20 December 2024
Mobile Streams
plc
("MOS"
or "the Company")
Audited Results for the year
to 30 June 2024 and Notice of AGM
The Company is pleased to announce
its audited results for the year to 30 June 2024.
The Company will publish the
Accounts and the Notice of Annual General Meeting
("AGM") on its
website later today. These, and the accompanying Form of Proxy in
relation to the AGM and Accounts, will be posted to Shareholders as
soon as possible. The AGM will be held at 11.00am on 16 January
2025 at 12 Hay Hill, Mayfair, London, W1J 8NR.
This announcement contains inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) No. 596/2014, as it forms part of UK Domestic Law
by virtue of the European Union (Withdrawal) Act 2018. Upon the
publication of this announcement, this inside information is now
considered to be in the public domain.
For further information, please
contact:
Mobile Streams plc
John Barker, Chairman
+44 7711920865
www.mobilestreams.com
Beaumont Cornish (Nominated
Adviser)
James Biddle and Roland
Cornish
+44 (0) 20 7628 3396
Peterhouse Capital Limited (Broker)
Lucy Williams and Duncan
Vasey
+44 (0) 20 7469 0930
AUDITED RESULTS FOR THE YEAR
TO 30 JUNE 2024
Chairman's
Statement
The Board of Mobile Streams plc
presents its audited accounts for the financial year ended 30 June
2024.
In the year to 30 June 2024 Mobile
Streams made substantial progress in the transition of its business
from the sale of legacy products to new product offerings
especially the entry into the Mexican sports betting market and
media market. As a result of this progress the company continues to
believe that due to the growing revenues from BET, in December we
will reach our target as announced via RNS on 25 March 2024, to
obtain operational profitability on a monthly basis in
2024.
On 12 December 2023 the Group
announced the completion of a funding round raising £675,000
(gross) via the issue of shares and the entry into the Mexico
publishing and online sports betting & online casino
operations. Further funding rounds were completed in the
first quarter of 2024 raising a further £470,000 (gross). We
deployed a portion of these raised funds to acquire a 25% equity
interest in the Mexican casino and sports book company that will
conduct the sports betting activities, and over a period of time a
10% stake in Capital Media Sports, owner of Estadio, a well-known
Mexican sports publishing brand. The Group is working with
Capital Media Sports and various experienced sports betting parties
on the development of this new business in the run-up to the
consumer launch of the on-line casino and sports book
business. This new business is referred to as BET.
I am delighted to have joined the
Group during the year to take over as your Chairman from Bob Moore.
I am also delighted that the Group has recently further
strengthened the Board with the appointment of Stefano Loreti in
October 2024 who has many years of experience and will be an
invaluable source of counsel to the business as it continues to
grow.
Group revenue for the year ended 30
June 2024 was £436k (2023: £1,824k) with the large reduction
essentially due to the cessation of Streams Data revenue from
International Gaming Systems ("IGS") which ceased on 30 June 2023 (as referenced in
the interim results). Great progress was made in the development of
the new business operations in Mexico as certain milestones on the
pathway to commercial launch were delivered to BET. The Group
sharpened its focus onto this potentially lucrative business
opportunity during the year and at the same time delivered
substantial improvements in operating expenses. As a result, the
loss before tax was substantially improved to £959k (2023: £3,789k
loss).
The Directors do not propose payment
of a dividend (2023: £Nil). At 30 June 2024, the Group had a net
cash balance of £235k, with a bank debt (Bounce Back Loan) of £36k
(2023: £913k cash, with bank debt of £41k).
Since 30 June 2024 the Group has
raised a further £1.6m in equity, mostly via the exercise of
Warrants. This provides the liquidity to continue the
progression and growth of the business. As at 16 December 2024 the
cash available to the Group amounted to £1,420k.
Looking ahead to 2025 the Board
has put together a strategy that we believe is both exciting and
achievable and therefore we are confident that, subject to the
continuing development of the BET business, the level of trade in
this new business segment will continue to build
significantly.
The Directors have prepared a
cashflow projection which includes the proceeds from the recent
funding round and warrant exercise events which are expected to
cover the Company's working capital requirements for the
foreseeable future.
John
Barker
Chairman
19 December
2024
Operating
review
Mobile Streams' performance during
the financial year ended 30 June 2024 combined the continued
decrease in revenues from the legacy content business with
development works on the Streams Data platform.
Group revenue for the year ended 30
June 2024 was £436k (2023: £1,814k). The Streams Data revenue from
International Gaming Systems ("IGS") (£1,495k in 2023) ceased on 30 June 2023, and
the remaining legacy revenues continued to decline to £86k (2023:
£105k from mobile operators and £182k NFT sales). A
significant amount of work was undertaken during the year in
respect of the development of the Sports betting market in Mexico,
achieving revenues of £350k. Additionally, whilst the revenue
expected from the Company's historical NFT contracts has taken longer to come
through due to NFT market conditions, the Board continues to
believe that over the life of the contracts the expected revenues
are achievable, as the digital products will become part of the BET
loyalty program.
The gross profit of £388k (2023:
£12k) increased substantially with the margin increasing from 1% to
89%. The prior year margin had been impacted by upfront
royalties payable on NFT contract revenues which were not repeated
in the current year. The current year margin also benefitted
through the charging of Mexican sports betting development works
where the associated internal headcount costs were reported within
administrative expenses. In line with the global deterioration in
the conditions in the individual collection NFT market the group
has successfully transitioned the way it utilises its NFT platform.
Moving away from offering individual collections to focusing it on
being used to deliver the BET loyalty programme. The
Group's Heroes
platform and the benefits from the sports team and athletes
involved will be utilised in the delivery of this. This approach
means the company continues to maximize the value and utilization
of its NFT platform technology.
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
continued to devalue 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.
As remarked in Note 25 Events after the reporting date, the
Directors have taken the decision to close the Argentine business
and associated closure costs are not expected to be
significant.
Sales by
Territory
Revenues in the UK generated from
development works in relation to the deployment of the Streams Data
platform and fees to BET were £350k (2023: £nil). Remaining
UK revenues were £4k (2023: £1,525k), and overseas mobile operator
sales were £82k (2023: £105k)
Financial
review
Group revenue for the year ended 30
June 2024 was £436k, (2023: £1,824k) due principally to the
full year impact of the termination of the IGS contract on 30 June
2023 and the beginning of the creation on the Mexican sports media
business.
Gross profit was £388k being a
substantial increase versus the prior year (2023: £12k). This
reflected the profits from mobile operator sales and profits from
development works associated with the BET.
Marketing costs decreased
significantly to £82k, (2023: £876k)
as the business refocused its efforts onto the development of the
Sports betting market and reduced its promotional support on Sports
NFT campaigns.
Administrative costs, excluding amortisation
charges, decreased to £1,397k (2023: £1,923k) , driven by a
substantial reduction in consulting fees payable to sports stars as
part of the NFT programme costs.
The amortisation charge was £168k (2023: £296k) and pertained to the Streams Data platform
which is being amortised across an expected useful life of 5
years. In the prior year financial statements intangible
assets were impaired to £nil value in the light of the global NFT
trading levels at that time which resulted in an impairment charge
of £348k to intangible assets and £360k to Goodwill. During the
current year the Directors re-evaluated the carrying value of its
Streams Data platform in the light of recent technical, commercial
and financial developments and reversed £306k of the prior
impairment. This £306k impairment reversal was taken to the
statement of consolidated income in the current
year.
The Group recorded a loss after tax
of £959k for the year ended 30 June
2024 (2023: loss of £3,789k). Basic earnings per share improved to a loss of 0.019
pence per share (2023: loss
of 0.093 pence per share).
The Group had cash of £235k at 30
June 2024, with a bank debt of £36k (2023: £913k cash, with bank
debt of £41k).
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. The group does not measure
non-financial KPIs.
Gross profit as a percentage of revenue is a measure
of our profitability. Gross profit was £388k for the year ended 30
June 2024 (2023: £12k). The Gross profit margin was 88% for the
year ended 30 June 2024 (2023: 1%). Gross profit informs the Board about the
fundamental profitability of business transactions when considering
purely direct costs and revenues.
Trading EBITDA** was a loss of £885k for the year
ended 30 June 2024 (2023: loss of £2,776k).
Trading EBITDA informs the Board in relation to what extent are the
business operations generating or absorbing cash. The
Board is relatively pleased by this significant reduction to the
rate that the business has absorbed cash in the year ending 30 June
2024 versus the prior year.
** 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. 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 strategy is to create a
world class sports media group. Historically the Group has
delivered world class gaming content to a global audience via its
mobilegaming.com platform in partnership with our long-standing
carrier relationships in countries including India, Argentina and
Mexico. The Group has now rolled out the next stage in its
strategy by investing in Mexican companies BET and Capital Media
Sports to create with its partners one of the leading sports media
groups in Mexico. With these partners the Group is in the final
stages of preparations for the launch of online sports betting and
online casino operations as well as sports podcast services
utilising the media brands within Capital Media Sports. The group
today has now evolved into a multi play sports media business
currently focused on the Mexican market.
Share
Issue
In January 2024 the Group issued
964,285,715 shares at 0.07 pence per share via a placing and
191,259,992 shares at 0.06 pence per share via a retail
offer.
In March 2024 the Group issued
707,149,460 shares at 0.0425 pence per share via a share placing,
70,588,235 shares at 0.0425 pence per share via a Broker Offer and
58,823,529 shares at 0.0425 pence per share via a further Broker
Offer.
In May 2024 the Group issued
62,353,128 shares at 0.0425 pence per share to Directors in lieu of
Director's fees.
In October 2023 the Group issued
777,777,777 Warrants with a strike price of 0.30 pence per share
and exercisable up to 30th June
2025.
Between January 2024 and March 2024
the Group issued 2,008,540,069 Warrants with a strike price of 0.15
pence per share and exercisable up to 30 June
2025.
As a result of the
Company's share
price fluctuation and growth since 30 June 2024, 929,847,567
warrants were exercised by warrant-holders in the period from 1
July 2024 to the date of this report.
In June 2024 the Group issued
320,000,000 Options over Ordinary Shares to senior management with
a strike price of 0.07 pence and exercisable up to June
2034.
Principal risks and
uncertainties
The Directors have set out below the principal risks
facing the business.
Development of new
Business in Mexico (BET)
The Group's operations,
current revenues and financial forecasts are heavily focused around
the successful launch of the new Sports Media business in Mexico,
referred to as BET. The Group is mitigating this risk via
maintaining a close involvement in these activities and through its
strengthened Board which includes executives with significant
experience in this territory and industry.
Contracts with
Mobile Network Operators (MNOs)
Mobile Streams maintains relationships with numerous
MNOs in the various territories. These operators now account for a
relatively small portion of the Group's
business. Any decline in sales to these MNOs is unlikely to
have a material impact on the group's financial position..
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 seeks 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
During the current year approximately 19% of the
Group's revenue was generated by operations outside the UK and
pertained to local supply of mobile operations in Mexico, Argentina
and India.. The Group is therefore partially 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 in excess of 200% in the year to 30 June 2024 (and
115% in the previous year) and the Argentinian
economy is designated as hyper-inflationary. See note 21
"Foreign currency risk". The supply of services from
the Group to BET was denominated in GBP and supplied from the UK
and therefore bears no currency risk.
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 addressing the remuneration and incentives
for the 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 parent company
Financial Statements have been prepared on a going concern basis,
which assumes that the Group and the parent 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 parent 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 2024, the Directors kept costs
carefully controlled whilst continuing to develop 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, Latin America and Europe. The Board
believes that the Streams Data offering, fees and the forthcoming
Mexican sports betting business create significant opportunities
for the Group 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 Mexican BET business in respect of which the
Group's forecasts
assume will represent a growing proportion of revenues.
After consideration of the above,
and with inclusion of the uncertainties 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. In making this determination the
Directors have taken into consideration the current availability of
cash and their expectations in relation to the cash burn rate and
expense management and not on the future revenue streams which
carry risk.
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.
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. Given the enhanced focus on the
development of the Mexican Sports betting business, the Group is
exposed to currency risk pertaining to the Mexican peso
(MXP). The Mexican Peso has performed poorly in recent months
and following the US Presidential election in November 2024.
Sales transactions between the Group and its Mexican BET partner
are denominated in GBP, whilst the Group's
direct 22.72% interest in the BET business is denominated in
MXP. This affords the group an element of inherent currency
hedging at this time.
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 £36k balance of the Bounce Back Loan
taken out by KrunchData to use for working capital needs, the Group
currently has no borrowing arrangements in place. The Group
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 comprise fees owing by its
associate in relation to works in development of the BET business.
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
been engaged in continuing development and discussions with key
companies engaged in the growing sports betting market in
Mexico. The Company is partnering with a major player in this
industry and has established an associate investment in a new
Mexican company for the execution of consumer-facing sports bets.
The Group has started to provide services to the new venture in
respect of marketing and development, and the Directors expect to
grow their current business by taking advantage of synergies with
the new media business and Mexican consumer betting
market.
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.
Examples of how the Directors have
engaged with the Company's stakeholders with regard to section 172(1) are
detailed below:
· Regular operating and financial updates through the Regulatory
News Service ("RNS")
· Holding an Annual General Meeting ("AGM") where shareholders
can cast their vote on resolutions
· Investor presentation for existing and potential shareholders,
and corresponding Q&A session
· Regular contact from the board of directors with existing
shareholders
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
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 with
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.
The Strategic Report was approved by
the Board and signed on its behalf by:
John
Barker
Chairman
19 December 2024
Items dealt with in
the Strategic Report
The company has chosen in accordance
with Companies Act 2006, s. 414C(11) to set out in the Group's
strategic report information required by Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008, Sch.
7 to be contained in the directors' report. It has done so in
respect of:
• 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 2024 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 (2023: £Nil).
Shareholder
interests
The table below shows all significant shareholders
who have disclosed holdings above 3.0% of the issued share capital
at the date of the company's last review
on 16 December 2024.
Shareholder
|
Ordinary shares of 0.01p each
|
Percentage shareholding
|
LYNCHWOOD NOMINEES LIMITED <2006420>
|
2,577,490,281
|
29.75%
|
HARGREAVES LANSDOWN (NOMINEES) LIMITED
<VRA>
|
653,908,245
|
7.55%
|
AURORA NOMINEES LIMITED (2288700)
|
640,264,913
|
7.39%
|
HARGREAVES LANSDOWN (NOMINEES) LIMITED
<15942>
|
609,636,704
|
7.04%
|
W.A. TECHNOLOGY GROUP LTD
|
521,428,571
|
6.02%
|
LAWSHARE NOMINEES LIMITED <ISA>
|
402,236,111
|
4.64%
|
LAWSHARE NOMINEES LIMITED <SIPP>
|
337,751,614
|
3.90%
|
STEFANO LORETI
|
312,605,042
|
3.61%
|
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED
<SMKTNOMS>
|
276,883,522
|
3.20%
|
HARGREAVES LANSDOWN (NOMINEES) LIMITED
<HLNOM>
|
250,708,599
|
2.89%
|
Directors and their
interests
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 2024, are set out below.
|
Ordinary
|
Ordinary
|
|
shares of
|
shares
of
|
|
0.01 pence
each
|
0.01
pence each
|
|
30 June
2024
|
30 June
2023
|
DIRECTORS
|
|
|
Mark Epstein
|
144,900,281
|
109,185,995
|
John Barker (appointed 11 April
2024)
|
300,000,000
|
-
|
Stefano Loreti (appointed 23
October 2024)
|
156,302,521
|
-
|
Charles Goodfellow (resigned 28
June 2024)
|
45,853,143
|
45,853,143
|
Bob Moore (resigned 2 Sept
2024)
|
35,714,286
|
-
|
Sri Ramakrishna Uthayanan
(appointed 23 July 2021)
|
-
|
-
|
PDMRs
|
|
|
Nigel
Burton
169,375,241
161,413,736
|
169,375,241
|
169,375,241
|
Tom Gutteridge
|
109,185,995
|
109,185,995
|
The remuneration of each of the Directors and Senior
Management for the period ended 30 June 2024 is set out below:
|
|
|
|
|
|
|
Year to 30 June
2024
|
Year to 30 June
2023
|
|
Salary
|
Fees
|
Benefits
|
Post-employment
benefits
|
Other Long Term
benefits
|
Termination
Benefits
|
Total
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
M Epstein
|
77
|
-
|
-
|
-
|
68
|
-
|
145
|
86
|
T Gutteridge
#
|
77
|
-
|
-
|
-
|
68
|
-
|
145
|
86
|
C Goodfellow
|
23
|
-
|
-
|
-
|
-
|
-
|
23
|
30
|
N Burton #
|
45
|
-
|
-
|
-
|
67
|
-
|
112
|
63.5
|
R Moore
|
-
|
25
|
-
|
-
|
-
|
-
|
25
|
30
|
R Uthayanan
|
30
|
48
|
-
|
-
|
-
|
-
|
78
|
78
|
J Barker
|
-
|
5
|
-
|
-
|
-
|
-
|
5
|
-
|
A Hembry #
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
15
|
Total
|
252
|
78
|
-
|
-
|
203
|
-
|
533
|
388.5
|
# Senior management (non-Board role)
Other Long Term benefits comprise
the fair value of share options granted during the year.
Contractual arrangements state that
until such time as the Board determines otherwise, Directors fees
(comprising salaries and fees per the above table) 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 former Director
(Charles Goodfellow) and one senior manager (Nigel Burton) had
elected to continue to be partially 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 the Group remained loss-making in the year
ending 30 June 2024, the Group actively manages its use of cash,
particularly marketing and other expenditure.
Management have prepared
projections for the Group's ongoing business covering the 12 month
period following the date of approval of the financial statements
to December 2025. These forecasts make certain assumptions in
respect of predicted revenue to be received from development of the
new Mexican sports betting business. As this is a new
business venture, the Directors note that there is an element of
uncertainty surrounding these forecasts. However, the Directors
believe the revenue forecast targets to be achievable and
reasonable due to management's expertise and experience in the
industry.
The Directors have modelled
significant downside scenarios, including a severe but plausible
downside scenario, where predicted revenues commence in the current
year but are reduced by more than 40% and another where the
targeted consumer launch date becomes delayed by 6 months.
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 various
scenarios indicate how sensitive the forecasts are to adverse
changes in revenue forecasts.
These forecasts and scenarios that
have been modelled take account of the significant cash position in
existence at the date of this report. In both the severe but
plausible downside scenario and the delayed launch scenario, the
application of cost discipline results in the development of a
viable business with sufficient cash to cover working capital
requirements throughout the Going Concern
period.
Directors' responsibilities
statement
The Directors are responsible for
preparing the annual 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. Under that
law the Directors are required to prepare the Group financial
statements in accordance with UK-adopted international accounting
standards and applicable law. The Directors have elected to prepare
the parent company financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice, including FRS 101
Reduced Disclosure Framework (UK Accounting Standards and
applicable law).
Under company law the Directors must
not approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the Group
and the parent company and of the profit or loss of the group for
that period.
In preparing these financial
statements, the Directors are required to:
·
select suitable accounting policies and then apply
them consistently;
·
make judgements and accounting estimates that are
reasonable and prudent;
·
for the Group financial statements, state whether
UK-adopted international accounting standards have been followed,
subject to any material departures disclosed and explained in the
financial statements;
·
for the parent company financial statements, state
whether United Kingdom Generally Accepted Accounting Practice,
including FRS 101 Reduced Disclosure Framework has been followed,
subject to any material departures disclosed and explained in the
financial statements;
·
prepare the financial statements on the going
concern basis unless it is inappropriate to presume that the Group
and the parent 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 parent company's transactions and disclose with reasonable accuracy
at any time the financial position of the Group and the parent
company and enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Group and the parent company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
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
During the current year the Board
made the decision to switch auditors and appoint Saffery
LLP.
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 for small and mid-size quoted
companies (2018) ("the 2018 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. John Barker, 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 to successfully 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 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 by entering into new
business segments where the Board believe will benefit the growth
of the Company (as disclosed in the Strategic Report), 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 through 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 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
Balancing salary with longer term incentive
plans
|
Regulatory
adherence
|
Breach of rules
|
Censure or withdrawal of authorisation
|
Strong compliance regime instilled at all levels of
the Company
|
Strategic
|
Damage to reputation
Inadequate disaster recovery procedures
|
Inability to secure new capital or clients
Loss of key operational and financial data
|
Effective communications with shareholders coupled
with consistent messaging to our customers
Robust compliance
Secure off-site storage of data
|
Financial
|
Liquidity, market and credit risk
Inappropriate controls and accounting policies
|
Inability to continue as going concern
Reduction in asset values
Incorrect reporting of assets
|
Robust capital management policies and
procedures
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 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
comprises, the CEO Mark Epstein, Finance Director Sri Ramakrishna
Uthayanan and two Non-Executive Directors, John Barker (Chairman)
and Stefano Loreti. 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. John
Barker and Stefano Loreti 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
Directors being present as per the table below. 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.
Number of Board meetings held in the
year ending 30 June 2024
|
8
|
|
|
Board Director
Attendances:
|
|
Bob Moore
|
6
|
Mark Epstein
|
8
|
Rama Uthayanan
|
8
|
Charles Goodfellow
|
5
|
John Barker
|
6
|
Principle Six
Appropriate Skills and Experience of the
Directors
The Board currently consists of
four Directors led by Chairman John Barker 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 Directors 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 gender 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 Bob Dennis Moore, Non-Executive Chairman (resigned 2 Sept
2024)
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. Bob resigned from the Board on 2 September
2024
Mr John Barker, Non-Executive Director and acting Chairman
(from 2nd Sept 2024)
John is a highly experienced
business leader with over 35 years' operating within financial
markets and more lately the sports and gaming sectors. John has
considerable expertise within e-sports, fan platforms and sports
content which will complement Mobile Streams' business strategy
going forward.
John has held numerous senior
roles and the highlights can be seen as follows - Executive
Director of Instinet (UK) Limited and then CEO and Head of
International at Liquidnet, both of which were start-up companies
to be successfully acquired by major financial
institutions.
John was also a Non-Executive
Director of Percentile Limited that was acquired by Torstone
Technology and in the world of e-sports the Chairman of Phoenix
Games Network Limited that was acquired by The Esports
Entertainment Group, a NASDAQ listed company.
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 on its AIM listing of
The People's Operator PLC, a cause-based mobile phone network that
had operations in 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 Stefano Loreti, Non-Executive Director
Stefano has over 27 year of
investment experience at institutional level and is currently a
Partner at Goldentree Asset Management, a $55 billion hedge fund
and global asset manager with investments across the world. Before
joining Goldentree in 2018 Stefano served as Partner at Hayfin
Capital, a $31 billion global investment manager and also run, in
senior roles, investment books in a number of other asset managers
and banks across several cycles.
Stefano is also a serial investor
in start-ups and growing companies and currently serves as
Executive Director on the Board of Directors of Financial Guaranty
UK Ltd, a regulated UK insurance company and on the Board of
Advisors of Keo World, a leading B2B digital lender with operations
in Mexico and Brazil.
Stefano graduated cum laude in
Economics at the Luiss G Carli University of Rome and is a
qualified chartered accountant.
Mr Barker and Mr Loreti 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.
Audit and
Compliance Committee
The Audit and Compliance Committee
comprises John Barker, who chairs this committee, and Rama
Uthayanan. 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 John Barker, who chairs this committee, and Rama
Uthayanan. 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 John Barker, who chairs this committee, and Rama
Uthayanan.
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. The Chairman's current term expires in September
2027 and the Non-Executive Director's term expires in October
2027.
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 through 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
John Barker
Chairman
19 December 2024
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') and its subsidiaries (the
'group') for the year ended 30 June 2024
which comprise the consolidated statement of comprehensive income,
consolidated statement of financial position, consolidated
statement of changes in equity, consolidated cash flow statement,
parent company statement of financial position, parent company
statement of changes in equity and notes to the financial
statements, including significant accounting policies. The
financial reporting framework that has been applied in the
preparation of the group financial statements is applicable law and
UK-adopted international accounting standards. The financial
reporting framework that has been applied in the preparation of the
parent company financial statements is applicable law and United
Kingdom Accounting Standards, including Financial Reporting
Standard 101, Reduced Disclosure Framework (United Kingdom
Generally Accepted Accounting Practice).
In our opinion:
· the
financial statements give a true and fair view of the state of
affairs of the group and of the parent company as at 30 June 2024
and of the group's loss for the year then ended;
· the
group financial statements have been properly prepared in
accordance with UK-adopted international accounting
standards;
· the
parent company financial statements have been properly prepared in
accordance with United Kingdom Generally Accepted Accounting
Practice; and
· the
financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for
opinion
We conducted our audit in accordance
with International Standards 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
and 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.
Our approach to the
audit
The group consists of the parent
entity and seven wholly owned subsidiaries, which includes UK and
overseas companies. A full scope audit was performed on the
complete group and parent financial information of Mobile Streams
Plc, the UK division incorporating Streams Data Limited and Krunch
Data Limited, and Mobile Streams Argentina SRL. Specific audit
procedures on significant balances were completed on one component
(Mobile Streams Mexico) and for the other components, a limited
scope review was performed. All audit procedures were undertaken by
the group engagement team except in the case of the audit of Mobile
Streams Argentina SRL, where the component was subject to audit
procedures by component auditors under the instruction of the group
engagement team.
We tailored the scope of our audit
to ensure that we obtained sufficient evidence to support our
opinion on the financial statements as a whole, taking into account
the structure of the Group, the accounting processes and controls,
and the industry in which it operates.
As part of designing our audit, we
determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we looked
at areas where the Directors made subjective judgements, for
example in respect of significant accounting estimates that
involved making assumptions and considering future events that are
inherently uncertain.
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 -
Going Concern
|
How our scope
addressed this matter
|
The going concern assumption is a fundamental and
pervasive principle in the preparation of the group and the parent
financial statements.
During the year, the group underwent significant
changes in regard to its business strategy, and subsequently
undertook successful fundraises in August and October 2024. The
existence of previous operating losses, and uncertainties in
developing sales forecasts for the new business all give rise to
heightened concern that the company may not have sufficient
resources to continue to meet its liabilities as they fall due for
a period of at least 12 months from the date of approval of the
financial statements.
Due to the significance of the going concern
assumption to the group and the parent financial statements, going
concern is considered to be a key audit matter.
|
Our audit procedures included the following:
· Obtained the
directors' formal going concern assessment, confirmed that it
covers an appropriate period, checked its arithmetical accuracy and
agreed information to supporting documentation;
· Reviewed bank
statements to verify the level of cash currently held;
· Reviewed the projected
cashflows and other available evidence to assess the ability of the
group and the parent company to continue in operation for at least
twelve months from the date of signing this report;
· Reviewed the
appropriateness of underlying assumptions within the forecast,
identified the key assumptions, being the existence and timing of
revenue streams and challenged management on the appropriateness of
these;
· Assessed whether the
forecasts are in line with our understanding of the business and
wider economic conditions;
· Reviewed management's
sensitised forecasts considering realistic scenarios and performed
our own sensitivity analysis on the key assumptions underlying the
directors' going concern assessment in order to test the robustness
of the forecast model;
· Obtained evidence for
the existence of future rights to royalties income included in the
sales forecast and likelihood of receipt through review of
correspondence with trading partners;
· Considered the impact
of mitigating actions in the event that forecast revenues were not
in line with projections;
· Discussed events after
the reporting date with the directors to assess their impact on the
going concern assumption; and
· Assessed the
disclosures in the financial statements including the accounting
policy which describes the going concern basis of accounting to
ensure that it is an accurate reflection of the basis for the group
is a going concern.
Based on the procedures performed, we concluded that
there is not a material uncertainty in relation to going concern
and that the continued adoption of the going concern basis of
accounting in these financial statements remains appropriate.
|
Our application of
materiality
We apply the concept of materiality
in planning and performing our audit, in evaluating the effect of
misstatements and in forming our opinion. Our overall objective as
auditor is to obtain reasonable assurance that the financial
statements as a whole are free from material misstatement, whether
due to fraud or error. We consider materiality to be magnitude by
which misstatements, including omissions, could influence the
economic decisions of reasonable users that are taken on the basis
of the financial statements.
In order to reduce to an
appropriately low level the probability that any misstatements
exceed materiality, we use a lower materiality level, performance
materiality, to determine the extent of testing needed.
Importantly, misstatement below this level will not necessarily be
evaluated as immaterial as we also take account of the qualitative
nature of identified misstatements, and the circumstances of their
occurrence, when evaluating their effect on the financial
statements as a whole.
Based on our professional judgement,
and taking into account the possible metrics used by investors and
other readers of the accounts, we have determined an overall group
materiality of £100,000 (2023: £223,000) and a parent company
materiality of £75,000 (2023: £200,000). Group and parent
materiality is based on 7.5% of respective loss before taxation
(2023: 7% of loss before taxation).
Performance materiality was set at
£75,000 (2023: £156,000) for the group, representing 75% of overall
materiality. Performance materiality for the parent company was set
at £56,000 (2023: £140,000) representing 75% of overall
materiality.
Our triviality level was set at
£5,000 (2023: £11,150) and any uncorrected audit differences below
this level were not reported to management, unless warranted under
qualitative grounds.
Materiality for the significant
components of the group ranged from £15,000 (2023: £34,000) to
£75,000 (2023: £200,000) based on 7.5% of loss before taxation
(2023: £7% of loss before taxation) for each component.
Conclusions
relating to going concern
In auditing the financial
statements, we have concluded that the directors' use of the going concern basis of
accounting in the preparation of the financial statements is
appropriate. Our evaluation of the directors' assessment of the group and the
parent company's
ability to continue to adopt the going concern basis of accounting
is set out in the 'Key audit matters' section above.
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 or 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.
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. Our opinion on the 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 financial statements are
prepared is consistent with the financial statements;
and
·
the Strategic Report and the Directors' Report
have been prepared in accordance with applicable legal
requirements.
Matters on which we
are required to report by exception
In the light of the knowledge and
understanding of the group and the parent company and their
environment obtained in the course of the audit, we have not
identified material misstatements in the Strategic Report or the
Directors'
Report.
We have nothing to report in respect
of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
· the
parent company financial statements are not in agreement with the
accounting records and returns; or
· certain disclosures of directors' remuneration specified by
law are not made; or
· we
have not received all the information and explanations we require
for our audit.
Responsibilities of
directors
As explained more fully in the
Directors'
Responsibilities Statement set out below, the directors are
responsible for the preparation of the financial statements and for
being satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial
statements, the directors are responsible for assessing the group
and 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 group or the parent company or to cease operations,
or have no realistic alternative but to do so.
Auditor's responsibilities
for the audit of the financial statements
Our objectives are to obtain
reasonable assurance about whether the group and parent company
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 specific procedures for this engagement and
the extent to which these are capable of detecting irregularities,
including fraud are detailed below.
Identifying and assessing risks
related to irregularities:
We assessed the susceptibility of
the group and parent company's financial statements to material misstatement and
how fraud might occur, including through discussions with the
directors, discussions within our audit team planning meeting,
updating our record of internal controls and ensuring these
controls operated as intended. We evaluated possible incentives and
opportunities for fraudulent manipulation of the financial
statements. We identified laws and regulations that are of
significance in the context of the group and parent company by
discussions with directors, communication with component auditors
and by updating our understanding of the sector in which the group
and parent company operate.
Laws and regulations of direct
significance in the context of the group and parent company include
The Companies Act 2006, the AIM Rules for Companies and UK Tax
legislation as well as similar laws and regulations prevailing in
each country in which we identified a significant
component.
Audit response to risks
identified:
We considered the extent of
compliance with these laws and regulations as part of our audit
procedures on the related financial statement items including a
review of group and parent company financial statement disclosures.
We reviewed the parent company's records of breaches of laws and regulations,
minutes of meetings and correspondence with relevant authorities to
identify potential material misstatements arising. We discussed the
parent company's
policies and procedures for compliance with laws and regulations
with members of management responsible for compliance.
During the planning meeting with the
audit team, the engagement partner drew attention to the key areas
which might involve non-compliance with laws and regulations or
fraud. We enquired of management whether they were aware of any
instances of non-compliance with laws and regulations or knowledge
of any actual, suspected or alleged fraud. We addressed the risk of
fraud through management override of controls by testing the
appropriateness of journal entries and identifying any significant
transactions that were unusual or outside the normal course of
business. We assessed whether judgements made in making accounting
estimates gave rise to a possible indication of management bias. At
the completion stage of the audit, the engagement
partner's review
included ensuring that the team had approached their work with
appropriate professional scepticism and thus the capacity to
identify non-compliance with laws and regulations and
fraud.
As group auditors, our assessment of
matters relating to non-compliance with laws or regulations and
fraud differed at group and component level according to their
particular circumstances. Our communications
with component auditors included a request to identify instances of
non-compliance with laws and regulations and fraud that could give
rise to a material misstatement of the group financial statements
in addition to our risk assessment.
There are inherent limitations in
the audit procedures described above and the further removed
non-compliance with laws and regulations is from the events and
transactions reflected in the financial statements, the less likely
we would become aware of it. Also, the risk of not detecting a
material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery or intentional
misrepresentations, or through collusion.
A further description of our
responsibilities is available on the Financial Reporting
Council's website
at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor's report.
Use of our report
This report is made solely to the
parent 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 parent 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 parent company and the
parent company's
members as a body, for our audit work, for this report, or for the
opinions we have formed.
…………………………………..
Luke Hanratty (Senior Statutory
Auditor)
for and on behalf of Saffery
LLP
Statutory
Auditors
St John's Court
Easton Street
High Wycombe
HP11 1JX
19 December 2024
……………………….
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
|
|
Year
ended
30 June 2024
|
Year
ended
30 June
2023
|
|
Note
|
£000's
|
|
£000's
|
|
|
|
|
|
Revenue
|
3
|
436
|
|
1,824
|
Cost of sales
|
3
|
(48)
|
|
(1,812)
|
Gross profit
|
|
388
|
|
12
|
Selling and marketing
costs
|
3
|
(82)
|
|
(876)
|
Administrative expenses
|
4
|
(1,565)
|
|
(2,220)
|
Impairment of Goodwill
|
5
|
-
|
|
(360)
|
Impairment of intangibles
|
5
|
305
|
|
(348)
|
Operating Loss
|
|
(953)
|
|
(3,792)
|
|
|
|
|
|
Finance income
|
3
|
6
|
|
3
|
Loss before tax
|
|
(947)
|
|
(3,789)
|
Share of after tax profit /(loss) of
Associate
|
11
|
(12)
|
|
-
|
Tax expense
|
6
|
-
|
|
-
|
Loss for the year
|
|
(959)
|
|
(3,789)
|
|
|
|
|
-
|
Comprehensive Loss for the
year
|
|
(959)
|
|
(3,789)
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
Equity shareholders of Mobile
Streams plc
|
|
(959)
|
|
(3,789)
|
|
|
(959)
|
|
(3,789)
|
Other comprehensive
income
|
|
|
|
|
Other comprehensive
income
|
-
|
|
-
|
Total comprehensive loss for the
year attributable to equity
|
(959)
|
|
(3,789)
|
shareholders of Mobile Streams
plc
|
|
|
|
|
|
|
|
|
|
Loss per share
|
|
|
|
|
|
|
Pence per share
|
Pence per share
|
Basic loss per share
|
7
|
(0.019)
|
|
(0.093)
|
Diluted loss per share
|
7
|
(0.019)
|
|
(0.093)
|
Consolidated STATEMENT OF FINANCIAL
POSITION
|
|
Year
ended
30 June
2024
|
Year
ended
30 June
2023
|
|
Note
|
£000's
|
£000's
|
Assets
|
|
|
|
|
Non- Current
|
|
|
|
|
Intangible assets
|
10
|
432
|
|
-
|
Investment in Associates
|
11
|
217
|
|
-
|
Other Investments
|
12
|
56
|
|
-
|
|
|
704
|
|
-
|
Current
|
|
|
|
|
Trade and other
receivables
|
13
|
413
|
|
148
|
Cash and cash equivalents
|
15
|
235
|
|
913
|
|
|
648
|
|
1,061
|
|
|
|
|
|
Total assets
|
|
1,352
|
|
1,061
|
|
|
|
|
|
Equity
|
|
|
|
|
Equity attributable to equity
holders of Mobile Streams plc
|
|
|
Called up share capital
|
16
|
973
|
|
768
|
Share premium
|
|
22,149
|
|
21,331
|
Translation reserve
|
|
(3,050)
|
|
(3,050)
|
Share Based Payment
reserve
|
|
243
|
|
25
|
Retained earnings
|
|
(19,501)
|
|
(18,541)
|
Equity attributable to equity
holders of Mobile Streams plc
|
815
|
|
533
|
Total equity
|
|
815
|
|
533
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Current
|
|
|
|
|
Trade and other payables
|
17
|
501
|
|
487
|
Bank debt
|
18
|
36
|
|
41
|
|
|
537
|
|
528
|
|
|
|
|
|
Total liabilities
|
|
537
|
|
528
|
|
|
|
|
|
Total equity and
liabilities
|
|
1,352
|
|
1,061
|
Company Registration Number:
03696108
The Financial Statements were
approved by the Board of Directors on 19 December 2024 and are
signed on its behalf by:
John Barker
Chairman
Consolidated STATEMENT OF CHANGES IN
EQUITY
|
Equity attributable to equity
holders of Mobile Streams plc
|
|
Called
up share capital
|
Share
premium
|
Translation reserve
|
Share-based payment reserve
|
Retained
earnings
|
Non-
Controlling Interest
|
Total
Equity
|
|
|
£000's
|
£000's
|
£000's
|
£000's
|
£000's
|
£000's
|
£000's
|
|
Balance at 1 July 2022
|
659
|
19,334
|
(3,050)
|
13
|
(14,752)
|
-
|
2,204
|
|
Loss for the year
|
-
|
-
|
-
|
|
(3,789)
|
-
|
(3,789)
|
|
Comprehensive Loss for the
year
|
-
|
-
|
-
|
|
(3,789)
|
-
|
(3,789)
|
|
Share options charge
|
-
|
-
|
-
|
12
|
-
|
-
|
12
|
|
Issue of shares
|
109
|
1,997
|
-
|
|
-
|
-
|
2,106
|
|
Transactions with
shareholders
|
109
|
1,997
|
-
|
12
|
-
|
-
|
2,118
|
|
Balance at 30 June 2023
|
768
|
21,331
|
(3,050)
|
25
|
(18,541)
|
-
|
533
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
(959)
|
-
|
(959)
|
|
Comprehensive loss for the
year
|
-
|
-
|
-
|
-
|
(959)
|
-
|
(959)
|
|
Share option charge
|
-
|
-
|
-
|
217
|
-
|
-
|
217
|
|
Issue of shares
|
205
|
818
|
-
|
-
|
-
|
-
|
1,023
|
|
Transactions with
Shareholders
|
205
|
818
|
-
|
217
|
-
|
-
|
1,240
|
|
Balance at 30 June 2024
|
973
|
22,149
|
(3,050)
|
242
|
(19,501)
|
-
|
815
|
|
|
|
|
|
|
|
|
|
|
| |
consolidated CASH FLOW
statement
|
|
Year
ended
30
June
2024
|
Year
ended
30
June
2023
|
|
Note
|
£000's
|
|
£000's
|
Operating activities
|
|
|
|
|
Loss before taxation
|
|
(947)
|
|
(3,789)
|
Adjustments:
|
|
|
|
|
Amortization of intangible
assets
|
10
|
168
|
|
296
|
Impairment of intangible
assets
|
10
|
(305)
|
|
708
|
Impairment of receivables
|
13
|
-
|
|
(15)
|
Profit on disposals of
investments
|
12
|
-
|
|
(22)
|
Share Based Payments, Remuneration
paid to Management and consultants in shares
|
|
217
|
|
798
|
Finance income
|
|
(6)
|
|
(3)
|
Changes in trade and other
receivables
|
13
|
(265)
|
|
28
|
Changes in trade and other
payables
|
17
|
14
|
|
45
|
Total cash generated in operating
activities
|
(1,124)
|
|
(1,954)
|
|
|
|
|
|
Investing activities
|
|
|
|
|
Additions intangible
assets
|
10
|
(294)
|
|
(318)
|
Acquisitions - investment in
associate
|
11
|
(229)
|
|
-
|
Acquisitions - investment in equity
investment
|
12
|
(56)
|
|
-
|
Proceeds from sale of Gfinity
shares
|
12
|
-
|
|
192
|
Finance income
|
|
6
|
|
3
|
Net Cash used in investing
activities
|
(573)
|
|
(123)
|
|
|
|
|
|
Financing activities
|
|
|
|
|
Equity fund-raise (Gross)
|
1,171
|
|
1,400
|
Fundraise expenses
|
(148)
|
|
(80)
|
Net Equity fund-raise (after
expenses)
|
1,023
|
|
1,320
|
Repayment of Bank loans
|
18
|
(5)
|
|
(6)
|
Net Cash generated from financing
activities
|
1,018
|
|
1,314
|
|
|
|
|
|
Net change in cash and cash
equivalents
|
|
(679)
|
|
(763)
|
Exchange (losses) on cash and cash
equivalents
|
|
1
|
|
1
|
Cash and cash equivalents at
beginning of year
|
913
|
|
1,675
|
Cash and cash equivalents, end of
year
|
15
|
235
|
|
913
|
Reconciliation of net debt is shown
in Note 18.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
Mobile Streams plc (the
'Company') and its subsidiaries (together 'the Group')
delivers gaming content to a global audience, through its websites
and platforms, where long-standing carrier relationships are in
countries including India, Argentina and Mexico. The 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 and deliver next-generation
content including gaming, Esports and related NFTs to a global
audience. The Group has expanded its operations in Mexico into
publishing, betting and media ownership, through the acquisition of
a 25% stake, subsequently diluted to a 22.72% stake in BET and a
10% interest in Capital Media Sports S.A ("Capital Media
Sports").
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 19
December 2024.
1.
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 2024. They have been prepared in
accordance with International Financial Reporting Standards (IFRS)
as adopted for use in the United Kingdom and with those parts of
the Companies Act 2006 applicable to companies reporting under
IFRS. The Financial Statements have been prepared under the
historical cost convention, with investments in listed shares being
valued under fair value through profit or loss.
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 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 the Group remained loss-making in the year
ending 30 June 2024, the Group actively manages its use of cash,
particularly marketing and other expenditure.
Management have prepared
projections for the Group's ongoing business covering the 12 month
period following the date of approval of the financial statements.
These forecasts make certain assumptions in respect of predicted
revenue to be received from development of the new Mexican sports
betting business. As this is a new business venture, the
directors note that there is an element of uncertainty surrounding
these forecasts. However, the directors believe the revenue
forecast targets to be achievable and reasonable due to
management's expertise and experience in the industry.
During the year the company has made
substantial progress and sees this as a major driver of revenue
across the coming 18 months. The Group is expecting that the
development of the new Mexican sports betting segment will lead to
operational synergies which will enable the group to reach a larger
target market for NFT sales.
The Directors have modelled
significant downside scenarios, including where predicted revenues
commence in the current year but are reduced by more than 40%.
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 various
scenarios indicate how sensitive the forecasts are to adverse
changes in revenue forecasts.
These forecasts and scenarios that
have been modelled take account of the significant cash position in
existence at the date of this report. In the most downside of
all scenarios, the application of cost discipline results in the
development of a viable business with sufficient cash to cover
working capital requirements throughout the Going Concern
period.
After consideration of the above,
the Directors consider that the continued adoption of the going
concern basis is appropriate. In making this determination the
Directors have taken into consideration the current availability of
cash and their expectations in relation to the cash burn rate and
expense management and not on the future revenue streams which
carry risk.
Business combinations
The Group applies the acquisition
method to account for business combinations. The consideration
transferred for the acquisition of a subsidiary (defined as a
company that is owned and controlled by the Group) 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
acquisition either at fair value or at the non-controlling
interest's
proportionate share of the recognised amounts of
acquiree's
identifiable net assets. Acquisition-related costs are expensed as
incurred. The group recognises investments in associates under the
equity method of accounting in which the equity investment is
initially recorded at cost and is subsequently adjusted to reflect
the Group's share of the net profit or loss of the
associate.
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.
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:
1.
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.
2.
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).
3.
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 British Pounds Sterling
(GBP).
Intangible assets
An intangible asset arising from the
Company's product development (referred to as Intangibles added
internally (Streams) in Note 10: Goodwill and Intangible assets) is
recognised if, and only if, the Company can demonstrate all of the
following:
1.
the technical feasibility of completing the intangible asset so
that it will be available for use or sale
2.
its intention to complete the intangible asset and use or sell
it
3.
its ability to use
or sell the intangible asset
4.
how the intangible asset will generate probable future economic
benefits
5.
the availability of adequate technical, financial and other
resources to complete the development and to use or sell the
intangible asset
6.
its ability to measure reliably the expenditure attributable to the
intangible asset during its development
Intangibles added internally are
amortised on a straight line basis over their estimated useful
lives which is usually set at 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.
The Group recognises value in
respect of acquired intangible assets at cost less accumulated
amortisation and impairment. Initial recognition is at fair value
and amortisation takes place across their estimated useful economic
lives. The effective life of the acquired intangible asset
(which is usually software) is the expected cash-generating life of
the particular software product.
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 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.
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.
Financial Assets
Classification
Financial instruments are classified
as financial assets measured at amortised cost where the objective
is to hold these assets in order to collect contractual cash flows,
and the contractual cash flows are solely payments of principal and
interest. They arise principally from the provision of goods and
services to customers (eg trade receivables).
Cash and cash equivalents comprise
cash on hand and demand deposits held on call with banks. Cash and
cash equivalents are shown in note 15.
Receivables
Receivables, shown in Note 13, 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 transaction price plus transactions costs.
Receivables are subsequently carried at amortised cost using the
effective interest method less provision for impairment.
Appropriate provisions for estimated irrecoverable amounts are
recognised in profit or loss based upon an expected credit loss
model. The amount of the provision is the difference between the
carrying amount and the present value of estimated future cash
flows. Interest income is recognised by applying the
effective interest rate, except for short term receivables when the
recognition of interest would be immaterial.
Impairment of Financial
Assets
The Group recognises a loss
allowance for expected credit losses on financial assets which are
measured at amortised cost. The measurement of the loss allowance
depends upon the consolidated entity's assessment at the end of
each reporting period as to whether the financial instrument's
credit risk has increased significantly since initial recognition,
based on reasonable and supportable information that is available,
without undue cost or effort to obtain.
Where there has not been a
significant increase in exposure to credit risk since initial
recognition, a 12-month expected credit loss allowance is
estimated. This represents a portion of the asset's lifetime
expected credit losses that is attributable to a default event that
is possible within the next 12 months. Where a financial asset has
become credit impaired or where it is determined that credit risk
has increased significantly, the loss allowance is based on the
asset's lifetime expected credit losses. The amount of expected
credit loss recognised is measured on the basis of the probability
weighted present value of anticipated cash shortfalls over the life
of the instrument discounted at the original effective interest
rate.
The group always recognises lifetime
expected credit losses (ECL) for trade receivables. The expected
credit losses on these financial assets are estimated using a
provision matrix based on the group's historical credit loss experience,
adjusted for factors that are specific to the debtors, general
economic conditions and an assessment of both the current as well
as the forecast direction of conditions at the reporting date,
including time value of money where appropriate. Trade receivables
are grouped by geography and ageing where appropriate.
The loss allowance reduces the
asset's carrying value with a corresponding expense through the
Statement of Comprehensive Income.
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.
Trade receivables are considered to
be in default where they are 12 months overdue, or when in
management's view
there is no reasonable expectation of recovery and would be written
off at this time.
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 at amortised
cost 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.
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.
Revenue recognition
Revenue of the Group arises from
(1.) the supply of mobile operator services to consumers, and (2.)
the supply of development, marketing and intelligence services to
corporate customers including BET.
To determine whether to recognise
revenue, the Group follows a 5-step process:
• Identifying the contract
with a customer
• Identifying the performance
obligations
• Determining the transaction
price
• Allocating the transaction
price to the performance obligations
• Recognising revenue when/as
performance obligation(s) are satisfied.
Mobile Operator
Services
Revenue from the supply of mobile
operator services is recognised at the point in time when the
consumer is receiving the supply. 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.
Development, Marketing and
Intelligence services
Revenue from the performance of
development, marketing and intelligence services is recognised over
time as the Group satisfies performance obligations. The
Group's Streams
technology platform will be the system for the Sports Betting
Loyalty programme and current revenues are in respect of the
execution of pre-launch works as specified by the customer
(BET).
The Group recognises contract
liabilities for consideration received in respect of unsatisfied
performance obligations and reports these amounts as other
liabilities in the statement of financial position. Similarly, if
the Group satisfies a performance obligation before it receives the
consideration, the Group recognises a receivable in its statement
of financial position.
The majority of the revenue of the
Group arises from the supply of development, marketing and
intelligence services and is therefore reflected over
time.
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 of options 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 equity, 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.
On a cumulative basis, 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.
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) Share based payments 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.
New standards and interpretations
not yet adopted
During the financial year, the Group
has adopted the following new IFRSs (including amendments thereto)
and IFRIC interpretations, that became effective for the first
time.
Standard
|
Effective date, annual period beginning on or
after
|
Disclosure of Accounting Policies
(Amendments to IAS 1 Presentation
of Financial Statements and IFRS Practice Statement 2
Making Materiality
Judgements)
|
1 January 2023
|
Definition of Accounting Estimates
(Amendments to IAS 8 Accounting
Policies, Changes in Accounting Estimates and
Errors)
|
1 January 2023
|
Deferred Tax related to Assets and
Liabilities arising from a Single Transaction (Amendments to IAS 12
Income Taxes)
|
1 January 2023
|
Their adoption has not had any
material impact on the disclosures or amounts reported in the
financial statements.
Standards issued but not yet
effective:
At the date of authorisation of
these financial statements, the following standards and
interpretations relevant to the Group and which have not been
applied in these financial statements, were in issue but were not
yet effective.
Standard
|
Effective date, annual period beginning on or
after
|
Classification of Liabilities as
Current or Non-Current, Non-current Liabilities with Covenants:
amendments to IAS
1
|
1 January 2024
|
Supplier Finance Arrangements
(Amendments to IAS 7 and IFRS 7)
|
1 January 2024
|
The directors are evaluating the
impact that these standards will have on the financial statements
of the Group.
At the date of authorisation of
these financial statements, the following standards and
interpretations relevant to the Group and which have not been
applied in these financial statements, have not been endorsed for
use in the UK and will not be adopted until such time as
endorsement is confirmed.
Standard
|
Effective date, annual period beginning on or
after
|
Lack of Exchangeability (Amendments
to IAS 21)
|
1 January 2025
|
IFRS 18 - Presentation and Disclosure in Financial
Statements
|
1 January 2027
|
IFRS 19 - Subsidiaries without Public Accountability:
Disclosures
|
1 January 2027
|
The directors are evaluating the
impact that these standards will have on the financial statements
of the Group.
The new and amended Standards and
Interpretations which are in issue but not yet mandatorily
effective are not expected to be material.
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.
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
Based on the information available,
the management have made the appropriate judgements in respect of
the estimated useful economic lives of both classes of intangible
assets as referenced in note 10, 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 10: 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.
Impairment of intangible
assets
Management make judgements as to
whether or not 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 intangibles
in the prior year financial statements was £nil following the prior
year impairment assessment which was based upon the NFT sales
outlook. The model used for the impairment valuation in the prior
year was a sensitivity analysis of a discounted cash flow, using a
discount rate of 15% per year and an average revenue growth rate of
6% per year.
The Directors also reviewed in the
prior year the value of Goodwill acquired through the Krunch
transaction. Taking a conservative view, the Directors
elected to impair the intangible assets to £nil carrying value in
the prior year.
As a result of the development in
the Mexican Sports business and the initiation of a revenue stream
in the year ending 30 June 2024, the Directors were able to
re-assess the valuation of this internally generated intangible
asset (Streams Data Platform). The model used was a
sensitivity analysis of a discounted cash flow, using a discount
rate of 15% per year. As a result of this assessment, an
amount of £306k of impairment that had been charged in the prior
year was reversed in the year ending 30 June 2024 and this, coupled
with further capitalisation of internal cost and net of
amortisation, led to a carrying value for this intangible asset of
£431k at 30 June 2024.
The directors acknowledge that a key
judgement within the assessment of recoverable value of these
intangibles is the quantum and timing of expected cash flows from
the Mexican Sport business, and that should these revenues fail to
crystallise further impairment may be required.
See Note 10: Goodwill and Intangible
Assets.
Capitalisation of development
costs
Included within Intangible Assets,
Note 10, 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.
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.
2. 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:
|
|
Year
ended
2024
|
Year
ended
2023
|
|
|
£000's
|
|
£000's
|
Fees payable to the Company's
auditor and its associates for the audit of the parent company and
consolidated accounts
|
58
|
|
96
|
|
|
58
|
|
93
|
|
|
|
|
| |
3. Segmental
reporting
As at 30 June 2024, the Group was
organised into 4 geographical segments: Europe, North America,
Latin American, and Asia Pacific. The operating segments are based
on the location of the service provider and 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 consulting and
development support to BET including NFT technology
(Development, Marketing and Intelligence
services) and Streams Data (Other Service
Fees).
All operations are continuing, and
all inter-segment transactions are priced and carried out at
arm's
length.
An external customer, BET, an entity
domiciled in Mexico, has associated revenue over 10% of the
Group's total
revenue. Revenue to BET recognised in the year ended 30 June 2024
was £350,000 (2023: £nil) and forms part of the Europe segmental
results below.
The segmental results for the year
ended 30 June 2024 were as follows:
£000's
|
Europe
|
Asia
Pacific
|
North
America
|
Latin
America
|
Consol
entries
|
Group
|
Mobile Operator
Services
|
-
|
-
|
-
|
82
|
-
|
82
|
Other Service fees
|
4
|
-
|
-
|
-
|
-
|
4
|
Development, Marketing and
Intelligence services
|
350
|
-
|
-
|
-
|
-
|
350
|
Total Revenue
|
354
|
-
|
-
|
82
|
-
|
436
|
|
|
|
|
|
|
|
Cost of sales
|
(11)
|
-
|
-
|
(37)
|
-
|
(48)
|
Gross profit
|
343
|
-
|
-
|
45
|
-
|
388
|
Selling, marketing and
administration expenses
|
(1,028)
|
-
|
-
|
(234)
|
-
|
(1,262)
|
Trading EBITDA*
|
(685)
|
-
|
-
|
(189)
|
-
|
(874)
|
Amortisation
|
(167)
|
-
|
-
|
-
|
-
|
(167)
|
Impairment
|
305
|
-
|
-
|
-
|
-
|
305
|
Share based
compensation
|
(217)
|
-
|
-
|
-
|
-
|
(217)
|
Operating Loss
|
(764)
|
-
|
-
|
(189)
|
-
|
(953)
|
Finance income
|
5
|
-
|
-
|
1
|
-
|
6
|
Loss before tax
|
(759)
|
-
|
-
|
(188)
|
-
|
(947)
|
Minority Interest
|
-
|
-
|
-
|
-
|
-
|
-
|
Share of after tax profit /(loss)
of associate
|
(12)
|
-
|
-
|
-
|
-
|
(12)
|
Taxation
|
-
|
-
|
-
|
-
|
-
|
-
|
Loss after tax
|
(771)
|
-
|
-
|
(188)
|
-
|
(959)
|
The segmental results for the year
ended 30 June 2023 were as follows:
£000's
|
Europe
|
Asia
Pacific
|
North
America
|
Latin
America
|
Consol
entries
|
Group
|
Mobile Operator
Services
|
-
|
10
|
-
|
95
|
-
|
105
|
Other Service fees
|
1,944
|
-
|
-
|
-
|
(225)
|
1,719
|
Total Revenue
|
1,944
|
10
|
-
|
95
|
(225)
|
1,824
|
|
|
|
|
|
|
|
Cost of sales
|
(1,773)
|
-
|
-
|
(39)
|
-
|
(1,812)
|
Gross profit
|
171
|
10
|
-
|
56
|
(225)
|
12
|
Selling, marketing and
administration expenses
|
(2,399)
|
-
|
-
|
(404)
|
-
|
(2,803)
|
Trading EBITDA*
|
(2,228)
|
10
|
-
|
(348)
|
(225)
|
(2,791)
|
Amortisation
|
(133)
|
-
|
-
|
-
|
(148)
|
(281)
|
Impairment
|
(708)
|
-
|
-
|
-
|
-
|
(708)
|
Share based
compensation
|
(12)
|
-
|
-
|
-
|
-
|
(12)
|
Operating Loss
|
(3,081)
|
10
|
-
|
(348)
|
(373)
|
(3,792)
|
Finance income
|
-
|
-
|
-
|
3
|
|
3
|
Loss before tax
|
(3,081)
|
10
|
-
|
(345)
|
(373)
|
(3,789)
|
Minority Interest
|
-
|
-
|
-
|
-
|
-
|
-
|
Taxation
|
-
|
-
|
-
|
-
|
-
|
-
|
Loss after tax
|
(3,080)
|
10
|
-
|
(345)
|
(373)
|
(3,789)
|
|
|
|
|
|
|
|
* Earnings before interest, tax,
depreciation, amortisation, impairments of assets and share
compensation
4. ADMINISTRATIVE
EXPENSES
Administrative expenditure comprises
the following items:
|
Year
ended
2024
|
Year
ended
2023
|
|
Notes
|
£000's
|
|
£000's
|
|
|
|
|
|
Staff Employment Costs
|
9
|
656
|
|
477
|
Professional Fees
|
|
405
|
|
1,215
|
Amortisation
|
|
168
|
|
297
|
Other expenses
|
|
336
|
|
231
|
|
|
1,565
|
|
2,220
|
|
|
|
|
| |
5. Operating loss
Operating loss is stated after
charging the following items:
|
Year
ended
2024
|
Year
ended
2023
|
|
Notes
|
£000's
|
|
£000's
|
|
|
|
|
|
Amortisation
|
10
|
168
|
|
296
|
Loss on foreign currency
|
|
19
|
|
(6)
|
Impairment/(reversal of impairment)
of intangibles
|
10
|
(305)
|
|
348
|
Impairment of goodwill
|
10
|
-
|
|
360
|
Increase/(decrease) in credit loss
provision
|
|
28
|
|
(15)
|
Share-based payments
expense
|
|
217
|
|
12
|
|
|
164
|
|
995
|
|
|
|
|
| |
Current year administrative expenses
were £1,565k and prior year expenses were £2,220k. Comparatively,
the current year expenses were £655k lower than prior year
expenses.
6. income tax
The tax (credit)/charge is based
on the profit before tax for the year and represents:
|
2024
|
2023
|
|
£'000
|
£'000
|
Foreign tax on profits of the
period
|
-
|
-
|
Total current tax
|
-
|
-
|
|
|
|
Deferred tax:
|
|
|
Origination & reversal of
timing differences: (Deferred tax charge/(credit))
|
-
|
-
|
|
|
|
Total Deferred tax
|
-
|
-
|
Total Tax benefit
|
-
|
-
|
|
|
|
|
2024
|
2023
|
|
|
|
Factors affecting the tax charge
for the period
|
£'000
|
£'000
|
Loss on ordinary activities before
tax
|
(947)
|
(3,789)
|
Less: Expenses not deductible for
tax
|
80
|
1,016
|
Adjusted Loss:
|
867
|
2,773
|
Loss multiplied by weighted
average tax rate applicable
|
|
|
of corporation tax in the United
Kingdom of 19%
|
(165)
|
(527)
|
|
|
|
Adjustment in respect of prior
years - foreign tax
|
-
|
-
|
Deferred tax not
recognized
|
165
|
527
|
Tax credit
|
-
|
-
|
|
|
|
Tax loss carried
forward
|
8,300
|
7,500
|
No deferred tax asset has been
recognised due to uncertainty as to when future profits will be
generated against which to relieve said assets.
Estimated tax losses amount to £8,300k (2023: £7,500k).
7. 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 years ended 30 June 2024 and 30 June 2023, 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.
|
Year
ended
2024
|
Year
ended
2023
|
|
Pence
per share
|
|
Pence
per share
|
|
|
|
|
Basic loss per share
|
(0.019)
|
|
(0.093)
|
Diluted loss per
share
|
(0.019)
|
|
(0.093)
|
Reconciliations of the earnings and
weighted average number of shares used in the calculations are set
out below.
|
2024
|
|
2023
|
|
£000's
|
|
£000's
|
Loss for the year
|
(959)
|
|
(3,789)
|
|
|
|
|
For adjusted earnings per
share
|
£000's
|
|
£000's
|
|
|
|
|
Loss for the year
|
(959)
|
|
(3,789)
|
Add back: share compensation
expense
|
217
|
|
12
|
Add back: depreciation and
amortisation
|
168
|
|
296
|
Adjusted loss for the
year
|
(574)
|
|
(3,481)
|
Weighted average number of
shares
|
|
|
|
|
Number
of shares
|
|
Number
of shares
|
|
|
|
|
For basic earnings per
share
|
5,168,165,880
|
|
4,079,974,110
|
Exercisable share options
|
-
|
|
-
|
For diluted earnings per
share
|
5,168,165,880
|
|
4,079,974,110
|
|
|
|
|
|
Pence
per share
|
|
Pence
per share
|
Adjusted Loss per share
|
(0.011)
|
|
(0.085)
|
Adjusted diluted Loss per
share
|
(0.011)
|
|
(0.085)
|
8.
Directors'
and Officers' remuneration
The Directors and senior management
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 2024 are detailed in the Directors Report.
9. Directors and
employees
Staff costs including Directors
during the year were as follows:
|
2024
|
|
2023
|
|
£000's
|
|
£000's
|
Wages and salaries
|
385
|
|
461
|
Social security costs
|
54
|
|
15
|
Share Based Payments
|
217
|
|
12
|
|
656
|
|
488
|
Remuneration of key management
personnel during the year were as follows:
|
2024
|
|
2023
|
|
£000's
|
|
£000's
|
Wages and salaries
|
330
|
|
363
|
Social security costs
|
45
|
|
12
|
Share Based Payments
|
203
|
|
11
|
|
578
|
|
396
|
Share options costs in respect of
staff costs were £217,000 during the period (2023:
£12,000).
The average number of employees
during the year was as follows:
|
|
Year
ended
2024
|
|
Year
ended
2023
|
|
|
Number
|
|
Number
|
UK Management
|
|
5
|
|
5
|
UK Development
|
|
1
|
|
1
|
Mexico
|
|
4
|
|
4
|
Argentina
|
|
1
|
|
1
|
|
|
11
|
|
11
|
10. 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
|
Cost
|
|
|
|
|
|
At 1 July 2023
|
485
|
626
|
1,111
|
360
|
1,471
|
Additions
|
-
|
294
|
294
|
-
|
294
|
At 30 June 2024
|
485
|
920
|
1,405
|
360
|
1,765
|
|
|
|
|
|
|
Accumulated amortisation and
impairment
|
|
|
|
|
At 1 July 2023
|
(485)
|
(626)
|
(1,111)
|
(360)
|
(1,471)
|
Amortisation
|
(36)
|
(132)
|
(168)
|
-
|
(168)
|
Impairment reversal
|
36
|
269
|
305
|
-
|
305
|
At 30 June 2024
|
(485)
|
(489)
|
(974)
|
(360)
|
(1,334)
|
|
|
|
|
|
|
Net book value at 30 June
2024
|
-
|
431
|
431
|
-
|
431
|
Net book value at 30 June
2023
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
| |
The amortisation charge is included
within administrative expenses in the statement of comprehensive
income.
Intangibles and goodwill up to 30
June 2023:
|
Intangibles acquired
|
Intangibles added internally
|
Subtotal
|
Goodwill
|
Total
|
|
Platform
development and software
|
Streams
|
|
|
|
|
£000's
|
£000's
|
£000's
|
£000's
|
£000's
|
Cost
|
|
|
|
|
|
At 1 July 2022
|
485
|
308
|
793
|
360
|
1,153
|
Additions
|
-
|
318
|
318
|
-
|
318
|
At 30 June 2023
|
485
|
626
|
1,111
|
360
|
1,471
|
|
|
|
|
|
|
Accumulated amortisation and
impairment
|
|
|
|
|
|
At 1 July 2022
|
(274)
|
(194)
|
(467)
|
-
|
(467)
|
Amortisation
|
(167)
|
(129)
|
(296)
|
-
|
(296)
|
Impairment
|
(44)
|
(304)
|
(348)
|
(360)
|
(708)
|
At 30 June 2023
|
(485)
|
(626)
|
(1,111)
|
(360)
|
(1,471)
|
Net book value at 30 June
2023
|
-
|
-
|
-
|
-
|
-
|
Net book value at 30 June
2022
|
211
|
115
|
326
|
360
|
686
|
|
|
|
|
|
| |
The Company's internally developed
software relates to the Streams Data platform. The Group tests
intangibles and goodwill annually for impairment, or more
frequently if there are indications that the asset 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 6% per year
• Discount rate / cost of capital
15%
The discount rates used are based on
comparative businesses weighted average cost of capital.
In the prior year financial
statements all intangible assets including acquisition goodwill
were impaired to £nil value as a prudent accounting measure given a
degree of uncertainty in relation to the timing of completion of
related commercial agreements with trade partners. Given the
developments during the year including the progression of
commercial agreements in Mexico, the raising of funding and the
likely successful completion and commercialisation of the Streams
Data platform, the Directors have reviewed their forecasts and
expect to achieve a commercial return on this technology.
Accordingly £305,000 of the prior year impairment of £348,000 has
been reversed in the current year and a further capitalisation of
internal costs has taken place.
11. INVESTMENT IN
ASSOCIATES
Investment in
Associates
|
30 June
2024
|
|
30 June
2023
|
|
£000's
|
|
£000's
|
At 1st July
|
-
|
|
-
|
Additions
|
229
|
|
-
|
Disposals
|
-
|
|
-
|
Distributions received
|
-
|
|
-
|
Profit / (loss) after tax recognised
in the consolidated income statement
|
(12)
|
|
-
|
Impairment of interest in
Associate
|
-
|
|
-
|
At 30th June
|
217
|
|
-
|
On 1st February 2024 the group
acquired a 25% direct interest in BET, a company duly incorporated
and governed by the laws of Mexico. From
30th April
2024 this stake became diluted to 22.72% as an additional investor
was onboarded. The Group accounts for investments in
associates using the equity method of accounting. Summarised
income statement information in respect of BET for the period
ending 30th June 2024 is set-out below as well as the financial position at
30 June 2024 These results represent the earnings and financial
position of the Associate based on the entity's unaudited management accounts. The
group's share of
after-tax losses of associates was £12k (2023: £nil)
|
2024
|
|
2023
|
|
£000's
|
|
£000's
|
Turnover
|
-
|
|
-
|
Profit / (loss) after tax
|
(49)
|
|
-
|
Total comprehensive
income
|
(49)
|
|
-
|
|
|
|
30 June
2024
|
BET Financial Position
|
|
|
£000's
|
|
|
|
|
Intangible Assets
|
|
|
675
|
Trade receivables
|
|
|
105
|
Prepayments
|
|
|
175
|
Cash and cash equivalents
|
|
345
|
Total assets
|
|
|
1,300
|
|
|
|
|
VAT payable
|
|
|
(6)
|
Trade payables
|
(173)
|
Total Current liabilities
|
|
|
(179)
|
Net assets
|
|
1,121
|
|
|
|
|
Capital and reserves
|
|
|
Called up share capital
|
|
1,243
|
Fx reserve
|
|
|
(73)
|
Retained Losses
|
|
|
(49)
|
Shareholders deficit /
Shareholders funds
|
1,121
|
|
|
|
| |
During the year the Group provided
£350,000 of services to BET. BET's principle activity is the
development of the Sports betting business in Mexico which it
expects to launch to consumers during Quarter one 2025.
12. OTHER ASSETS
Equity investments
|
Capital
Media
Sports
|
UK
listed shares
|
Total
2024
|
|
Capital
Media Sports
|
UK
Listed shares
|
2023
Total
|
|
£000s
|
£000s
|
£000's
|
|
£000s
|
£000s
|
£000's
|
At 1st July
|
-
|
-
|
-
|
|
-
|
170
|
170
|
Additions
|
56
|
-
|
56
|
|
-
|
-
|
-
|
Net fair value movement through
profit or loss
|
-
|
-
|
-
|
|
-
|
-
|
-
|
Disposal
|
-
|
-
|
-
|
|
-
|
(170)
|
(170)
|
At 30th June
|
56
|
-
|
56
|
|
-
|
-
|
-
|
On 2nd November 2023 the group
acquired a 10.0% interest in Capital Media Sports S.A. de C.V., a
company duly incorporated and governed by the laws of
Mexico.
13. Trade and other
receivables
|
2024
|
|
2023
|
|
£000's
|
|
£000'
|
Trade receivables
|
173
|
|
50
|
Other debtors
|
108
|
|
6
|
Other receivables
|
131
|
|
91
|
|
413
|
|
147
|
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:
|
2024
|
|
2023
|
Within terms
|
£000's
|
|
£000's
|
Not more than 30 days
|
-
|
|
5
|
Overdue
|
|
|
|
Not more than 3 months
|
167
|
|
5
|
More than 3 months but not more than
6 months
|
-
|
|
42
|
More than 6 months but not more than
1 year
|
34
|
|
40
|
More than 1 year
|
-
|
|
98
|
Allowance for credit
losses
|
(28)
|
|
(140)
|
|
173
|
|
50
|
Allowance for Credit
Losses
|
2024
|
|
2023
|
|
£000's
|
|
£000's
|
Opening position
|
140
|
|
216
|
Utilisation of credit loss
provision
|
(140)
|
|
(61)
|
Increase / (decrease) in credit loss
provision
|
28
|
|
(15)
|
Closing position
|
28
|
|
140
|
The Directors consider that the
carrying value of trade and other receivables represents their fair
value. In determining the recoverability of trade receivables, the
Group considers any change in the credit quality of the receivable
from the date credit was granted up to the reporting date. The
Group has adopted IFRS9 to trade receivables and considered the
recoverability of amounts owing from its customers by applying the
simplified model for expected credit losses to trade receivables to
measure the loss allowance at an amount equal to lifetime expected
credit losses. Provision for expected credit losses have been
made at an average rate of 15% of overdue debts.
The Group does not hold any collateral as
security for its trade and other receivables.
14 Contingent asset
As at 30th June 2024 the group had a
UK R&D Tax credit claim in progress pertaining to the years
ending 30th June 2022 and 30th
June 2023. The claim is currently being
assessed by HMRC and, if successful, would lead to a cash inflow in
the amount of approximately £170k. The
Group's accounting
policy is to not recognise R&D tax credits until the point of
receipt on the basis that the successful receipt of them cannot be
predicted with any certainty and therefore neither the statement of
consolidated income for the year ending 30th June 2024 nor the
statement of financial position at 30th June 2024 include any
recognition of this sum.
15. Cash and cash
equivalents
Cash and cash equivalents include
the following components:
|
2024
|
|
2023
|
|
£000's
|
|
£000's
|
Argentina´s cash at bank and in
hand
|
3
|
|
8
|
Other companies
|
232
|
|
905
|
Cash at bank and in hand
|
235
|
|
913
|
The balances are: £217,000 in
British pounds, £1,000 in Indian Rupees, £3,000 in Argentine pesos and £14,000 in Mexican
pesos.
The majority of cash (£0.2m) is held
with NatWest Group plc, the long-term credit rating of which is P-2
(Moody's) and A-2 (S&P).
16. SHARE CAPITAL and
RESERVES
|
|
2024
|
2023
|
|
|
£000's
|
£000's
|
Ordinary Share capital
|
|
973
|
768
|
Share premium
|
|
22,149
|
21,331
|
Translation Reserve
|
|
(3,050)
|
(3,050)
|
Share Based Payment
reserve
|
|
243
|
25
|
Retained earnings
|
|
(19,489)
|
(18,541)
|
|
|
827
|
533
|
The total number of Ordinary
Shares in issue as at 30 June 2024 was 6,424,115,963 with a par
value of 0.01 pence per share (30 June 2023: 4,369,655,903 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 (30 June
2023: 140,753,533 with nominal value 0.19 pence per share) . 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
|
Year
ended
2024
|
Year
ended
2023
|
In issue at 1 July
|
4,369,655,903
|
3,285,590,326
|
Issued during year
|
2,054,460,058
|
1,084,065,577
|
In issue at 30 June
|
6,424,115,963
|
4,369,655,903
|
Deferred shares of 0.19p nominal
value
|
Year
ended
2024
|
Year
ended
2023
|
In issue at 1 July
|
140,753,533
|
140,753,533
|
Issued during year
|
-
|
-
|
In issue at 30 June
|
140,753,533
|
140,753,533
|
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.
In January 2024 the Group issued
964,285,715 shares at 0.07 pence per share via a placing and
191,259,992 shares at 0.06 pence per share via a retail
offer.
In March 2024 the Group issued
707,149,460 shares at 0.0425 pence per share via a share placing,
70,588,235 shares at 0.0425 pence per share via a Broker offer and
58,823,529 shares at 0.0425 pence per share via a further broker
offer.
In May 2024 the Group issued
62,353,128 shares at 0.0425 pence per share to Directors in lieu of
Director's fees.
In October 2023 the Group issued
777,777,777 Warrants with a strike price of 0.30 pence per share
and exercisable up to 30 June 2025.
Between January 2024 and March 2024
the Group issued 2,008,540,069 Warrants with a strike price of 0.15
pence per share and exercisable up to 30th June 2025. No
consideration was received in respect of any warrants issued in the
year.
In June 2024 the Group issued
320,000,000 Options over Ordinary Shares to senior management with
a strike price of 0.07 pence and exercisable up to June 2034. The
options are conditional upon the holder remaining in employment of
the group at the date of exercise.
17. Trade and other
payables
|
|
2024
|
|
2023
|
|
|
£000's
|
|
£000's
|
Trade payables
|
|
254
|
|
246
|
Other payables
|
|
60
|
|
104
|
Accruals and deferred
income
|
|
186
|
|
137
|
|
|
501
|
|
487
|
All amounts are current. The
carrying values are considered to be a reasonable approximation of
fair value. Accruals and deferred income includes £58k audit
fees and £70k PAYE owing in respect of management
remuneration.
18. LOANS AND
BORROWINGS
The Directors believe the book value
of loans and borrowings approximates fair values. Book values
are:
|
2024
|
2023
|
Current
|
£
|
£
|
Bank debt
|
36,354
|
40,809
|
Non-Current
|
-
|
-
|
Total Loans and
Borrowings
|
36,354
|
40,809
|
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
of 02 July 2020. The interest rate which applies to the loan
agreement is 2.5% (fixed) per annum. The Directors intend to
repay the bounce-back loan on or before 30 June 2025 which is
earlier than its due date of 02 July 2026. Accordingly, they
have classified the loan as a current
liability.
19. 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 good and bad leaver
provisions. Options are valued at the date of grant using the
Black-Scholes option pricing model.
On 28 April 2023 the group issued
340,000,000 share options to senior staff as part of their
remuneration. These options have an exercise price of 0.11p per
share but are only exercisable if the volume weighted share price
reaches 0.3p measured over any 10 consecutive business days. They
are exercisable up to 27 April 2033. It is the opinion of the
Directors that the market condition would be reached in 4
years.
On 07 June 2024 the group issued
320,000,000 share options to senior staff as part of their
remuneration. These options have an exercise price of
0.07p per share and are exercisable up to 06 June
2034.
The valuation inputs into the
Black-Scholes model used to determine the fair value at the grant
date for all share options in issue were as follows for
2024:
|
2024
|
2023
|
Grant date
|
07/06/2024
|
28/04/2023
|
Expiry date
|
06/06/2034
|
27/04/2033
|
Weighted average share price at grant
date / pence
|
0.04
|
0.11
|
Weighted exercise price average /
pence
|
0.07
|
0.11
|
Weighted average expected volatility /
%
|
84%
|
124%
|
Weighted average expected life /
years
|
4
|
4
|
Weighted average risk-free rate /
%
|
4.164%
|
3.684%
|
Fair value at grant date /
pence
|
0.02
|
0.08
|
a) The risk-free rate is
based on the UK gilt rate as at the grant date with a period to
maturity commensurate with the expected term of the relevant option
tranche.
b) The fair value charge
is spread evenly over the period between the grant of the option
and the earliest exercise date.
c) The expected
volatility is based on the historical volatility of share prices
over the previous period of equivalent length as the
option's expected
life. The expected life used in the model has been adjusted, based
on management's
best estimate, for the effects of non-transferability, exercise
restrictions and behavioural considerations. The range of
comparable companies has been reviewed for grants in the current
year resulting in the decrease in expected volatility.
The table below illustrates the
number and weighted average exercise price of share
options
OPTIONS
|
2024
|
Weighted
|
Remaining
|
2023
|
Weighted
|
Remaining
|
|
Number
of
|
Average
|
Life in
|
Number
of
|
average
|
Life in
|
|
share
options
|
Exercise
|
years
|
share
options
|
exercise
|
years
|
|
|
Price
(p)
|
|
|
Price
(p)
|
|
At start of year
|
344,501,000
|
0.1159
|
9.71
|
4,501,000
|
0.5593
|
1.37
|
Issued in year
|
320,000,000
|
0.07
|
9.94
|
340,000,000
|
0.1100
|
9.83
|
Exercised
|
-
|
-
|
-
|
-
|
-
|
-
|
Forfeited
|
(24,501,000)
|
0.3415
|
-
|
-
|
-
|
-
|
At end of year
|
640,000,000
|
0.09
|
9.39
|
344,501,000
|
0.1159
|
9.71
|
The total charge for the year
relating to employee share-based payment plans was £217,000 (2023:
£12,000) and is included in administrative expenditure in the
Statement of Comprehensive Income.
During the year ending 30 June 2024
no options were exercised (2023: none).
19A. WARRANTS
Warrants were issued in the year on
the basis of one warrant per placing share purchased. No
consideration was received for the issue of warrants. The directors
have assessed that the fair value of warrants issued was nil and as
such not recognised in the financial statements. Each warrant
entitled the holder to subscribe for one ordinary share, on the
following terms.
In October 2023 the Group issued
777,777,777 Warrants with a strike price of 0.30 pence per share
and exercisable up to 30th June 2025.
Between January 2024 and March 2024
the Group issued 2,008,540,069 Warrants with a strike price of 0.15
pence per share and exercisable up to 30th June 2025.
During the year ending 30 June 2024
no warrants were exercised (2023: none).
20. Capital commitments
The Group will be making its
second and final tranches of investment of share premium payable on
its investment in capital Media Sports in the amount of MXN
3,700,000 (approximately £145,000) which becomes a liability of the
group in December 2024. (30 June 2023:
£nil).
21. 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.
|
2024
|
2023
|
|
000's
|
000's
|
|
USD
|
ARS
|
Other
|
USD
|
ARS
|
Other
|
Nominal amounts
|
£
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
Financial assets
|
-
|
13
|
86
|
-
|
30
|
99
|
Financial liabilities
|
(4)
|
(8)
|
(937)
|
(5)
|
(25)
|
(483)
|
Short-term exposure
|
(4)
|
5
|
(851)
|
(5)
|
14
|
(384)
|
In the above table,
'Other' principally comprises Mexican peso
denominated financial assets and liabilities and
reflect the group's increased focus on the development
of the BET business within this territory.
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.
|
|
2024
|
2023
|
US Dollar
|
|
+4.5%
|
-9.5%
|
Argentine Peso
|
|
+256.6%
|
+35.8%
|
During the period the USD weakened
slightly against the pound and the Argentine peso considerably
devalued.
The sensitivity of profit or loss to
changes in the exchange rates arises mainly from USD and Argentine
peso denominated financial instruments. The
group's exposure to
foreign exchange movements is not material
|
2024
|
2023
|
|
000's
|
000's
|
|
Impact
on Profit
|
Impact
on Profit
|
|
£
|
£
|
|
|
|
GBP/USD exchange rate -10%
devaluation of USD
|
0.4
|
0.4
|
GBP/ARG exchange rate - 10%
devaluation of ARG
|
(0.5)
|
(1.3)
|
|
|
| |
Liquidity risk
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.
With the exception of the £36k Bounce back loan, the Group has no
borrowing arrangements.
As at 30 June 2024, the
Group's financial
liabilities were all current and have contractual maturities as
follows:
30 June 2024
|
|
|
|
|
Within 6
months
|
6 to 12
months
|
|
|
|
|
|
|
£000's
|
|
£000's
|
Trade and other payables
|
|
|
|
|
|
254
|
|
-
|
Bounce Back Loan
|
|
|
|
|
|
-
|
|
36
|
The Directors have classified the
Bounce Back loan as current on the basis that they intend to repay
this in full within this 6-12 month time frame.
The maturity of the
Group's financial
liabilities, which were all current at the previous year end, was
as follows:
30 June 2023
|
|
|
|
|
Within 6
months
|
6 to 12
months
|
|
|
|
|
|
|
£000's
|
|
£000's
|
Trade and other payables
|
|
|
|
|
|
247
|
|
-
|
Capital Risk Management
Disclosures
The Group's objectives when managing capital is
to safeguard its ability to continue as a going concern, so that it
can provide returns for shareholders and benefits for other
stakeholders and to maintain an optimum capital structure to reduce
the cost of capital.
Capital is regarded as total equity,
as recognised in the statement of financial position, plus net
debt. Net debt is calculated as total borrowings less cash and cash
equivalents.
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.
The capital risk management policy
remains unchanged from the 30 June 2023 Annual Report.
22. FINANCIAL
INSTRUMENTS
A number of the
Group'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 accounting policies included in note 1. When
applicable, further information about the assumptions made in
determining fair values is disclosed in the notes specific to that
asset or liability.
The Group'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
Group's operations.
The Group does not utilise complex financial instruments or hedging
mechanisms.
Financial assets and financial
liabilities (except the investment in public companies, see note
12) are initially measured at fair value and subsequently at
amortised cost. Transaction costs attributable to the acquisition
of a financial asset or financial liability measured at amortised
cost 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.
|
Note
|
2024
|
|
2023
|
|
|
£000's
|
|
£000's
|
Financial Assets
|
|
|
|
|
Trade receivables
|
13
|
173
|
|
50
|
Other receivables
|
13
|
82
|
|
4
|
Cash and Cash equivalents
|
15
|
235
|
|
913
|
|
|
490
|
|
967
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
Trade payables
|
17
|
(254)
|
|
(247)
|
Accrued content costs
|
17
|
(25)
|
|
(25)
|
Other accrued liabilities
|
17
|
(161)
|
|
(113)
|
|
|
(440)
|
|
(385)
|
The Group reviews the recoverability
of its receivables and maintains an expected credit loss model to
appropriately recognise the risks of default. 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 2024 and
2023.
23. Related party
transactions
Key Management
Key management personnel consist
of the Directors and senior management and their remuneration is
disclosed in the Directors and employees, note 9. The shareholdings
of key management are shown within the Director's Report. During the year key
management were issued with 320,000,000 options over ordinary
shares as per Note 19.
Related Parties
The Group has a 22.72% equity
interest in BET where Mark Epstein is a Board Member without
beneficial interest. During the year the Group provided
services totalling £350,000 (2023 - £nil) excluding VAT to BET. At
June 30 2024, BET owed the Group £166,541(2023 - £nil).
IgniteAMT Limited is a company where
Mark Epstein is a Board Member and has a beneficial interest and
Sri Ramakrishna Uthayanan is the Finance Director without
beneficial interest and Tom Gutteridge is a Person of Significant
Control. During the year Company made payments of £163,500
(2023 - £172,200) excluding VAT to IgniteAMT Limited. At June 30
2024, the company owed IgniteAMT Limited £43,482 (2023 -
£25,280).
Rama Uthayanan received £48,000
(2023 - £48,000) for fees from KrunchData, which is disclosed in
the Remuneration Committee report.
24. ULTIMATE CONTROLLING
PARTY
The Directors do not consider there
to be an ultimate controlling party due to the composition of the
share register.
25. EVENTS AFTER THE REPORTING
DATE
On 1st August 2024 the Company
raised £471,900 via a direct share subscription.
On 2nd September 2024 Robert
(Bob) Moore, the Company Chairman and Non-Executive Director
resigned from the Board to devote time to other business
commitments.
On 9th October 2024 the Company
raised £317,899 via the exercise of Warrants at 0.15p
each.
On 9th October 2024 the Board
took the decision to close the Argentine business. The Board
anticipates that the closure costs will not amount to any
significant sum.
On 23rd October 2024 a new
Non-Executive Director (Stefano Loreti) was appointed to the
Board.
On 23rd October 2024 the Company
raised £841,275 via the exercise of Warrants at 0.15p and 0.30p
each.
On 31st October 2024 the Company
raised £36,179 via the exercise of Warrants at 0.15p
peach.
On 4th November 2024 the Company
raised £187,000 via the exercise of Warrants at 0.15p and 0.30p
each.
These funds will be used to boost
working capital and progress the new business segment engaged in
sports betting, publishing and media ownership in
Mexico.
COMPANY STATEMENT OF FINANCIAL
POSITION
|
|
|
|
30 June
2024
|
30 June
2023
|
|
|
|
|
£000's
|
|
£000's
|
|
|
|
Note
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors
|
|
|
4
|
185
|
|
4
|
Cash and cash equivalents
|
|
|
208
|
|
865
|
Total current assets
|
|
|
|
393
|
|
869
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
Creditors: amounts falling due
within one year
|
5
|
(332)
|
|
(233)
|
Total current
Liabilities
|
|
|
|
(332)
|
|
(233)
|
|
|
|
|
|
|
|
Net assets
|
|
|
61
|
|
635
|
|
|
|
|
|
|
|
Capital and reserves
|
|
|
|
|
|
Called up share capital
|
|
6
|
973
|
|
768
|
Share premium
|
|
|
7
|
22,149
|
|
21,331
|
Share Based Payment
reserve
|
|
|
|
242
|
|
25
|
Retained Losses
|
|
|
|
(23,303)
|
|
(21,489)
|
Shareholders deficit /
Shareholders funds
|
|
61
|
|
635
|
|
|
|
|
|
|
| |
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 2024 was £1.81m (year ended 30 June 2023: £5.44m
loss).
The company registration number is
03696108
The notes form part of these
Financial Statements.
The Financial Statements were
approved by the Board of Directors on 19 December 2024.
John Barker
Chairman
COMPANY STATEMENT OF CHANGES IN
EQUITY