021 were as follows:
Europe
Asia
Pacific
North
America
£000's
Mobile Operator Services
Other Service fees
Total Revenue
Cost of sales
Gross profit
Selling, marketing and administration
expenses
-
236
236
-
236
(1,003)
Trading EBITDA*
(767)
Depreciation, amortisation and impairment
(77)
Share based compensation
-
Profit (loss) for derecognition of subsidiaries
-
Finance income
Finance expense
Loss before tax
Taxation
Loss after tax
-
-
(844)
-
(844)
Segmental assets
3,238
Segmental liabilities
262
Latin
America
246
Consol
entries
-
Group
258
-
(99)
137
246
(99)
395
(166)
-
(173)
80
(99)
222
(127)
-
(1,163)
(47)
(99)
(941)
-
(18)
(95)
-
-
-
-
4
-
4
-
-
-
(43)
(117) (1,032)
-
-
-
(43)
(117) (1,032)
105
(132)
3,219
106
-
403
12
-
12
(7)
5
(34)
(29)
-
-
-
-
-
(29)
-
(29)
8
31
-
-
-
-
-
1
1
-
-
-
-
-
1
-
1
-
4
* Earnings before interest, tax, depreciation, amortisation, impairments of assets and share compensation
14. CAPITAL COMMITMENTS
The Group had no capital commitments as at 30 June 2022 (30 June 2021: £250,000).
15. RELATED PARTY TRANSACTIONS
Key Management
Key management personnel consist of the Directors and senior management and their remuneration is disclosed in the
Remuneration Committee Report. The share holdings of key management are shown within the Director’s Report.
Related Parties
During FY 2022 the Company made payments of £476,000 to KrunchData Limited (“Krunch”), a company in which
Mark Epstein (Board member) had a beneficial interest until Mobile Streams plc acquired all of the outstanding equity
of Krunch on 23 March 2022. These payments were made in accordance with the joint venture agreement dated 22
November 2019 (the “JV Agreement”), as described in the Circular dated 6 November 2019. In November 2020 it was
47
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
agreed to extend the initial revenue split arrangements in the JV Agreement (whereby the Company retains 100% of
revenues) until the end of 2021. In March 2021, under the JV extension agreement, MOS will also continue to pay
Krunch client set up costs and the costs of data clean-up and agreed software development and conditions will continue
unchanged.
Igniteamt Limited is a company where Mark Epstein is a (Board member) has a beneficial interest and Sri Ramakrishna
Uthayanan is the finance director without beneficial interest. Prior to 30 June 2022 KrunchData had a debtor balance
of £94,440 and a creditor balance of £93,525. Both balances were written off as bad debt at the year-end 30 June 2022.
The group paid for the remaining 51% of KrunchData in March 2022. The payment comprised of £265k in Cash and
£500k in Shares.
Rama Uthayanan received £48,800 for fees from KrunchData, which is disclosed in the Remuneration Committee
report.
16. BUSINESS COMBINATION
Acquisition of Krunch Data Limited
The Group applies the acquisition method to account for business combinations. The consideration transferred for the
acquisition of the subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of
the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any
asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are measured initially at their fair values at acquisition date.
If a business combination is achieved in stages, the acquisition date carrying value of the acquiree’s previously held
interest in the acquire is re-measured to fair value at the acquisition date; any gain or loss arising from such a re-
measurement are recognised in profit or loss. Goodwill is initially measured as the excess of the aggregate of the
consideration transferred and the fair value of non-controlling interest over the identifiable net assets acquired and
liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the
difference is recognised in profit or loss in the Income Statement. Any interest of non-controlling interests in the
acquiree is initially measured at the minority’s proportion of the net fair value of the assets, liabilities and contingent
liabilities recognised. There are no non- controlling shareholders of subsidiaries.
On 29 March 2021 the Group acquired a 49% interest in KrunchData Limited ("Krunch") for £735,000, comprising
£500,000 of cash and £235,000 of shares. The business was consolidated into the Group Financial Statements as a
subsidiary from this date onwards as the Directors judged that the Group exercised control over Krunch since the
shareholders and Directors of Krunch were also shareholders and Directors of the Group and furthermore the Group
had the right to acquire the remaining 51% of equity on fixed terms.
On 23 March 2022 the Group acquired the remaining 51% interest in KrunchData Limited ("Krunch") for £765,000,
comprising £265,000 of cash and £500,000 of shares.
Details of the total purchase consideration, the net assets acquired, and goodwill are shown below. The table
summarises the recognised amounts of assets and liabilities assumed at 23 March 2022 of KrunchData Limited with
the comparative figures showing the position at the date of acquisition of 21 March 2021. The fair values of these
assets and liabilities was reviewed by management and was judged to be in line with the book value in KrunchData
Limited at the point of acquisition.
48
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Intangible assets
Platform development and software
Cash and Cash equivalents
Other assets
Total assets
Liabilities
Other creditors
Bank Loan
Corporate tax payable
Total Liabilities
Total Net Assets
Add: Software intangible asset
Add: Goodwill
Net identifiable assets acquired
Less: Non-Controlling Interest
Group share of identified assets
Cumulative Consideration Transferred
Consideration for outstanding 51% of equity:
- Cash
-
116,666,667 shares of 0.3pence
Consideration for original 49% of equity
- Cash
-
90,384,615 shares of 0.26pence
Total Cumulative Consideration
Representing:
Fair Value of assets acquired by Group
Charged to retained earnings in 2022
Charged to Group Statement of Comprehensive Income
Total
2022
£000’s
28
27
1
56
62
47
-
109
(53)
360
360
667
-
667
2022
£000’s
265
500
500
235
1,500
667
764
69
1,500
2021
£000’s
42
11
110
163
72
50
10
132
31
360
360
751
(16)
735
2021
£000s
-
-
500
235
735
735
-
-
735
49
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17. RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group is exposed to currency and liquidity risk, which result from both its operating and investing activities. The
Group's risk management is coordinated in close co-operation with the Board and focuses on actively securing the
Group's short to medium term cash flows by minimising the exposure to financial markets. The most significant
financial risks to which the Group is exposed are described below. Also refer to the accounting policies.
Foreign currency risk
The Group is exposed to transaction foreign exchange risk. The currencies where the Group is most exposed to
volatility are Argentine Peso, Mexican Peso and Indian Rupee.
Currently no hedging instruments are used. The Company will continue to review its currency risk position as the
overall business profile changes.
Foreign currency denominated financial assets and liabilities, which are all short-term in nature and translated into
local currency at the closing rate, are as follows.
Nominal amounts
Financial assets
Financial liabilities
Short-term exposure
2022
000’s
2021
000’s
USD
£
ARS
£
Other
£
USD
£
ARS
£
Other
£
-
(5)
(5)
17
82
(50) (85)
32 (68)
-
(4)
(4)
103
(61)
42
9
(77)
(68)
Percentage movements for the period in the exchange rates for the British Pound to US Dollar and Argentine Peso are
below. These percentages have been determined based on the average exchange rates during the period.
US Dollar
Argentine Peso
Liquidity risk
2022
13.9%
-12.8%
2021
-12%
-35%
The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs.
Management prepares cash flow forecasts which are reviewed at Board meetings to ensure liquidity. The Group has
no borrowing arrangements.
As at 30 June 2022, the Group’s financial liabilities were all current and have contractual maturities as follows:
30 June 2022
Trade and other payables
Within 6 months
£000’s
112
6 to 12 months
£000’s
-
The maturity of the Group’s financial liabilities, which were all current at the previous year end, was as follows:
30 June 2021
Trade and other payables
Within 6 months
£000’s
130
6 to 12 months
£000’s
-
50
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Capital Management Disclosures
Management assesses the Group’s capital requirements in order to maintain an efficient overall financing structure
while avoiding excessive leverage. The Group manages the capital structure and makes adjustments to it in the light
of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust
the capital structure, the Group could issue new shares.
18. FINANCIAL INSTRUMENTS
A number of the Company's accounting policies and disclosures require the determination of fair value, for both
financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure
purposes based on the following methods. When applicable, further information about the assumptions made in
determining fair values is disclosed in the notes specific to that asset or liability.
Classification of fair value of financial instruments
The Company classified the fair value of its financial instruments measured at fair value according to the following
hierarchy based on the amount of observable inputs used to value the instrument:
Level 1: quoted prices in active markets for identical assets and liabilities;
Level 2: inputs, other than the quoted prices included in Level 1, that are observable for the asset or liability, either
directly or indirectly;
Level 3: inputs for the asset or liability that are not based on observable market data
The company’s investments in public companies (note 22) are considered Level 1 in the hierarchy.
The Company’s financial instruments comprise primarily cash and various items such as trade debtors and trade
payables which arise directly from operations. The main purpose of these financial instruments is to provide working
capital for the Company’s operations. The Company does not utilise complex financial instruments or hedging
mechanisms.
Financial assets and financial liabilities (except the investment in public companies, see note 22) are initially measured
at amortised cost. Transaction costs attributable to the acquisition of a financial asset or financial liability are added or
deducted from the value of the financial asset or financial liability.
The tables below set out the Group’s accounting classification of each class of its financial assets and liabilities.
Financial Assets
Accrued Receivables
Trade receivables
Cash and Cash equivalents
Quanta loan note
Financial Liabilities
Trade Creditors
Accrued content costs
Other Accrued liabilities
2022
£000’s
5
96
1,675
-
1,776
(112)
(48)
(5)
(165)
2021
£000’s
6
59
1,715
250
2,030
(130)
(54)
(169)
(353)
51
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
All receivables are expected to be received in full, and all payables are expected to be paid in full. Cash and cash
equivalents comprise cash on hand and demand deposits held on call with banks. Therefore, in the view of management,
all of the above financial assets’ carrying values are stated at their amortised cost, as at 30 June 2022 and 2021.
19. ULTIMATE CONTROLLING PARTY
The Directors do not consider there to be an ultimate controlling party due to the composition of the share register.
20. EVENTS AFTER THE REPORTING DATE
Following the year-end, a further £1.4m (before expenses) was raised by issue of new Ordinary Shares.
The Directors continue to review the impact of the Covid-19 pandemic, including the current rapid spread of the
Omicron variant, on the business, and at the time of writing revenues have not been affected. All our staff work from
home, and the online nature of the existing business, both in terms of content delivery and revenue collection, means
that we have not experienced and do not envisage any disruption to the business unless a prolonged economic downturn
results in a rise in cancellations. Marketing of the Streams Data platform is also largely remote, although in the short
term demand could be affected as clients themselves respond to the ongoing situation.
21. GOODWILL AND INTANGIBLE ASSETS
The goodwill reflects the retention of the economic value accruing to the Company from its acquisition of KrunchData
Limited.
Intangibles
acquired
Intangibles added
internally
Subtotal
Goodwill
Total
Platform
development and
software
Streams
£000’s
£000’s
£000’s
£000's
£000's
360
308
668
360
1,028
-
-
-
-
-
Cost
At 1 July 2021
Additions
Livescores intangibles
125
-
125
-
125
At 30 June 2022
485
308
793
360
1,153
Accumulated amortisation and impairment
Cost
At 1 July 2021
-
(99)
(99)
-
(99)
Livescores impairment
(106)
(106)
(106)
Amortisation
At 30 June 2022
(168)
(94)
(262)
-
(262)
(274)
(193)
(467)
-
(467)
Net book value at 30 June 2022
211
115
326
360
686
52
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Tangibles and goodwill up to 30 June 2021:
Intangibles
acquired
Intangibles added
internally
Subtotal
Goodwill
Total
Platform
development and
software
£000’s
Streams
£000’s
£000’s
£000's
£000's
-
-
-
-
-
360
308
308
668
360
47
668
360
1,028
-
-
-
-
-
-18
-81
-99
-18
-81
-99
-
-
-18
-81
-99
Cost
At 1 July 2020
Additions
At 30 June 2021
360
Accumulated amortisation and impairment
Cost
At 1 July 2020
Acquired on acquisition of subsidiary
Amortisation
At 30 June 2021
-
Net book value at 30 June 2021
360
209
569
360
929
Goodwill and the intangible assets held by the Group arose on the acquisition of KrunchData Limited, which is
described in note 21.
The Company's internally developed software relates to the Streams Data platform. The Group tests goodwill annually
for impairment, or more frequently if there are indications that goodwill might be impaired. The recoverable amount
is determined from value in use calculations. The key assumptions, which are the long-term growth rates, the discount
rates and the cash flow forecasts were derived from the most recent financial budgets approved by management
covering a three-year period.
A sensitivity analysis was performed using a range of lower growth and higher discount rate assumptions. The central
case rates applied were:
• Long term (three year) average growth rate 215% per year
• Discount rate / cost of capital 10%
The discount rates used are based on comparative businesses weighted average cost of capital. No issues were identified
that required an impairment.
53
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
22. OTHER ASSETS
Shares in UK public companies
Shares of UK public companies acquired
Year-end fair value adjustment
Fair Value of Shares
30 June 2022
£000’s
250
(80)
170
30 June 2021
£000’s
-
-
The Group purchased 20m shares of Gfinity plc on 14 March 2022 at 1.25 pence per share. The value at June 30 2022
was £170,000. A loss of £80,000 was written off to Profit and Loss.
Convertible Loan Note issued to Quanta (“QCLN”)
QCLN b/f
QCLN issued in year
QCLN impaired in year
QCLN at year-end
30 June 2022
£000’s
250
164
(414)
-
30 June 2021
£000’s
-
250
-
250
During 2021 and 2022 the Group issued convertible loan notes to Quanta in the cumulative amount of £414,000.
During 2022 the Directors elected to provide in full against the recoverability of these loan notes. This £414,000
impairment was expensed within the statement of Comprehensive Income,
The Group classified the fair value of its financial instruments measured at fair value according to the following
hierarchy based on the amount of observable inputs used to value the instrument:
Level 1: quoted prices in active markets for identical assets and liabilities;
Level 2: inputs, other than the quoted prices included in Level 1, that are observable for the asset or liability, either
directly or indirectly;
Level 3: inputs for the asset or liability that are not based on observable market data
The company’s investments in public companies (note 22) are considered Level 1 in the hierarchy
23. LOANS AND BORROWINGS
The Directors believe the book value of loans and borrowings approximates fair values. Book values are:
Current
Bounce Back Loan
Non-Current
2022
£
40,351
2021
£
50,000
6,571
-
Total Loans and borrowings
46,922
50,000
Prior to its acquisition by the Group, KrunchData Limited obtained a Bounce Back Loan from Metro Bank PLC. The
purpose of the Loan is to finance working capital and investment in the business and to support trading or commercial
activity in the United Kingdom. The duration of this fixed sum loan agreement is 72 months from the loan drawdown
date. The interest rate which applies to the loan agreement is 2.5% (fixed) per annum. No repayments of capital or
interest are required during the first 12 months after the date draw down, as the loan is under the terms of the Bounce
Back Loan scheme offered by the UK Government, which covers the interest payments on behalf of the Company for
that period.
54
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
24. EXCHANGE DIFFERENCES ON TRANSLATING FOREIGN OPERATIONS
During FY 2020, 5 subsidiaries were closed (Singapore, Australia, Chile, Appitalism (USA) and The Nickels Group
(USA)). These entities had Foreign Exchange equity reserves recorded due to Intercompany transactions, according to
IAS 21. The effect of the derecognition was disclosed in the FY 2020 Financial statements comprehensive income.
During FY 2021 and 2022 the FX reserve transactions are Nil, as no subsidiaries were closed during these year, all the
remaining subsidiaries remain operational.
55
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MOBILE STREAMS PLC
Opinion
We have audited the financial statements of Mobile Streams Plc (the ‘parent company’) for the year ended 30
June 2022 which comprise the parent company Statement of Financial Position, the parent company Statement
of Changes in Equity and notes to the financial statements, including a summary of significant accounting
policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-
adopted international accounting standards, including Financial Reporting Standard 101 Reduced Disclosure
Framework (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the parent company financial statements:
give a true and fair view of the state of the parent company’s affairs as at 30 June 2022 and of its loss
for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit
of the financial statements section of our report. We are independent of the parent company in accordance with
the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s
Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance
with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director’s use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the parent company’s ability to continue to adopt the going concern basis of accounting included
reviewing and challenging the forecast model prepared by management and ensuring its mathematical accuracy.
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 parent 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.
Our application of materiality
The parent company materiality for the financial statements as a whole was set at £63,133 (2021: £30,130) based
on 7% of loss before tax. Loss before tax was used as the basis for materiality as this is considered to be a key
performance metric for investors given the position the parent company is in its life cycle. Performance
materiality was calculated at 70% of materiality for the financial statements as a whole equating to £44,193
(2020: £21,090) due to the nature of the transactions undertaken in the year.
We have agreed with those charged with governance that we would report any individual audit difference in
excess of £3,157 as well as differences below this threshold that, in our view, warranted reporting on qualitative
grounds.
56
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MOBILE STREAMS PLC
Our approach to the audit
In designing our audit, we determined materiality and assessed the risk of material misstatement in the parent
company financial statements. In particular, we looked at areas involving significant accounting estimates and
judgements by the directors including the valuation of share options. We also addressed the risk of management
override of internal controls, including evaluating whether there was evidence of bias by the directors that
represented a risk of material misstatements due to fraud.
The parent company’s key accounting function is based in London and our audit was performed remotely from
our London office with regular contact with relevant personnel throughout.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter
How our scope addressed this matter
Acquisition Accounting (Referring to Krunch
Data Limited - 51% interest) (Note 3)
In March 2021 the parent company acquired a 49%
interest (deemed to be controlling) in Krunch Data
Limited for £735k payable in cash and shares, with
an option to acquire the remaining 51% at any time
in the following two years for £765k, again in cash
and shares.
During the period under review, the parent company
exercised their right to acquire the remaining 51%.
Given the nature of the transaction being one under
common control there is the risk that the transaction
has been accounted for incorrectly.
This is considered to be a key audit matter given
the quantum of the amount and the nature of the
transaction which has not been undertaken
previously by management.
Accuracy of the accounting treatment of the
Scores Entertainment Limited (“Livescores”)
acquisition (Note 1)
During the period, the Group acquired Livescores
for a consideration of £125k. The transaction was
achieved through the Group acquiring a newly
incorporated company that held the assets the Group
wished to purchase.
Given the nature of the transaction there is the risk
that the acquisition falls outside the scope of IFRS 3
We performed the following procedures:
Obtained the acquisition agreements;
Obtained and challenged managements
accounting papers in respect of treating the
transaction as one under common control;
Reviewed the accounting treatment to ensure
accuracy; and
Ensured that the disclosures surrounding the
transaction were appropriate.
We performed the following procedures:
Obtained the acquisition agreements;
Obtained and challenged managements
assessment as to whether Livescores met the
definition of a business at the date of
acquisition;
57
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MOBILE STREAMS PLC
Business Combinations and that the Parent company
have accounted for the transaction inaccurately.
We have assessed this as a key audit matter given
the size of the transaction and the judgement and
estimation required by management to assess
whether or not the transaction falls inside or
outside of the scope of IFRS 3.
Recoverability of Convertible Loan Note issued
to Quanta Media Group (Note 2)
During the year ended 30 June 2021, a loan note was
issued to Quanta Media Group (an initial £250k loan
to fund Quanta through their pre-IPO phase, with a
second tranche of up to £250k payable during the
year ended 30 June 2022). In respect of this the
Company advanced Quanta Media Group a further
£164k. The balance at 30th June 2022 was £414k.
There is a risk that the balance is not fully
recoverable. This is considered to be a KAM given
the material nature of the balance and the level of
management judgement and estimation required
in assessing the loan recoverability.
Reviewed
subsequent
management’s
accounting treatment as an asset acquisition
to ensure accuracy; and
Reviewed the disclosures made within the
financial statements.
We performed the following procedures:
Reviewed the loan note agreement to ensure
appropriate accounting treatment;
Obtained and challenged management’s
assessment of recoverability;
Challenged the underlying information and
assumptions used by management in their
assessment; and
Ensured
the
linked disclosures were
appropriate.
Other information
The other information comprises the information included in the annual report, other than the financial statements
and our auditor’s report thereon. The directors are responsible for the other information contained within the
annual report. Our opinion on the parent company financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion
thereon. Our 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 course of
the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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
parent company financial statements are prepared is consistent with the parent company 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
58
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MOBILE STREAMS PLC
In the light of the knowledge and understanding of the parent company and its environment obtained in the course
of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
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, or returns adequate for our audit have not been received
from branches not visited by us; 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, the directors are responsible for the
preparation of the parent company 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 parent company financial statements, the directors are responsible for assessing the parent
company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the parent company or
to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is
detailed below:
We obtained an understanding of the parent company and the sector in which it operates to identify laws
and regulations that could reasonably be expected to have a direct effect on the financial statements. We
obtained our understanding in this regard through discussions with management and application of
cumulative audit knowledge and experience of the sector.
We determined the principal laws and regulations relevant to the parent company in this regard to be
those arising from AIM rules, Companies Act 2006 and employment and tax laws in the territories in
which the Group operates.
We designed our audit procedures to ensure the audit team considered whether there were any indications
of non-compliance by the parent company with those laws and regulations. These procedures included,
but were not limited to:
o enquiries of management;
o
o Review of legal accounts.
reviews of board minutes; and
We also identified the risks of material misstatement of the financial statements due to fraud. We
considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management
override of controls, that the potential for management bias was identified in relation to:
59
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF MOBILE STREAMS PLC
o Revenue recognition;
o
the impairment of goodwill and intangible assets and we addressed this by challenging the
assumptions and judgements made by management when auditing these significant accounting
estimates; and
the accounting treatment of Krunch Data Limited which was addressed by challenging the
assumptions and judgements made by management when auditing that significant accounting
estimate.
o
As in all of our audits, we addressed the risk of fraud arising from management override of controls by
performing audit procedures which included, but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk
increases the more that compliance with a law or regulation is removed from the events and transactions reflected
in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is
also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional
concealment, forgery, collusion, omission or misrepresentation.
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
Other matter
We have reported separately on the Group financial statements of Mobile Streams Plc for the year ended
30 June 2022. That report includes details of the Group Key Audit Matters; how we applied the concept
of materiality in planning and performing our audit; and an overview of the scope of our audit.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members
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
members as a body, for our audit work, for this report, or for the opinions we have formed.
Joseph Archer (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
29 December 2022
15 Westferry Circus
Canary Wharf
London E14 4HD
60
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
COMPANY STATEMENT OF FINANCIAL POSITION
Fixed assets
Intangible assets
Other assets
Investments in subsidiaries
Total fixed assets
Current assets
Debtors
Cash and cash equivalents
Total current assets
Creditors
30 June 2022
£000’s
30 June 2021
£000’s
1
2
3
-
170
1,500
-
250
735
1,670
985
4
964
1,616
501
1,658
2,580
2,159
Creditors: amounts falling due within one year
5
(290)
(117)
Current Liabilities
Net assets
Capital and reserves
Called up share capital
Share premium
Profit and loss account
Shareholders deficit / Shareholders funds
(290)
(117)
3,960
3,027
6
7
659
19,333
(16,032)
567
16,765
(14,305)
3,960
3,027
The parent Company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own
Statement of Comprehensive Income account in these financial statements. The parent Company’s recognised loss for
the year ended 30 June 2022 was £1.98m.
The company registration number is 03696108
The notes on pages 64 to 69 form part of these financial statements.
The financial statements were approved by the Board of Directors on 29 December 2022.
Bob Moore
Chairman
61
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2022
Share
capital
account
£000
382
185
-
Share
premium
account
£000
14,126
2,639
-
Profit
and loss
Account
£000
(13,558)
(59)
(688)
Total
£000
950
2,765
(688)
567
16,765
(14,305)
3,027
92
2,568
-
659
19,333
(1,985)
255
(16,032)
2,661
(1,985)
255
3,960
At 1 July1 2020
New equity issue
Loss for the year
At 30 June 2021
At 1 July1 2021
New equity issue
Loss for the year
Warrant Reserve
At 30 June 2022
62
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO COMPANY FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Statement of compliance
These financial statements have been prepared in accordance with applicable accounting standards and in accordance
with Financial Reporting Standard 101 – “Reduced Disclosure Framework” (FRS 101) The principal accounting
policies adopted in the preparation of these financial statements are set out below. These policies have all been applied
consistently throughout the year unless otherwise stated.
The financial statements have been prepared on a historical cost basis. The financial statements are presented in Sterling
(£) and have been presented in round thousands (£’000).
In preparing these financial statements the Company has taken advantage of all disclosure exemptions conferred by
FRS 101. Therefore, these financial statements do not include:
1. A statement of cash flows and related notes
2. The requirements of IAS 24 related party disclosures to disclose related party transactions entered in to between
two or more members of the group as they are wholly owned within the group.
3. The effect of future accounting standards not adopted.
4. Certain share based payment disclosures.
5. Disclosures in relation to impairment of assets.
6. Disclosures in respect of financial instruments (other than disclosures required as a result of recording financial
instruments at fair value).
Additionally, the consolidated Group prepares accounts under IFRS which should be read in conjunction with these
statements specifically in respect of the judgements and estimates used in considering the impairment of investments
which is considered alongside that of impairment of intangible assets.
Basis of preparation
The financial statements have been prepared on the historical cost basis with investments being valued under fair value
through profit or loss. The principal accounting policies are set out below. The Company has applied the exemption
under section 408 of the Companies Act 2006 and has not included the individual profit and loss account statement in
the financial statements.
Going concern
The financial statements have been prepared on a going concern basis, which assumes that the Group and the Company
will continue in operational existence for the foreseeable future, being 12 months from the date of sign-off of these
accounts. For more details please refer to the Going Concern section of Note 1 of the Group Financial Statements on
page 31.
INVESTMENTS IN SUBSIDIARIES
Investments in subsidiaries are stated in the Company’s consolidated statement of financial position at cost less
provisions for impairment. The recoverability of investments is considered to be a key judgement and estimate and
these are considered alongside those considered at a Group level in respect of the recoverability of Intangible assets
(See 1.1).
COMPANY PROFIT AND LOSS ACCOUNT
The parent Company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own
profit and loss account in these financial statements. The parent Company’s recognised loss for the year ended 30 June
2022 was £1,985k (2021: £688k).
63
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO COMPANY FINANCIAL STATEMENTS (CONTINUED)
1. INTANGIBLES
Investment in Livescores
Cost
Additions
Amortisation in year
Impairment in year
Net Book Value at 30th June
30 June 2022
£000’s
-
125
(21)
(106)
-
30 June 2021
£000’s
-
-
-
-
The addition comprised the investment in Livescores. This was subsequently amortised and impaired to £nil book
value during the year.
2. OTHER ASSETS
Shares in UK public companies
Shares of UK public companies acquired
Year-end fair value adjustment
Fair Value of Shares
30 June 2022
£000’s
250
(80)
170
30 June 2021
£000’s
-
-
The Company purchased 20m shares of Gfinity plc on 14 March 2022 at 1.25 pence per share. The value at June 30
2022 was £170,000. A loss of £80,000 was written off to Profit and Loss.
Convertible Loan Note issued to Quanta (“QCLN”)
QCLN b/f
QCLN issued in year
QCLN impaired in year
QCLN at year-end
30 June 2022
£000’s
250
164
(414)
-
30 June 2021
£000’s
-
250
-
250
During 2021 and 2022 the company issued convertible loan notes to Quanta in the cumulative amount of £414,000.
During 2022 the Directors elected to provide in full against the recoverability of these loan notes. This £414,000
impairment was expensed within the statement of Comprehensive Income,
3 INVESTMENT IN SUBSIDIARY COMPANIES
On 29 March 2021 the Group acquired a 49% interest in KrunchData Limited ("Krunch") for £735,000, comprising
£500,000 of cash and £235,000 of shares
On 23 March 2022 the Group acquired the remaining 51% interest in KrunchData Limited ("Krunch") for £765,000,
comprising £265,000 of cash and £500,000 of shares.
Details of the total purchase consideration are as follows:
Shares
Fair value of
consideration
Total consideration
Cash (March 2021)
Consideration shares
(March 2021)
Cash (March 2022)
Consideration shares
(March 2022)
No.
90,384,615
116,666,667
£
500,000
235,000
265,000
500,000
1,500,000
64
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO COMPANY FINANCIAL STATEMENTS (CONTINUED)
Investments in subsidiaries are reviewed for impairment when events indicate the carrying amount may not be
recoverable and are accounted for in the Company’s financial statements at cost less accumulated impairment losses.
Investments in Subsidiary undertakings comprise:
Proportion held
Subsidiary
Mobile Streams Inc.
Directly by Mobile
Streams plc
100%
By other Group
companies
Total held by
Group
100%
Country of
incorporation
USA
Status
Dormant
Mobile Streams de Argentina SRL
Mobile Streams Columbia Limitada.
Mobile Streams of Mexico de CV
Mobile Streams India Private Limited
Streams Data Limited
KrunchData Limited
50%
50%
50%
99.99%
100%
100%
-
50%
50%
50%
-
-
-
100%
100%
100%
99.99%
100%
100%
Argentina
Active
Colombia
Dormant
Mexico
India
UK
UK
Active
Active
Active
Active
All the subsidiaries’ issued shares were ordinary shares and their principal activities were the distribution of licensed
mobile phone content and the provision of data insight and intelligence platforms and services.
The registered offices addresses are:
Mobile Streams plc
125 Wood Street
London
EC2V 7AW
Mobile Streams, Inc.
PO Box 471191
Celebration
FL 34747-4679
KrunchData Limited
2 Blue Cedars
Warren Road, Banstead
Surrey SM7 1NT
Mobile Streams Argentina SRL
Viamonte 1815 3rd Floor appt G
Ciudad Autonoma de Buenos Aires
Republica Argentina
Mobile Streams India:
2106, Wing A, Bldg/2, Raheja Willows, CHS L,
Birchwood, Akruli Rd, Kandivali East, Maharashtra,
India
Mobile Streams Colombia
AV. CRA 13 No. 69-74 OF. 701
65
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO COMPANY FINANCIAL STATEMENTS (CONTINUED)
Municipio Bogota D.C..
Colombia
Mobile Streams Mexico
Calle Florencia No. 57, 3° Piso,
Colonia Juarez, Delegacion Cuauhtemoc, Ciudad de Mexico, C.P. 06600.
Mexico
Streams Data Limited
125 Wood Street
London
EC2V 7AW
4. DEBTORS
Trade debtors
Other debtors
Intercompany debtors
5 CREDITORS
Creditors: amounts falling due within one year
Trade creditors
Accruals and deferred income
6 SHARE CAPITAL
2022
£000’s
79
5
880
964
2022
£000’s
8
282
290
For details of share capital refer to note 11 to the Group financial statements.
7. SHARE PREMIUM ACCOUNT
For details of share capital refer to note 11 to the Group financial statements.
8. CAPITAL COMMITMENTS
The Company has no capital commitments at 30 June 2022 (2021: £250,000).
9. CONTINGENT LIABILITIES
As at 30 June 2022 there were no contingent liabilities (2021: Nil).
10. RELATED PARTY TRANSACTIONS
2021
£000’s
36
30
435
501
2021
£000’s
52
65
117
During the year the Company remunerated the Directors and Officers as disclosed in the Remuneration Report.
Related Parties
During FY 2022 the Company made payments of £476,000 to KrunchData Limited (“Krunch”), a company in which
Mark Epstein (Board member) had a beneficial interest until Mobile Streams plc acquired all of the outstanding equity
66
MOBILE STREAMS PLC
Annual report for the year ended 30 June 2022
NOTES TO COMPANY FINANCIAL STATEMENTS (CONTINUED)
of Krunch on 23 March 2022. These payments were made in accordance with the joint venture agreement dated 22
November 2019 (the “JV Agreement”), as described in the Circular dated 6 November 2019. In November 2020 it was
agreed to extend the initial revenue split arrangements in the JV Agreement (whereby the Company retains 100% of
revenues) until the end of 2021. In March 2021, under the JV extension agreement, MOS will also continue to pay
Krunch client set up costs and the costs of data clean-up and agreed software development and conditions will continue
unchanged.
The Company paid for the remaining 51% of KrunchData in March 2022. The payment comprised of £265k in Cash
and £500k in Shares.
The Company is taking advantage of the exemption per IAS 24 which does not require disclosure of transactions
entered into between members of a group when one of the transacting parties is a wholly owned subsidiary.
11. DIRECTORS AND EMPLOYEES
The average number of employees during the year to 30 June 2021 was as follows:
Management
Administration
`
Number
Year ended
2021
Number
5
-
5
5
-
5
67