NetPlay TV plc - OVERVIEW 
 
 
 
 
   
CONTENTS 
 
  
   
Overview   
Group highlights 1  
   
Strategic report   
Chairman’s statement 2  
Chief Executive’s review  3  
Financial review 4  
Principal risks and uncertainties 7  
   
Governance   
Board of Directors 10  
Corporate governance report 11  
Remuneration Committee report  12  
Directors’ report  14  
Directors’ responsibilities 15  
Independent Auditor’s report to the Members of NetPlay TV plc 16  
   
Financial statements   
Consolidated statement of comprehensive income 17  
Consolidated statement of financial position 18  
Consolidated statement of cash flows 19  
Consolidated statement of changes in equity 20  
Company statement of financial position  21  
Company statement of cash flows 22  
Company statement of changes in equity 23  
Notes to the financial statements 24  
Officers and professional advisers 
 
 
 
 
41  
   
 
 
 
 
 
 
 
1  NetPlay TV plc – STRATEGIC REPORT 
 
 
 
CHARIMAN’S STATMEMENT  
 
 
Dear Shareholder,  
 
This is the first full year of trading since Bjarke Larsen became Chief 
Executive Officer and I want to congratulate Bjarke on leading a highly 
experienced and capable management team through a rapidly 
changing market place. The initiatives implemented at the end of 2014 
to navigate the UK Point of Consumption duty (“POC”) have been 
effective; strategic TV broadcasting relationships have been 
renegotiated and digital marketing capabilities and revenue 
diversification have been successfully strengthened with the 
acquisition of the trade and assets from Otherside Inc. 
The management team has delivered against our stated strategy by 
reinforcing our USP through the contract extensions with ITV* and 
Channel 5 / Viacom † , focusing on operational efficiencies and 
completing synergistic acquisitions to both strengthen capabilities and 
diversify the Group’s revenues. We are confident that the actions 
taken have created a solid foundation from which the core business 
can continue to operate successfully and drive further growth. 
The UK gambling market has undergone significant regulatory change 
over the last 18 months. These changes have had a widespread 
impact on the industry that is evident from the recent mergers of some 
the UK’s largest gaming and gambling operators. These results 
demonstrate how versatile and adaptive our business has been with 
like-for-like (“LFL”) adjusted EBITDA ‡ growing by £1.8m, which 
shows how successful the strategy has been to improve operational 
and marketing efficiencies.  
Financial review 
In line with the trading update issued in January 2016, I am pleased 
to report that the Group delivered net revenue of £26.3m and adjusted 
EBITDA of £2.7m, which is at the top-end of market expectations. The 
Group has no debt, is cash generative and holds a strong balance 
sheet with cash of £13.0m at year end, following the £2.6m cash paid 
in respect of the acquisition of the assets from Otherside Inc. 
 
Dividend 
The business has remained highly cash generative and maintains a 
robust balance sheet to support the future organic growth of the Group 
and any suitable M&A opportunities that arise.  
 
Considering the strength of the Group's cash position, robust trading 
performance and positive outlook, the Board is proposing both an 
increase in the final dividend to 0.34 pence per share (2014: 0.33 
pence per share) and also an additional distribution of £2.0m via a 
special dividend equivalent to 0.68 pence per share.  
This proposed special dividend together with the final dividend and 
the interim dividend (paid in October 2015) brings the total dividend to 
1.24 pence per share. 
 
Employees 
With their continued commitment and talent, our employees around 
the world remain pivotal to NetPlay TV’s success. On behalf of the 
Board, I would like to thank every one of them for their hard work and 
dedication during this challenging year.  
 
Outlook for 2016 
Trading in the first part of 2016 has been strong across both our B2C 
(core online gaming operations) and B2B (digital marketing 
operations) businesses. The Board remains confident that NetPlay TV 
is well positioned, with continued cash generation and a strong 
balance sheet, to take advantage of the organic growth and M&A 
opportunities which lie ahead. This should be particularly evident by 
the fact that the Group is pursuing not just bolt-on opportunities but 
also considering more transformational deals, such as the potential 
acquisition of The Football Pools, which it considered in December 
2015
§
 although ultimately chose not to pursue.  
I am confident that our business is well equipped for the year ahead, 
allowing us to capitalise on the opportunities available and continuing 
to build on the success of the past year. 
 
 
 
Charles Butler 
Chairman 
18 March 2016 
 
                                                        
*
 The Group announced on the 14 January 2016, via the Regulatory News Service (RNS), that it had renewed 
its commercial airtime agreement with ITV until 2019. 
†
 Viacom International Media Networks, a division of Viacom Inc, announced on 10 September 2014 the 
completion of its £450m acquisition of Channel 5 Broadcasting Limited from Northern & Shell Media Group. 
‡
 LFL adjusted EBITDA is a non-GAAP, company specific measure, and is reconciled in the financial review. 
§
 The Company announced on 11 January 2016, via the Regulatory News Service (RNS), that it had held 
preliminary discussions in relation to the potential purchase of the Football Pools business but after 
consideration chose not to enter into a competitive bid process and therefore terminated discussions.   
2  NetPlay TV plc – STRATEGIC REPORT 
 
 
 
CHIEF EXECUTIVE’S REVIEW 
 
 
 
Overview 
It was another busy year for the Group which saw us achieve strong 
results despite all the regulatory changes. During the year we 
maintained our focus on controlling marketing and operating costs, 
resulting in a lower than industry average Cost per Acquisition 
(“CPA”)**
 
on our core casino business whilst maintaining strong cash 
generation.  
 
To support our growth plans and diversify our revenue streams we 
acquired the trade and assets of Otherside Inc. (“Otherside”), details 
of which can be found below.  
 
Marketing strategy 
In September 2014, we outlined a revised marketing strategy which 
has delivered improved returns through increased cost efficiencies 
and a more targeted marketing spend. This strategy was largely 
focused on working closely with our TV partners to maximize the 
effectiveness of our TV airtime contracts. The result of which is a CPA 
reduction of 20% to £166 (2014: £208) and an increase in average 
revenue per active depositing player of 4% to £327 (2014: £316), on 
our casino-only brands.  
 
TV continues to be the Group’s USP and remains at the core of our 
strategy. Through the continuous evolution of the production, style 
and format of our shows we ensure that NetPlay TV remains at the 
forefront of interactive gaming. This combination of engagement 
through TV with the development of our mobile platforms is driving 
customer acquisition and retention.   
 
Product development 
2015 was focused on operational efficiencies and product 
development; standardising the Content Management System 
(“CMS”) platform for all our casino brands and creating a fully 
responsive site experience for all our customers. In addition, we 
launched over 50 new titles across web and mobile significantly 
bolstering the Group’s content offering.  
 
To support the sportsbook web offering on the Vernons brand, we 
rolled out mobile sportsbook as well as a number of new features 
(including “cash-out”). In addition we launched virtual sports which we 
believe complements the sportsbook product. With our complete 
sports offering in place we will evaluate the performance and how it 
                                                        
**
 CPA is calculated as aggregate marketing expenditure divided by the total number of new depositing players 
††
 The period for the comparison is 1 January to 15 March, being the last practicable date before the 
publication of these financial statements. 
fits within the Group’s wider product strategy. In addition to these 
sportsbook developments, we recently launched a rebranded and 
new fully responsive Vernons bingo website. 
 
We have a strong pipeline of innovation for 2016, which will see us 
deliver a number of new products. This includes our fully responsive 
roulette betting interface, and an extensive range of new content, 
including new side games and enhanced bet features for our very own 
TV roulette product. Our customers will see an evolution of the 
product, style and show format as we look to take full advantage of 
our renewed commercial partner agreements. 
 
Digital marketing business acquisition 
The acquisition in August 2015 of the trade and assets of Otherside, 
a specialist online digital marketing, product development and 
technology company, has provided a complementary and profitable 
revenue stream whilst adding to our capability in driving traffic to 
NetPlay TV's brands. These assets included a proprietary media 
platform, which is best described as a Demand Side Platform (“DSP”). 
This DSP allows our media buyers to manage multiple ad and data 
exchanges, of which we have over 100, through a single interface. 
The DSP allows the team to build campaigns for our partners and 
efficiently manage bids and pricing for the media we are buying.  
 
The B2B offering generates revenue on a CPA, revenue share or 
hybrid basis for a number of companies across a wide range of 
sectors.  
 
The acquisition has proved a valuable addition to the Group and we 
are confident that this offering will go from strength to strength as we 
start to take advantage of a number of additional opportunities, 
including increasing contributions to our B2C business over time. 
 
Results 
We had fully expected our results to be impacted by the regulatory 
changes, however this impact has been significantly mitigated by our 
strategy set out at the end of 2014. This is reflected in our 2015 
performance where we have once again shown the cash generating 
abilities of the business delivering adjusted EBITDA of £2.7m with a 
strong cash conversion to net underlying cashflow of 79%. 
 
Current trading and Outlook 
In 2016, we remain focused on our strategy to deliver growth, both 
organically and through acquisition, and the Board is pleased with the 
performance of both our B2C and B2B businesses for the start of the 
year. The Group has delivered an 18% increase in total net revenue, 
26% increase in new depositing players and 16% increase in active 
depositing players over the same period in 2015
††
.  
 
We continue to evaluate a number of M&A opportunities with a view 
to delivering ongoing growth for the Group, and I believe we remain 
well positioned for 2016 to deliver increased shareholder value in the 
short and long term. Considering the strength of the Group's cash 
position, robust trading performance and positive outlook we are 
confident that we have the right combination of team, products and 
marketing to exploit the opportunities available for our core business 
and we look forward to continuing to drive growth over the coming 
year. 
 
  
 
 
Bjarke Larsen 
Chief Executive Officer 
18 March 2016 
 
3  NetPlay TV plc – STRATEGIC REPORT 
 
 
 
 
FINANCIAL REVIEW 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Overview 
NetPlay TV delivered net revenue of £26.3m (2014: £27.4m) and 
adjusted EBITDA of £2.7m (2014: £3.6m). 
 
The Group continues to be highly cash generative with net underlying 
cashflow of £2.1m (2014: £3.0m) after incurring a betting and gaming 
duty charge of £3.8m (2014: £0.5m). The Group’s financial position 
remains strong with cash and cash equivalents at the year-end of 
£13.0m (2014: £14.2m) with no debt.  
 
 
 
 
 
Income statement presentation 
Statutory 2015  
£ 000s 
 
Adj. 1 
£ 000s 
 
Adj. 2 
£ 000s 
 
Adj. 3 
£ 000s 
 
Adjusted 2015 
£ 000s 
Adjusted 2014 
£ 000s 
Net revenue 26,253 – – – 26,253 27,358 
Betting and gaming duties  (3,761) – – – (3,761) (518) 
Marketing expenses (9,355) – – (39) (9,394) (12,942) 
Operating expenses (6,016) – – – (6,016) (6,241) 
Administrative expenses (6,542) 167 1,773 206 (4,396) (4,092) 
Adjusted EBITDA     2,686 3,565 
Depreciation or property, plant and equipment – – (301) – (301) (314) 
Amortisation of intangible assets acquired externally or generated 
internally – – (191) – (191) (78) 
Finance Income 45 – – – 45 53 
Adjusted profit before tax     2,239 3,226 
Impairment of intangible assets – – – – – (869) 
Acquisition related and other expenses – – – (167) (167) (798) 
Share based payments – (167) – – (167) 54 
Amortisation of intangible assets acquired through business 
combination – – (1,281) – (1,281) (1,520) 
Reported profit before tax 624 – – – 624 93 
Income tax 21 – – – 21 (193) 
Profit after tax 645 – – – 645 (100) 
Adj 1: Reclassification of share based payments credit 
Adj 2: Reclassification of depreciation and amortisation 
Adj 3: Reclassification of acquisition related and other expenses  
 
  
4  NetPlay TV plc – STRATEGIC REPORT 
 
 
 
The table above reconciles the statutory format of the income 
statement to adjusted EBITDA and adjusted profit before tax which is 
used by management internally to evaluate the underlying 
performance of the business. In the opinion of the Board this format 
better reflects the operational performance of the Group. The 
discussion in this section below will focus on the adjusted information. 
Following the acquisition of the trade and assets of the digital 
marketing business in August 2015 (described below), we have 
introduced a B2B operating segment alongside the core B2C 
operating segment. The results of each segment are shown in note 2 
of these financial statements. We are pleased with the contribution 
made from the B2B operating segment and the start it has made in 
2016. The integration of this operation was undertaken successfully 
and we are pleased with the contribution this operation has made. 
 
Income statement items 
Net revenue for the year was £26.3m (2014: £27.4m) of which £25.2m 
(2014: £27.4m) was generated from the B2C and £1.1m from the B2B 
segment since the acquisition in August 2015. 
 
Betting and gaming duties increased to £3.8m (2014: £0.5m) as a 
result of the introduction of POC which came into effect on 1 
December 2014. The duty is currently set at 15% of gaming net 
revenue and 15% of sports betting gross win from UK customers.   
 
Total marketing expenditure for the year was £9.4m (2014: £12.9m) 
with B2C Marketing expenses decreasing by £4.2m to £8.7m. This 
expenditure reflects the effect of the revised marketing programme 
which was launched in late-2014. These expenses include the cost of 
the revenue share agreements in respect of key broadcast 
agreements with ITV and Channel 5. We are pleased to see that the 
revised marketing strategy we adopted at the end of 2014 is working 
as we successfully reduced marketing expenditure by 32% with only 
an 8% fall in net revenue. Our CPA, on our casino-only brands, 
decreased by 20% from £208 in 2014 to £166 in 2015 as a result of 
increased efficiencies. 
 
Operating expenses in total have decreased by £0.2m to £6.0m in 
2015 (2014: £6.2m). These costs have remained at 23% of net 
revenue. 
 
Administrative expenses have increased by £0.3m to £4.4m. This is 
due to the addition of the B2B operating segment with administrative 
expenses of £0.3m since the date of acquisition.  
 
Acquisition related and other expenses of £0.2m (2014: £0.8m) were 
incurred in 2015 which represent costs associated with the acquisition 
of the assets from Otherside Inc. In 2014 these expenses were non-
recurring costs associated with the consolidation of business locations 
and other one-off costs in respect of contracts. Full details are 
provided in note 5 of these financial statements. 
 
Like-for-like adjusted EBITDA 
POC was introduced on 1 December 2014. In order to show the effect 
of this we have created a like-for-like (“LFL”) adjusted EBITDA which 
reflects the relative impact of betting and gaming duties being in place 
throughout 2014.       ……………………………………………….                          
.            
 
 
2015 
£ 000s 
2014 
£ 000s 
Adjusted EBITDA 2,686 3,565 
Include assumed impact of betting and gaming duties in 
2014 
– (3,670) 
Include expected effect of offsets in key contracts – 795 
Deduct contribution from B2B segment (161) – 
LFL adjusted EBITDA 2,525 690 
 
When considering the 2014 contribution on a LFL basis, it is 
anticipated that the Group would have obtained various offsets in its 
key contracts (e.g. a reduction in software royalty rates) due to 
renegotiated favourable terms which the Group would have benefited 
from.  
 
In addition 2015 has benefited from a contribution from its B2B 
operating segment which did not exist in 2014. This has been 
removed to provide a relative comparative. The table above shows 
that on a LFL basis adjusted EBITDA increase by £1.8m. 
 
The effect of the Group’s mitigation strategy against POC is also 
shown in the common-size table below for the B2C operating 
segment. The table shows expenditure and adjusted EBITDA as a 
percentage of net revenue. 
 
 
The table above shows that the contribution margin for the B2C 
segment has decreased from 17.7% in 2014 to 15.8% in 2015. This 
is largely a function of increasing the efficiency of the Group’s 
marketing expenditure resulting in a lower expenditure offset by an 
increase in the Group’s betting and gaming duties. 
 
Earnings per share 
Reported earnings per share for the year was 0.21 pence per share 
(2014: loss of 0.03 pence per share). However, the Directors have 
additionally chosen to report an adjusted earnings per share as they 
believe it better reflects the underlying performance of the Group. This 
is calculated on the profit before taxation after adding back the 
amortisation of specifically identified intangible assets arising on 
business combination, impairment of intangible assets, share based 
payments and acquisition related and other expenses. 
 
 
2015 
£ 000s 
2014 
£ 000s 
Adjusted profit before taxation 2,239 3,226 
   
Adjusted earnings per share Pence per share Pence per share 
Basic 0.76 1.09 
Diluted 0.74 1.07 
 
Adjusted profit for the year was £2.2m (2014: £3.2m) resulting in a 
basic adjusted earnings per share of 0.76 pence per share (2014: 1.09 
pence per share).  
 
Cash balance 
The Group’s cash balance at the end of 2015 was £13.0m which is 
equivalent to 4.4 pence per ordinary share in issue at 31 December 
2015 (2014: 4.8 pence per ordinary share). £2.2m is in relation to 
balances which players have in their gaming account on deposit with 
NetPlay TV which leaves a corporate cash balance of £10.8m (2014: 
£12.1m) which is equivalent to 3.7 pence per ordinary share. 
 
Cashflow 
The table below separates the movements in player balances, 
working capital, share capital issued, finance income, acquisition 
related and other expenses paid, dividend paid and cash payments in 
respect of the business combination to show how adjusted EBITDA 
reconciles to the net underlying cashflow:
 
2015 B2C 
% 
2014 B2C  
% 
Net revenue 100.0% 100.0% 
Betting and gaming duties (14.9)% (1.9)% 
Marketing expenses (34.8)% (47.3)% 
Operating expenses (23.8)% (22.8)% 
Administrative expenses (10.6)% (10.3)% 
Segment contribution 15.8% 17.7% 
5  NetPlay TV plc – STRATEGIC REPORT 
 
 
 
 
 
 
2015 
£ 000s 
2014 
£ 000s 
Adjusted EBITDA 2,686 3,565 
Capital expenditure paid (576) (519) 
Net underlying cashflow 2,110 3,046 
Cash conversion: adjusted EBITDA to net underlying 
cashflow 79% 85% 
Movement in player balances 24 390 
Working capital and other movements 1,213 (1,214) 
Share capital issued – 198 
Finance income 45 53 
Acquisition related and other expenses paid (302) (600) 
Dividend paid (1,631) (1,598) 
Acquisitions (2,645) –  
Opening cash balance  14,186 13,911 
Closing cash balance 13,000 14,186 
 
To support our platform for long term growth the Group has invested 
in capital expenditure associated with software development to better 
analyse and improve the customer experience as well as upgrading 
the broadcast equipment in its studios to enhance the viewers’ 
experience. 
 
Acquisition of digital marketing business 
On 11 August 2015, the Group acquired the trade and assets of 
Otherside Inc. For clarity, the Group did not acquire the Otherside 
branding or website. This business generates revenue from 
companies operating across a range of sectors (e.g. binary options 
trading, online gaming and e-commerce) where it is paid on for 
delivering leads or acquisitions on a CPA, revenue share or hybrid 
basis. 
 
The Board reports this operation as a new Business-to-Business 
(“B2B”) operating segment. This segment generated net revenue of 
£1.1m and a contribution of £0.2m to adjusted EBITDA between 11 
August 2015 and 31 December 2015.  
 
The total consideration in relation to this acquisition is £3.2m of which 
£2.6m was paid within the year and £0.5m payable in 2016. This 
transaction was financed from existing cash resources. The Group 
incurred £0.2m of acquisition related costs which have been 
separately disclosed in note 5 to these financial statements. 
 
 
Dividend 
Given the Group’s continued strong cash generation, the increase in 
LFL adjusted EBITDA, and the Board’s continued confidence the 
Directors are proposing a return to shareholders of £2.0m via a special 
dividend of 0.68 pence per share. If approved at the AGM this dividend 
will be paid on 9 June 2016 to shareholders on the register of 
members at 27 May 2016. 
 
In addition the Directors are proposing an increase in the final 
dividend to 0.34 pence per share (2014: 0.33 pence per share). If 
approved at the AGM this dividend will be paid on 9 June 2016 to 
shareholders on the register of members at 20 May 2016. 
 
These dividend together with the interim dividend paid in October 
2015, make the total dividend of 1.24 pence per share (2014: 0.55 
pence per share).  
 
The closing share price on 15 March 2016, being the last practicable 
date prior to the publication of these financial statements, is 8.75 
pence per share. This would mean that the proposed total dividend 
yield is 14.2%, or if the special dividend is excluded, the total ordinary 
dividend yield is 6.4%. When considering the total ordinary dividend 
for the year the dividend cover ratio (dividend per share as a ratio of 
adjusted earnings per share) is 1.36-times.  
 
Corporation & Deferred Taxation 
The Group has circa £7.4m (2014: £6.9m) of UK corporation tax 
losses carried forward which equates to a total deferred tax asset of 
£1.4m (2014: £1.5m). Of this, the deferred tax asset recognised on 
the balance sheet is £62,000 (2014: £38,000) as this amount of tax 
benefit is deemed to be probable and the remaining £1.4m of the 
potential deferred tax asset is unrecognised. The credit through the 
income statement of £21,000 in the year represents the movement in 
the deferred tax asset between 2014 and 2015 of £24,000 offset by 
tax expected to be payable. The Group works closely with its advisers 
to ensure that its tax position is optimal. 
 
 
 
 
Akshay Kumar 
Group Finance Director 
18 March 2016 
 
6  NetPlay TV plc – STRATEGIC REPORT 
 
 
PRINCIPAL RISKS AND UNCERTAINTIES 
 
The risks and uncertainties described below are considered to have the most significant effect on NetPlay TV’s business and prospects. This list 
is not intended to be exhaustive. NetPlay TV carries out a detailed risk management process to ensure that risks are identified and mitigated where 
possible. 
 
The Board recognises that the nature and scope of the risks can change and so regularly reviews the risks faced by the Group as well as the systems 
and processes in place to mitigate them.  
 
An explanation of how the Group manages its various financial risks is provided in note 22 to the Financial Statements. 
 
RISK DESCRIPTION AND POTENTIAL IMPACT  CURRENT MITIGATION 
 
STRATEGY RISK 
  
Ineffective or non-delivery of the business strategy 
The online gaming industry is constantly changing and developing, for 
example the increasing shift in interacting with gaming services with a PC 
or laptop to interacting with a mobile or tablet. 
 
The market for online gaming products and services is characterised by 
technological developments, new product and service introductions and 
evolving industry standards. Failure by NetPlay TV to use leading 
technologies effectively, develop its technological expertise, enhance its 
products and services and improve the performance, features and 
reliability of its technology and advanced information systems, could have 
a material adverse effect on its competitive position. 
 
 The Group seeks to identify and anticipate risks regarding our 
assumptions and understanding of the industry and economic 
environment in order to ensure the strategy remains appropriate. 
Corporate planning processes are in place to ensure that the strategy of 
the business contributes to the delivery of shareholder value. These 
processes culminate in the setting of an annual budget for the year, 
together with long-range plans for the two following years. Over the 
course of the year these budgets and plans are reconsidered, in the light 
of any market changes, through business reviews and formal reforecasts 
on a quarterly basis. 
Acquisition risk 
Our strategy includes growth through consolidation in the markets in 
which we operate and through acquisitions in new territories. A poorly 
executed acquisition could lead to lower profitability. 
 The risks associated with this approach are mitigated through clearly 
defined investment criteria, detailed due diligence by the Group and its 
professional advisers and robust financial and operational post-
acquisition and integration plans. 
 
 
REPUTATIONAL RISK   
Under-age and problem gaming 
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. 
 
Information security 
NetPlay TV faces external and internal information security risks.  
 
NetPlay TV receives most of its revenue through debit and credit card 
transactions and operates as an e-commerce business. 
 
A security breach could result in an adverse impact for the business and 
reputational damage. 
 NetPlay TV focus on the protection of player information. Appropriate 
controls are in place including: 
 an effective information security incident management process 
to identify, report and ensure appropriate management of 
security incidents; 
 systems which are secured and monitored against 
unauthorised access; 
 pre-employment screening checks performed for all 
finance employees; 
 periodic mandatory employee security training to maintain 
staff awareness; 
 consideration of information security risks within procurement 
processes; and 
 monitoring and control of scanning software for fraudulent customer 
activity by the Fraud & payment processing team. 
 
 
 
7  NetPlay TV plc – STRATEGIC REPORT 
 
 
 
 
RISK DESCRIPTION AND POTENTIAL IMPACT  
 
CURRENT MITIGATION 
 
OPERATIONAL RISK 
  
Gaming/Casino risk and volatility 
The Group is exposed to gaming risk in relation to its casino operations 
which could adversely impact its revenue. 
 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. 
 
   
 
Key personnel 
NetPlay TV has operations in various locations throughout the world 
(including Guernsey, Lancaster, Israel and Battersea).  
 
Our success is driven through the development and retention of a 
focused leadership team and a number of skilled specialist employees 
throughout our business. 
  
The performance of the Group is dependent on its ability to attract, recruit 
and retain quality staff in a highly competitive labour market. We continue 
to invest in our people, ensuring that we recruit and retain the right calibre 
of staff with the skills, experience and talent to grow the business. We 
seek to ensure we have appropriate management development 
programmes to assess, manage and develop our people’s leadership 
skills, talents and experiences throughout the organisation. 
 
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 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. 
 
 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. 
 
Where commercially viable, NetPlay TV operates with a dual 
service provider.  
Technology risk 
As a leading online business, the Group’s technology systems are critical 
to its operation. The Group is reliant on the performance of these systems 
to generate revenue.  
 Cutting-edge technologies and procedures are implemented throughout 
the Group’s IT operations which are 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. 
 
   
8  NetPlay TV plc – STRATEGIC REPORT 
 
 
   
RISK DESCRIPTION AND POTENTIAL IMPACT  CURRENT MITIGATION 
 
TAXATION RISK 
  
UK Point of Consumption (“POC”) duty 
From December 2014, the Group has been subject to remote gaming and 
general betting duty on a “point of consumption” basis. Changes in duty 
rates, or a basis of calculation, can incur at short notice which could 
adversely affect the amount of duty payable by the Group. 
 
 The Group endeavours to ensure relevant contractual arrangements 
have offset clauses to mitigate a portion of any change in duty. In 
addition, the Group actively engages in relevant government 
consultations through industry bodies. 
 
VAT & Corporation Tax 
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 subject to UK VAT 
this would have an adverse effect on the amount of taxation payable by 
the Group. 
 
 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. The Group works closely with its tax 
advisers to make sure that that tax position of the Group is optimal. 
 
 
EXTERNAL RISK 
  
Competition 
NetPlay TV operates in competitive market places against both larger well 
established brands and new entrants to the online gaming market. 
 
One of NetPlay TV’s key competitive advantages is its tightly controlled 
cost base. If NetPlay TV lost sight of this or relaxed its stance over cost 
control this could significantly reduce any competitive advantage and 
impact proﬁtability. 
 
 Regular monitoring of competitor and consolidation activity. 
 
NetPlay TV seeks to have a rapid response to any such activity that may 
impact NetPlay TV’s ability to grow the business. 
 
Strong cost control across the Company. 
 
Laws, regulations and licensing 
During the year, the Group’s gambling activities were operated under a 
licence under the Alderney Gambling Control Commission and a licence 
with the UK Gambling Commission. The regime under which either the UK 
or Alderney permit remote gaming operations to be operated within their 
respective jurisdictions may be altered or restricted through legislation 
in  the UK or 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 would seek to obtain 
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. 
 
The 2015 Strategic Report has been approved by the Board of Directors. 
 
On behalf of the Board  
 
 
    
 
 
  
Bjarke Larsen   Akshay Kumar  
Director     Director 
18 March 2016   18 March 2016 
 
 
9  NetPlay TV plc – GOVERNANCE 
 
 
 
BOARD OF DIRECTORS 
 
BJARKE LARSEN, 33, CHIEF EXECUITVE OFFICER  
 
Joined Board August 2014 
 
Current Roles 
CEO of NetPlay TV plc. 
 
Past Roles 
Bjarke has worked for NetPlay TV since January 2007, joining as 
casino campaign and account manager. He has progressed through 
a number of roles during his time with the business, serving as project 
manager and head of products before being Chief Operating Officer 
(“COO”) of the group’s subsidiary NetPlay TV Group Ltd. As COO of 
the business he was responsible for overseeing the acquisition and 
integration of the Vernons.com brand from Sportech. 
Bjarke joined the PLC board in August 2014 as Commercial Director 
before being appointed as CEO in January 2015. He has also been 
credited with helping to direct and implement the operator’s gaming 
strategy. 
Before joining NetPlay TV Bjarke spent eight months at Chariot (UK) 
plc, operator of the playmonday online society lottery. 
Brings to the Board 
Having spent nine years with the company, Bjarke had gained a 
strong understanding of both the iGaming industry and the 
commercial and strategic demands of the business. 
AKSHAY KUMAR FCA ACIS, 37, GROUP FINANCE DIRECTOR
 
 
Joined Board November 2013 
 
Current Roles 
Group Finance Director and Company Secretary of NetPlay TV plc. 
Past Roles 
Prior to his appointment as a Director of NetPlay TV plc, Akshay 
served as Group Financial Controller of the Company since January 
2011. Prior to this he was Financial Controller at Sporting Index, the 
sports spreadbetting specialist. Akshay qualified as a chartered 
accountant with PwC. 
 
Brings to the Board 
Over eight years' experience in the betting and gaming sector with 
overall responsibility for the Group's accounting, financial planning 
and budgeting in accordance with the Group's strategy. 
CHARLES BUTLER ACA, 43, NON-EXECUTIVE CHAIRMAN
 
 
Joined Board January 2010 
 
Current Roles 
Chairman of NetPlay TV plc & Chief Executive of Market Tech 
Holdings Limited. 
 
Past Roles 
Charles was CEO of NetPlay TV between November 2010 and 
September 2014. Prior to this he was a consultant to various land 
based and online gaming groups in Europe and South America. 
Before this he was finance director and chief executive of Bowman 
International, an online sportsbetting, casino and poker operator 
(which was sold to the Bet365 Group in 2006). Charles qualified as a 
chartered accountant with KPMG. 
 
 
 
 
 
 
 
Brings to the Board 
Charles has a wealth of experience in the gaming sector as well as 
extensive experience in leading public online businesses and building 
out their ecommerce operations. 
 
ANDREW LAPPING, 52, NON-EXECUTIVE DIRECTOR 
 
Joined Board February 2007 
 
Current Roles 
Non-Executive Director of NetPlay TV plc, Partner of Hamilton Capital 
Partners LLP, Non-Executive Director of Software Radio Technology 
plc. 
 
Past Roles 
Andrew established The Hamilton Portfolio (now Hamilton Capital 
Partners LLP) with John Boyle in 1999.  Andrew was previously Non-
Executive Director of Monstermob Group plc and Legend 
Communications plc as well as spending 12 years with PWC in 
corporate finance and tax. 
 
Brings to the Board 
Andrew is a member of The Chartered institute of Taxation and as a 
partner of Hamilton Capital Partners LLP, is the driving force behind 
a number of that partnership’s investment projects. 
TIM MICKLEY ACMA, 46, NON-EXECUTIVE DIRECTOR 
 
Joined Board November 2010 
 
Current Roles 
Non-Executive Director of NetPlay TV plc and Chief Financial Officer 
of Safecharge International Group Limited. 
 
Past Roles 
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. 
 
Brings to the Board 
Tim led the gaming team at Collins Stewart and advised on a number 
of significant transactions in this sector. 
GRAHAM STEVENS, 57, NON-EXECUTIVE DIRECTOR 
 
Joined Board August 2003 
 
Current Roles 
Non-Executive Director of NetPlay TV plc and Finance Director of 
Plexus Holdings plc. 
 
Past Roles 
Until 2010, Graham was non-executive director and chairman of the 
Audit and Remuneration Committee of NRX Global Inc., the only 
commercial platform for building, standardising and sustaining 
maintenance master data for asset intensive companies around the 
world, and which has subsequently been acquired by HubHead Corp., 
the Enterprise Asset Hub Company. He has broad experience within 
both public and private companies, including Fii Group plc, Sketchley 
Group plc, BSM Group Limited and J Sainsbury plc. 
 
Brings to the Board 
Experience in financial, corporate, and operational management as 
both director and investor, and acted in the capacity of corporate 
finance adviser for a number of fundraisings and business 
acquisitions disposals, and restructurings. 
 
10  NetPlay TV plc - GOVERNANCE 
 
 
CORPORATE GOVERNANCE REPORT 
 
The following section sets out the key governance policies and 
practices adopted by the Group. In common with other companies 
traded on AIM, NetPlay TV plc is not required to follow the guidelines 
set out in the UK Corporate Governance Code (“the Code”) and does 
not claim to do so. The Directors have given consideration to the Code 
and have chosen to provide certain information on how the Group has 
adopted various principles of it. 
 
Board 
At the date of this report, the Group Board was made up of two 
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 month and additional Board meetings are held as required. 
 
During the year, the Board met 22 times and the following attendance 
occurred: 
 
C A N Butler 22 
G P Stevens 20 
A C Lapping  22 
T S Mickley 19 
A Kumar
     
 22 
B J L Larsen            22 
 
The Board is assisted in the discharge of its duties by the following 
Board committees: 
 
Audit Committee 
The Audit Committee, which comprises two Non-Executive Directors: 
G P Stevens who chairs the Audit Committee; 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 twice. 
G P Stevens and A C Lapping attended both meetings. 
 
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. 
  
11  NetPlay TV plc - GOVERNANCE 
 
 
 
 
REMUNERATION COMMMITTEE REPORT 
 
Companies trading on AIM are not required to provide a formal 
remuneration report. However, in line with current best practice this 
report provides information to enable a greater level of understanding 
as to how Directors’ remuneration is determined. As this report is 
disclosed voluntarily it has not been subject to audit. 
 
Remuneration Committee 
The Remuneration Committee (“the Committee”), which comprises 
two Non-Executive Directors: G P Stevens who chairs the Committee 
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 or Group Finance Director 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 Senior 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 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. 
 
(ii) Performance related bonus: 
Performance related bonuses are designed to reward contribution 
and to encourage the achievement of targeted levels of performance 
over the short term. The maximum cash bonuses are set by the 
Committee and are subject to stretching targets linked to both 
individual performance and the Group’s operating performance. The 
performance related bonus evaluation period runs annually from April 
to March, in line with the Company’s annual evaluation period for the 
senior management and wider Group staff. Additionally the 
Remuneration Committee will consider discretionary performance 
related bonuses for Executive Directors and Senior Management for 
any work associated with dealing with leavers, adjustments to awards 
and performance criteria following acquisitions, disposals, changes in 
share capital and to take account of the impact of M&A activity. 
 
(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 notes 6 
and 25 to the financial statements. 
 
(iv) Pension arrangements: 
The Group does not operate a pension scheme for Directors; however 
it does make contributions to personal pension plans. 
 
(v) Other benefits: 
Other benefits for Executive Directors include a private health care 
scheme, critical illness insurance and relevant life insurance. 
 
Service contracts 
A Kumar has a service agreement, dated 25 November 2013, which 
is terminable on six months’ notice by either party. 
 
B J L Larsen has a service agreement, dated 17 August 2014, which 
is terminable on six months’ 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 A N Butler 10 September 2014 
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 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. 
 
Director’s beneficial interests in ordinary shares 
The beneficial interests of the directors (including Connected Persons) 
who held office during the year in the shares of the Company were as 
follows: 
 
 
 
Number of 
Ordinary 
shares of 1p 
each 
2015 
Number of 
Ordinary 
shares of 1p 
each 
2014 
C A N Butler 3,100,000 3,100,000 
A Kumar 310,400 310,400 
A C Lapping 3,790,184 3,530,184 
B J L Larsen 105,333 105,333 
T S Mickley – – 
G P Stevens 431,667 431,667 
 7,737,584 7,477,584 
 
12  NetPlay TV plc - GOVERNANCE 
 
 
 
Director’s remuneration 
Directors’ remuneration is as follows: 
 
Emoluments and 
compensation
*
 
2015 
£ 000s 
Contributions 
 to pension  
2015 
£ 000s 
Total 
emoluments 
2015 
£ 000s 
Total  
emoluments 
2014 
£ 000s 
Executive Directors     
A Kumar
1
 109 41 150 111 
B J L Larsen
2
 149 22 171 63 
     
Non-Executive Directors     
C A N Butler
3
 45 – 45 131 
C Jones
4
 – – – 32 
A C Lapping 25 – 25 25 
T S Mickley 25 – 25 25 
G P Stevens 30 – 30 30 
 
*
 Emoluments and compensation include any cash and non-cash benefits received. In addition any 
performance related bonuses either paid or accrued in full in relation to the financial year have been 
included within the above table.  
1
 A Kumar’s emoluments include £5,000 in respect of directorships of subsidiary companies (2014: 
£5,000) and £5,000 in respect of his role as Company Secretary (2014: £1,667). 
2
 B J L Larsen’s 2014 emoluments are from 5 August 2014 (being the date he was appointed a Director 
of the Company). Additionally his 2014 emoluments show a one-off relocation allowance in relation 
to his appointment in 2014 of £35,000 which was paid in December 2015. 
3
 On 15 September 2014 C A N Butler resigned as Chief Executive Officer and was appointed Non-
Executive Chairman. C A N Butler’s 2014 emoluments are £117,000 in respect of his capacity as an 
Chief Executive Office and £14,000 in respect of his role as Non-Executive Chairman. 
4
 C Jones’ resigned on 12 September 2014. 
 
 
 
 
 
Directors’ interests in share options and 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 
Number 
 
Issued during the 
year 
Number 
Exercised  
during  
the year 
Number 
Lapsed  
during  
the year 
Number 
Surrendered  
during  
the year 
Number 
Share options  
at end  
of year 
Number 
Exercise  
price 
Pence 
Exercise  
period 
C A N Butler 824,154 – – – – 824,154 4.28 
18/11/2011 – 
17/11/2020 
A C Lapping 166,666 – – – – 166,666 4.28 
G P Stevens 166,666 – – – – 166,666 4.28 
         
C A N Butler 3,662,077 – – – – 3,662,077 4.28 
18/10/2011 – 
17/11/2020 
A C Lapping 166,667 – – – – 166,667 4.28 
G P Stevens 166,667 – – – – 166,667 4.28 
         
A C Lapping 166,667 – – – – 166,667 4.28 26/09/2012 – 
17/11/2020 G P Stevens 166,667 – – – – 166,667 4.28 
         
B J L Larsen 250,000 – – – – 250,000  08/02/2015 – 
07/02/2023 A Kumar 333,333 – – – – 333,333 11.875 
         
B J L Larsen 375,000 – – – – 375,000  08/02/2016 – 
07/02/2023 A Kumar 500,000 – – – – 500,000 11.875 
         
B J L Larsen 1,007,524 – – – – 1,007,524 8.01 24/10/2015 –  
A Kumar 1,007,524 – – – – 1,007,524 8.01 23/10/2024 
         
B J L Larsen 1,007,524 – – – – 1,007,524 8.01 Dependent on 
A Kumar 1,007,524 – – – – 1,007,524 8.01 share price 
1
 
         
B J L Larsen 1,007,524 – – – – 1,007,524 8.01 Dependent on 
A Kumar 1,007,524 – – – – 1,007,524 8.01 share price 
2
 
         
 12,989,708 – – – – 12,989,708   
 
1
 Exercisable from the date that the 20 day average share price of shares in the Company reaches 12.88 pence, until 24 October 2024 
2
 Exercisable from the date that the 20 day average share price of shares in the Company reaches 14.88 pence, until 24 October 2024 
 
 
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 2015 was 7.375 pence (31 December 2014: 7.125 pence) 
and the range during the financial year was from 7.1 pence to 11.86 
pence (2014: 7 pence to 23.9 pence). 
 
13  NetPlay TV plc - GOVERNANCE 
 
 
 
DIRECTOR’S REPORT 
 
The Directors present their annual report together with the audited 
financial statements for the year ended 31 December 2015. 
 
Directors 
The Directors who served during the year and to the date of this report 
were: 
 
 C A N Butler   
 A Kumar  
 B J L Larsen 
 A C Lapping 
 T S Mickley 
 G P Stevens 
 
Details of Directors’ service contracts are contained within the 
Corporate Governance report on page 12. Details of their share 
interests and other details of their remuneration by the Company are 
contained in the Directors’ remuneration report in note 6 of the 
financial statements. 
 
Financial instruments 
Details of the Group’s financial risk management objectives and policies 
are included in note 22 to the financial statements. 
 
Going concern 
The Group’s Financial and Performance Review is set out on page 5 
and current trading and outlook set out in the Chief Executive’s 
Review on page 3.  
 
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. 
 
Appointment and replacement of Directors 
Directors are appointed to, or removed from, the Board according to 
the provisions contained in the Company’s Articles of Association 
(“Articles”) and the requirements of the Companies Act 2006. A copy 
of the Articles is available to view on the Company’s website 
www.netplaytv.com. 
 
Directors’ indemnities and insurance 
Each of the Directors has been provided with a qualifying third-party 
indemnity from the Company. The Company maintains Directors’ and 
officers’ liability insurance. 
 
Substantial Shareholdings and Interests 
At the 15 March 2016, being the last practicable date prior to the 
publication of this of this Annual Report, the Company has received 
notice that the persons noted in the table below had interests in 3% of 
the total voting rights of the Company: 
 
 
Number of 
Ordinary 
shares of 1p 
each 
% Issued 
Share Capital 
 
 
Directforce Trading Limited 83,112,768 28.02% 
Henderson Global Investors 41,662,237 14.04% 
Schroder Investment Management 20,785,938 7.00% 
Slater Investments 12,540,000 4.22% 
Shareholdings beneath 3% 138,509,619 46.72% 
 296,610,562 100.00% 
 
 
Annual General Meeting 
The AGM will be held at the Company’s registered office: Battersea 
Studios, 80 Silverthorne Road, London, SW8 3HE on Thursday 12 
May 2016. 
 
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. 
 
The auditors, BDO LLP, have indicated 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 
 
 
 
 
 
Bjarke Larsen 
Director 
18 March 2016 
 
14  NetPlay TV plc - GOVERNANCE 
 
 
DIRECTOR’S 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 are required to prepare 
the group and company financial statements and have elected to prepare 
them  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 financial 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. 
 
 
15  NetPlay TV plc - GOVERNANCE 
 
 
 
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 2015 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 the preparation of the group 
financial statements 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 Financial Reporting Council’s (FRC’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 FRC’s website at 
www.frc.org.uk/auditscopeukprivate. 
 
 
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 
2015 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 strategic report and 
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. 
 
 
 
 
 
 
Kieran Storan  
(senior statutory auditor) 
For and on behalf of BDO LLP, statutory auditor 
London 
United Kingdom 
18 March 2016 
 
BDO LLP is a limited liability partnership registered in England and 
Wales (with registered number OC305127). 
 
 
 
 
 
 
 
 
16  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 
FOR THE YEAR ENDED 31 DECEMBER 2015 
 
 
 Note 
Year ended  
31 December 
2015 
£ 000s 
Year ended  
31 December 
 2014 
£ 000s 
Net revenue  26,253 27,358 
Betting and gaming duties  (3,761) (518) 
Marketing expenses  (9,355) (13,365) 
Operating expenses  (6,016) (6,373) 
Administrative expenses  (6,542) (7,062) 
Adjusted EBITDA
‡‡
  2,686 3,565 
Depreciation of property, plant and equipment 12 (301) (314) 
Amortisation of intangible assets 15 (1,472) (1,598) 
Impairment of intangible assets 15 – (869) 
Acquisition and other expenses 5 (167) (798) 
Share based payments  (167) 54 
Profit from operations  579 40 
Finance income 8 45 53 
Profit before taxation  624 93 
Income tax credit/ (charge) 9 21 (193) 
(Loss)/ profit for the year and total comprehensive income  645 (100) 
    
Earnings per share    
Basic earnings per share (pence) 10 0.22 (0.03) 
Diluted earnings per share (pence) 10 0.21  (0.03) 
 
 
The notes on pages 24 to 41 form part of these consolidated financial statements. The Company has taken advantage of section 408 of the 
Companies Act 2006 not to publish its own statement of comprehensive income. 
 
 
 
 
  
                                                        
‡‡
 Adjusted EBITDA is a non-GAAP, company specific measure and excludes acquisition related and other expenses described in note 5, impairment of intangible assets described in note 15 and 
share based payment charges described in note 25.  
 
17  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 
AS AT 31 DECEMBER 2015 
Company registration number: 03954744 
 
 Note 
Year ended 
 31 December  
2015 
£ 000s 
Year ended  
31 December  
2014 
£ 000s 
Assets    
Non-current assets    
Property, plant and equipment 12 445 526 
Goodwill 14 5,232 4,171 
Other intangible assets 15 3,285 2,068 
Deferred tax asset 16 62 38 
Total non-current assets  9,024 6,803 
Current assets    
Trade and other receivables 18 1,644 1,596 
Cash and cash equivalents 22 13,000 14,186 
Total current assets  14,644 15,782 
Total assets  23,668 22,585 
Equity and liabilities    
Share capital 24 2,966 2,966 
Share premium 24 668 668 
Merger reserve  1,088 1,088 
Retained earnings  10,547 11,366 
Total equity  15,269 16,088 
Current liabilities    
Trade and other payables 19 8,399 6,434 
Provisions for other liabilities and charges 20 – 63 
Total current liabilities  8,399 6,497 
Total equity and liabilities  23,668 22,585 
 
The notes on pages 24 to 41 form part of these financial statements. 
 
These financial statements were approved by the Board of Directors and authorised for issue on 18 March 2016 and signed on their behalf by: 
 
 
   
 
 
Bjarke Larsen    Akshay Kumar 
 
Director     Director 
  
18  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
CONSOLIDATED STATEMENT OF CASH FLOWS 
FOR THE YEAR ENDED 31 DECEMBER 2015 
 
 
 Note 
Year ended 
 31 December  
2015 
£ 000s 
Year ended  
31 December  
2014 
£ 000s 
Cash flows from operating activities    
Profit/ (loss) for the year  645 (100) 
Adjustments for:    
Depreciation of property, plant and equipment 12 301 314 
Amortisation of intangible assets 15 1,472 1,598 
Impairment of intangible assets 15 – 869 
Share based payments  167 (54) 
Finance income     8 (45) (53) 
Income tax (credit)/ charge   9 (21) 193 
Decrease/ (increase) in trade and other receivables  19 (589) 
Increase in trade and other payables  1,146 278 
Decrease in provisions for other liabilities and charges 20 (63) (315) 
Cash generated from operations  3,621 2,141 
Cash flows from investing activities    
Acquisition of business  28 (2,645) – 
Purchase of property, plant and equipment 12 (220) (258) 
Purchase of intangible assets 15 (356) (261) 
Interest received   8 45 53 
Net cash used in investing activities  (3,176) (466) 
Cash flows from financing activities    
Proceeds from issuance of ordinary shares under share options 24 – 198 
Dividend paid 21 (1,631) (1,598) 
Net cash from financing activities  (1,631) (1,400) 
Net (decrease)/ increase in cash and cash equivalents  (1,186) 275 
Cash and cash equivalents at beginning of period 22 14,186 13,911 
Cash and cash equivalents at end of period 22 13,000 14,186 
 
The notes on pages 24 to 41 form part of these financial statements. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
  
19  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 
FOR THE YEAR ENDED 31 DECEMBER 2015 
 
 
 
Share  
capital 
£ 000s 
Share  
premium 
£ 000s 
Merger  
reserve 
£ 000s 
Retained  
earnings 
£ 000s 
Total 
£ 000s 
As at 1 January 2014 2,936 500 1,088 13,001 17,525 
Profit for the year and total comprehensive income – – – (100) (100) 
Shares issued for employee share options 30 168 – – 198 
Share based payments charge  – – – 63 63 
Dividend paid (note 21) – – – (1,598) (1,598) 
As at 31 December 2014 2,966 668 1,088 11,366 16,088 
Profit for the year and total comprehensive income – – – 645 645 
Share based payments charge  – – – 167 167 
Dividend paid (note 21) – – – (1,631) (1,631) 
As at 31 December 2015 2,966 668 1,088 10,547 15,269 
 
The notes on pages 24 to 41 form part of these financial statements. 
 
 
 
 
 
 
 
 
 
 
  
20  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
COMPANY STATEMENT OF FINANCIAL POSITION 
AS AT 31 DECEMBER 2015 
Company registration number: 03954744 
 
 Note 
Year ended 
 31 December  
2015 
£ 000s 
Year ended  
31 December  
2014 
£ 000s 
Assets    
Non-current assets    
Property, plant and equipment 13 61 59 
Investments 17 6,268 6,298 
Deferred tax asset 16 3 – 
Trade and other debtors 18 3,262 – 
Total non-current assets  9,594 6,357 
Current assets    
Trade and other receivables 18 721 1,306 
Cash and cash equivalents 23 4,118 5,295 
Total current assets  4,839 6,601 
Total assets  14,433 12,958 
Equity and liabilities    
Share capital 24 2,966 2,966 
Share premium 24 668 668 
Retained earnings  8,819 7,963 
Total equity  12,453 11,597 
Current liabilities    
Trade and other payables 19 1,980 1,361 
Total current liabilities  1,980 1,361 
Total equity and liabilities  14,433 12,958 
 
The notes on pages 24 to 41 form part of these financial statements. 
 
These financial statements were approved by the Board of Directors and authorised for issue on 18 March 2016 and signed on their behalf by: 
 
 
 
 
   
 
Bjarke Larsen    Akshay Kumar 
 
 
Director     Director 
 
  
21  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
 
COMPANY STATEMENT OF CASH FLOWS 
FOR THE YEAR ENDED 31 DECEMBER 2015 
 
 
 Note 
Year ended 
 31 December  
2015 
£ 000s 
Year ended  
31 December  
2014 
£ 000s 
Cash flows from operating activities    
Profit for the year 11 2,320 375 
Adjustments for:    
Depreciation of property, plant and equipment  13 35 23 
Impairment of investments 17 120 1,066 
Share based payments  84 23 
Dividend income from subsidiary undertaking  (3,000) – 
Finance income  (107) (45) 
Income tax (credit)/ charge  (3) 163 
Decrease/ (increase) in trade and other receivables  682 (1,637) 
Increase/(decrease) in trade and other payables  614 (247) 
Cash generated from operations  745 (279) 
Cash flows from investing activities    
Dividends received  3,000 – 
Loans granted to subsidiary undertaking  (3,500) – 
Purchase of property, plant and equipment 13 (37) (54) 
Interest received  107 45 
Net cash from in investing activities  (430) (9) 
Cash flows from financing activities    
Proceeds from issuance of ordinary shares under share options 24 – 198 
Repayment of borrowings  139 800 
Dividend paid 21 (1,631) (1,598) 
Net cash from financing activities  (1,492) (600) 
Net decrease in cash and cash equivalents  (1,177) (888) 
Cash and cash equivalents at beginning of period 23 5,295 6,183 
Cash and cash equivalents at end of period 23 4,118 5,295 
 
The notes on pages 24 to 41 form part of these financial statements. 
 
  
22  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
COMPANY STATEMENT OF CHANGES IN EQUITY 
FOR THE YEAR ENDED 31 DECEMBER 2015 
 
 
 
Share  
capital 
£ 000s 
Share  
premium 
£ 000s 
Retained  
earnings 
£ 000s 
Total 
£ 000s 
As at 1 January 2014 2,936 500 9,123 12,559 
Profit and total comprehensive income for the year – – 375 375 
Shares issued for employee share options  30 168 – 198 
Share based payment charges:     
   - Charge for the year – – 23 23 
   - Additions to investments – – 40 40 
Dividend paid (note 21) – – (1,598) (1,598) 
As at 31 December 2014 2,966 668 7,963 11,597 
Profit and total comprehensive income for the year – – 2,320 2,320 
Share based payment charges:     
   - Charge for the year – – 84 84 
   - Additions to investments – – 83 83 
Dividend paid (note 21) – – (1,631) (1,631) 
As at 31 December 2015 2,966 668 8,819 12,453 
 
  
23  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
 
1. ACCOUNTING POLICIES 
 
General information 
NetPlay TV plc (“the Company”) and its subsidiaries (together, “the Group”) operate a number of interactive gaming services under an Alderney gaming 
licence, including Supercasino.com, Jackpot247.com and Vernons.com. The Group is focused on the delivery of a converged interactive gaming 
experience allowing its customers to interact with its games on a variety of platforms: TV, internet, mobile and tablet from a common integrated wallet. On 
11 August 2015, the Group acquired the trade and assets of Otherside Inc a digital marketing business speciallising in online marketing, display media 
and affiliation, underpinned by its proprietary online marketing platform across a range of sectors. 
 
The Company is admitted to trading on the AIM market of the London Stock Exchange. It is incorporated and domiciled in the UK. The address of its 
registered office is Battersea Studios, 80 Silverthorne Road, London, SW8 3HE. 
 
Basis of preparation 
The principal accounting policies applied in the preparation of both the Company and the consolidated financial statements are set out below. These 
policies have been consistently applied to the years presented, unless otherwise stated. 
 
These financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards 
and Interpretations (collectively “IFRSs”) issued by the International Accounting Standards Board (“IASB”) as adopted by the European Union 
(“adopted IFRSs”). 
 
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. Where the Company has control over an investee, it is classified as a subsidiary. The Company controls and investee if all three of the 
following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power 
to affect those variable returns.  
 
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 
Net revenue is defined as either Business-to-Customer (B2C) net revenue or Business-to-Business (B2B) net revenue.  
 
B2C net revenue comprises gross income less customer incentives expensed in the period. Gross income comprises gross gaming win and ancillary 
income. Customer incentives expensed in the period represent the actual cost of customer incentives redeemed as well as an adjustment for the 
movement in the fair value of unredeemed customer incentives.  
 
Gross gaming win represents gross bets and wagers, being amounts staked, less player winnings in the financial year. Gross gaming win is recognised 
when the bet or wager is settled. Ancillary income is predominantly in relation to broadcast airtime and is not directly related to the operation of the 
interactive gaming services under its gaming licenses. This income is recognised when the amount of revenue can be reliably measured and when it 
is probable that future economic benefits will flow to the entity. This occurs when a third-party income estimation matches the Group’s expectation. 
 
B2B net revenue is measured at the fair value of the consideration received or receivable, and received and represents amounts received for marketing 
services supplied, stated net of discounts. The Group recongnises revenue when the amount of revenue can be reliably measured and when it is 
probable that economic benefit will flow to the Group. 
 
Betting and gaming duties 
Betting and gaming duties comprise the UK Point of Consumption (POC) duty on gaming revenues and associated regulatory license and compliance 
fees and other expenses incurred as a result of the licenses the Company is required to hold. Betting and gaming duty liabilities are recognised when 
the bet or wager is settled. 
 
This expenditure was included within operating expenses in the prior years. However the Directors have chosen to provide greater clarity and 
transparency to the face of the consolidated statement of comprehensive income by separately disclosing this item.  
 
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 
 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. 
 
 
 
24  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
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. 
 
Dividends 
Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the 
Directors. In the case of final dividends, this is when approved by the shareholders at the AGM. 
 
Pension costs 
The Group makes contributions to defined contribution plans. The Group pays contributions to publicly or privately administered pension insurance 
plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The 
contributions are recognised as employee benefit expense when they are due.  
 
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. 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. 
 
Customer relationships 
Externally acquired customer relationships are capitalised at cost and are subject to 50% straight-line amortisation. 
 
Customer relationships 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 amortisation over the expected useful life of the customer which is estimated to be between 2 and 5 years. 
 
Internally generated player databases are not capitalised. 
 
Brands 
Brands acquired as part of business combinations are valued by applying a royalty rate to the estimated discounted future revenues that will be generated 
and are subject to 10% straight-line amortisation. 
 
Websites and other software development costs 
Website and other software 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.  
 
Software development acquired as part of a business combination is valued using estimating the discounted future cash flows produced by applying 
a royalty rate to the revenues that the software is expected to drive. These are subject to a 20% straight-line amortisation. 
 
Domain names 
Externally acquired domain names are capitalised at cost and are subject to 10% 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 10% straight-line amortisation. 
 
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 which is typically between 2 and 5 years. 
  
Internally generated partner relationships are not capitalised. 
 
  
25  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
 
Impairment 
Impairment tests on goodwill are undertaken annually at the financial year end. Other non-financial assets are subject to impairment tests whenever 
events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its 
recoverable amount (i.e. the higher of the value in use and fair value less costs to sell), the asset is written down accordingly. 
 
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets 
to which it belongs for which there are separately identifiable cash flows; its cash generating units (‘CGUs’). Goodwill is allocated on initial recognition 
to each of the Group’s CGUs that are expected to benefit form a business combination that gives rise to the goodwill. 
 
Impairment charges are included in the statement of comprehensive income, except to the extent they reverse gains previously recognized in other 
comprehensive income. An impairment loss recognized for goodwill is not reversed. 
 
Investments (Company accounts) 
Investments in subsidiary undertakings are stated at the fair value of the consideration paid plus share based payments subsequently granted by 
the Company to employees of the subsidiary incurred to date. Investments that were acquired prior to the Company’s conversion to IFRS are held at 
cost which is the aggregate of the nominal value of the Company’s shares plus  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. 
 
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 
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.  
 
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 assets. 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 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. 
 
Financial liabilities 
Financial liabilities held by the Group consist of customer funds held, 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 for other liabilities and charges 
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.  Share-based payments in respect of subsidiaries are added to the cost of investment of the 
respective subsidiary in the Company statement of financial position. 
 
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. 
 
 
26  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, 
ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions 
are considered when calculating the fair value of the options granted. The cumulative charge is not adjusted for the failure to meet market vesting 
conditions. 
 
 
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 is funded entirely though equity share capital and retained earnings. If financing is required the Board will consider whether debt or equity 
financing is more appropriate and proceed accordingly.  
 
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. 
 
The preparation of financial statements under IFRS requires the Group to make estimates and judgements that affect the application of policies and 
reported amounts. Estimates and judgements are continually evaluated and are based on historical experience and other factors including 
expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. 
 
Included below are the areas that the Directors consider require estimates, judgements and assumptions which have a significant risk of causing a 
material adjustment to the carrying amount of assets and liabilities 
 
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. 
 
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 is stated in the relevant notes to the financial statements (notes 14 and 15).  
 
Standards and interpretations 
None of the new standards, interpretations and amendments, which are effective for periods beginning after 1 January 2016 are expected to have a 
material effect on the Group’s future financial statements. 
 
 
 
 
27  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
  
2. SEGMENTAL INFORMATION 
The Board is the Group’s chief operating decision-maker. Management has determined the operating segments based on the information reviewed 
by the Board for the purposes of allocating resources and assessing performance. The Group has two reportable segments, being the Business-to- 
Customer (B2C) and Business-to-Business (B2B).  
 
B2C consists of all online products and ancillary income. This segment was known as the Online Gaming segment in prior period. The brands operated 
in this division are Supercasino.com, Jackpot247.com and Vernons.com. These brands operate online gaming and betting products which 
management deem to have similar economic characteristics and customers, and therefore are aggregated into one reportable segment. 
 
B2B relates to the online marketing, product development and technology business which was acquired during the year ended 31 December 2015. 
 
The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies. The Board 
evaluates performance on the basis of segment contribution. This measurement basis excludes head office costs not derived from operations of any 
segment and are only disclosed in total. 
 
 
2015 
B2C 
£ 000s 
2015 
B2B 
£ 000s 
2015 
Total 
£ 000s 
2014 
B2C & Total 
£ 000s 
Net revenue 25,177 1,076 26,253 27,358 
Betting and gaming duties (3,761) – (3,761) (518) 
Marketing expenses (8,770) (624) (9,394) (12,942) 
Operating expenses (6,003) (13) (6,016) (6,241) 
Administrative expenses (2,677) (278) (2,955) (2,828) 
Segment contribution 3,966 161 4,127 4,829 
Administrative expenses – Head Office Costs   (1,441) (1,264) 
Adjusted EBITDA   2,686 3,565 
Depreciation of property, plant and equipment   (301) (314) 
Amortisation of intangible assets acquired externally or internally 
generated    (191) (78) 
Finance income   45 53 
Adjusted PBT   2,239 3,226 
Acquisition related and other expenses   (167) (798) 
Amortisation of intangible assets acquired through business 
combination   (1,281) (1,520) 
Impairment of intangible assets   – (869) 
Share based payments   (167) 54 
Profit before tax    624 93 
 
B2C gross income of £33,871,000 (2014: £36,496,000) comprises of gross gaming income of £33,102,000 (2014: £35,721,000) and ancillary 
income of £769,000 (2014: £775,000). B2C net revenue of £25,177,000 (2014: 27,358,000) is the B2C gross income offset by customer incentives 
of £8,694,000 (2014: £9,138,000). 
 
 
External revenue by  
location of customers 
Non-current assets by  
location of assets 
 
2015 
£ 000s 
2014 
£ 000s 
2015 
£ 000s 
2014 
£ 000s 
Geographical information 
United Kingdom including Channel Islands 24,775 27,032 5,717 6,503 
British Virgin Islands – – 3,272 300 
Rest of World 402 326 35 – 
B2B revenue 1,076 – – – 
 26,253 27,358 9,024 6,803 
 
The Group does not report B2B revenue by geographical location of its customers as the necessary information is not readily available.  
 
3. PROFIT BEFORE TAXATION 
 
 
2015 
£ 000s 
2014 
£ 000s 
Profit before taxation is stated after charging/(crediting):   
Depreciation of property, plant and equipment 301 314 
Amortisation of intangible assets 1,472 1,598 
Acquisition related and other expenses 167 798 
Impairment of intangibles assets – 869 
Equity settled share based payments 167 (54) 
Operating lease rentals: land and buildings 432 444 
 
 
  
28  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
4. AUDITORS’ REMUNERATION 
During the year the Group obtained the following services from the Company’s auditor: 
 
 
2015 
£ 000s 
2014 
£ 000s 
Fees payable to the Company’s auditor for the audit of parent company and consolidated financial statements 77 75 
Fees payable to the Company’s auditors for other services:   
– Tax advisory services 17 16 
– Tax compliance service 19 18 
– Other services 30 2 
 143 111 
 
5. ACQUISITION RELATED AND OTHER EXPENSES 
 
Group 
2015 
£ 000s 
Group  
2014 
£ 000s 
Acquisition related expenses 149 – 
Reorganisation expenses 57 372 
Provision and incurred expenditure for breach of contract (23) 151 
Onerous contracts (16) 275 
 167 798 
   
Acquisition related expenses comprise one-off costs associated with the business combination described in note 28. 
 
Reorganisation expenses relate to one-time costs predominantly associated with the consolidation of business locations as the business prepared 
itself for POC. Provision and incurred expenditure for breach of contract related to an external marketing agency which the Group believed has failed 
to perform its obligation under its agreement. Onerous contracts related to marketing expenditure which the Group did not receive any value in 2014 
and was not expected to drive any value in future periods. The final settlement of these items took place in 2015 and therefore the corresponding 
charge or credit to the income statement is presented in the table above. 
 
The classification of these expenses in the Consolidated Statement of Comprehensive Income is as follows: 
 
   
 
Group 
2015 
£ 000s 
Group  
2014 
£ 000s 
Marketing expenses (39) 423 
Operating expenses – 132 
Administrative expenses 206 243 
 167 798 
 
 
 
6. DIRECTORS’ REMUNERATION & KEY MANAGEMENT COMPENSATION 
 
Directors’ remuneration for the year is as follows: 
 
 
Group &  
Company 
2015 
£ 000s 
Group &  
Company 
2014 
£ 000s 
Highest paid 
director 
2015 
£ 000s 
Highest paid 
director 
2014 
£ 000s 
Emoluments  382 355 149 108 
Gains made on the exercise of share options  – 204 – 195 
Company contributions to money purchase pension scheme  64 62 22 23 
  446 621 171 326 
 
Emoluments in the table above include salary, fees, bonuses and the estimated money value of any other benefits received by the director 
otherwise than in cash in relation to the financial year.  
 
During the year retirement benefits were accruing to two Directors (2014: three Directors) in respect of money purchase (defined contribution) pension 
schemes. The aggregate amount of any compensation to directors or past directors in respect of loss of office as a director is £nil (2014: £45,000). 
Key management compensation is as follows:    
Group 
2015 
£ 000s 
Group 
2014 
£ 000s 
Short-term employee benefits    700 451 
Post-employment benefits    66 62 
Share-based payment expense    49 11 
    815 524 
 
Key management personnel are Directors and management personnel that, in the view of the Board of Directors, have authority and responsibility 
for planning, directing, and controlling the activities of the Group within the financial period. Short-term employee benefits include employee benefits 
(other than termination benefits) that are due to be settled within twelve months after the end of the period in which the employees render the 
related service and are inclusive of employer social security contributions. 
 
 
  
29  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
 
7. STAFF NUMBERS AND COST 
The average number of persons, including Executive Directors, during the year was: 
 
 
2015 
Number 
2014 
Number 
Operational 46 47 
Customer Care – 7 
Marketing 28 27 
Management and Administrative 15 16 
 89 97 
 
 
 
The aggregate employee benefit expense is as follows: 
 
2015 
£ 000s 
2014 
£ 000s 
Wages and salaries 2,913 2,667 
Social security costs 279 301 
Pension contributions 114 83 
Share-based payment expense 167 (54) 
 3,473 2,997 
 
The Group makes contributions to defined contribution plans. The Group has no further payment obligations once the contributions have been paid. 
The contributions are recognised as employee benefit expense when they are due. 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 £114,000 (2014: £83,000). Of this amount, £14,000 
(2014: £6,000) is included within other payables at 31 December 2015. 
 
Key management personnel and their compensation can be found in note 6. 
 
 
 
8. FINANCE INCOME 
 
 
2015 
£ 000s 
2014 
£ 000s 
Bank interest 45 53 
 
 
 
9. INCOME TAX 
 
 
2015 
£ 000s 
2014 
£ 000s 
Current tax   
Current tax on profits for the year 3 – 
Adjustment in respect of prior years – – 
Total current tax  3 – 
Deferred tax (note 16) (24) 193 
Total tax (credit) / charge (21) 193 
 
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 20.3% (2014: 23.5%). The differences are explained below: 
 
 
2015 
£ 000s 
2014 
£ 000s 
Profit/ (loss) for the year 645 (100) 
Tax (credit)/ charge (21) 193 
Profit before tax 624 93 
Tax at the UK corporation tax rate of 20.3% (2014: 21.5%) 126 21 
Effects of:   
Expenses not deductible for tax purposes 56  18 
Share options exercised – (61) 
Re-measurement of deferred tax asset (24) 193 
Difference in domestic tax rates (152) (267) 
Brought forward trading losses utilised in the year (118) (47) 
Unrelieved losses carried forward 91 336 
Tax (credit) / charge for the year (21) 193 
 
 
  
30  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
10. EARNINGS PER SHARE 
 
 
2015 
£ 000s 
 
2014 
£ 000s 
Profit attributable to shareholders   
Profit/(loss) after taxation  645 (100) 
   
 
Number of shares Number of shares 
Weighted average numbers of ordinary shares in issue 296,510,629 295,178,669 
Dilutive effect of shares under option 4,712,789 3,892,810 
Weighted average numbers of dilutive ordinary shares 301,223,418 299,071,479 
   
 
Pence per share Pence per share 
Earnings per share   
Basic 0.22 (0.03) 
Diluted 0.21 (0.03) 
 
 
Adjusted earnings per share 
An adjusted earnings per share, based on the profit before taxation before the amortisation of intangible assets acquired through business 
combination, share based payments and acquisition related and other expenses has been presented below in order to highlight the performance of 
the Group. 
 
 
2015 
£ 000s 
2014 
£ 000s 
Profit before taxation 624 93 
Impairment of intangible assets – 869 
Acquisition related and other expenses 167 798 
Amortisation of intangible assets acquired through business combination 1,281 1,520 
Share based payments 167 (54) 
Adjusted profit before taxation 2,239 3,226 
   
 Pence per share Pence per share 
Adjusted earnings per share   
Basic 0.76 1.09 
Diluted 0.74 1.07 
 
 
 
11. RESULT 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 profit after tax for the year was £2,320,000 (2014: loss after tax £375,000). 
 
 
 
 
12. PROPERTY, PLANT AND EQUIPMENT - GROUP 
 
 
Leasehold 
improvements 
£ 000s 
Computer 
equipment 
£ 000s 
Fixtures &  
fittings 
£ 000s 
Total 
£ 000s 
Cost     
As at 1 January 2014 465  3,156  214  3,835 
Additions –  235 23 258 
As at 31 December 2014 465 3,391 237 4,093 
Additions –  220 – 220 
As at 31 December 2015 465 3,611 237 4,313 
Depreciation     
As at 1 January 2014 438 2,640 175 3,253 
Charge in the year 27 267 20 314 
As at 31 December 2014 465 2,907 195 3,567 
Charge in the year – 279 22 301 
As at 31 December 2015 465 3,186 217 3,868 
Net book value     
As at 31 December 2015 – 425 20 445 
As at 31 December 2014 – 484 42 526 
 
 
 
  
31  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
 
13.  PROPERTY, PLANT AND EQUIPMENT - COMPANY 
 
 
Leasehold 
improvements 
£ 000s 
Computer 
equipment 
£ 000s 
Fixtures &  
fittings 
£ 000s 
Total 
£ 000s 
Cost     
As at 1 January 2014 299 197 67 563 
Additions – 44 10 54 
As at 31 December 2014 299 241 77 617 
Additions – 37 – 37 
Disposals – – – – 
As at 31 December 2015 299 278 77 654 
Depreciation     
As at 1 January 2014 299 169 67 535 
Charge in the year – 21 2 23 
As at 31 December 2014 299 190 69 558 
Charge in the year – 32 3 35 
As at 31 December 2015 299 222 72 593 
Net book value     
As at 31 December 2015 – 56 5 61 
As at 31 December 2014 – 51 8 59 
 
 
 
14. GOODWILL 
 
 £ 000s 
Cost & net book value  
As at 1 January 2014 and 1 January 2015 4,171 
Additions acquired through business combination (note 28) 1,061 
As at 31 December 2015 5,232 
As at 31 December 2014 4,171 
  
 
£2,565,000 of goodwill relates to the SuperCasino cash generating unit, which arose on the acquisition of NetPlay TV Services Limited and NetPlay 
TV Broadcasting Limited in December 2006. £1,050,000 of goodwill, relating to the Jackpot247 (formerly known as Challenge Jackpot) cash 
generating unit, arose on the business combination due to the acquisition of certain assets from Two Way Gaming Limited and the simultaneously 
entering into production and gaming contract with Virgin Media Television to operate the Jackpot247 Service in May 2009. £556,000 of goodwill arose 
on the business combination due to the acquisition Vernons.com business acquired from Sportech (Alderney) Limited in October 2013. £1,061,000 
of goodwill relates to the B2B cash generating unit which arose on the asset acquisition from Otherside Inc. in August 2015 as described in note 28. 
The recoverable amount of the SuperCasino, Jackpot247, Vernons.com and B2B cash generating units, to which this goodwill has been allocated, 
has been determined using value in use calculations. 
 
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.  
 
The value in use calculation for the B2B cash generating unit has been based on the forecast model based on historic information available prior and 
subsequent to the acquisition. 
 
Management forecasts cover a 12-month period and beyond that a growth rate of 2% is applied to cash flows. A discount rate of 8.3% has been used 
over five years. 
 
The Directors do not believe that any reasonably possible change in key assumptions would lead to an impairment of the carrying amount of the 
SuperCasino, Jackpot247, Vernons.com or B2B cash generating units. 
 
 
 
  
32  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
15. INTANGIBLE ASSETS 
 
 
Customer 
relationships 
£ 000s 
Brand 
£ 000s 
Domain  
names 
£ 000s 
Websites and other 
software  
development 
£ 000s 
Partner 
relationships 
Total 
£ 000s 
Cost       
As at 1 January 2014 6,051 460 5,401 281 997 13,190 
Additions 24 – – 237 – 261 
As at 31 December 2014 6,075 460 5,401 518 997 13,451 
Additions        
- intangible assets acquired through business combination 645 198 – 1,379 – 2,222 
- intangible assets acquired externally or generated internally – – – 466 – 466 
As at 31 December 2015 6,720 658 5,401 2,363 997 16,139 
Amortisation       
As at 1 January 2014 3,808 12 3,918 181 997 8,916 
Amortisation charge       
- intangible assets acquired through business combination 1,274 46 200 – – 1,520 
- intangible assets acquired externally or generated internally 14 – 4 60 – 78 
Impairment charge – – 869 – – 869 
As at 31 December 2014 5,096 58 4,991 241 997 11,383 
Amortisation charge       
- intangible assets acquired through business combination 1,012 54 100 115 – 1,281 
- intangible assets acquired externally or generated internally 11 – 7 172 – 190 
As at 31 December 2015 6,119 112 5,098 528 997 12,854 
Net book value       
As at 31 December 2015 601 546 303 1,835 – 3,285 
As at 31 December 2014 979 402 410 277 – 2,068 
 
£110,000 of the intangible assets acquired externally in 2015 remain unpaid at 31 December 2015. 
 
In 2014, following a strategic review management considered any indications of impairment on the domain names which were acquired as part of the 
Bingos transaction in 2008. As a result of the strategic review the domain names have been valued at fair value less costs of disposal. These fair 
value measurements have been classified as Level 2 in accordance with IFRS 13 as management have obtained an external valuation, considering 
similar market transactions in a relatively illiquid market.  As a result these assets were impaired by £869,000.  
 
 
16. DEFERRED TAX 
 
 
Group 
Tax losses 
£ 000s 
Company  
Tax losses 
£ 000s 
Deferred tax asset as at 1 January 2014  231 163 
Charge to the income statement (193) (163) 
Deferred tax asset as at 31 December 2014 38 – 
Charge to the income statement 24 3 
Deferred tax asset as at 31 December 2015 62 3 
 
Deferred income tax assets are recognised for tax loss carry-forwards to the extent that the realisation of the related tax benefit through future taxable 
profits is probable. At the year end the Group had unused tax losses of £7,378,935 (2014: £6,959,090) available for offset against future taxable 
profits from the Group and an unrecognised further deferred tax asset of £1,416,000 (2014: £1,476,000). 
 
 
 
17. NON-CURRENT ASSET INVESTMENTS 
 
 
Company 2015 
£ 000s 
Company 2014 
£ 000s 
Investment in subsidiary undertakings   
As at 1 January  6,298 7,324 
Additions 7 – 
Capital contribution relating to share based payment 83 40 
Impairment (120) (1,066) 
As at 31 December  6,268 6,298 
 
During the year the Company increased its investment in subsidiary undertakings through investments in the share capital of Synergy Digital Services 
Limited of £6,000 and Adfusion Web Services Limited of £1,000. In addition the Company increased its capital contribution due to Group share based 
payment arrangements between the parent and its subsidiaries by £83,000 (2014: £40,000). 
 
An impairment charge of £120,000 has been realised in the year in relation to NetPlay TV Marketing BVI Limited (2014: £1,066,000). The impairment 
charge has been realised to bring the investment value in line with the fair value of the net assets of the subsidiary. 
 
  
33  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
 
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 Group Limited Alderney TV and online gambling 100% 
NetPlay TV Broadcasting Limited UK TV broadcasting 100% 
NetPlay TV Marketing Services Limited UK Marketing services 100% 
NetPlay TV Services Limited UK TV and online gambling 100% 
NetPlay TV Marketing BVI Limited BVI Marketing services 100% 
Synergy Digital Services Limited BVI Online marketing 100% 
Adfusion Web Services Limited Israel Marketing services 100% 
 
Synergy Digital Services Limited was incorporated on 22nd June 2015 in the British Virgin Islands. Adfusion Web Services Limited was incorporated 
on 6
th
 August 2015 in Israel. 
 
18. TRADE AND OTHER RECEIVABLES 
 
Included within non-current assets: 
 
Group 
2015 
£ 000s 
Group  
2014 
£ 000s 
Company  
2015 
£ 000s 
Company 
2014 
£ 000s 
Amounts owed from Group undertakings – – 3,262 – 
 
Included within current assets: 
 
 
Group 
2015 
£ 000s 
Group  
2014 
£ 000s 
Company  
2015 
£ 000s 
Company 
2014 
£ 000s 
Trade receivables 80 52 – - 
Amounts owed from Group undertakings – – 428 1,100 
Prepayments and accrued income 1,212 1,229 172 100 
Other receivables 352 315 121 106 
 1,644 1,596 721 1,306 
 
The Group and Company do not have any receivables that are past due. 
 
 
19. TRADE AND OTHER PAYABLES 
 
 
Group 
2015 
£ 000s 
Group  
2014 
£ 000s 
Company  
2015 
£ 000s 
Company 
2014 
£ 000s 
Trade payables 1,406 1,644 208 118 
Amounts owed to Group undertakings – – 1,250 1,011 
Betting and gaming duties payable 909 303 – – 
Other taxes and social security 117 98 41 19 
Accruals 2,197 1,917 241 201 
Customer funds held 2,160 2,136 – – 
Other payables 1,610 336 240 12 
 8,399 6,434 1,980 1,361 
 
 
 
20. PROVISIONS FOR OTHER LIABILITIES AND CHARGES 
 
 
2015 
£ 000s 
  
2014 
£ 000s 
As at 1 January  63 378 
Charged / (credited) to the income statement   
 - made during the year – 63 
 - unused amounts reversed  (23) – 
 Utilised in the year (40) (378) 
As at 31 December  – 63 
 
A Provision of £63,000 relates to the unpaid element of the provision and incurred expenditure for breach of contract as described in note 5 was 
created in 2014 and subsequently reversed and utilised in 2015 when the liability was paid. 
 
 
  
34  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
21. DIVIDEND 
 
2015 
£ 000s 
2014 
£ 000s 
Final dividend: 0.33 pence (2014: 0.32 pence) per share proposed and paid relating to the previous year’s results 979 947 
Interim paid: 0.22 pence (2014: 0.22 pence) per share paid during the year 652 651 
 1,631 1,598 
 
A final dividend in respect of the year ended 31 December 2015 of 0.34 pence per share (totaling approximately £1,008,000) and a special dividend 
of 0.68 pence per share (totaling approximately £2,017,000) are to be proposed at the Annual General Meeting expected to be held on 12 May 2016. 
These financial statements do not reflect this dividend payable. 
 
 
22. 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 can be met. 
 
The Board receive information of cash balances daily in order to keep the Group’s liquidity under review. 
 
The following table sets out the contractual maturities of financial liabilities: 
 
 
At 31 December 2015 
Less than 
3 months 
£ 000s 
3 to 12  
months 
£ 000s 
Over 12 months 
£ 000s 
Trade payables 1,406 – – 
Accruals 2,179 18 – 
Customer funds held 2,160 – – 
Other payables 2,519 – – 
 8,264 18 – 
 
 
 
At 31 December 2014 
Less than 
3 months 
£ 000s 
3 to 12  
months 
£ 000s 
Over 12 months 
£ 000s 
Trade payables 1,644 - – 
Accruals 1,913 10 – 
Customer funds held 2,136 – – 
Other payables 638 - – 
 6,331 10 – 
 
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. 
 
The carrying value and the maximum exposure in relation to cash and cash equivalent and trade and other receivables are considered equal 
amounting to £14.6m (2014: £15.8m).                                                                                                                                                                          .                                            
 
Market risk 
Foreign currency risk 
Foreign exchange risk arises because the Group has assets and liabilities denominated in sterling, euros, US dollars and Israeli shekels. 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. 
 
Current assets and liabilities denominated in Euros (EUR), US Dollars (USD) and Israeli Shekels (ILS), translated into sterling are included within the 
statement of financial position as follows: 
 
 
EUR 
2015 
£ 000s 
EUR 
2014 
£ 000s 
USD 
2015 
£ 000s 
USD 
2014 
£ 000s 
ILS 
2015 
£ 000s 
ILS 
2014 
£ 000s 
Cash and cash equivalents 350 175 – – 28 – 
Trade and other receivables – – – – – – 
Trade and other payables (138) (86) (12) (7) (55) – 
Net current liabilities 212 89 (12) (7) (27) – 
 
Cash flow interest rate risk 
The Group’s interest rate risk arises from cash balances it holds. At 31 December 2015, if interest rates on cash deposits had been 10 basis points 
lower/higher with all other variables held constant, post-tax profit for the year and net assets would have been £14,000 lower/higher (2014: £14,000). 
 
35  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
 
Financial assets and liabilities 
Financial assets 
Group cash balances as at 31 December are shown in the table below: 
 
 
2015 
£ 000s 
2014 
£ 000s 
Cash held in client accounts 2,514 2,831 
Capital reduction trust bank account – 137 
Cash balances 10,486 11,218 
Net cash balances 13,000 14,186 
 
Net cash balances include restricted funds of £1.2m (2014: £0.1m) to satisfy betting and gaming duty payable, other taxes and social security 
payable and deferred consideration payable in respect of the business combination described in note 28. The Group has unrestricted access to all 
remaining cash balances. 
 
 
23.  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 2015 
Less than 
3 months 
£ 000s 
3 to 12  
months 
£ 000s 
Over  
12 months 
£ 000s 
Trade payables 208 – – 
Amounts owed to Group undertakings 1,250 – – 
Accruals 241 – – 
Other payables 240 – – 
 1,939 – – 
 
 
At 31 December 2014 
Less than 
3 months 
£ 000s 
3 to 12  
months 
£ 000s 
Over  
12 months 
£ 000s 
Trade payables 118 – – 
Amounts owed to Group undertakings 1,016 – – 
Accruals 191 10 – 
Other payables 6 – – 
 1,331 10 – 
 
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 Company 
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 Company’s policy to deposit funds 
only with reputable institutions, and to keep the position under review. 
 
The company’s carrying value and the maximum exposure in relation to cash and cash equivalent and trade and other receivables are considered 
equal amounting to £8.1m (2014: £6.6m).                                                                                                                                                                           
 
Cash flow interest rate risk 
The Company’s interest rate risk arises from cash balances it holds. At 31 December 2015, if interest rates on cash deposits had been 10 basis points 
lower/higher with all other variables held constant, post-tax profit for the year and net assets would have been £5,000 lower/higher (2014: £6,000). 
 
 
Financial assets and liabilities 
Financial assets 
Company cash balances as at 31 December are shown in the table below: 
 
 
2015 
£ 000s 
2014 
£ 000s 
Capital reduction trust bank account – 137 
Sterling cash balances 4,118 5,158 
Net cash balances 4,118 5,295 
 
 
 
  
36  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
24. SHARE CAPTIAL AND SHARE PREMIUM 
 
 
Ordinary shares of 1 pence each Number 
Ordinary shares 
£ 000s 
Share  
premium 
£ 000s 
Total 
£ 000s 
At 1 January 2014 293,544,212 2,936 500 3,436 
Employee share option scheme:     
– Proceeds from shares issued 3,066,350 30 168 198 
At 31 December 2014 and 31 December 2015 296,610,562 2,966 668 3,634 
 
 
25. 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: 
 
 
2015 
Number 
2014 
Number 
At the beginning of the year 99,933 99,933 
Movement in the year – – 
At the end of the year 99,933 99,933 
 
The market value of the shares held by the AESOP at 31 December 2015 was £7,375 (2014: £7,115). 
 
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 six months, or an alternative timescale 
if agreed by the Remuneration Committee. 
 
  
37  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
 
Options to subscribe under various schemes for ordinary shares of 1 pence, including those noted in Directors’ interests in note 6, are shown in the 
table below: 
 
Date of grant 
Exercise price per share 
Pence Exercise period 
2015 
Number 
2014 
Number 
30-Apr-07 23.250 30/04/2010–29/04/2017 30,554 30,554 
18-Nov-10 4.280 18/11/2011–17/11/2020 1,157,487 1,157,487 
18-Nov-10 4.280 18/10/2011–17/11/2020 3,995,411 3,995,411 
18-Nov-10 4.280 26/09/2012–17/11/2020 333,333 333,333 
18-May-12 9.000 18/05/2014–17/05/2022 24,000 24,000 
18-May-12 9.000 18/05/2015–17/05/2022 75,140 75,140 
08-Feb-13 11.875 08/02/2014–07/02/2023 113,903 123,333 
08-Feb-13 11.875 08/02/2015–07/02/2023 1,414,780 1,564,920 
08-Feb-13 11.875 08/02/2016–07/02/2023 2,198,450 2,423,660 
15-Oct-13 16.88 15/10/2014–14/10/2023 70,833 110,333 
15-Oct-13 16.88 15/10/2015–14/10/2023 141,667 220,667 
15-Oct-13 16.88 15/10/2016–14/10/2023 212,500 331,000 
16-Dec-13 19.375 16/12/2014–15/12/2023 47,750 80,250 
16-Dec-13 19.375 16/12/2015–15/12/2023 95,500 160,500 
16-Dec-13 19.375 16/12/2016–15/12/2023 143,250 240,750 
23-May-14 14.750 23/05/2015–22/05/2024 100,000 100,000 
23-May-14 14.750 23/05/2016–22/05/2024 100,000 100,000 
21-Oct-14 7.880 21/10/2015–20/10/2024 1,749,334 2,352,334 
21-Oct-14 7.880 Dependent on share price 
1
 1,749,334 2,352,334 
21-Oct-14 7.880 Dependent on share price 
2
 1,749,332 2,352,332 
24-Oct-14 8.010 24/10/2015-23/10/2024 2,015,048 2,015,048 
24-Oct-14 8.010 Dependent on share price
3
 2,015,048 2,015,048 
24-Oct-14 8.010 Dependent on share price
4
 2,015,048 2,015,048 
11-Dec-15 7.140 11/12/2016 – 11/12/2025 416,667 – 
11-Dec-15 7.140 Dependent on share price
5
 416,667 – 
11-Dec-15 7.140 Dependent on share price
6
 416,667 – 
   22,797,703 24,173,483 
 
1
Options are exercisable from the date that the share 20 day share price of the Company reaches 12.88 pence, until 21 October 2024 
2
Options are exercisable from the date that the share 20 day share price of the Company reaches 14.88 pence, until 21 October 2024 
3
Options are exercisable from the date that the share 20 day share price of the Company reaches 12.88 pence, until 24 October 2024 
4
Options are exercisable from the date that the share 20 day share price of the Company reaches 14.88 pence, until 24 October 2024 
5
Options are exercisable from the date that the share 20 day share price of the Company reaches 12.88 pence, until 11 December 2025 
6
Options are exercisable from the date that the share 20 day share price of the Company reaches 14.88 pence, until 11 December 2025 
 
 
 
 
The table below gives a reconciliation of the opening balance to the closing balance of these options: 
 
 Number 
As at 1 January 2014 15,968,195 
Options issued in the period 13,898,144 
Options lapsed (2,627,006) 
Options exercised (3,065,850) 
As at 31 December 2014 24,173,483 
Options issued in the period 1,250,000 
Options lapsed (2,625,780) 
Options exercised – 
Total options at 31 December 2015 22,797,703 
 
No share options were exercised during the year. The weighted average share price on the date of exercise in 2014 was 16.02 pence.  
 
The weighted average issue price in 2015 was 7.14 pence (2014: 8.04 pence). The weighted average fair value of options issued in 2015 was 0.61 
pence (2014: 0.85 pence).  
 
  
38  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
In accordance with IFRS 2: Share Based Payments, a charge of £167,000 (2014: £63,000) in respect of the fair value of share options has been 
included within the share based payment charge. £nil (2014: £27,000) of the share based payment charge relates to employer’s Class 1 national 
insurance contributions on issued share options. Significant inputs into the calculation include based on the date of grant are as follows: 
 
 
Date of grant Annualised volatility % Risk free Rate Dividend Yield (%) 
08-Feb-13 26.34 0.50 3.00 
15-Oct-13 29.01 0.50 2.40 
16-Dec-13 31.60 0.50 2.09 
23-May-14 35.54 0.50 3.50 
21-Oct-14 47.33 0.50 6.44 
24-Oct-14 47.29 0.50 6.55 
11-Dec-15 39.88 0.50 7.65 
 
  
 
26. RESERVES – GROUP 
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 
Retained earnings All other net gains, losses and transactions with shareholders not recognised elsewhere 
 
 
 
27. FINANCIAL COMMITMENTS 
The Group had future lease payments under non-cancellable operating leases on land and buildings, and other leases expiring as follows: 
 
 
2015 
£ 000s 
2014 
£ 000s 
Land & buildings   
Within one year 342 266 
After one year and within five years 909 1,244 
 1,252 1,510 
 
 
2015 
£ 000s 
2014 
£ 000s 
Other leases   
Within one year 5,570 4,431 
After one year and within five years 12,295 2,420 
 17,865 6,851 
 
The Group had no capital commitments as at 31 December 2015 (2014: £nil) save the £110,000 unpaid in respect of intangible assets as detailed 
in note 15. 
 
 
28. BUSINESS COMBINATIONS  
On 11 August 2015 the Group acquired the trade and assets of Otherside Inc. Details of the provisional fair value of the identifiable assets and 
liabilities acquired, purchase consideration and goodwill are as follows: 
 
 
Fair Value 
£ 000s 
Intangible assets  
- Customer relationships 645 
- Brand 198 
- Website and other software development 1,379 
Other receivables 65 
Other payables (191) 
Total net assets acquired 2,096 
Consideration 3,157 
Goodwill 1,061 
 
Acquisition costs of £149,000 arose as a result of the transaction. These costs were recognised within administrative expenses in the statement of 
comprehensive income in the year ended 31 December 2015.  
 
Of the £3,157,000 consideration, £2,645,000 was paid within the year and £512,000 is payable over 12 months from date of completion subject to 
the vendor completing certain deliverables. 
 
Since the date of acquisition, this business has contributed £1,076,000 to net revenue, £161,000 to adjusted EBITDA and £22,000 to profit before 
taxation.  If the business combination had occurred on 1 January 2015, total revenue derived from this business would be £2,674,000, adjusted 
EBITDA of £555,000 and net profit of £256,000. 
 
 
  
39  NetPlay TV plc – FINANCIAL STATEMENTS 
 
 
 
 
29. Related party transactions 
Key management personnel disclosure can be found in note 6. 
 
The following related party transactions took place during the period: 
 
SafeCharge Limited is a company related by a common significant shareholder. During the year the Group expensed £531,277 (2014: £618,728) of 
fees in relation to payment processing services provided by SafeCharge Limited. At 31 December 2015 SafeCharge Limited held pending customer 
funds of £675,012 (2014: £1,006,111) payable to the Group. 
 
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 period end position and movements 
in these balances: 
 
Intra-group transactions 
 
   
Receivables 
 2015 
 £ 000s 
Provision 
 2015 
  £ 000s 
Payables  
2015 
 £ 000s 
Net asset/ (liability) 
2015 
 £ 000s 
Net asset/ (liability) 
2014 
 £ 000s 
NetPlay TV Broadcasting Limited   3,000 (3,000) (350) (350) (425) 
NetPlay TV Marketing Services Limited   253 (250) – 3 (26) 
NetPlay TV Marketing BVI Limited   – – (900) (900) (905) 
NetPlay TV Group Limited   327 – – 327 1,445 
NetPlay TV Services Limited   3,418 (3,418) – – – 
Synergy Digital Services Limited   3,326 – – 3,326 – 
Adfusion Web Services Limited   34 – – 34 – 
   10,358 (6,668) (1,250) 2,440 89 
 
 
 
      
Income/ (expense) 
2015 
 £ 000s 
Income/ (expense) 
2014 
 £ 000s 
NetPlay TV Broadcasting Limited      634 621 
NetPlay TV Marketing Services Limited      197 186 
NetPlay TV Group Limited      240 243 
      1,071 1,050 
 
 
 
 
  
 
 
 
40   
 
 
 
  
OFFICERS AND PROFESSIONAL ADVISORS 
 
Directors 
C A N Butler 
Non-Executive Chairman 
B J L Larsen 
Chief Executive Officer 
A Kumar 
Group Finance Director 
G P Stevens 
Non-Executive Director 
A C Lapping 
Non-Executive Director 
T S Mickley 
Non-Executive Director 
 
Company Secretary 
A Kumar 
 
Registered office 
Battersea Studios 
80 Silverthorne Road 
London SW8 3HE 
 
Auditors 
BDO LLP 
55 Baker Street 
London W1U 7EU 
 
Registrars 
Neville Registrars Ltd 
Neville House 
18 Laurel Lane 
Halesowen 
West Midlands B63 3DA 
 
Nominated Advisers 
Shore Capital & Corporate Limited 
Bond Street House,  
14 Clifford Street,  
London W1S 4JU 
 
Bankers 
Barclays Bank plc 
Wytham Court 
11 West Way 
Botley  
Oxford OX2 0YP 
 
 
 
 
 
 
 
 
 
Registered Office: 
NetPlay TV plc 
Battersea Studios 
80 Silverthorne Road 
London SW8 3HE 
 
Tel: +44 (0)20 7819 9100 
Fax: +44 (0)20 7819 9199 
 
 
 
 
41