Annual Report & Financial Statements 2011
Taking more market share 01
Highlights
Total Revenue
+12.4
%
Casino Revenue
+18.6
%
Operating Cash Flow
£2.5m
EBITDA
*
EBIT TDA D D
*
A A
£3.4m
Financial Highlights
Focus on the live casino 
offering
New TV pre midnight 
advertising strategy
Five year contract with 
Channel 5
Successful launch of 
Supercasino iPad app
Operational Highlights
*   EBITDA is a non-GAAP, company specific measure and excludes share based payment charges described in note 26 and exceptional charges described in  
note 6. Where not explicitly mentioned, EBITDA refers to EBITDA from continuing operations. 02 NetPlayTV Annual Report & Financial Statements 2011 CONTENTS
NetPlayTV is the UK's largest 
interactive TV gaming company 
We use our extensive knowledge of creating proﬁtable 
games with our proven ability to create great TV show 
formats. Applying this unique combination, we develop 
highly successful brands that people can play on TV , online 
and on their mobile. From TV roulette to live blackjack, 
NetPlayTV is building a strong reputation for delivering 
interactive products that customers love to play.
01 Highlights
02 Contents
03 Chairman’s statement
04 Business model
06 Strategy
08 Financial overview
10 Chief Executive Ofﬁcer’s statement
12 Directors’ report
15 Directors’ biographies
16 Corporate governance
18  Directors’ responsibilities
19  Independent auditor’s report to the members of NetPlay TV plc
20 Consolidated statement of comprehensive income
21  Consolidated statement of ﬁnancial position
22  Consolidated statement of cash ﬂows
23 Consolidated statement of changes in equity
24 Company statement of ﬁnancial position
25  Company statement of cash ﬂows
26 Company statement of changes in equity
27 Notes to the ﬁnancial statements
60 Notice of Annual General Meeting
65 Ofﬁcers and professional advisors
Contents 03
Chairman’s Statement
2011 was an excellent year for NetplayTV. Following the 
restructuring at the end of 2010, the year started very well, 
gathered momentum and ultimately exceeded expectations.
With the correct internal structure in 
place and costs ﬁrmly under control at 
the start of the year we were able to 
concentrate on developing the core 
revenue drivers behind the business. 
This involved investing heavily in 
marketing with a particular emphasis on 
TV advertising. This advertising proved 
increasingly successful as the year 
progressed resulting in four impressive 
quarters of KPI growth and three proﬁt 
upgrades during the year. I believe we 
have a great team of people working 
at NetplayTV and their enthusiasm and 
hard work combined with our USP of 
live TV casino has helped us deliver 
such a strong set of results. I want to 
thank all of our staff for their hard work 
this year.
In October after working closely with 
Channel 5 for two years we signed a 
new ﬁve year partnership agreement 
to continue broadcasting seven nights 
a week, thereby securing one of the 
key channels for customer acquisition 
for Supercasino.com until 2016. This 
was a milestone for the Group as it 
illustrates not only the strength of the 
SuperCasino brand, but also that the 
commercial relationship between the 
companies is creating value for both 
parties and that the brand SuperCasino 
is going from strength to strength. 
The new agreement incorporates the 
existing post midnight teleshopping 
airtime which in turn is complimented 
by a signiﬁcant amount of pre midnight 
advertising spots.
In December the Group launched 
its iPad application to add to the 
already successful iPhone application 
and the uptake so far has been very 
encouraging. We see mobile and tablet 
as one of the key growth drivers for 
the Group in 2012 and we are uniquely 
positioned through our TV presence 
to exploit the potential of this rapidly 
growing market.
I am extremely happy with the 
Company’s performance in 2011 and 
I am pleased to report that 2012 
has commenced strongly with Q1 
KPIs ahead of both Q1 2011 and 
Q4 2011. Furthermore, the Group is 
making progress with its share capital 
reorganisation, which if approved will 
create positive distributable reserves 
which will in turn facilitate the potential 
introduction of a future dividend policy. 
We are in a good position to drive 
shareholder value from our existing UK 
business whilst continuing to consider 
newly regulated market opportunities.
Clive Jones
Non-Executive Chairman 
23 April 2012 04 NetPlayTV Annual Report & Financial Statements 2011 BUSINESS MODEL
Business Model
The NetPlayTV business model is focused 
around the online casino gambling market 
with TV customer acquisition as the key 
differentiating factor. The Group operates 
with a combination of propriety front-
end technology and third party back-end 
software. NetPlayTV offers its customers 
licensed games with the added layer of its 
live TV casino games broadcast on over 
30 hours of terrestrial television per week.
Our approach differentiates NetPlayTV 
signiﬁcantly from its competitors. The 
high level of exposure on TV creates 
strong brand awareness and trust and 
loyalty with its customers. This has 
resulted in some of the highest player 
values and player retention rates in the 
market.
The TV coverage acts as a unique 
marketing tool and is ﬁlled with 
continual calls to action, attracting 
new customers to open an account. 
Customers see the live roulette show on 
TV then have the option of opening and 
funding an account either via traditional 
telephone, web, smartphone or tablet. 
Once the account is opened the 
customer has the choice of playing the 
live games broadcast on television or 
any of the other games on the website. 
All games are available 24 hours a day 
and not just while the show is being 
broadcast. 
NetPlayTV is focused on two brands, 
Supercasino.com on Channel 5 and 
Jackpot247.com (previously known as 
Challengejackpot.com) on ITV. The 
commercial agreements with these 
broadcasters are structured in such a 
way that both parties beneﬁt as the 
performance of the brand improves. 
This ensures NetPlayTV and the 
broadcaster act in partnership with a 
common goal rather than a straight-
forward airtime purchase.
GAMING  
ON YOUR  
MOBILE
GAMING  
ON YOUR 
TELEVISION
GAMING  
ON YOUR 
COMPUTER
NETPLAYTV
NETPLAYTV
NETPLAYTV 05
Broadcast Platforms
CHANNEL PROGRAMME BRAND BROADCAST DAYS
ITV1 Jackpot247 4 days a week
Channel 5 SuperCasino 7 days a week
Sky Channel 866 SuperCasino 7 days a week
Freeview Channel 39 Jackpot247 7 days a week
Sky Channel 216 Jackpot247 7 days a week
Players are able to interact with SuperCasino and Jackpot247 
by a variety of methods. The Group offers its full range of 
products currently via the following platforms:
 Web – via an interactive Flash client
 Interactive Voice Response – telephony system allowing 
customers to play via a touch-tone telephone
 Mobile
–  HTML5 Browser interface for iPhone 
–  Application in the iPhone App Store
–  Java based application for other phones
 Tablet – speciﬁc HTML5 site for the iPad
 The group plans to launch a dedicated Android application in 
the ﬁrst half of 2012 
NetPlayTV operates from its own state of the art TV studios 
which were fully refurbished in 2010. The running of the live 
TV casino shows are largely a ﬁxed cost. The Group is trading 
well above this ﬁxed cost base allowing a high percentage of 
incremental revenue to ﬂow straight to EBITDA*. 
*   EBITDA is a non-GAAP, company specific measure and excludes share based payment charges described in note 26 and exceptional charges described in  
note 6. Where not explicitly mentioned, EBITDA refers to EBITDA from continuing operations. 06 NetPlayTV Annual Report & Financial Statements 2011 STRATEGY
 TV PARTNERSHIPS
  NetPlayTV broadcasts in excess of 
30 hours per week on two of the 
UK’s leading TV broadcasters. The 
Group also undertakes commercial 
advertising on these channels as 
well as other terrestrial, digital and 
cable channels. This strategy delivers 
extensive viewer reach to target 
potential new customers.
 PRODUCT DIFFERENTIATION & 
INNOVATION
  NetPlayTV is the only company 
offering live TV casino on terrestrial 
television channels in the UK. The 
Group controls all front end customer 
interfaces including iPhone and iPad 
which are seeing significant growth 
and already accounts for over 15.9% 
of all SuperCasino players. The Group 
sees its mobile and tablet as a very 
strong growth area for 2012 with 64% 
of people who own a tablet, watching 
TV and using the device at least once 
a week known as dual screening*. 
 DEVELOPMENT OF OTHER 
ACQUISITION CHANNELS
  The Group will develop other 
acquisition channels, such as the 
affiliate network, display, pay per click 
and SEO marketing.
 NEW MARKETS
  Europe is experiencing rapid change 
with many countries opening up, 
going through the process of 
regulating online gambling and issuing 
licenses.
  CONTINUED FOCUS ON CORE LIVE 
TV CASINO
  The Group intends to increase UK 
market share by leveraging existing 
broadcaster relationships and 
expanding commercial advertising to 
compliment the core Teleshopping 
airtime. It also sees significant growth 
in the ability to target customers 
watching TV who have a smartphone 
or tablet live at the same time.
  RETENTION OF EXISTING PLAYERS
  Driving player life-time value and 
with 40.0% of revenues from players 
who have been registered over 12 
months there is significant value 
in the existing customer base. The 
Group has very high retention rates 
and has a dedicated team of account 
managers and retention specialists 
in place alongside the best retention 
tool being that the customer sees 
the brand every night on terrestrial 
TV rather than just traditional email 
marketing.
  NEW MARKETS
  Due consideration will be given to 
newly regulated markets such as 
Italy, Spain, France, Denmark and 
potentially the Netherlands. Not 
all markets will be attractive due to 
onerous tax rates. The Group will only 
look to enter with the right airtime 
partner for that particular country.
iPhone and iPad 
users make up
15.9
%
of all SuperCasino 
players
Strategy
NetPlayTV is the UK’s largest interactive 
TV gaming company and the key focus of 
2012 is to increase UK market share while 
looking for quality overseas expansion 
opportunities.
Market Drivers Strategy
Revenue from 
customers 
registered more 
than 12 months
40
%
*  Source: Neilsen Wire Blog published on 5 April 2012. Available at: http://blog.nielsen.com/nielsenwire/online_mobile/double-vision-global-
trends-in-tablet-and-smartphone-use-while-watching-tv/ 07
  NEW DEPOSITING CASINO 
PLAYERS
  Average quarterly new depositing 
casino players in 2011 was 7,879 
(2010
†
: 7,189)
  ACTIVE DEPOSITING CASINO 
PLAYERS
  Average quarterly active depositing 
casino players in 2011 was 15,873 
(2010
†
: 14,504)
  REVENUE 
  Casino Revenue increased by 18.6% to 
£20.6m (2010: £17.4m)
  EBITDA
††
 AND OPERATIONAL CASH 
FLOW
  EBITDA from continuing operations 
increased to £3.4m (2010: EBITDA loss 
of £2.8m) and operational cash flow to 
£2.5m (2010: negative £3.8m)
Performance/KPIs
NEW QUARTERLY DEPOSITING 
CASINO PLAYERS
 7,879
 7,189
CASINO REVENUE
 £20,593,000
 £17,357,000
 £14,239,000
ACTIVE QUARTERLY DEPOSITING 
CASINO PLAYERS
 15,873
 14,504
†
  2010 average quarterly data has excluded Q1 2010, as during this period the business moved the casino player database to Playtech and 
these KPIs cannot be reliably recreated for this quarter.
† †
  EBITDA is a non-GAAP, company specific measure and excludes share based payment charges described in note 26 and exceptional charges 
described in note 6. Where not explicitly mentioned, EBITDA refers to EBITDA from continuing operations.
EBITDA
2011
2010
2009
£3,420,000
£(2,779,000)
£(1,318,000)
OPERATIONAL CASH FLOW
2011
2010
£(3,776,000)
£2,490,000
2011
2010
2009
2011
2010
2011
2010 08 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL OVERVIEW
Financial Overview
2011 was a record year for NetPlayTV with revenue up 12.4% 
to £22.3m (2010: £19.8m), positive EBITDA* of £3.4m (2010: 
negative EBITDA of £2.8m), profit before tax of £0.6m (2010: 
loss before tax of £14.2m) and net cash from operating activities 
of £2.5m (2010: negative £3.8m).
PRODUCT SEGMENTATION
Casino revenue accounted for £20.6m during 2011 representing year on year growth of 18.6%. Casino EBITDA was £4.6m 
(2010: EBITDA loss of £1.6m). Bingo only contributed £1.7m in revenue for 2011 (2010: £2.5m) and EBITDA of £0.1m (2010: £0.3m). 
YEAR ENDED 
31 DECEMBER
2011
YEAR ENDED 
31 DECEMBER
2010
 £ 000’s £ 000’s
Revenue 
Casino segment 20,593 17,357
Bingo segment 1,679 2,450
Revenue from external customers 22,272 19,807
EBITDA
Casino segment 4,605 (1,643)
Bingo segment 115 332
Subtotal 4,720 (1,311)
Other Income 117 –
Head ofﬁce costs (1,417) (1,468)
EBITDA from continuing operations 3,420 (2,779)
During the year the Group continued its strategy of focussing management time and marketing in its core live TV casino 
business and this can be seen by Casino accounting for 97.6% of segmental EBITDA. Overall EBITDA Margin increased during 
the year from negative 14.0% to positive 15.4% 
In 2012 the Group has disposed of its UK Bingo operation for £375,000. This operation was continuing at 31 December 2011. 
The EBITDA from continuing operations excluding the Bingo operation is £3,305,000 (2010: EBITDA loss of £3,111,000).
EXPENSES
Although the Group has seen a 12.4% increase in revenue during the year, expense control remains a key focus within 
the business. Cost of sales have reduced by £1.3m and administrative expenses have reduced by £11.0m. There were no 
exceptional or impairment charges during 2011 (2010: £8.0m). 
YEAR ENDED
31 DECEMBER
2011
YEAR ENDED
31 DECEMBER
2010
 £ 000’s £ 000’s
Administrative expenses 6,432 17,438
Depreciation of property, plant and equipment (901) (877)
Amortisation of intangible assets (1,128) (2,179)
Impairment of goodwill – (97)
Impairment of intangible assets – (4,668)
Exceptional items – (3,211)
Share based payments (750) (410)
Adjusted Administrative expenses 3,653 5,996
*  EBITDA is a non-GAAP, company specific measure and excludes share based payment charges described in note 26 and exceptional charges 
described in note 6. Where not explicitly mentioned, EBITDA refers to EBITDA from continuing operations. 09
For comparison purposes, adjusted administrative expenses is £3.7m (2010: £6.0m). This reduction is a result of the 
restructuring carried out at the end of 2010 and management’s continued focus on keeping ﬁxed costs to a minimum and 
linking variable costs, where possible, to performance.
The result of the above increased revenue and reduced costs has increased the Group’s gross proﬁt margin to 31.2% 
(2010: 16.2%) and EBITDA margin to 15.4% (2010: negative 14.0%).
CASH FLOW
The Cash balance at 31 December 2011 is £7.9m (2010: £5.6m) representing an increase of £2.4m. Cash generated from 
operations was £2.5m and is one of the key performance indicators used by the directors in running the business. This 
measure not only reﬂects the liquidity of the Group but also on the EBITDA to cash conversion. The increase of £2.5m during 
2011 was after taking into account £1.2m of prior year restructuring costs. There are no outstanding prior year restructuring 
costs at 31 December 2011. The Adjusted Earnings per Share calculated using net cash generated from operating activities is 
0.89 pence for 2011 (2010: Adjusted loss per share of 1.77 pence).
KEY FINANCIAL METRICS
2011 2010
 £ 000’s £ 000’s
Revenue 22,272 19,807
Gross proﬁt 6,956 3,217
EBITDA 3,420 (2,779)
Operating proﬁt/(loss) 641 (14,221)
Proﬁt/(loss) before taxation 642 (14,226)
Adjusted EPS from continuing operations (pence) 0.89 (1.96)
Total assets 15,637 14,951
Net assets 10,698 9,263
Net current assets 3,815 541
Cash generated from operations 2,490 (3,776)
Cash and cash equivalents at the end of the period 7,940 5,580
Average quarterly new depositing casino players (number)
†
7.879 7.189
Average quarterly active depositing casino players (number)
†
15,873 14,504
Casino revenue 20,593 17,357
†
  2010 average quarterly data has excluded Q1 2010, as during this period the business moved the casino player database to Playtech and 
these KPIs cannot be reliably recreated for this quarter. 10 NetPlayTV Annual Report & Financial Statements 2011 CHIEF EXECUTIVE OFFICER’S STATEMENT
Chief Executive Ofﬁcer’s 
statement
2011 has been a highly successful year for the Group and  
2012 has started strongly.
*  EBITDA is a non-GAAP, company specific measure and excludes share based payment charges described in note 26 and exceptional charges 
described in note 6. Where not explicitly mentioned, EBITDA refers to EBITDA from continuing operations.
2011 REVIEW
We started the year with a solid 
management structure in place and 
a clear strategy to deliver continued 
growth in our core live TV casino 
business. I am pleased to announce 
we delivered on every element of 
this strategy which has resulted in 
strong total revenue growth of 12.4%, 
casino revenue growth of 18.6% and 
generated an EBITDA* proﬁt of £3.4m 
compared to an EBITDA loss of £2.8m, 
giving an overall EBITDA margin of 
15.4% (2010: negative 14.0%). Cash 
balances increased by £2.4m during 
the year to £7.9m and the Group made 
proﬁt after taxation of £0.6m (2010: loss 
after taxation of £13.7m).
During the ﬁrst half of the year we 
focused on improving the live product 
offering to enable us to extract 
maximum player acquisitions from our 
existing TV teleshopping post midnight 
airtime on Channel 5 and ITV1. This 
strategy proved to be successful and 
the results were clearly demonstrated 
by the interim results posting both 
a very healthy EBITDA of £1.7m and 
positive cash ﬂow of £0.5m. 
The second half of the year was 
mostly about continued product 
development whilst also looking to 
new channels for customer acquisition. 
After a successful trial advertising 
campaign on pre midnight airtime 
across multiple terrestrial and digital 
channels the Group increased its TV 
advertising expenditure signiﬁcantly 
from July onwards. By leveraging our 
strong broadcaster relationships we 
were able to optimise our advertising 
spend and maximise acquisition of 
players by linking the adverts with the 
existing post midnight airtime on both 
Channel 5 and ITV1. The beneﬁt of this 
increased advertisement spend can be 
seen in strong H2 revenue growth of 
10.3% compared with H1 and resultant 
EBITDA of £1.7m and an increase in cash 
ﬂow of £1.9m.
We spent a lot of time during the year 
working closely with our broadcast 
partners looking at ways to improve 
efﬁciency of TV as a medium for 
acquiring new customers and it was 
a real endorsement of our live TV 
casino product to sign a new ﬁve year 
deal with Channel 5 in October. In a 
market that is highly competitive for 
new customer acquisitions this puts the 
Group in a very strong position knowing 
it has secured one of its main marketing 
channels for the next ﬁve years. 
It has also been a year in which the 
mobile industry has seen huge growth 
in the sale of smart phones and 
NetplayTV has positioned itself to 
ensure it takes maximum advantage 
of this exponential growth and 
the resultant changes in consumer 
behaviour when interacting with 
smartphones and tablets while watching 
TV. 
CURRENT TRADING AND OUTLOOK
2012 has started strongly with Q1 
new depositing customer acquisitions 
up 69.9% year on year and 34.3% 
quarter on quarter with active 
depositing players up 43.9% and 23.0% 
respectively. This resulted in average 
daily casino revenue growth of 20.3% 
year on year and 8.5% quarter on 
quarter. 
Since the year end we disposed of our 
UK Bingo business allowing the Group 
Casino revenue 
growth 
18.6
%
Cash and cash 
equivalents
£7.9m 11
to focus on the core live TV casino 
business where the marketing strategy 
is paying off and yielding much higher 
returns on investment.
The Group launched its Supercasino.
com iPad application in December 2011 
and in March 2012 launched iPhone 
and iPad for Jackpot247.com. Both 
brands have beneﬁted from this launch 
and we expect to see strong quarter 
on quarter growth from customers 
accessing our brands via mobile and 
tablet while we continue to invest in 
this area of product development and 
take advantage of our unique position 
of acquiring customers watching TV 
directly into the smartphone and tablet 
applications.
The Group have started the process of 
a capital reduction to create positive 
distributable reserves. The special 
resolution was passed at an EGM on 
3 April 2012 and the court hearing to 
conﬁrm the capital reduction will take 
place on 2 May 2012. If approved, this 
will give the board greater ﬂexibility 
when considering its future dividend 
policy.
We are conﬁdent the Group has strong 
growth opportunities in the UK and 
can continue to take market share. 
Whilst driving growth in the business 
is a key focus of the Board we are at 
the same time keeping a close eye on 
the European markets that are going 
through a process of regulation. We will 
look for broadcast partners in markets 
where we can leverage our existing 
ﬁxed cost base and where the tax 
rates makes sense to build long term 
shareholder value.
We are excited about 2012 and are 
looking forward to building further on 
the positive momentum and successful 
results of 2011.
Charles Butler 
Chief Executive Ofﬁcer 
23 April 2012 12 NetPlayTV Annual Report & Financial Statements 2011 DIRECTORS' REPORT
The directors present their annual 
report together with the audited 
ﬁnancial statements for the year ended 
31 December 2011.
PRINCIPAL ACTIVITIES
During the year, the Group provided 
interactive casino and bingo services to 
consumers in the UK and Europe. 
BUSINESS REVIEW
A review of activities during the year, 
year end position and commentary on 
future developments is given in the 
chairman’s and chief executive ofﬁcer’s 
statements.
Details of risks facing the Group and 
policies to manage these risks can be 
found below.
Details of the performance of individual 
business segments can be found in note 
2 to the ﬁnancial statements.
The Group’s KPIs of revenue, new 
depositing casino players and active 
depositing casino players can be found 
in the Financial Overview on page 8.
RESULTS AND DIVIDENDS
The results for the year, showing a 
proﬁt after taxation of £642,000 (2010: 
loss after taxation of £13,708,000), are 
set out on page 20.
The directors do not recommend the 
payment of a dividend in respect of the 
year ended 31 December 2011 (2010: 
no dividend proposed).
POLITICAL AND CHARITABLE 
DONATIONS
During the year the Group made 
donations of £2,908 to UK charities 
(2010: £6,873).
FINANCIAL INSTRUMENTS
Details of the Group’s ﬁnancial risk 
management objectives and policies 
are included in note 23 to the ﬁnancial 
statements.
SUBSEQUENT EVENTS
The Group disposed of its UK Bingo 
operation on 29 February 2012. 
At a general meeting held on 3 April 
2012 a resolution was proposed and 
passed, subject to the conﬁrmation of 
the High Court of Justice in England 
and Wales the share premium account 
of the Company be reduced. 
Full details of these subsequent events 
are given in note 31 to the ﬁnancial 
statements.
GOING CONCERN
The Group’s business model is set out 
on page 4, ﬁnancial overview on page 
8, and current trading and outlook set 
out in the Chief Executive Ofﬁcer’s 
statement on page 10. 
The Group’s budget and forecasts, 
taking account of reasonably possible 
changes in trading performance, 
show that the Group should be able 
to function entirely from its cash 
generated from operations. The Group 
is currently funded entirely through 
shareholders funds. 
After making enquiries, the directors 
have a reasonable expectation that the 
Company and the Group have adequate 
resources to continue in operational 
existence for the foreseeable future. 
Accordingly, they continue to adopt the 
going concern basis in preparing the 
annual report and ﬁnancial statements.
DIRECTORS
The directors who served during the 
year and to the date of this report were:
C A N Butler
G Templer (resigned 31 March 2011)
C Jones CBE
A C Lapping
T S Mickley
G P Stevens
EMPLOYEE SHARE SCHEMES
Employee equity interest is seen as an 
integral part of the total remuneration 
package for employees. A more 
detailed review of the Group’s share 
schemes is contained in note 26 to the 
ﬁnancial statements.
SUPPLIER PAYMENT POLICY
Whilst no formal code is followed, 
the Group agrees payment terms and 
conditions with individual suppliers. 
It is the Group’s policy that payments 
to suppliers are made in accordance 
with the terms and conditions agreed 
between the Group and its suppliers, 
providing that all trading terms and 
conditions have been complied with.
The Group’s average trade payable days 
for the year ended 31 December 2011 
was 30 days (2010: 26 days), calculated 
in accordance with the requirements set 
down in the Companies Act 2006. This 
represents the ratio, expressed in days, 
between the amounts invoiced to the 
Group by its suppliers in the year and 
the amounts due, at the year end, to 
trade payables within one year.
PRINCIPAL RISKS RELATING TO THE 
BUSINESS OF THE GROUP
Casino risk
The Group is exposed to gaming risk in 
relation to its casino operations. Whilst 
the Group’s casinos and other games 
incorporate a ‘house edge’ designed 
to provide a return to the Group over a 
large number of bets, in the short term 
the Group’s casinos and other games 
may experience losses.
Wagering limits are in place to mitigate 
the Group’s exposure to individual 
transactions.
Regulatory risk
During the year, the Group’s gambling 
activities were operated under a 
licence under the Alderney Gambling 
Control Commission, the Lotteries 
and Gambling Authority in Malta 
and the UK Gambling Commission. 
A number of brands were relocated 
to Alderney in 2010, where all of 
the Group’s gaming operations are 
now based. The regime under which 
Alderney permits remote gaming 
operations to be operated within its 
jurisdiction may be altered or restricted 
Directors’ report 13
through legislation in Alderney which 
renders the Group’s operating base 
unusable or uneconomic. In addition, 
territories where the Group wishes to 
market its Alderney based gambling 
services may impose restrictions upon 
remote gambling services which would 
restrict the Group’s ability to market 
to potential customers in that territory 
or to service existing customers by, 
for example, restricting ﬁnancial 
transactions.
Where such restrictions exist, or come 
into existence in the future and/or 
in each case are actively enforced, 
the Group may not be able to offer 
its gambling or gaming services, or 
may be required to seek on-shore 
gambling and gaming licences local 
to these territories. Restrictions on 
promotion or the operation of remote 
gambling and gaming services in any 
particular location might also diminish 
or inhibit the Group’s ability to secure 
distribution in such territories.
It is not considered likely that any such 
changes in legislation will be made at 
the present time.
Reputational risk
Under-age and problem gaming are 
inherent risks associated with the 
online gaming industry and the Group 
is no exception. The Group devotes 
considerable resources to putting in 
place prevention measures coupled 
with strict internal procedures designed 
to prevent under-aged players from 
accessing its real money sites. In 
addition, the Group promotes a safe 
and responsible gaming environment 
to its customers supplemented by its 
corporate culture.
The Group has full GamCare 
Certiﬁcation for Supercasino.com 
and Jackpot247.com. The GamCare 
Certiﬁcation was awarded due to high 
levels of social responsibility and player 
protection. As the leading provider 
of advice, practical help, support and 
treatment for anyone affected by 
problem gambling, GamCare is ideally 
placed to offer practical advice on 
player protection. GamCare supports 
the development and implementation 
of responsible policies and practice 
across the gambling industry and 
GamCare Certiﬁcation is the mark of 
best practice.
GamCare puts gaming companies 
through a rigorous social responsibility 
and player protection assessment 
process. This includes review of 
customer-facing areas of business, such 
as age veriﬁcation practices and staff 
training in social responsibility.
Taxation risk
The Group aims to ensure that each 
legal entity within the Group is a tax 
resident of the jurisdiction in which 
it is incorporated and has no taxable 
presence in any other jurisdiction. While 
the Group’s customers are located 
predominantly in the UK, certain 
jurisdictions may seek to tax such 
activity which could have an adverse 
effect on the amount of tax payable by 
the Group or on customers’ behaviour. 
The UK Government announced in 
the 2012 Budget that it would move 
to tax remote gambling on a place 
of consumption basis. HM Treasury 
ofﬁcially opened the consultation 
period on 5 April 2012 and this will 
close on 28 June 2012. The Group is 
undertaking a full review to examine 
how such a ﬁscal policy would affect 
its results. The Group does not expect 
such a tax to be introduced until 
December 2014, at the earliest.
All gaming activities are based in 
Alderney, where the Group currently 
beneﬁts from a zero corporate tax rate 
and is outside the scope of UK VAT. 
If there was a change in the rate of 
corporate tax or VAT in Alderney or in 
UK legislation such that the Alderney 
subsidiary had a place of establishment 
in the UK for VAT purposes this would 
have an adverse effect on the overall 
tax rate of the Group.
Information Technology risks
As a leading online business, the 
Group’s IT systems are critical to its 
operation. The Group is reliant on the 
performance of these systems. Cutting-
edge technologies and procedures are 
implemented throughout the Group’s 
technology operations and designed 
to protect its networks from malicious 
attacks and other such risks. These 
measures include trafﬁc ﬁltering, 
anti-DDoS (Distributed Denial of 
Service) devices, anti-virus protection 
from leading vendors and other such 
means. Physical and logical network 
segmentation is used to isolate and 
protect the Group’s networks and 
restrict malicious activities. In order to 
ensure systems are protected properly 
and effectively, external security scans 
and assessments are carried out in 
a timely manner. The Group has a 
high-end storage solution to ensure 
storage availability and performance. 
All critical data is replicated to another 
storage device for disaster recovery 
purposes and all data is stored off-site 
on a daily basis. In order to minimise 
dependencies on telecommunication 
service providers, the Group invests in 
network infrastructure redundancies 
whilst regularly reviewing its service 
providers.
The Group takes information 
technology risks seriously and keeps 
its policies under review in order to 
mitigate these risks.
Dependence on third parties
Due to the nature of live broadcasts, the 
Group’s business is highly dependent 
on broadcasters, networks, software 
providers and mobile operators, as 
well as other service providers who, for 
example, provide payment processing  14 NetPlayTV Annual Report & Financial Statements 2011 DIRECTORS' REPORT
and customer age and ID veriﬁcation. 
If there is any interruption to the 
products or services provided by other 
third parties or if there are problems in 
supplying the products or services, the 
Group’s business could be adversely 
affected.
By its nature this risk is not within the 
Group’s control. To mitigate this risk the 
Group takes care to select third parties 
that are reputable and reliable, and 
ensures that contractual agreements 
with key third parties offer adequate 
protection to the Group.
DIRECTORS’ RESPONSIBILITIES IN 
RELATION TO THE COMPANY’S 
AUDITOR
The directors who held ofﬁce at the 
date of approval of this Directors’ 
Report conﬁrm that, so far as they are 
each aware, there is no relevant audit 
information of which the Company’s 
auditor is unaware; and each director 
has taken steps that ought to have been 
taken as a director to make themselves 
aware of any relevant audit information 
and to establish that the Company’s 
auditor is aware of that information.
BDO LLP have expressed their 
willingness to continue in ofﬁce and 
a resolution to reappoint them will 
be proposed for the annual general 
meeting in accordance with Section 489 
of the Companies Act 2006.
By order of the Board
C A N Butler
Director 
23 April 2012
Directors’ report
CONTINUED 15
Directors’ biographies
Clive Jones CBE 
Non-Executive Chairman
Clive joined NetPlayTV in June 2009. Clive’s most recent posts in his thirty-two year career in television have been the 
chairman of GMTV and the chief executive of ITV News and Regions until 2007. He has also held positions as managing 
director of the ITV Network, CEO of Carlton Television, managing director of Central Television and managing director of 
London News Network and was the project leader overseeing the digitisation of the ITV and Channel Four newsrooms for 
ITN. He is currently chairman of Energetic Communications, the New York marketing and events company and the sole non-
executive director of S4C.
Charles Butler ACA 
Chief Executive Officer
Charles qualiﬁed as a chartered accountant with KPMG and moved into the gaming sector in 2001 after working as a ﬁnancial 
analyst at British Telecom. Charles has spent the last eleven years in various roles including ﬁnance director and then chief 
executive of Bowman International which was sold to the Bet365 Group at the end of 2006 along with consulting to various 
land based and online gaming groups in Europe and South America. Charles became CEO of NetPlayTV in November 2010, 
and prior to this, he was ﬁnance director from January 2010. 
Graham Stevens 
Non-Executive Director
Graham is currently ﬁnance director of Plexus Holdings plc. Graham has broad experience within both public and private 
companies, including Fii Group plc, Sketchley Group plc, BSM Group Limited, and J Sainsbury plc. Graham has acted in the 
capacity of corporate ﬁnance advisor for a number of fund raisings and business acquisitions and disposals, and until 2010, 
after a 5 year term, he was a non-executive director of NRX Global Inc. the global provider of asset lifecycle management 
software solutions.
Andrew Lapping 
Non-Executive Director
Andrew established The Hamilton Portfolio with John Boyle (a well known Scottish entrepreneur) in 1999. Andrew is a member 
of The Chartered Institute of Taxation. He is currently managing director of The Hamilton Portfolio and is the driving force 
behind a number of that company’s investment projects. Andrew is a non-executive director of listed companies Maven 
Growth Opportunities, 2 VCT and Software Radio Technology plc.
Tim Mickley ACMA 
Non-Executive Director
Tim qualiﬁed as an accountant with Schroders and worked in city institutions for a number of years. He subsequently spent ten 
years in corporate ﬁnance roles most recently as a managing director with Collins Stewart where he led the gaming team and 
advised on a number of signiﬁcant transactions in this sector. 16 NetPlayTV Annual Report & Financial Statements 2011 CORPORATE GOVERNANCE
Corporate governance
The Board has given consideration to 
the UK Corporate Governance Code 
(the Code) issued by the Financial 
Reporting Council (FRC) applicable for 
listed companies for ﬁnancial periods 
after 29 June 2010.
Although companies traded on AIM 
are not required to provide corporate 
governance disclosure, or follow 
guidelines in its Code, the directors 
have chosen to provide certain 
information on how the Group has 
adopted various principles of the Code.
BOARD
At the date of this report, the Group 
board was made up of one executive 
and four non-executive directors. Under 
the Company’s Articles of Association 
a director shall retire from ofﬁce at the 
ﬁrst annual general meeting after his or 
her appointment and one third, but not 
exceeding one third, of the directors 
are required to retire by rotation each 
year.
The board meets regularly throughout 
the year and all directors have full 
and timely access to the information 
necessary to enable them to discharge 
their duties. There is a scheduled board 
meeting at least every second month 
and a meeting of the management 
board every month. Additional board 
meetings are held as required.
During the year, the Board met 8 times 
and the following attendance occurred:
C Jones CBE 8
C A N Butler 8
G Templer 3
G P Stevens 8
A C Lapping 7
T S Mickley 7
The board is assisted in the discharge 
of its duties by the following board 
committees:
AUDIT COMMITTEE
The Audit Committee, which comprises 
three non-executive directors: 
G P Stevens who chairs the Audit 
Committee; C Jones; and A C Lapping. 
The Audit Committee is responsible for 
ensuring that the ﬁnancial performance 
of the Group is properly reported on 
and monitored, and for overseeing 
the operation of internal ﬁnancial 
controls appropriate to the size and 
operations of the Group. The Audit 
Committee meets twice a year to 
review the results, the ﬁndings of 
the auditors, the independence and 
objectivity of the auditors, and the 
internal controls. It also reviews the 
application and appropriateness of the 
Group’s accounting policies, including 
any changes to ﬁnancial reporting 
requirements brought about by both 
external and internal requirements 
and it gives consideration to all major 
ﬁnancial announcements made by 
the Group including its interim and 
preliminary announcements and annual 
report and accounts.
The external auditors and other 
executive directors may be invited to 
attend the meetings.
During the year the Audit Committee 
met three times. G P Stevens and 
A C Lapping attended all meetings and 
C Jones attended one of the meetings.
REMUNERATION COMMITTEE
The Remuneration Committee (“the 
Committee”), which comprises three 
non-executive directors: G P Stevens 
who chairs the Committee; C Jones; 
and A C Lapping. The Committee 
has the principal function of agreeing 
with the board the framework and 
policy for the remuneration of the 
Group’s executive management and 
determining, on behalf of the board, 
the remuneration packages of the 
executive directors. The Committee 
also determines the policy on executive 
appointments. 
No member of the Committee has any 
personal ﬁnancial interest (other than 
as a shareholder), conﬂict of interest 
arising from cross-directorships or 
day-to-day involvement in running the 
business. No director plays a part in any 
discussion about his own remuneration.
The chief executive ofﬁcer may be 
invited to attend certain discussions of 
the Committee.
During the year the Remuneration 
Committee met twice. G P Stevens and 
A C Lapping attended both meetings.
REMUNERATION POLICY AND 
ARRANGEMENTS
The objective of the remuneration 
policy is to ensure that the executive 
directors and managers of the 
Group are provided with appropriate 
incentives to encourage enhanced 
performance and are, in a fair and 
reasonable manner, rewarded for their 
individual contributions to the success 
of the Group. Each director is assessed 
individually so that their remuneration 
is directly related to their performance 
over time and so that a proportion 
of their remuneration is performance 
related.
There are ﬁve main elements of the 
remuneration package for executive 
directors: 
(i) Basic salary:
  An executive director’s basic salary 
is determined by the Committee 
before the start of each year and 
when an individual changes position 
or responsibility. In deciding 
appropriate levels, the Committee 
seeks to be competitive, but fair, 
using information obtained from 
both internal and external sources. 17
(ii) Performance related annual bonus:
  Performance related annual 
bonuses are designed to reward 
contribution and to encourage the 
achievement of targeted levels of 
performance over the short term. 
The maximum annual cash bonuses 
are set by the Committee and 
are subject to stretching targets 
linked to the Group’s operating 
performance in the year. 
(iii) Long-term incentive arrangements:
  The Company’s long term incentive 
arrangements are intended to 
encourage directors and other key 
employees to focus on long term, 
strategic corporate objectives and 
to further align the interests of 
management and shareholders. 
These arrangements consist of an 
Enterprise Management Incentive 
Scheme (“EMI”), an Inland Revenue 
approved share option scheme 
and an Inland Revenue unapproved 
share option scheme. Details 
of these schemes are outlined 
in note 7 and 26 to the ﬁnancial 
statements.
(iv) Pension arrangements:
  The Group does not operate a 
pension scheme for employees; 
however it does make contributions 
to personal pension plans.
(v) Other benefits:
  Other beneﬁts for executive 
directors include a private health 
care scheme.
SERVICE CONTRACTS
C A N Butler has a service agreement, 
dated 29 January 2010, which is 
terminable on six month’s notice by 
either party.
In the event of early termination, 
the directors’ contracts provide for 
compensation up to a maximum of basic 
salary plus the fair value of beneﬁts to 
which the directors are contractually 
entitled for the unexpired portion of 
the notice period. The Company seeks 
to apply the principle of mitigation in 
the payment of compensation on the 
termination of the service contract of 
any executive director.
NON-EXECUTIVE DIRECTORS
All non-executive directors have speciﬁc 
terms of engagement, the dates of 
which are set out below. There are no 
provisions for compensation payable in 
the event of early termination. The non-
executive directors are appointed for 
an initial period of one year, following 
which the notice period is three months.
Director
Date of  
engagement letter
C Jones CBE 11 June 2009
G P Stevens 31 July 2003
A C Lapping 1 February 2007
T S Mickley 1 November 2010
The determination of the non-
executive directors’ remuneration has 
been delegated by the board to the 
executive directors, within the limits 
set by the Articles of Association. The 
fees paid to the non-executive directors 
in the year, shown in note 7 to the 
ﬁnancial statements, are inclusive of 
the additional work performed for the 
Group in respect of membership of the 
board committees. At the 2004 Annual 
General Meeting, shareholder approval 
was granted to allow non-executive 
directors to participate in the Group’s 
unapproved share option scheme.
RELATIONS WITH SHAREHOLDERS
The Group is committed to ongoing 
communication with its shareholders. 
At the Annual General Meeting, 
individual shareholders are afforded the 
opportunity to question the board.
INTERNAL CONTROL
The board has overall responsibility 
for the system of internal control 
established by the Group and 
places considerable importance 
on maintaining a strong control 
environment. However, such a system 
is designed to identify, manage and 
mitigate rather than eliminate the risk 
of failure to achieve business objectives 
and can only provide reasonable and 
not absolute assurance against material 
misstatement or loss.
Key elements of the Group’s system of 
internal control are as follows:
 Financial management
  Annual budgets are prepared for 
each business division and for the 
Group. These budgets are reviewed 
and agreed by the board and actual 
performance is measured against 
these budgets on a regular basis. 
Monthly management accounts are 
prepared, reviewed, analysed and 
presented to the board. The Group 
has in place documented authority 
levels for approving purchase 
orders, invoices and all bank 
transactions.
 Company management
  The executive directors meet 
regularly to monitor and evolve 
the Group’s strategic direction, 
including product offerings and 
routes to market. In addition, the 
chief executive conducts regular 
management meetings to ensure 
that the strategy is cascaded 
throughout the Group’s operations 
and is being acted upon accordingly.
 Risk analysis
  The Group maintains a 
comprehensive risk register. The 
board approves annual updates and 
appropriate risk mitigating action 
plans. 18 NetPlayTV Annual Report & Financial Statements 2011 DIRECTORS’ RESPONSIBILITIES
Directors’ responsibilities
The directors are responsible for 
preparing the annual report and the 
ﬁnancial statements in accordance with 
applicable law and regulations. 
Company law requires the directors 
to prepare ﬁnancial statements 
for each ﬁnancial year. Under that 
law the directors have elected to 
prepare the Group and Company 
ﬁnancial statements in accordance 
with International Financial Reporting 
Standards (IFRSs) as adopted by the 
European Union. Under company law 
the directors must not approve the 
ﬁnancial statements unless they are 
satisﬁed that they give a true and fair 
view of the state of affairs of the Group 
and Company and of the proﬁt or 
loss of the Group for that period. The 
directors are also required to prepare 
ﬁnancial statements in accordance with 
the rules of the London Stock Exchange 
for companies trading securities on the 
Alternative Investment Market. 
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;
 state whether they have been 
prepared in accordance with IFRSs 
as adopted by the European Union, 
subject to any material departures 
disclosed and explained in the finan-
cial statements; and
 prepare the financial statements on 
the going concern basis unless it is 
inappropriate to presume that the 
Company will continue in business.
The directors are responsible for 
keeping adequate accounting records 
that are sufﬁcient to show and explain 
the Company’s transactions and 
disclose with reasonable accuracy 
at any time the ﬁnancial position of 
the Company and enable them to 
ensure that the ﬁnancial statements 
comply with the requirements of the 
Companies Act 2006. They are also 
responsible for safeguarding the assets 
of the Company and hence for taking 
reasonable steps for the prevention 
and detection of fraud and other 
irregularities.
WEBSITE PUBLICATION
The directors are responsible for 
ensuring the annual report and the 
ﬁnancial statements are made available 
on a website. Financial statements 
are published on the Company’s 
website in accordance with legislation 
in the United Kingdom governing 
the preparation and dissemination of 
ﬁnancial statements, which may vary 
from legislation in other jurisdictions. 
The maintenance and integrity 
of the Company’s website is the 
responsibility of the directors. The 
directors’ responsibility also extends 
to the ongoing integrity of the ﬁnancial 
statements contained therein. 19
Independent Auditor’s Report 
to the members of 
NetPlay TV plc 
We have audited the ﬁnancial 
statements of NetPlay TV plc for the 
year ended 31 December 2011 which 
comprise the consolidated statement 
of comprehensive income, the 
consolidated and company statements 
of ﬁnancial position, the consolidated 
and company statement of cash 
ﬂows, the consolidated and company 
statement of changes in equity and the 
related notes. The ﬁnancial reporting 
framework that has been applied in 
their preparation is applicable law 
and International Financial Reporting 
Standards (IFRSs) as adopted by the 
European Union and, as regards the 
parent company ﬁnancial statements, 
as applied in accordance with the 
provisions of the Companies Act 2006. 
This report is made solely to the 
Company’s members, as a body, in 
accordance with Chapter 3 of Part 16 
of the Companies Act 2006. Our audit 
work has been undertaken so that we 
might state to the Company’s members 
those matters we are required to state 
to them in an auditor’s report and for 
no other purpose. To the fullest extent 
permitted by law, we do not accept or 
assume responsibility to anyone other 
than the Company and the Company’s 
members as a body, for our audit work, 
for this report, or for the opinions we 
have formed.
RESPECTIVE RESPONSIBILITIES OF 
DIRECTORS AND AUDITORS
As explained more fully in the 
statement of directors’ responsibilities, 
the directors are responsible for the 
preparation of the ﬁnancial statements 
and for being satisﬁed that they give 
a true and fair view. Our responsibility 
is to audit and express an opinion on 
the ﬁnancial statements in accordance 
with applicable law and International 
Standards on Auditing (UK and Ireland). 
Those standards require us to comply 
with the Auditing Practices Board’s 
(APB’s) Ethical Standards for Auditors. 
SCOPE OF THE AUDIT OF THE 
FINANCIAL STATEMENTS
A description of the scope of an audit 
of ﬁnancial statements is provided on 
the APB’s website at www.frc.org.uk/
apb/scope/private.cfm. 
OPINION ON FINANCIAL 
STATEMENTS
In our opinion: 
 the financial statements give a true 
and fair view of the state of the 
Group’s and the Parent Company’s 
affairs as at 31 December 2011 and 
of the group’s profit for the year 
then ended;
 the Group financial statements 
have been properly prepared in 
accordance with IFRSs as adopted by 
the European Union;
 the Parent Company financial 
statements have been properly 
prepared in accordance with IFRSs 
as adopted by the European Union 
and as applied in accordance with 
the provisions of the Companies Act 
2006; and
 the financial statements have been 
prepared in accordance with the 
requirements of the Companies Act 
2006.
OPINION ON OTHER MATTERS 
PRESCRIBED BY THE COMPANIES 
ACT 2006
In our opinion the information given in 
the directors’ report for the ﬁnancial 
year for which the ﬁnancial statements 
are prepared is consistent with the 
ﬁnancial statements. 
MATTERS ON WHICH WE ARE 
REQUIRED TO REPORT BY 
EXCEPTION
We have nothing to report in respect 
of the following matters where 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.
John Le Poidevin
(senior statutory auditor) 
For and on behalf of BDO LLP, 
statutory auditor 
London 
United Kingdom
23 April 2012
BDO LLP is a limited liability partnership 
registered in England and Wales (with 
registered number OC305127). 20 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL STATEMENTS
Consolidated statement of comprehensive income
FOR THE YEAR ENDED 31 DECEMBER 2011
NOTE YEAR ENDED
31 DECEMBER
2011
YEAR ENDED
31 DECEMBER
2010
  £ 000’s £ 000’s
Revenue 22,272 19,807
Cost of sales (15,316) (16,590)
Gross proﬁt 6,956 3,217
Administrative expenses (6,432) (17,438)
Other income 117 –
Operating proﬁt/(loss) 641 (14,221)
EBITDA* 3,420 (2,779)
Depreciation of property, plant and equipment (901) (877)
Amortisation of intangible assets (1,128) (2,179)
Impairment of goodwill – (97)
Impairment of intangible assets – (4,668)
Exceptional items – (3,211)
Share based payments (750) (410)
Operating proﬁt/(loss)  641 (14,221)
Finance income 9 7 19
Finance costs 10 (6) (24)
Proﬁt/(loss) before taxation 4 642 (14,226)
Income tax 11 – 414
Proﬁt/(loss) from continuing operations 642 (13,812)
Proﬁt from discontinued operations 3 – 104
Proﬁt/(loss) after taxation 642 (13,708)
Other comprehensive income:
Exchange gains arising on translation of foreign operations – 49
Total other comprehensive income – 49
Total comprehensive income  642 (13,659)
Basic proﬁt/(loss) per share
From continuing operations (p) 12 0.23 (6.73)
From discontinued operations (p) 12 – 0.05
  0.23 (6.68)
Diluted proﬁt/(loss) per share
From continuing operations (p) 12 0.22 (6.73)
From discontinued operations (p) 12 – 0.05
  0.22 (6.68)
The notes on pages 27 to 59 form part of these ﬁnancial statements. The Company has taken advantage of section 408 of the 
Companies Act 2006 not to publish its own statement of comprehensive income.
*EBITDA is a non-GAAP, company specific measure and excludes share based payment charges described in note 26 and exceptional charges described in note 6. 
Where not explicitly mentioned, EBITDA refers to EBITDA from continuing operations. 21
Consolidated statement of financial position
AS AT 31 DECEMBER 2011
COMPANY REGISTRATION NUMBER: 03954744 NOTE YEAR ENDED
31 DECEMBER
2011
YEAR ENDED
31 DECEMBER
2010
  £ 000’s £ 000’s
ASSETS
Non-current assets
Property, plant and equipment 14 977 1,790
Goodwill 16 3,617 3,617
Other intangible assets 17 2,148 3,174
Other receivables 20 141 141
Total non-current assets 6,883 8,722
Current assets
Trade and other receivables 20 814 649
Cash and cash equivalents 23 7,940 5,580
Total current assets 8,754 6,229
TOTAL ASSETS 15,637 14,951
EQUITY AND LIABILITIES
Share capital 25 10,679 10,653
Share premium 22,923 22,838
Merger reserve 1,088 1,317
Other reserves 27 (1) 72
Retained earnings (23,991) (25,617)
Total equity 10,698 9,263
Current liabilities
Trade and other payables 21 4,939 5,516
Borrowings 23 – 43
Provisions 22 – 129
Total current liabilities 4,939 5,688
TOTAL EQUITY AND LIABILITIES 15,637 14,951
The notes on pages 27 to 59 form part of these ﬁnancial statements.
These ﬁnancial statements were approved by the board of directors and authorised for issue on 23 April 2012 and signed on 
their behalf by:
C A N Butler
Director 22 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL STATEMENTS
Consolidated statement of cash flows
FOR THE YEAR ENDED 31 DECEMBER 2011
NOTE YEAR ENDED
31 DECEMBER
2011
YEAR ENDED
31 DECEMBER
2010
  £ 000’s £ 000’s
Cash ﬂows from operating activities
Proﬁt /(loss) for the year 642 (13,708)
Adjustments for:
Depreciation and amortisation 2,029 3,103
Impairment of goodwill and other intangible assets – 4,765
Share based payments 750 410
Foreign exchange differences – 136
Loss on disposal of property, plant and equipment 8 101
Proﬁt on disposal of discontinued operation, net of tax – (101)
Finance income 9 (7) (19)
Finance costs 10 6 24
Income tax credit – (414)
(Increase)/decrease in trade and other receivables (165) 3,062
Decrease in trade and other payables (644) (667)
Decrease in provisions 22 (129) (468)
Cash generated from/(used in) operations  2,490 (3,776)
Income taxes received  – 128
Net cash from/(used in) operating activities  2,490 (3,648)
Cash ﬂows from investing activities
Purchase of property, plant and equipment 14 (102) (1,390)
Sale of property, plant and equipment 5 –
Purchase of intangible assets 17 (169) (1,510)
Sale of intangible assets 67 –
Disposal of discontinued operation 3 – 119
Interest received 9 7 19
Net cash used in investing activities (192) (2,762)
Cash ﬂows from ﬁnancing activities 
Proceeds from issuance of ordinary shares, net of issue costs 111 2,441
Cash paid to revoke share options in the Company – (350)
Interest paid 10 (6) (24)
Repayment of borrowings (43) (195)
Net cash from ﬁnancing activities  62 1,872
Net increase/(decrease) in cash and cash equivalents  2,360 (4,538)
Cash and cash equivalents at beginning of period 23 5,580 10,118
Cash and cash equivalents at end of period 23 7,940 5,580
The notes on pages 27 to 59 form part of these ﬁnancial statements. 23
Consolidated statement of changes in equity
FOR THE YEAR ENDED 31 DECEMBER 2011
SHARE 
CAPITAL
SHARE 
PREMIUM
MERGER 
RESERVE
OTHER 
RESERVES
RETAINED 
EARNINGS TOTAL
 £ 000’s £ 000’s £ 000’s £ 000’s £ 000’s £ 000’s
As at 1 January 2010 9,811 21,239 1,317 19 (11,969) 20,417
Loss for the year – – – – (13,708) (13,708)
Other comprehensive income – – – 49 – 49
Total comprehensive income – – – 49 (13,708) (13,659)
Shares issued for:
Cash 833 1,667 – – – 2,500
Employee share options 9 19 – – – 28
Costs of issuing shares – (87) – – – (87)
Options lapsed, exercised or cancelled – – – 4 – 4
Share based payments charge – – – – 410 410
Options revoked for cash consideration – – – – (350) (350)
As at 31 December 2010 10,653 22,838 1,317 72 (25,617) 9,263
Proﬁt for the year – – – – 642 642
Other comprehensive income – – – – – –
Total comprehensive income – – – – 642 642
Shares issued for:
Employee share options 26 85 – – – 111
Share based payments charge – – – – 686 686
Options lapsed, exercised or cancelled – – – – (4) (4)
Disposal of investments (note 19) – – (229) (73) 302 –
As at 31 December 2011 10,679 22,923 1,088 (1) (23,991) 10,698
Other reserves are comprised of the foreign exchange reserve and holdings in the Company’s own shares as shown in note 27.
The notes on pages 27 to 59 form part of these ﬁnancial statements. 24 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL STATEMENTS
Company statement of financial position
AS AT 31 DECEMBER 2011
COMPANY REGISTRATION NUMBER: 03954744 NOTE YEAR ENDED
31 DECEMBER
2011
YEAR ENDED
31 DECEMBER
2010
  £ 000’s £ 000’s
ASSETS
Non-current assets
Property, plant and equipment 15 31 177
Investments 19 5,131 4,534
Other receivables 20 4,117 10,488
Total non-current assets  9,279 15,199
Current assets
Trade and other receivables 20 2,091 642
Cash and cash equivalents 24 4,150 2,253
Total current assets  6,241 2,895
TOTAL ASSETS  15,520 18,094
EQUITY AND LIABILITIES
Share capital 25 10,679 10,653
Share premium 22,923 22,838
Other reserves 28 (1) (1)
Retained earnings (19,530) (16,729)
Total equity  14,071 16,761
Current liabilities
Trade and other payables 21 1,449 1,290
Borrowings 24 – 43
Total current liabilities 1,449 1,333
TOTAL EQUITY AND LIABILITIES  15,520 18,094
The notes on pages 27 to 59 form part of these ﬁnancial statements.
These ﬁnancial statements were approved by the board of directors and authorised for issue on 23 April 2012 and signed on 
their behalf by:
C A N Butler 
Director 25
Company statement of cash flows
FOR THE YEAR ENDED 31 DECEMBER 2011
NOTE YEAR ENDED
31 DECEMBER
2011
YEAR ENDED
31 DECEMBER
2010
  £ 000’s £ 000’s
Cash ﬂows from operating activities
Loss for the year (3,503) (13,144)
Adjustments for:
Depreciation and amortisation 15 146 109
Impairment of investments 11 6,102
Share based payments 91 150
Foreign exchange differences – 6
Loss on disposal of property, plant and equipment – (4)
Finance income (237) (17)
Finance costs 6 1
Income tax – (122)
Decrease/(increase) in trade and other receivables 4,922 (1,167)
Increase in trade and other payables  148 472
Cash generated from/(used in) operations  1,584 (7,614)
Income taxes received – 128
Net cash from/(used in) operating activities  1,584 (7,486)
Cash ﬂows from investing activities
Disposal of subsidiary undertakings 16 –
Purchase of property, plant and equipment (1) (17)
Interest received  236 17
Net cash from in investing activities  251 –
Cash ﬂows from ﬁnancing activities
Proceeds from issuance of ordinary shares, net of issue costs 111 2,441
Cash paid to revoke share options in the Company – (350)
Interest paid (6) (1)
Repayment of borrowings (43) (149)
Net cash from ﬁnancing activities  62 1,941
Net increase/(decrease) in cash and cash equivalents  1,897 (5,545)
Cash and cash equivalents at beginning of period 24 2,253 7,798
Cash and cash equivalents at end of period 24 4,150 2,253
The notes on pages 27 to 59 form part of these ﬁnancial statements. 26 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL STATEMENTS
Company statement of changes in equity
FOR THE YEAR ENDED 31 DECEMBER 2011
SHARE 
CAPITAL
SHARE 
PREMIUM
OTHER 
RESERVES
RETAINED 
EARNINGS TOTAL
 £ 000’s £ 000’s £ 000’s £ 000’s £ 000’s
As at 1 January 2010 9,811 21,239 (5) (3,645) 27,400
Loss and total comprehensive income for the year – – – (13,144) (13,144)
Shares issued for:
Cash 833 1,667 – – 2,500
Employee share options 9 19 – – 28
Costs of issuing shares – (87) – – (87)
Transfers between reserves:
Options lapsed, exercised or cancelled – – 4 – 4
Share based payments:
Charge for the year – – – 150 150
Additions to investments – – – 260 260
Options revoked for cash consideration – – – (350) (350)
As at 31 December 2010 10,653 22,838 (1) (16,729) 16,761
Loss and total comprehensive income for the year – – – (3,503) (3,503)
Shares issued for:
Employee share options 26 85 – – 111
Costs of issuing shares
Share based payment charges:
Charge for the year – – – 91 91
Additions to investments – – – 595 595
Disposal of investment (Spain) – – – 16 16
As at 31 December 2011 10,679 22,923 (1) (19,530) 14,071
Other reserves are comprised of the holdings in the Company’s own shares.
The notes on pages 27 to 59 form part of these ﬁnancial statements. 27
Notes to the financial statements
1.  ACCOUNTING POLICIES
Reporting entity
NetPlay TV plc is a public limited company which is listed on AIM and is incorporated and domiciled in the UK.
The consolidated ﬁnancial statements of the Company for the year ended 31 December 2011 comprise the Company and its 
subsidiaries (together referred to as the ‘Group’ and individually as ‘Group entities’). The Company ﬁnancial statements deal 
with the parent as a standalone entity.
The Group is primarily involved in the provision of TV and internet gambling services.
The following accounting policies have been applied consistently in dealing with items which are considered material in 
relation to the ﬁnancial information of NetPlay TV plc and its subsidiaries.
Basis of preparation
These ﬁnancial statements have been prepared in accordance with International Financial Reporting Standards, International 
Accounting Standards and Interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB), as 
adopted for use in the EU. 
Basis of consolidation
The consolidated ﬁnancial statements include the ﬁnancial statements of the Company and its subsidiary undertakings made 
up to 31 December each year. Control is achieved where the company has the power to govern the ﬁnancial and operating 
policies of an investee entity so as to obtain beneﬁts from its activities.
On acquisition, the assets and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. 
Any excess of the cost of acquisition over the fair values of the identiﬁable net assets acquired is recognised as goodwill. Any 
deﬁciency of the cost of acquisition below the fair values of the identiﬁable net assets acquired is credited to proﬁt or loss in 
the period of acquisition.
The proﬁts or losses of subsidiaries are included in the consolidated statement of comprehensive income. The results of those 
subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income 
from the effective date of acquisition or up to the effective date of disposal, as appropriate.
All intra-group transactions are eliminated on consolidation.
Revenue Recognition
Revenue for the casino & bingo divisions represents gross bets and wagers less player winnings in the ﬁnancial year.
Revenue for the discontinued mobile division (which was discontinued in 2010) is the aggregate amount of revenue derived 
from the provision of end user mobile telephony services supplied to customers. Revenue from mobile telephony services is 
recognised upon delivery of media content.
Dividend income from investments is recognised when the company’s rights to receive payment have been established.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or 
substantively enacted at the date of the statement of ﬁnancial position.
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated 
statement of ﬁnancial position differs from its tax base, except for differences arising on:
 the initial recognition of goodwill;
 the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the 
transaction affects neither accounting or taxable profit; and 28 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL STATEMENTS
Notes to the financial statements
CONTINUED
1.  ACCOUNTING POLICIES (CONTINUED)
 investment in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the 
difference and it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable proﬁt will be available 
against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the 
reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and 
liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:
 the same taxable group company; or
 different group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets 
and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities 
are expected to be settled or recovered.
Pension costs
The Group does not operate a pension scheme for its employees; however it does make contributions to personal pension 
plans. The amount charged to administrative expenses represents the contributions payable to the individuals in respect of 
the accounting period.
Foreign currency
Transactions entered into by Group entities in a currency other than the currency of the primary economic environment in 
which they operate (their “functional currency”) are recorded at the rates ruling when the transactions occur. Foreign currency 
monetary assets and liabilities are translated at the rates ruling at the reporting date. Exchange differences arising on the 
retranslation of unsettled monetary assets and liabilities are recognised immediately in statement of comprehensive income.
On consolidation, the results of overseas operations are translated into sterling at rates approximating to those ruling when 
the transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition 
of those operations, are translated at the rate ruling at the reporting date. Exchange differences arising on translating 
the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other 
comprehensive income and accumulated in the foreign exchange reserve. 
Exchange differences recognised as proﬁt or loss in Group entities’ separate ﬁnancial statements on the translation of long-
term monetary items forming part of the Group’s net investment in the overseas operation concerned are reclassiﬁed to other 
comprehensive income and accumulated in the foreign exchange reserve on consolidation.
On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating 
to that operation up to the date of disposal are transferred to the consolidated statement of comprehensive income as part of 
the proﬁt or loss on disposal.
Exceptional items
Exceptional items include expenditure that the directors believe is of such a size or nature that it should be shown separately 
on the face of the statement of comprehensive income.
Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision 
maker. The chief operating decision maker has been identiﬁed as the chief executive ofﬁcer. The Group’s segments comprise 
casino, bingo and mobile (the mobile segment was discontinued in 2010). 29
1.  ACCOUNTING POLICIES (CONTINUED)
Intangible assets
Goodwill
Goodwill represents the excess of the cost of a business combination over, in the case of business combinations completed 
prior to 1 January 2010, the Group’s interest in the fair value of identiﬁable assets, liabilities and contingent liabilities acquired 
and, in the case of business combinations completed on or after 1 January 2010, the total acquisition date fair value of the 
identiﬁable assets, liabilities and contingent liabilities acquired.
For business combinations completed prior to 1 January 2010, cost comprises the fair value of assets given, liabilities assumed 
and equity instruments issued, plus any direct costs of acquisition. Changes in the estimated value of contingent consideration 
arising on business combinations completed by this date are treated as an adjustment to cost and, in consequence, result in a 
change in the carrying value of goodwill.
For business combinations completed on or after 1 January 2010, cost comprised the fair value of assets given, liabilities 
assumed and equity instruments issued, plus the amount of any non-controlling interests in the acquiree plus, if the business 
combination is achieved in stages, the fair value of the existing equity interest in the acquiree. Contingent consideration is 
included in cost at its acquisition date fair value and, in the case of contingent consideration classiﬁed as a ﬁnancial liability, re-
measured subsequently through proﬁt or loss. For business combinations completed on or after 1 January 2010, direct costs 
of acquisition are recognised immediately as an expense.
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated 
statement of comprehensive income. Where the fair value of identiﬁable assets, liabilities and contingent liabilities exceed the 
fair value of consideration paid, the excess is credited in full to the consolidated statement of comprehensive income on the 
acquisition date.
Customer databases
Externally acquired customer databases are capitalised at cost and are subject to 50% straight-line amortisation. 
Customer databases acquired as part of business combinations are valued by estimating discounted cash ﬂows that will be 
generated by the assets over their lifetime and are subject to 50% straight-line amortisation.
The carrying value of player databases is reviewed when there is an indication of impairment.
Internally generated player databases are not capitalised.
Websites and other development costs
Website and other development expenditure relating to the application and infrastructure development of websites is 
capitalised where the expenditure leads to substantially improved products or processes, the products or processes are 
technically and commercially feasible and the Group has sufﬁcient resources to complete the development. All other 
development expenditure relating to planning, content development and other operational activities is charged to the 
statement of comprehensive income in the period it is incurred. Subsequent expenditure is capitalised only where it clearly 
increases the economic beneﬁts to be derived from the asset to which it relates.
Website expenses are capitalised at cost and are subject to 50% straight-line amortisation. The carrying value of websites is 
reviewed when there is an indication of impairment.
Purchased licences for broadcasting TV channels
Purchased licences for broadcasting TV channels are capitalised at cost and are subject to 10% straight-line amortisation. 
Their carrying value is reviewed when there is an indication of impairment.
Domain names
Externally acquired domain names are capitalised at cost and are subject to 5% straight-line amortisation.
Domain names acquired as part of business combinations are valued by estimating discounted cash ﬂows that will be 
generated by the assets over their lifetime and are subject to 5% straight-line amortisation.
The carrying value of domain names is reviewed when there is an indication of impairment. 30 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL STATEMENTS
Notes to the financial statements
CONTINUED
1.  ACCOUNTING POLICIES (CONTINUED)
Partner relationships
Partner relationships entered into as part of a business combination are valued by estimating discounted cash ﬂows that will 
be generated by the assets over their lifetime and are subject to straight-line amortisation over the life of the relationship. 
Their carrying value is reviewed when there is an indication of impairment.
Internally generated partner relationships are not capitalised.
Investments (Company accounts)
Investments in subsidiary undertakings are stated at the fair value of the consideration paid plus share based payments 
incurred to date. Investments that were acquired prior to the Company’s conversion to IFRS are held at cost, where cost is 
the aggregate of the nominal value of the Company’s shares and the fair value of any other consideration given to acquire the 
share capital of the subsidiary undertakings. Provision is made where there is an impairment in the value of the investment.
Property, plant and equipment
All property, plant and equipment is stated in the statement of ﬁnancial position at historical cost less accumulated 
depreciation and accumulated impairment losses. 
Depreciation is charged so as to write off the cost over their estimated useful lives using the straight-line method of 
depreciation, as follows:
Computer equipment 33.3% straight line
Fixtures & ﬁttings 33.3% straight line
Leasehold improvements Shorter of the unexpired period of the lease and the estimated useful 
economic life of the assets
The gain or loss arising on disposal of an asset is determined as the difference between the sales proceeds and the carrying 
amount of the asset and is expensed to proﬁt or loss for the period.
Leasing
Leases are classiﬁed as ﬁnance leases whenever the terms of the lease transfer substantially all of the risks or rewards of 
ownership to the lessee. All other leases are classiﬁed as operating leases.
Rental payments under operating leases are charged to proﬁt or loss on a straight-line basis over the term of the lease.
Where substantially all of the risks and rewards incidental to ownership of a leased asset have been transferred to the Group 
(“a ﬁnance lease”), the asset is treated as if it had been purchased outright. 
Financial instruments
Financial instruments are classiﬁed and accounted for, according to the substance of the contractual arrangement, as either 
ﬁnancial assets, ﬁnancial liabilities or equity instruments.
Financial assets
Financial assets held by the Group consist of loans and receivables.
Loans and receivables are non-derivative ﬁnancial assets with ﬁxed or determinable payments that are not quoted in an active 
market. They arise principally through the provision of services to customers, but also incorporate other types of contractual 
monetary asset. They are initially recognised at fair value plus transaction costs that are directly attributable to their 
acquisition or issue, and are subsequently carried at cost less impairment provisions.
Impairment provisions are recognised when there is objective evidence (such as signiﬁcant ﬁnancial difﬁculties on the part 
of the counterparty or default or signiﬁcant delay in payment) that the Group will be unable to collect all of the amounts due 
under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the 
present value of the future expected cash ﬂows associated with the impaired receivable. Trade receivables are reported net of  31
impairment provisions, with impairment losses being recognised within administrative expenses in the consolidated statement 
of comprehensive income. On conﬁrmation that the trade receivable will not be collectable, the gross carrying value of the 
asset is written off against the associated provision.
The Group’s loans and receivables comprise trade and other receivables and cash and cash equivalents in the consolidated 
statement of ﬁnancial position. Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short 
term highly liquid investments with original maturities of three months or less and, for the purpose of the statement of cash 
ﬂows, bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the consolidated statement of 
ﬁnancial position.
Financial liabilities
Financial liabilities held by the Group consist of bank overdrafts, trade payables and other short-term monetary liabilities.
Financial liabilities are initially recognised at fair value net of any transaction costs directly attributable to the issue of the 
instrument and subsequently at amortised cost.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its 
liabilities.
The Company’s ordinary shares are classiﬁed as equity instruments.
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is 
probable that an outﬂow of resources embodying economic beneﬁts will be required to settle the obligation and a reliable 
estimate of the amount of the obligation can be made. Provisions for onerous contracts are recognised when the expected 
beneﬁts to be derived from contracts are less than the unavoidable cost of meeting the obligations under the contracts. 
Provisions are measured at the present value of the amounts that are expected to be paid to settle the obligations.
Share based payments
Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to 
the consolidated statement of comprehensive income over the vesting period.
Where equity settled share options are awarded to parties other than employees in exchange for services performed, the 
fair value of the options at the date of grant is charged to the consolidated statement of comprehensive income over the 
expected lifetime of the services received by the Group.
Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at 
each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of 
options that eventually vest. Non-vesting conditions and market vesting conditions are considered when calculating the fair 
value of the options granted.
The fair value of share options issued without market-based vesting conditions is measured by the application of the Black-
Scholes option pricing model by reference to the grant date of the options. The fair value of share options issued with market-
based vesting conditions is measured by use of the Monte Carlo method.
Capital management
The Group had a relatively small amount of debt in 2010 which was repaid in 2011. The group is therefore now funded entirely 
though shareholders funds.
When ﬁnancing is required the board will consider whether debt or equity ﬁnancing is more appropriate and proceed 
accordingly. The Group is not subject to any externally imposed capital requirements.
1.  ACCOUNTING POLICIES (CONTINUED) 32 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL STATEMENTS
Notes to the financial statements
CONTINUED
1.  ACCOUNTING POLICIES (CONTINUED)
Critical accounting estimates and judgements
Estimates and judgements are based on historical experience, expectations of future events, and other factors deemed to be 
relevant in the circumstances.
Valuation of goodwill and other intangible assets acquired with business combinations
Identiﬁed intangible assets and goodwill are capitalised at fair value when entering into a business combination. Establishing 
the fair value of the assets generally requires use of a technique such as discounting expected future cash ﬂows.
Any process which attempts to estimate future outcomes is subject to uncertainty. Where it is believed that the estimation 
uncertainty can give rise to material differences in asset carrying values, this will be stated in the relevant notes to the ﬁnancial 
statements.
Impairment of goodwill and other intangible assets
Goodwill and other intangible assets are reviewed for impairment and their values are written-down on the basis of the 
Group’s expectations of future economic beneﬁts expected to be received by the group.
Any process which attempts to estimate future outcomes is subject to uncertainty. Where it is believed that the estimation 
uncertainty can give rise to material differences in asset carrying values, this will be stated in the relevant notes to the ﬁnancial 
statements.
Standards and interpretations
None of the new standards, interpretations and amendments, which are effective for periods beginning after 1 January 2011 
are expected to have a material effect on the Group’s future ﬁnancial statements.
2.  SEGMENTAL INFORMATION
Description of the types of products and services from which each reportable segment derives its revenues
The Group has reportable segments as follows:
 Casino – this division consists of online casino products. The brands operated in this division are Supercasino.com and 
Jackpot247.com which are aggregated into one reportable segment.
 Bingo – this division runs a number of different online bingo websites operating in the UK and Europe.
 Mobile – this division was discontinued in 2010. Its results are included within note 3.
Factors that management used to identify the Group’s reportable segments
The Group’s reportable segments are strategic business units that offer different products and services. Each segment 
has its own management team. These divisions are managed separately because each business requires different software 
technology and marketing strategies. 
Measurement of operating segment profit or loss, assets and liabilities
The accounting policies of the operating segments are the same as those described in the summary of signiﬁcant accounting 
policies. The Group evaluates performance on the basis of segment EBITDA which is deﬁned as the segment proﬁt or loss 
excluding segment depreciation and amortisation and non-recurring losses, such as exceptional items, intangible asset 
impairment, and the effects of share-based payments. Head ofﬁce costs not derived from operations of any segment and are 
only disclosed in total.
During the year, the Group traded in the following geographical segments: 
 UK (comprising Supercasino.com, Jackpot247.com, and an element of the Bingos.com service) 
 The British Virgin Islands which holds Bingo Domain Names.
 The ‘rest of the world’ segment includes Italy, Spain, Poland and Sweden (comprising an element of the Bingos.com service). 33
2.  SEGMENTAL INFORMATION (CONTINUED)
CASINO
2011
BINGO
2011
TOTAL
2011
 £ 000’s £ 000’s £ 000’s
Income statement items
Revenue from external customers 20,593 1,679 22,272
Other costs (17,908) (1,673) (19,581)
Segment proﬁt 2,685 6 2,691
Other income 117
Head ofﬁce costs (1,417)
Share Based payments (750)
Finance income 7
Finance cost (6)
Tax   –
Proﬁt after tax  642
Less tax –
Less discontinued operations  –
Proﬁt before tax and discontinued operations  642
Reconciliation to EBITDA
CASINO
2011
BINGO
2011
TOTAL
2011
 £ 000’s £ 000’s £ 000’s
Segment proﬁt 2,685 6 2,691
Depreciation and amortisation 1,920 109 2,029
Segment EBITDA 4,605 115 4,720
Other Income 117
Head ofﬁce costs  (1,417)
EBITDA  3,420
Statement of ﬁnancial position items
CASINO
2011
BINGO
2011
TOTAL
2011
 £ 000’s £ 000’s £ 000’s
Assets
Non-current assets 5,069 1,814 6,883
Current assets 8,667 87 8,754
Total assets 13,736 1,901 15,637
Liabilities
Current liabilities 4,864 75 4,939
Total liabilities 4,864 75 4,939 34 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL STATEMENTS
Notes to the financial statements
CONTINUED
2.  SEGMENTAL INFORMATION (CONTINUED)
CASINO
2010
BINGO
2010
MOBILE
2010
TOTAL
2010
 £ 000’s £ 000’s £ 000’s £ 000’s
Income statement items
Revenue from external customers 17,357 2,450 – 19,807
Other costs (26,172) (5,978) – (32,150)
Discontinued operations – – 104 104
Segment loss (8,815) (3,528) 104 (12,239)
Head ofﬁce costs (1,468)
Share based payments (410)
Finance income 19
Finance cost (24)
Tax   414
Loss after tax (13,708)
Less tax (414)
Less discontinued operations   (104)
Loss before tax and discontinued operations   (14,226)
Reconciliation to EBITDA
CASINO
2010
BINGO
2010
SUBTOTAL
2010
MOBILE
2010
TOTAL
2010
 £ 000’s £ 000’s £ 000’s £ 000’s £ 000’s
Segment loss (8,815) (3,528) (12,343) 104 (12,239)
Depreciation and amortisation 2,772 284 3,056 46 3,102
Impairment of assets 1,504 3,261 4,765 – 4,765
Exceptional items 2,896 315 3,211 31 3,242
Segment EBITDA (1,643) 332 (1,311) 181 (1,130)
Other income –
Head ofﬁce costs    (1,468)
EBITDA from continuing and discontinuing operations (2,598)
Less EBITDA from discontinuing operations    (181)
EBITDA from continuing operations    (2,779)
Statement of ﬁnancial position items
CASINO
2010
BINGO
2010
MOBILE
2010
TOTAL
2010
 £ 000’s £ 000’s £ 000’s £ 000’s
Assets
Non-current assets 6,802 1,920 – 8,722
Current assets 6,069 143 17 6,229
Total assets 12,871 2,063 17 14,951
Liabilities
Current liabilities (5,544) (60) (84) (5,688)
Total liabilities (5,544) (60) (84) (5,688) 35
2.  SEGMENTAL INFORMATION (CONTINUED)
Geographical information 
EXTERNAL REVENUE BY 
LOCATION OF CUSTOMERS
NON–CURRENT ASSETS BY 
LOCATION OF ASSETS
2011 2010 2011 2010
 £ 000’s £ 000’s £ 000’s £ 000’s
United Kingdom including Channel Islands 21,790 19,090 5,070 6,802
British Virgin Islands – – 1,813 1,920
Rest of the World 482 717 – –
 22,272 19,807 6,883 8,722
3. DISCONTINUED OPERATIONS
There were no discontinued operations in the ﬁnancial year up to 31 December 2011.
On 26 November 2010, the Group disposed of the ‘Lucky Numbers’ and ‘Grab a Grand’ SMS-based subscription services 
for initial cash consideration of £100,000 and contingent cash consideration of up to £50,000 dependent on performance 
conditions. At the reporting date £19,000 of the contingent consideration had accrued.
As a result of the above transaction, discontinued operations comprise the ‘Mobile’ business segment as reported in past 
annual reports.
The post-tax gain on disposal of discontinued operations was determined as follows:
 £ 000’s
Sale proceeds 119
 119
Net assets disposed:
Property, plant and equipment (6)
Intangible assets (12)
 (18)
Pre-tax gain on disposal of discontinued operations 101
 101
Analysis of the result of discontinued operations is as follows:
2011 2010
 £ 000’s £ 000’s
Revenue – 918
Cost of sales – (696)
Administrative expenses – (219)
Gain from sale of discontinued operations after tax – 101
Proﬁt for the year – 104 36 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL STATEMENTS
Notes to the financial statements
CONTINUED
3. DISCONTINUED OPERATIONS (CONTINUED)
Analysis of the cash ﬂows of discontinued operations is as follows:
2011 2010
 £ 000’s £ 000’s
Proﬁt/(loss) for the year – 104
Adjustments for:
Depreciation and amortisation – 47
Proﬁt on disposal of discontinued operation, net of tax – (101)
Decrease in trade and other receivables – 514
Decrease in trade and other payables – (182)
Net cash from operating activities – 382
Purchase of property, plant and equipment – (7)
Disposal of discontinued operation – 119
Net cash from investing activities – 112
Repayment of borrowings – (8)
Net cash used in ﬁnancing activities – (8)
Net cash ﬂows from discontinued operations – 486
4. PROFIT BEFORE TAXATION
2011 2010
 £ 000’s £ 000’s
Proﬁt /(loss) before taxation is stated after charging:
Depreciation of property, plant and equipment 901 877
Amortisation of intangible assets 1,128 2,179
Impairment of goodwill – 97
Impairment of intangible assets – 4,668
Exceptional items (see note 6) – 3,211
Equity settled share based payments 750 410
Research and development 148 760
Loss on disposal of property, plant and equipment 8 101
Operating lease rentals: land and buildings 424 395
Net losses on foreign currency translation 19 132
5. AUDITORS’ REMUNERATION
2011 2010
 £’000’s £’000’s
Auditing of the ﬁnancial statements pursuant to legislation 69 70
Other services supplied in pursuant to such legislation 5 15
Other services relating to taxation 39 59
All other services – 13
 113 157 37
6. EXCEPTIONAL ITEMS
2011 2010
 £ 000’s £ 000’s
Aborted projects and restructuring costs – 727
One-off payment to settle VAT liabilities – 211
Onerous contracts – 2,273
 – 3,211
There were no exceptional items disclosed in the ﬁnancial year up to 31 December 2011.
Aborted projects and restructuring costs include items of expenditure arising from strategic decisions which affect the 
Group’s direction. This category of expenses includes items such as ofﬁce closure costs and staff redundancies.
Onerous contracts relate to TV airtime and distribution agreements entered into by the Group which have become loss-
making. Since the Group has been able to establish itself with signiﬁcant presence on terrestrial channels, it rendered 
obsolete some of the existing airtime agreements on non-terrestrial platforms, such as Freeview and Freesat.
7. DIRECTORS’ REMUNERATION
Directors’ remunerations for the year ended 31 December 2011:
SALARY AND FEES
2011
CONTRIBUTIONS
TO PERSONAL 
PENSION PLANS
2011
PERFORMANCE 
RELATED 
BONUS
2011
TOTAL 
EMOLUMENTS
2011
TOTAL 
EMOLUMENTS
2010
 £ 000’s £ 000’s £ 000’s £ 000’s £ 000’s
Executive
C A N Butler
1
104 27 54 185 105
N L Halverson –––– 75
M J Higginson –––– 167
G Templer
2
29 4 – 33 80
G R Whyte –––– 136
Non-Executive
C Jones CBE 40 – – 40 40
A C Lapping 20 – – 20 20
T S Mickley 20 – – 20 5
G P Stevens 25 – – 25 20
 238 31 54 323 648
1
 C A N Butler’s performance related bonus was paid into his personal pension plan.
2
 Salary and fees are shown to date of resignation.
 
During the year retirement beneﬁts were accruing to two directors (2010: two directors) in respect of money purchase pension 
schemes.
There were no other long term beneﬁts payable to directors. The aggregate share-based payments charge in relation key 
management personnel compensation is £87,000 (2010: £119,000). The aggregate social security payments in relation to key 
management personnel compensation is £23,000 (2010: £44,000). 38 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL STATEMENTS
Notes to the financial statements
CONTINUED
7. DIRECTORS’ REMUNERATION (CONTINUED)
Directors’ interests in long-term incentive plans
The directors’ interests in share options, over ordinary shares in the company, were as follows:
OPTIONS OVER ORDINARY SHARES OF 1P EACH
SHARE 
OPTIONS AT 
BEGINNING 
OF YEAR
EXERCISED 
DURING THE 
YEAR
LAPSED
 DURING THE 
YEAR
SURRENDERED 
DURING THE 
YEAR
SHARE 
OPTIONS AT 
END OF YEAR
EXERCISE 
PRICE EXERCISE
 NUMBER NUMBER NUMBER NUMBER NUMBER PENCE PERIOD
G P Stevens* 250,000 – – (250,000) – 23.25 30/04/2010 – 29/04/2017
A C Lapping* 250,000 – – (250,000) – 23.25 30/04/2010 – 29/04/2017
C A N Butler 4,662,077 – 4,662,077 4.28
18/11/2011 – 17/11/2020
C Jones CBE 200,000 – – – 200,000 4.28
A C Lapping 166,666 – – – 166,666 4.28
G P Stevens 166,666 – – – 166,666 4.28
G Templer** 933,333 – (933,333) – – 4.28
C A N Butler 4,662,077 (1,000,000) – – 3,662,077 4.28
18/10/2011 – 17/11/2020
C Jones CBE 200,000 – – – 200,000 4.28
A C Lapping 166,667 – – – 166,667 4.28
G P Stevens 166,667 – – – 166,667 4.28
G Templer** 933,333 – (933,333) – – 4.28
C A N Butler 4,662,078 – – – 4,662,078 4.28 From the date that the 
20 working–day average 
share price is greater than 
or equal to 11 pence, until 
17/11/2020
C Jones CBE 200,000 – – – 200,000 4.28
A C Lapping 166,667 – – – 166,667 4.28
G P Stevens 166,667 – – – 166,667 4.28
G Templer** 933,334 – (933,334) – – 4.28
 18,886,232 (1,000,000) (2,800,000) (500,000) 14,586,232  
* Options surrendered on 15 February 2011.
** Options lapsed on 31 March 2011
C A N Butler made a £49,000 (2010: £nil) gain on the exercise of share options. 
The options were granted in accordance with the terms and conditions laid out in the Company Share Option Scheme rules.
The market price of the NetPlay TV plc ordinary shares at 31 December 2011 was 8.75p (31 December 2010: 7.30p) and the 
range during the ﬁnancial year was from 6.24p to 9.73p (2010: 4.00p to 28.00p).
8. STAFF NUMBERS AND COST
The average number of persons, including executive directors, during the period was:
2011 2010
 NUMBER NUMBER
Operational 40 56
Customer Care 11 14
Marketing 12 7
Management and Administrative 17 20
 80 97 39
8. STAFF NUMBERS AND COST (CONTINUED)
The aggregate payroll costs for these persons is as follows:
2011 2010
 £ 000’s £ 000’s
Wages and salaries 2,422 3,781
Social security costs 203 387
Pension contributions 52 52
 2,677 4,220
The Group makes contributions to individual employees’ personal pension plans. The assets of the individual schemes are held 
separately from those of the group in independently administered funds. The pension cost charge for the year was £52,000 
(2010: £52,000). Of this amount, £3,000 (2010: £1,000) is included within other payables at 31 December 2011.
Key management personnel are deﬁned for the purpose of disclosure under IAS 24: Related Party Disclosures as the members 
of the board. Details of their remuneration can be found in note 7.
9. FINANCE INCOME
2011 2010
 £ 000’s £ 000’s
Bank interest 7 19
10. FINANCE COSTS
2011 2010
 £ 000’s £ 000’s
Other interest 6 24
11. INCOME TAX
2011 2010
 £ 000’s £ 000’s
Current tax
Adjustment in respect of prior years – (122)
Total current tax credit – (122)
Deferred tax (note 18) – (292)
Tax credit from continuing operations – (414)
Tax charge from discontinued operations – –
Total tax credit – (414) 40 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL STATEMENTS
Notes to the financial statements
CONTINUED
11. INCOME TAX (CONTINUED)
Factors affecting the tax expense for the year
The tax assessed in the year differs from the standard rate of corporation tax in the UK of 26.5% (2010: 28%). The differences 
are explained below:
2011 2010
 £ 000’s £ 000’s
Proﬁt/(loss) for the year 642 (13,708)
Tax charge (including discontinued operations) – (414)
Loss before tax 642 (14,122)
Tax at the UK corporation tax rate of 26.5% (2010: 28%) 170 (3,954)
Effects of:
Expenses not deductible for tax purposes 452 101
Release of deferred tax liabilities – (292)
Tax rate differences – 2,835
Adjustment in respect of prior years – (122)
Unrelieved losses carried forward – 1,018
Brought forward trading losses utilised in the year (622) –
Tax credit for the year – (414) 41
12. EARNINGS PER SHARE
YEAR 
ENDED
31 DECEMBER
2011
YEAR 
ENDED
31 DECEMBER
2010
 £ 000’s £ 000’s
Proﬁt/(loss) attributable to shareholders
Proﬁt/(loss) after taxation from continuing operations 642 (13,812)
Proﬁt/(loss) after taxation from discontinued operations – 104
 
NUMBER OF 
SHARES
NUMBER OF 
SHARES
Weighted average numbers of ordinary shares in issue 280,047,424 205,180,118
Dilutive effect of shares under option 8,954,953 2,889,026
Weighted average numbers of dilutive ordinary shares 289,002,377 208,069,144
 
PENCE PER 
SHARE
PENCE PER 
SHARE
Earnings/(loss) per share (EPS)
From continuing operations 0.23 (6.73)
From discontinued operations – 0.05
 0.23 (6.68)
Diluted earnings/(loss) per share
From continuing operations 0.22 (6.73)
From discontinued operations – 0.05
 0.22 (6.68)
The effect of the loss in 2010 is anti-dilutive and so in accordance with the IAS 33 the diluted loss per share is equal to the 
basic loss per share.  42 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL STATEMENTS
Notes to the financial statements
CONTINUED
12. EARNINGS PER SHARE (CONTINUED)
Adjusted Earnings per Share
The Directors believe that EPS calculated using net cash generated from operating activities better reﬂects the underlying 
performance of the business and assists in providing a clearer view of the performance of the Group. It is also a performance 
measure used internally to manage the operations of the business.
YEAR
ENDED
31 DECEMBER
2011
YEAR 
ENDED
31 DECEMBER
2010
NET CASH GENERATED FROM OPERATING ACTIVITIES ATTRIBUTABLE TO SHAREHOLDERS £ 000’s £ 000’s
from continuing operations 2,493 (4,030)
from discontinued operations – 382 
ADJUSTED EARNINGS/(LOSS) PER SHARE
PENCE PER 
SHARE
PENCE PER 
SHARE
From continuing operations 0.89 (1.96)
From discontinued operations – 0.19 
 0.89 (1.77)
ADJUSTED DILUTED EARNINGS/(LOSS) PER SHARE
PENCE PER 
SHARE
PENCE PER 
SHARE
From continuing operations 0.86 (1.96)
From discontinued operations – 0.19 
 0.86 (1.77)
13. LOSS FOR THE YEAR
As permitted by section 408 of the Companies Act 2006, the Parent Company’s income statement has not been included in 
these ﬁnancial statements. The Parent Company’s loss after tax for the year was £3,504,000 (2010: £13,144,000). 43
14. PROPERTY, PLANT AND EQUIPMENT – GROUP 
LEASEHOLD 
IMPROVEMENTS
COMPUTER 
EQUIPMENT FIXTURES & FITTINGS TOTAL
 £ 000’s £ 000’s £ 000’s £ 000’s
Cost
As at 1 January 2010 462 2,158 286 2,906
Exchange differences – (7) (3) (10)
Additions 31,356311,390
Disposal – (931) (152) (1,083)
As at 31 December 2010 465 2,576 162 3,203
Exchange differences
Additions –939102
Disposals – (107) (1) (108)
As at 31 December 2011 465  2,562  170  3,197 
Depreciation
As at 1 January 2010 174 1,151 158 1,483
Exchange differences – (7) (3) (10)
Charge in the year 60 746 73 879
Disposal – (797) (142) (939)
As at 31 December 2010 234 1,093 86 1,413
Exchange differences –  –  –  – 
Charge in the year 132 727 42 901
Disposals  – (93) (1) (94)
As at 31 December 2011 366  1,727  127  2,220 
Net book value
As at 31 December 2011 99  835  43  977 
As at 31 December 2010 231 1,483 76 1,790
The net book value of assets held under ﬁnance leases and hire purchase contracts, included above, are as follows:
2011 2010
 £ 000’s £ 000’s
Computer equipment – 75  44 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL STATEMENTS
Notes to the financial statements
CONTINUED
15. PROPERTY, PLANT AND EQUIPMENT – COMPANY
LEASEHOLD 
IMPROVEMENTS
COMPUTER 
EQUIPMENT FIXTURES & FITTINGS TOTAL
 £ 000’s £ 000’s £ 000’s £ 000’s
Cost 299 187 150 636
As at 1 January 2010 – 8 9 17
Additions –(21)(91)(112)
Disposals – – – –
As at 31 December 2010 299 174 68 541
Additions  – 1 – 1 
Disposals – (11) (1) (12)
As at 31 December 2011 299  164 67  530 
Depreciation
As at 1 January 2010 168 73 122 363
Charge in the year 27 60 22 109
Disposals – (18) (90) (108)
As at 31 December 2010 195 115 54 364
Charge in the year 98 38 10 146
Disposals – (10) (1) (11)
As at 31 December 2011 293  143  63  499 
Net book value
As at 31 December 2011 6  21  4  31
As at 31 December 2010 104 59 14 177
16. GOODWILL
There were no changes to goodwill during the year. The changes to goodwill shown below relate to 2010.
 £ 000’s
Cost
As at 1 January 2010 4,533
Disposals (916) 
As at 31 December 2010 and 2011 3,617
Impairment
As at 1 January 2010 819
Charge in the period 97
Disposals (916)
As at 31 December 2010 and 2011 –
Net book value
As at 31 December 2010 and 2011 3,617
£2,564,000 of goodwill arose on the acquisition of NetPlay TV Services Limited and NetPlay TV Broadcasting Limited in 
December 2006. 45
16. GOODWILL (CONTINUED)
The recoverable amount of the SuperCasino cash generating unit, to which the goodwill was allocated, has been determined 
using a value in use calculation. 
The calculation of value in use is based on several assumptions which feed into a forecast model based on past player 
behaviour. The key assumptions of the forecast were as follows:
 number of new player depositing registrations;
 rate of retention of existing players; 
 spending patterns of players; 
 cost per acquisition (CPA) from different acquisition sources;
 the growth rate applied to cash flows arising after the end of approved budgets; and
 the discount rate applied to cash flows.
The above assumptions are based on past experience, as considered appropriate for any external inﬂuences. For example a 
planned increase of marketing activity or TV airtime would be expected to increase player registrations.
Management forecasts cover a 12-month period and, beyond that, a growth rate of 2% is applied to cash ﬂows up to 
60 months. A discount rate of 19.8% has been used.
The directors do not believe that any reasonably possible change in key assumptions would lead to impairment of the carrying 
amount of the SuperCasino cash generating unit.
£1,050,000 of goodwill arose on the business combination due to the acquisition of certain assets from Two Way Gaming 
Limited (“TWG”) and the simultaneously entering into production and gaming contract with VMTV to operate the Jackpot247 
Service.
The calculation of value in use is based on several assumptions which feed into a forecast model based on past player 
behaviour. The key assumptions of the forecast were as follows:
 number of new player registrations;
 rate of retention of existing players; 
 spending patterns of players;
 the growth rate applied to cash flows arising after the end of approved budgets; and
 the discount rate applied to cash flows.
The above assumptions are based on past experience, adjusted as considered appropriate for any external inﬂuences. For 
example a planned increase of marketing activity or TV airtime would be expected to increase player registrations.
Management forecasts cover a 12-month period, beyond that no growth is applied to cash ﬂows. A discount rate of 19.8% has 
been used.
In 2010 the Group disposed of mobile-based SMS subscription quiz services resulting in an impairment charge of £97,000 to 
the income statement and the £916,000 disposal of goodwill cost and accumulated impairment. 46 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL STATEMENTS
Notes to the financial statements
CONTINUED
17. INTANGIBLE ASSETS
CUSTOMER 
DATABASES
DOMAIN 
NAMES
WEBSITES
AND OTHER
DEVELOP-
MENT
TV CHANNEL 
LICENCE
PARTNER 
RELATION-
SHIPS TOTAL
 £ 000’s £ 000’s £ 000’s £ 000’s £ 000’s £ 000’s
Cost
As at 1 January 2010 2,324 5,476 2,163 494 2,179 12,636
Additions 1,470 27 13 – – 1,510
Disposals (320) – (2,071) – (1,182) (3,573)
As at 31 December 2010 3,474 5,503 105 494 997 10,573
Additions 14 98 57 – – 169
Disposals – – – (494) – (494)
As at 31 December 2011 3,488  5,601  162  –  997 10,248
Amortisation
As at 1 January 2010 1,273 656 1,798 82 254 4,063
Impairment – 2,686 – 315 1,667 4,668
Amortisation charge 1,346 229 361 30 258 2,224
Disposals (312) – (2,062) – (1,182) (3,556)
As at 31 December 2010 2,307 3,571 97 427 997 7,399
Amortisation charge 987  112  29 – – 1,128 
Disposals – – – (427) – (427)
As at 31 December 2011 3,294  3,683  126  –  997  8,100 
Net book value
As at 31 December 2011 194  1,918  36  –  –  2,148 
As at 31 December 2010 1,167 1,932 8 67 – 3,174
The Group holds several highly desirable domain names which were acquired as part of the Bingos transaction in 2008, 
some of which being .de, .fr and .it domains, are particularly attractive for use in the German, French and Italian markets 
respectively. 
During the year, the directors of the company have considered any indications of impairment and have come to the conclusion 
that there are none.
In 2010, it became apparent that legislation in France and Italy would restrict these domain names from being utilised to 
their full potential. Following an impairment review which took place in 2010 that considered the likely income that would 
be generated from selling or leasing the domain names the decision was taken to reduce the carrying value of a number of 
individual domain names by a total of £2,686,000.
In March 2010 the Group acquired the full rights to the Challenge Jackpot database from Virgin Media Television (“VMTV”). 
As part of this transaction the terms of the production agreement were amended and consequently an impairment charge of 
£985,000 had been expensed in the income statement to fully-impair the asset. In June 2010, notice was given that as of 31 
December 2010 NetPlay TV would cease broadcasting the Challenge Jackpot service on VMTV. Consequently the directors 
re-assessed the value of the VMTV contract as of the date of notice and as at 31 December 2010 the full remainder of the 
carrying value of £682,000 has been impaired. Therefore the total impairment charge in 2010 in relation to the VMTV contract 
was £1,667,000. 47
18. DEFERRED TAX
INTANGIBLE 
ASSETS TOTAL
 £ 000’s £ 000’s
Deferred tax asset as at 1 January 2010 (292) (292)
Credits to the income statement 292 292
Deferred tax liability as at 31 December 2010 and 2011 – –
At the year end the Group had unused tax losses of £6,556,059 (2010: £7,177,697) available for offset against future proﬁts. No 
deferred tax asset has been recognised in respect of these losses given the Group’s track record at this time, future deferred 
tax assets will be recognised when the Group has established a track record of expected future taxable proﬁt.
19. NON-CURRENT ASSET INVESTMENTS 
YEAR ENDED
31 DECEMBER
2011
YEAR ENDED
31 DECEMBER
2010
COMPANY £ 000’s £ 000’s
Investment in subsidiary undertakings
As at 1 January  4,534 10,376
Additions 624 260
Impairment (11) (6,102)
Disposal (16) –
As at 31 December  5,131 4,534
During the year the Company increased its investment in subsidiary undertakings by increasing its capital contribution due 
to Group share based payment arrangements between the parent and its subsidiary. The company impaired its investment 
in NetPlay TV Services Ltd by £11,000 as the company ceased trading in 2010. The company disposed of its investment in 
NetPlay TV Spain SL during the year. 
Mobileworkﬂow Limited a dormant subsidiary in 2010 was formally dissolved in 2011. The movement in reserves represents 
the transfer of Mobileworkﬂow Limited’s merger reserve to retained earnings.
An impairment charge of £3,747,202 was realised in the Company’s 2010 accounts against the carrying value of its investment 
in NetplayTV Marketing BVI Ltd. The trigger event for this impairment was the impairment of domain names by the directors 
of NetplayTV Marketing BVI Ltd explained in note 17. In considering the fair value of the investment the directors took 
into account both the market value of the subsidiary and net asset value and decided the most appropriate method of 
calculating the fair value of its investment to be the net asset value. The impairment charge was therefore realised to bring 
the investment value in-line with the net asset value of NetplayTV Marketing BVI Ltd. Impairment charges were also realised 
in 2010, for the full carrying value of investments in Netlay (Malta) Ltd, Netplay TV Spain SL, NetplayTV Services Ltd and 
NetplayTV Mobile Ltd for the amounts of £87,999, £139,840, £1,701,730 and £426,000 respectively. The trigger event for 
these impairment charges were the companies all ceasing to trade during the year. As all four subsidiary companies had net 
liabilities at the year end the directors considered the fair value of these investments as nil. 48 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL STATEMENTS
Notes to the financial statements
CONTINUED
19. NON-CURRENT ASSET INVESTMENTS (CONTINUED)
The Company has investments in the ordinary shares of the following subsidiary undertakings, all of which are included in the 
consolidation:
 RESIDENCE PRINCIPAL ACTIVITY SHAREHOLDING
NetPlay TV Services Limited UK TV and online gambling 100%
NetPlay (Malta) Limited Malta TV and online gambling 100%
NetPlay TV Group Limited Alderney TV and online gambling 100%
NetPlay TV Broadcasting Limited UK TV broadcasting 100%
NetPlay TV Mobile Limited UK Premium charged telephony services 100%
NetPlay TV Marketing Services Limited UK Marketing services 100%
NetPlay TV Marketing BVI Limited BVI Marketing services 100%
NetPlay IP Limited BVI Dormant 100%
20. TRADE AND OTHER RECEIVABLES
Included within non-current assets
GROUP
2011
GROUP
2010
COMPANY
2011
COMPANY
2010
 £ 000’s £ 000’s £ 000’s £ 000’s
Receivables from subsidiaries – – 3,976 10,347
Other receivables 141 141 141 141
  141 141 4,117 10,488
Included within current assets
GROUP
2011
GROUP
2010
COMPANY
2011
COMPANY
2010
 £ 000’s £ 000’s £ 000’s £ 000’s
Trade receivables 134 134 10 –
Receivables from subsidiaries – – 1,932 503
Prepayments and accrued income 594 322 92 139
Other receivables 86 193 57 –
 814 649 2,091 642
The Group and Company do not have any receivables that are past due.
During 2010 as part of an overall Group restructure the Company took the commercial decision to reclassify certain 
intercompany receivables as non-current assets and to consider them as part of long term ﬁnancing arrangements. 49
21. TRADE AND OTHER PAYABLES
GROUP
2011
GROUP
2010
COMPANY
2011
COMPANY
2010
 £ 000’s £ 000’s £ 000’s £ 000’s
Trade payables 1,385 1,567 74 214
Amounts owed to group undertakings – – 543 549
Other taxes and social security 54 25 15 (62)
Accruals and deferred income 1,916 2,581 663 481
Customer funds held 1,242 1,080 – –
Other payables 342 263 154 108
  4,939 5,516 1,449 1,290
22. PROVISIONS
2011 2010
 £ 000’s £ 000’s
As at 1 January 129 597
Provisions made in the year – 129 
Provisions utilised in the year (129) (597)
As at 31 December – 129 
All provisions relate to onerous TV airtime contracts.
The provision held as at 31 December 2010 was fully utilised by 31 December 2011 and no further provisions were required.
23. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT – GROUP
Treasury management
The Group’s ﬁnancial instruments comprise cash, along with various items, such as trade receivables and payables. 
The main risks arising from the Group’s ﬁnancial instruments are liquidity risk, credit risk and market risk. The board reviews 
and agrees policies for managing these risks and the policies adopted have been applied throughout the year and since the 
year end.
Liquidity risk
The Group’s policy is to ensure that it will always have sufﬁcient cash to allow it to meet its liabilities when they become due. 
Customer funds are kept in dedicated client accounts, separately from the Group’s operational bank accounts in order to 
ensure that their liability is met.
The board receive information of cash balances daily in order to keep the Group’s liquidity under review. 50 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL STATEMENTS
Notes to the financial statements
CONTINUED
23. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT – GROUP (CONTINUED)
The following table sets out the contractual maturities of ﬁnancial liabilities:
AT 31 DECEMBER 2011 LESS THAN 3 
MONTHS
3 TO 12 
MONTHS
OVER 12 
MONTHS
 £ 000’s £ 000’s £ 000’s
Trade payables 1,377  8  – 
Accruals and deferred income 1,893  23  – 
Customer funds held 1,242  –  – 
Other payables 396  – 
Borrowings –  –  – 
  4,908 31  – 
AT 31 DECEMBER 2010 LESS THAN 3 
MONTHS
3 TO 12 
MONTHS
OVER 12 
MONTHS
 £ 000’s £ 000’s £ 000’s
Trade payables 1,495 72 –
Accruals and deferred income 1,680 901 –
Customer funds held 1,080 – –
Other payables 201 56 6
Borrowings 21 22 –
 4,477 1,051 6
Credit risk
Credit risk is the risk of ﬁnancial loss to the Group if a customer or counterparty to a ﬁnancial instrument fails to meet its 
contractual obligations. The Group is mainly exposed to credit risk from cash in transit, though this exposure is relatively small 
given that the Group’s payment processors generally hold only a few days’ transactions at any given time.
Credit risk also arises where cash and cash equivalents are deposited with banks or ﬁnancial institutions. It is the Group’s 
policy to deposit funds only with reputable institutions, and to keep the position under review.
Quantitative disclosures of the credit risk exposure in relation to ﬁnancial assets are set out below:
CARRYING 
VALUE
2011
MAXIMUM 
EXPOSURE
2011
CARRYING 
VALUE
2010
MAXIMUM 
EXPOSURE
2010
 £ 000’s £ 000’s £ 000’s £ 000’s
Cash and cash equivalents 7,940  7,940 5,580 5,580
Trade and other receivables 955  955 790 790
  8,895  8,895 6,370 6,370
Market risk
Foreign currency risk
Foreign exchange risk arises because the Group has operations denominated in both sterling and euros.
The Group’s policy, where possible, is to settle liabilities with cash generated from operations denominated in the same 
currency.
The directors receive a daily summary of cash balances held in each currency and regularly monitor the foreign currency risk 
exposure. 51
23. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT – GROUP (CONTINUED)
Current assets and liabilities denominated in euros, translated into sterling are included within the statement of ﬁnancial 
position as follows:
2011 2010
 £ 000’s £ 000’s
Cash and cash equivalents 289 375
Trade and other receivables – 2
Trade and other payables (153) (295)
Net current assets 136 82
A strengthening of 10c against sterling at the reporting date would result in an increase/decrease in net assets of £14,000 
(2010: £8,000).
Interest rate risks
The Group currently has positive cash balances and as such does not see interest rate risk as a signiﬁcant issue at the present 
time. The board will regularly review this position and amend their approach where appropriate.
Other risks
There are risks in the market in which the Group operates within; these are detailed below along with the procedures 
implemented in order to mitigate these risks.
Compliance with gambling and TV broadcasting regulations is fundamental to the Group’s success. In order to ensure that the 
requirements of the regulations are met, the Group has a number of staff monitoring the regulations on a regular basis. The 
Group also uses the services of a specialist legal advisor in the ﬁeld and regular consultations are conducted to ensure that the 
group is up to date on regulations in the ﬁeld.
The Group also sees a potential risk of fraud, resulting from customers using counterfeit payment methods and also money 
laundering. In order to mitigate this risk the Group has a dedicated in-house team which monitors unusual customer behaviour 
so to identify fraudulent activity. 
Financial assets and liabilities
Financial assets
Group cash balances as at 31 December 2011 are shown in the table below:
2011 2010
 £ 000’s £ 000’s
Cash held in client accounts 1,806 1,825
Company cash balances 6,134 3,755
Net cash balances 7,940 5,580
The Group has unrestricted access to all cash balances.
Maturity of financial liabilities
Obligations under hire purchase agreements as held by the Group are repayable under the following timescales:
2011 2010
 £ 000’s £ 000’s
Obligations under hire purchase agreements
Less than 1 year – 43 52 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL STATEMENTS
Notes to the financial statements
CONTINUED
24. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT – COMPANY
Treasury management
The Company’s ﬁnancial instruments comprise cash, along with various items, such as receivables and payables. The 
Company’s policy does not permit entering into speculative trading of ﬁnancial instruments and this policy has been applied 
throughout the year.
The main risks arising from the Company’s ﬁnancial instruments are liquidity risk, credit risk and market risk. The board 
reviews and agrees policies for managing these risks and the policies adopted have been applied throughout the year and 
since the year end.
Liquidity risk
The Company’s policy is to ensure that it will always have sufﬁcient cash to allow it to meet its liabilities when they become 
due.
The board receive information of cash balances daily in order to keep the Company’s liquidity under review.
The following table sets out the contractual maturities of ﬁnancial liabilities:
AT 31 DECEMBER 2011 LESS THAN 3 
MONTHS
3 TO 12 
MONTHS
OVER 12 
MONTHS
 £ 000’s £ 000’s £ 000’s
Trade payables 66  8  – 
Amounts owed to group undertakings 543  –  – 
Accruals and deferred income  525  138  – 
Other payables 169  –  – 
  1,303  146  – 
AT 31 DECEMBER 2010 LESS THAN 3 
MONTHS
3 TO 12 
MONTHS
OVER 12 
MONTHS
 £ 000’s £ 000’s £ 000’s
Trade payables 202 12 –
Amounts owed to group undertakings – 549 –
Accruals and deferred income 205 276 –
Other payables 46 56 6
Borrowings 21 22 –
 474 915 6
Credit risk
Credit risk is the risk of ﬁnancial loss to the Company if a counterparty to a ﬁnancial instrument fails to meet its contractual 
obligations. The Group is mainly exposed to credit risk from loans made to subsidiaries.
Credit risk also arises where cash and cash equivalents are deposited with banks or ﬁnancial institutions. It is the Group’s 
policy to deposit funds only with reputable institutions, and to keep the position under review. 53
24. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT – COMPANY (CONTINUED)
Quantitative disclosures of the credit risk exposure in relation to ﬁnancial assets are set out below:
CARRYING 
VALUE
2011
MAXIMUM 
EXPOSURE
2011
CARRYING 
VALUE
2010
MAXIMUM 
EXPOSURE
2010
 £ 000’s £ 000’s £ 000’s £ 000’s
Cash and cash equivalents 4,150  4,150 2,253 2,253
Trade and other receivables 6,208  6,208 11,130 11,130
  10,358  10,358 13,383 13,383
Market risk
Foreign currency risk
Foreign exchange risk arises because the Company has investments in subsidiaries which have assets and liabilities 
denominated in euros.
The carrying value of subsidiary investments having signiﬁcant exposure to foreign currency risk at the reporting date was 
£2,356,000 (2010: £1,778,000).
Interest rate risks
The Company currently has positive cash balances and as such does not see interest rate risk as a signiﬁcant issue at the 
present time. The board will regularly review this position and amend their approach where appropriate.
The Company has a relatively small amount of assets purchased under hire purchase agreements. The agreements in place are 
at a ﬁxed interest rate which removes any uncertainty as to the level of repayments to be made.
Financial assets and liabilities
Financial assets
Company cash balances as at 31 December 2011 are shown in the table below:
2011 2010
 £ 000’s £ 000’s
Sterling cash balances  4,150 2,253
Net cash balances 4,150 2,253
Maturity of financial liabilities
Obligations under hire purchase agreements as held by the Company are repayable under the following timescales:
2011 2010
 £ 000’s £ 000’s
Obligations under hire purchase agreements
Less than 1 year – 43
2 – 5 years – – 54 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL STATEMENTS
Notes to the financial statements
CONTINUED
25. SHARE CAPITAL
2011 2010
 £ 000’s £ 000’s
Allotted, called up and fully paid
282,309,552 (2010: 279,724,649) ordinary shares of 1p 2,823 2,797
196,391,315 (2010: 196,391,315) deferred shares of 4p 7,856 7,856
 10,679 10,653
During the year, directors and employees exercised a total 2,584,903 share options over ordinary share of 1p.
26. SHARE BASED PAYMENTS
The Group has four employee share schemes – the 2000 All Employee Share Ownership Plan (“AESOP”), the 2000 Enterprise 
Management Incentive Scheme (“EMI”), the 2000 Approved Executive Share Ownership Scheme (“ASOS”) and the 2000 
Unapproved Share Ownership Scheme (“USOS”). To date, the Group has granted options under the AESOP and EMI schemes.
AESOP
The AESOP holds shares in trust on behalf of employees. Subject to the satisfaction of any performance condition and the 
continuous employment of the beneﬁciary, access to shares occurs three years from the date of grant, unless there is a change 
in control of the Company when access may occur earlier.
A summary of activity in shares issued through AESOP is shown below:
2011 2010
 NUMBER NUMBER
At the beginning of the year 99,933 99,933
Movement in the period – –
At the end of the year 99,933 99,933
The market value of the shares held by the AESOP at 31 December 2011 was £8,744 (2010: £7,295).
EMI
Options to acquire ordinary shares under the EMI may be granted up to a maximum of £3,000,000 (based on the market value 
of the shares placed under option at the date of the grant).
The determination of the number of options granted to employees is at the discretion of the remuneration committee.
No consideration is payable for the grant of an option and options are not transferable or assignable. Cash consideration is 
paid to the Company by the employee at the point that the share options are exercised. The price paid for share options by 
employees is determined at the time of grant, and is normally equal to the mid-market share price on the date that the option 
is granted.
An option is normally exercisable in stages between the 1st and 10th anniversaries of the date of grant. All options normally 
lapse if the option holder ceases to be employed by the Group, though at the discretion of the Company and depending upon 
the circumstances in which the employment has ended, some individuals may be permitted to retain options after they leave 
employment for 6 months, or an alternative timescale if agreed by the remuneration committee. 55
26. SHARE BASED PAYMENTS (CONTINUED)
Options to subscribe under various schemes for ordinary shares of 1p, including those noted in directors’ interests in note 7, 
are shown in the table below:
EXERCISE 
PRICE PER 
SHARE 2011 2010
DATE OF GRANT PENCE  EXERCISE PERIOD NUMBER NUMBER
01-Sep-03 10 02/09/2006 – 01/09/2013 12,000 12,000
26-Apr-07 22.5 26/04/2010 – 25/04/2017 – 24,000
30-Apr-07 23.25 30/04/2010 – 29/04/2017 30,554 3,430,554
01-May-07 23.92 01/05/2010 – 30/04/2017 – 35,000
01-Jun-07 30.67 01/06/2010 – 31/05/2017 32,000 82,000
31-Oct-07 23.75 31/10/2010 – 30/10/2017 – 35,000
27-Jun-08 16.5 27/06/2009 – 26/06/2018 28,000 2,018,833
14-Oct-08 22 14/10/2009 – 13/10/2018 10,000 53,500
30-Jun-09 19.5 30/06/2010 – 29/06/2019 – 1,000,000
30-Jun-09 25.5 30/06/2010 – 29/06/2019 – 101,000
16-Jun-10 28.5 04/09/2010 – 21/04/2012
1
9,754,822 9,754,822
18-Nov-10 4.28 18/11/2011 – 17/11/2020 6,374,813 7,754,146
18-Nov-10 4.28 18/10/2011 – 17/11/2020 4,489,910 7,754,146
18-Nov-10 4.28 Dependent on share price
3
6,700,813 7,754,146
12-Jan-11 6.25 12/01/2012 - 11/01/2021 250,000 –
12-Jan-11 6.25 Dependent on share price
2
250,000 –
12-Jan-11 6.25 Dependent on share price
3
250,000 –
01-Feb-11 6.875 01/02/2012 - 31/01/2021 184,667 –
01-Feb-11 6.875 Dependent on share price
2
184,667 –
01-Feb-11 6.875
 
Dependent on share price
3
184,667 –
    28,736,913 39,809,147
1  Options are exercisable for 6 months after the expiration of the airtime agreement which terminated on 21 October 2011.
2   Exercisable from the date that the 20 working-day average price of shares in the Company reaches 4.72 pence more than the exercise price, 
until ten years after the date of grant.
3   Exercisable from the date that the 20 working-day average price of shares in the Company reaches 6.72 pence more than the exercise price, 
until ten years after the date of grant. 56 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL STATEMENTS
Notes to the financial statements
CONTINUED
26. SHARE BASED PAYMENTS (CONTINUED)
The table below gives a reconciliation of the opening balance to the closing balance of these options:
 NUMBER
As at 1 January 2010 26,750,533
Options issued in the period 33,017,260
Options lapsed (3,966,841)
Options cancelled (14,967,639)
Options surrendered (857,500)
Options exercised (166,666)
As at 31 December 2010 39,809,147
Options issued in the period 1,304,001
Options lapsed (7,591,332)
Options cancelled –
Options surrendered (2,200,000)
Options exercised (2,584,903)
Exercisable at 31 December 2011 28,736,914
The weighted average share price on the date of exercise in 2011 was 9.22 pence (2010: 25.50 pence).
The weighted average issue price in 2011 was 6.52 pence (2010: 11.44 pence). The weighted average fair value of options 
issued in 2011 was pence (2010: 3.24 pence). 
In accordance with IFRS 2: Share Based Payments, a charge of £686,000 (2010: £410,000) in respect of the fair value of share 
options granted has been included within administrative expenses. 
The share option valuation model assumed volatility of 61% (2010: 60%) based on historic volatility, a dividend yield of 0% 
(2010: 0%), an expected life of 1 year and a risk free rate of 0.5% (2010: 0.5%). There were 1,304,001 (2010: 33,017,260) options 
granted in the year. 
27. RESERVES – GROUP
Other reserves are comprised of:
INVESTMENT 
IN OWN 
SHARES
FOREIGN 
EXCHANGE 
RESERVE TOTAL
 £ 000’s £ 000’s £ 000’s
As at 1 January 2010 (5) 24 19
Share options lapsed, exercised or cancelled 4 – 4
Exchange gains arising on translation of foreign operations – 49 49
As at 31 December 2010 (1) 73 72
Disposal of Investments – (73) (73)
As at 31 December 2011 (1) – (1) 57
27. RESERVES – GROUP (CONTINUED)
The following describes the nature and purpose of each reserve within equity:
Reserve Description and purpose
Share premium Amount of paid-up share capital in excess of nominal value.
Merger reserve Share capital in excess of nominal value issued as purchase consideration.
Investment in own shares Shares held in the Company.
Foreign exchange reserve Gains/losses arising on translating overseas operations into GBP on con-
solidation.
Retained earnings All other net gains, losses and transactions with shareholders not recog-
nised elsewhere. In prior years a separate share based payments reserve 
has been shown, however in the current year the share based payments 
reserve and retained earnings reserve have been combined.
28. RESERVES – COMPANY
OTHER RESERVES ARE COMPRISED OF:
INVESTMENT 
IN OWN 
SHARES TOTAL
 £ 000’s £ 000’s
As at 1 January 2010 (5) (5)
Share options lapsed, exercised or cancelled 4 4
As at 31 December 2010 (1) (1)
As at 31 December 2011 (1) (1)
29. FINANCIAL COMMITMENTS
The Group had future lease payments under non-cancellable operating leases on land and buildings, and other leases expiring 
as follows:
2011 2010
 £ 000’s £ 000’s
Land & buildings
Within one year 324 284
After one year and within ﬁve years 635 820
 959 1,104
2011 2010
 £ 000’s £ 000’s
Other leases
Within one year 3,191 4,445
After one year and within ﬁve years 11,475 8,480
 14,666 12,925
The Group had no capital commitments as at 31 December 2011 (2010: £Nil). 58 NetPlayTV Annual Report & Financial Statements 2011 FINANCIAL STATEMENTS
Notes to the financial statements
CONTINUED
30. RELATED PARTY TRANSACTIONS
Key management personnel are deﬁned for the purpose of disclosure under IAS 24: Related Party Disclosures as the members 
of the board. Details of their remuneration can be found in note 7.
The following related party transactions took place during the period:
During the year, the Group was invoiced £35,443 (2010: £16,043) by NetIDme Limited for age veriﬁcation and ID checks. 
A C Lapping, a non-executive director, has a shareholding in NetIDme Limited. At 31 December 2011 the Group owed 
£Nil (2010: £Nil) to NetIDme Limited.
The Hamilton Portfolio, of which A C Lapping is director and is a shareholder of the Group, invoiced £873 (2010: £1,671) during 
the year for expenses incurred in relation to A C Lapping’s directorship. At 31 December 2011 the Group owed £Nil (2010: 
£771) to the Hamilton Portfolio.
The beneﬁciary of Direct Force Trading Limited also has a signiﬁcant beneﬁcial interest in Playtech Limited. The Group use 
the services of Playtech, its subsidiaries and related partied to provide software, technology platform, hosting and age-
veriﬁcation services. During the year a charge a charge of £2,009,297 (2010: £1,178,468) was expensed in respect of these 
services. At 31 December 2011 the Group owed £153,376 (2010: £262,294) to Playtech Limited. On 22 November 2010, Direct 
Force Trading Limited purchased 24,760,292 new ordinary shares.
SafeCharge Limited is a related party of Playtech Limited, and a company of which T S Mickley is a director. During the year 
the Group expensed £351,280 (2010: £158,863) of fees in relation to payment processing services provided by SafeCharge 
Limited. At 31 December 2011 SafeCharge Limited held customer funds of £948,132 (2010: £761,923) payable to the Group.
T S Mickley is a director of Multimedia Software Solutions (UK) Ltd. During the year the Group invoiced £23,830 (2010: £Nil) 
to Multimedia Software Solutions (UK) Ltd in respect of rent services provided. At 31 December 2011 £10,428 (2010: £Nil) is 
owed to the group by Multimedia Software Solutions (UK) Ltd.
C A N Butler is a director of Gana Media Limited. During the year the Group was not invoiced. In 2010, £6,062 was invoiced 
in respect of consultancy work performed prior to C A N Butler’s appointment to the board. At 31 December 2011 the Group 
owed £Nil (2010: £Nil) to Gana Media Limited.
The Company conducted many transactions with its subsidiaries during the year which included the recharge of expenses, 
cash transfers and transactions arising where companies are consolidated for tax computations. The table below summarises 
the movements in these balances:
Receivables
31 DECEMBER 
2011
31 DECEMBER 
2010
PERIOD 
CHANGE
 £ 000’s £ 000’s £ 000’s
Mobileworkﬂow Limited –  141 (141)
NetPlay TV Services Limited 3,442  3,427 15 
NetPlay TV (UK) Limited –  99 (99)
NetPlay TV Broadcasting Limited 3,803  6,575 (2,772)
NetPlay TV Marketing BVI Limited 215  197 18 
NetPlay TV Spain S.L. –  1,750 (1,750)
NetPlay TV Marketing Services Limited 250  559 (309)
NetPlay TV Group Limited 5,691  4,989 702 
NetPlay (Malta) Limited 302  87 215 
MChex Limited –  362 (362)
Provisions made (7,794) (7,336) (458)
  5,909  10,850 (4,941) 59
30. RELATED PARTY TRANSACTIONS (CONTINUED)
Payables 
31 DECEMBER 
2011
31 DECEMBER 
2010
PERIOD 
CHANGE
 £ 000’s £ 000’s £ 000’s
NetPlay IP Limited 543 549 (6)
 543 549 (6)
31. SUBSEQUENT EVENTS
The Group disposed of its UK Bingo operation in 2012 for a consideration of £375,000. An opportunity presented itself in 
February 2012 for the directors of NetPlay TV Group Limited to dispose of this non-performing operation and the transaction 
was completed on 29 February 2012. The disposal of this operation will result in a pre-tax gain on disposal of £224,000 in the 
2012 ﬁnancial statements.
At a general meeting duly convened on 3 April 2012 a special resolution was proposed and passed so that subject to the 
conﬁrmation of the High Court of Justice in England and Wales the share premium account of the Company be reduced by 
£22,838,010 and all of the issued deferred shares of 4 pence each be cancelled. The expected date of the court hearing for 
the application to conﬁrm the capital reduction is the 2 May 2012.  60 NetPlayTV Annual Report & Financial Statements 2011 NOTICE OF ANNUAL GENERAL MEETING
Notice of Annual General Meeting
NetPlay TV plc
Incorporated and registered in England and Wales under number 03954744
To the Shareholders of NetPlay TV plc (the “Company”)
Registered Ofﬁce:
Thames House 
Portsmouth Road 
Esher 
Surrey 
KT10 9AD
3 May 2012
Dear Shareholder
I am pleased to be writing to you with details of our Annual General Meeting (“AGM”) which we are holding at Battersea 
Studios, 80 Silverthorne Road, London, SW8 3HE at 11.00 a.m. on Thursday 7 June 2012. The formal notice of the AGM is set 
out on pages 62 to 64 of this document and further details about the resolutions contained in the notice are provided below.
If you would like to vote on the resolutions but cannot come to the AGM, please ﬁll in the proxy form sent to you with the 
notice and return it to our registrars as soon as possible. They must receive it by 11.00 a.m. on 5 June 2012.
RECEIPT OF ACCOUNTS 
The Directors are required by the Companies Act 2006 to present to the AGM the Reports of the Directors and Auditors and 
the audited accounts of the Company for each ﬁnancial year. Resolution 1 deals with this requirement. 
RE-ELECTION OF BOARD MEMBERS
The articles of association require that one-third of the directors, or if the number is not divisible by three, the number nearest 
to but not exceeding one-third, should retire at each AGM. The director retiring by rotation this year is Andrew Christopher 
Lapping and his re-election to the Board is proposed in resolution 2. 
REAPPOINTMENT OF AUDITORS
The auditors are required to be appointed at each AGM at which accounts are presented. The Audit Committee has evaluated 
the effectiveness and independence of the auditors and, on the recommendation of the Audit Committee, the Board 
proposes, as resolution 3, the reappointment of BDO LLP as the Company’s auditors.
AUTHORITY TO ALLOT SHARES AND DISAPPLICATION OF PRE-EMPTION RIGHTS 
In resolution 4 shareholders are being asked to approve the allotment of shares up to a maximum aggregate nominal amount 
of £942,776.60 representing approximately one-third of the issued ordinary share capital of the Company. The authority to 
be given by this resolution shall be in substitution for all existing authorities but shall be without prejudice to any allotment 
of shares or grant of rights to subscribe for or convert securities into shares already made or offered or agreed to be made 
pursuant to such authorities.
Under the provisions of section 561(1) of the Companies Act 2006 if the directors wish to allot any unissued shares (other than 
pursuant to options granted under an employee share scheme), they must offer them to existing shareholders in proportion 
to their existing shareholdings. This is known as the right of pre-emption. In resolution 5 shareholders are being asked to 
approve the non pre-emptive allotment of shares up to a nominal value of £ 282,832.98, representing 10% of the ordinary 
share capital. Although there are at present no plans to issue any additional shares the Board considers that in the current 
economic climate, it is possible that opportunities to invest in or acquire other businesses or assets may arise. It may well be 
necessary to move quickly to take advantage of such opportunities and the Board have therefore concluded that it would be 
prudent to have an authority to issue more shares on a non pre-emptive basis.  61
Notice of Annual General Meeting
PURCHASE OF OWN SHARES
The directors consider that in certain circumstance it may be advantageous for the Company to purchase its own shares and 
resolution 6 is to authorise the Company to make market purchases of up to 10% (approximately) of its own ordinary shares in 
issue. The authority will expire at the conclusion of the 2013 AGM.
The directors consider it desirable for this general authority to be available to provide additional ﬂexibility in the management 
of the Company’s capital resources. The directors will only rely on the authority if, in light of the market conditions prevailing 
at the time, they believe that any such purchase will enhance earnings per share in the medium to long term and will be in 
the best interests of shareholders as a whole. Any shares purchased under this authority will ordinarily be cancelled and 
the number of shares issued reduced accordingly, though the Company now has the option to hold them as treasury shares 
following changes in company law in the UK. The purchase price will be paid out of distributable proﬁts. The directors intend 
to seek renewal of this power at subsequent annual general meetings.
The directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its 
shareholders as a whole. Your Board will be voting in favour of the resolutions in respect of their shareholdings of 34,730,647 
ordinary shares (representing approximately 12.3% of the current issued ordinary share capital) and unanimously recommends 
that you do so as well.
Yours sincerely
Clive Jones
Chairman 62 NetPlayTV Annual Report & Financial Statements 2011 NOTICE OF ANNUAL GENERAL MEETING
Notice of Annual General Meeting
NetPlay TV plc
Company Number: 03954744 
(“the Company”) 
Notice is hereby given that the Annual General Meeting of the Company will be held at Battersea Studios, 80 Silverthorne 
Road, London, SW8 3HE at 11.00 a.m. on Thursday 7 June 2012 to consider and, if thought ﬁt, pass the following resolutions, 
resolutions 1 to 4 being proposed as ordinary resolutions and resolutions 5 and 6 as special resolutions.
ORDINARY BUSINESS
1. To receive the accounts for the ﬁnancial year ended 31 December 2011 together with the directors’ report and the 
auditor’s report.
2. To re-elect Andrew Christopher Lapping as a director of the Company who retires by rotation in accordance with the 
articles of association of the Company and, being eligible, offers himself for re-election.
3. To reappoint BDO LLP as auditors of the Company in accordance with Section 489 of the Companies Act 2006 (‘the Act’), 
until the conclusion of the next annual general meeting of the Company and to authorise the directors to determine their 
remuneration.
SPECIAL BUSINESS
4. That in substitution for all existing authorities, the directors be generally and unconditionally authorised in accordance 
with section 551 of the Act to exercise all the powers of the Company to allot shares in the Company or to grant rights to 
subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £ 942,776.60 
during the period from the date of the passing of this resolution and expiring on the date of the next annual general 
meeting or ﬁfteen months from the date on which the resolution was passed, whichever is earlier, but so that this authority 
shall allow the Company to make offers or agreements before the expiry of this authority which would, or might, require 
shares to be allotted or rights to subscribe for or to convert security into shares to be granted after such expiry.
 5. That:
(a) subject to the passing of resolution 4 above, the directors be authorised pursuant to section 570 of the Act to allot 
equity securities, as deﬁned in section 560 of the Act, as if section 561(1) of the Act did not apply to any such allotment, 
provided that this power shall be limited to the allotment or allotments of equity securities made in respect of any of 
the following circumstances:
(i) in connection with an offer of equity securities by way of rights to the holders of ordinary shares and/or any other 
persons entitled to participate therein in proportion (as nearly as may be) to their respective holdings of ordinary 
shares on a record date ﬁxed by the directors but subject to such exclusions or other arrangements as the directors 
may consider necessary or expedient to deal with any legal or practical problems under the laws of any territory 
or the requirements of any regulatory body or any stock exchange in any territory or in connection with fractional 
entitlements or otherwise howsoever; or
(ii) (other than pursuant to paragraph (i) above) having (in the case of equity securities (as deﬁned in section 560 of the 
Act)) a nominal amount or (in the case of any other equity securities) giving the right to subscribe for or convert into 
relevant shares having a nominal amount, not exceeding in aggregate   £282,832.98 (the “Relevant Amount”);
(b) the directors be and are hereby empowered pursuant to section 573 of the Act to effect a sale of relevant shares held 
by the Company as treasury shares (within the meaning of section 724 of the Act) for cash as if section 561(1) of the Act 
did not apply to such sale, provided that this power shall be limited to the sale of relevant shares held by the Company 
as treasury shares having a nominal amount which, when aggregated with the nominal amount of any relevant shares 
allotted or the subject of rights of subscription or conversion pursuant to paragraph 5(a)(ii) above, does not exceed the 
Relevant Amount.
Each of the powers conferred by paragraphs 5(a) and (b) above shall expire on whichever is earlier of the date of the 
Company’s next annual general meeting (and at the conclusion thereof) or 15 months from the date on which this 
resolution is passed save that the Company may, before the expiry of such powers, make offers or agreements which  63
Notice of Annual General Meeting
would or might require equity securities to be allotted and/or relevant shares held as treasury shares to be sold after such 
expiry and the directors may allot equity securities and/or sell relevant shares held as treasury shares in pursuance of such 
offers or agreements as if the powers conferred hereby had not expired and all powers previously conferred upon the 
directors pursuant to section 570 and section 573 of the Act shall be revoked but without prejudice to any exercise of such 
other powers prior to the date on which this resolution is passed.
6. That in accordance with article 14 of the Company’s articles of association and the Act the Company be generally and 
unconditionally authorised for the purposes of section 701 of the Act to make market purchases (within the meaning of 
section 693(4) of the Act) on the London Stock Exchange of ordinary shares of £0.01 each in the capital of the Company 
provided that:-
6.1 the maximum aggregate number of ordinary shares hereby authorised to be purchased is 28,283,298 representing 
approximately 10% of the issued ordinary share capital;
6.2 the minimum price which may be paid for such shares is £0.01 per ordinary share (exclusive of expenses);
6.3 the maximum price (exclusive of expenses) which may be paid for such ordinary shares shall not be more than 5% above 
the average of the market values for a ordinary share as derived from the London Stock Exchange’s Daily Ofﬁcial List 
for the ﬁve business days immediately preceding the date on which the ordinary shares are purchased;
6.4 unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of the 
Company’s next annual general meeting or 15 months from the date of this resolution (whichever is earlier); and
6.5 the Company may make a contract or contracts to purchase ordinary shares under the authority conferred by this 
resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such 
authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts.
By order of the Board
Martha Bruce 
Company Secretary
Date 3 May 2012
Registered ofﬁce Thames House, Portsmouth Road, Esher, Surrey, KT10 9AD
Notes:
1. A member entitled to attend and vote at the meeting is entitled to appoint more than one proxy, to exercise all or any of his rights to attend, 
speak and vote in his place on a show of hands or on a poll provided that each proxy is appointed to a different share or shares. Such proxy 
need not be a member of the Company.
2. To be valid, the completed and signed form of proxy must be returned to Neville Registrars Ltd, Neville House, 18 Laurel Lane, Halesowen, 
West Midlands B63 3DA not less than 48 hours (excluding weekends, Christmas Day, Good Friday or recognised public and bank holidays) 
before the time fixed for the meeting. Lodging a form of proxy does not preclude a member from attending and voting at the meeting. 64 NetPlayTV Annual Report & Financial Statements 2011 NOTICE OF ANNUAL GENERAL MEETING
Notice of Annual General Meeting
CONTINUED
EXPLANATORY NOTES ON THE RESOLUTIONS:
Resolution 1
The directors must present to members the accounts and the reports of the directors and auditors in respect of each financial year.
Resolution 2 
The Company’s articles of association require that one third of the directors, or if the number of directors is not a multiple of three the number 
nearest to but not exceeding one third, shall retire at each annual general meeting and offer themselves for re-election by members.
Resolution 3
The auditors of the Company must be re-appointed at each general meeting at which accounts are presented. The directors propose to re-
appoint BDO LLP as auditors and be given authority to fix their remuneration.
Resolution 4
The Company’s power to issue additional shares is exercised by the directors. The directors must be authorised by ordinary resolution of the 
shareholders to exercise that power. 
Resolution 5
Under the Company’s articles of association any new shares to be issued must first be offered to existing shareholders in proportion to the 
number of shares already held by them. The shareholders may by special resolution waive this right and permit the directors to issue additional 
shares without first offering them to existing shareholders. Authority is being sought to allow the directors to issue up to an additional 
28,283,298 ordinary shares for cash to raise additional working capital. This authority will lapse on whichever is earlier of the date of the 
Company’s next Annual General Meeting (and at the conclusion thereof) and 31 August 2013.
Resolution 6
This resolution seeks authority for the Company to make market purchases of its own ordinary shares and is proposed as a special resolution. If 
passed, the resolution gives authority for the Company to purchase up to 28,283,298 of its ordinary shares representing 10% of the Company’s 
issued ordinary capital. The resolution specifies the minimum and maximum prices which may be paid for any ordinary shares purchased under 
this authority. The authority will expire on the earlier of 31 August 2013 and the Company’s 2013 AGM.  Directors C Jones CBE Non-Executive Chairman
C A N Butler Chief Executive Ofﬁcer
G P Stevens Non-Executive Director
A C Lapping Non-Executive Director
T S Mickley Non-Executive Director
Company Secretary: M B W Bruce
Registered ofﬁce: Thames House
Portsmouth Road
Esher
Surrey
KT10 9AD
Auditors: BDO LLP
55 Baker Street
London
W1U 7EU
Registrars: Neville Registrars Ltd
Neville House
18 Laurel Lane
Halesowen
West Midlands
B63 3DA
Bankers: Barclays Bank PLC
Wytham Court
11 West Way
Botley
Oxford
OX2 0YP
Nominated Advisors: Singer Capital Markets Ltd
1 Hanover Street
London
W1S 1YZ
Ofﬁcers and professional 
advisors REGISTERED OFFICE:
Thames House 
Portsmouth Road 
Esher 
Surrey 
KT10 9AD 
www.netplaytvplc.com
pp