Rightster Group plc Annual Report & Accounts 2014
RIGHT DIRECTION
Rightster Group plc Annual Report & Accounts 2014 Rightster simplifies the distribution and 
monetisation of online video through its software 
powered solutions. The Company brings together 
Content Owners, Creators, Brands and Publishers 
and helps them build and engage audiences online 
with optimal impact and efficiency. 
Welcome
Contents
Strategic Report
01 Highlights
02  Rightster at a Glance
04 Right Service
06 Case Studies
08 Chairman’s Report
10  Rightcasting
12  Market Overview
14  Right Business Model 
16  CEO’s Statement
18  Right Now
20  Financial Review
24  Our People
 
Corporate Governance
26  Board of Directors’ Profiles
28  Report of the Directors
30 Statement of Directors’ Responsibilities
31  Statement of Corporate Governance
33  Directors’ Remuneration Report
Financial Statements
35 Independent Auditor’s Report  
– Consolidated
36 Consolidated Income Statement 
and Consolidated Statement of 
Comprehensive Income
37 Consolidated statement of  
Financial Position
38 Consolidated Statement of Cash Flow
39 Consolidated Statement of Changes  
in Equity
40  Notes to the Financial Statements
65 Independent Auditor’s Report  
– Company
66  Company Balance Sheet
67  Notes to the Financial Statements
72 Company Information
IBC  Our Offices 01 Rightster Group plc Annual Report & Accounts 2014  
Strategic Report
Highlights
The Company has shown significant growth over 
the course of the year including the completion 
of two strategic acquisitions and noteworthy 
additions to its client roster.
Statistical Highlights
• Total Transaction Value
1
 has risen from  
£11.0 million in 2013 to £16.9 million in 2014.
• Net Revenue has increased from £6.2 million  
in 2013
2
 to £8.7 million in 2014.
• Gross Profit has grown from £0.6 million in  
2013 to £3.9 million in 2014.
• Average monthly video views have risen to  
1.2 billion in H2 2014 (369% growth from H2 2013).
• Content Owners have increased from 850+  
to 2,500+. Publishers have grown from 7,500+  
to 10,500.
Mergers and Acquisitions
• Acquisition of Viral Management Limited completed 
in July 2014 bringing social video management skills, 
licensing capability and brand knowledge.
• Base79 Limited acquisition completed in August 
2014 bringing further YouTube capability, 
partnerships with influential Creators and  
Brand expertise.
• Rightster has now become one of the largest 
Multi-Channel Networks (MCNs) in the world.
Key Deals
• In Europe – partnerships with Agence France-
Presse and Bauer Media.  
• In the US – contracts with 20th Century Fox and  
The Jim Henson Company.
• In APAC – deals with News Corp Australia, Lehren 
Networks and India.com.
• 3.5 year deal with the Arts Council England, worth 
£1.8 million, to establish and manage their MCN for 
the arts.
• Partnership with Turkish Airlines for an innovative 
global YouTube campaign.
Post Period Update
• Average monthly video views for Q1 2015 
estimated at 1.6 billion.
• Surpassed 72 million subscribers by end of Q1 2015 
and reached 124 million unique users.
• Partnership with Microsoft Lumia and extended 
partnership with 20th Century Fox to include 10 
additional territories.
• Growth in APAC – partnership with Bauer Media 
Australia and deals with some of the leading 
Publishers including Yahoo! AUNZ and Summit 
Media Philippines.
• Proposed placing to raise approximately £5 million 
through the issue of new ordinary shares.
£8.7m
2014
1.2bn
2014
£3.9m
2014
£6.2m
2013
249.5m
2013
£0.6m
2013
Net Revenue 
has increased from £6.2 million in  
2013
2
 to £8.7 million in 2014
Gross Profit 
has grown from £0.6 million in  
2013 to £3.9 million in 2014
Average Monthly Video Views 
have risen to 1.2 billion in H2 2014 
(369% growth from H2 2013)
1 Total Transaction Value shows the total amount of business 
facilitated through Rightster. It sums the total exchange of 
revenue between Rightster partners before revenue shares  
are distributed.
2  After adjusting for a key contract terminated during 2013,  
net revenue in 2013 was £3.0 million. 
 
YouTube Creator: Jamal Edwards 
who launched the SBTV:Music 
channel now has over 550k 
subscribers and over  
292 million views  Rightster Group plc Annual Report & Accounts 2014 02
Strategic Report
Rightster at a Glance
February 2014
Agence France-Presse 
selects Rightster to be one 
of its premium news video 
distribution partners
March 2014
Partnership with the 
International Boxing 
Association (AIBA) to build 
a subscription service
May 2014
Rightster announces stats 
for Mercedes-Benz Fashion 
Week Australia driving over 
1 million online views with 
engagement at an average 
12 minute watch time
July 2014
Successful acquisition of 
Viral Management Limited
(‘Viral Spiral’)
August 2014
Successful acquisition  
of Base79 Limited
(‘Base79’)
June 2014
Rightster extends strategic 
partnership with Barcroft 
Media and enters into a  
deal with the Al Jazeera  
Media Network
September 2014
3.5 year deal with the  
Arts Council England, 
worth £1.8 million
November 2014
Rightster achieves over  
1.4 billion average monthly 
video views for Q4 2014  
and surpasses 53 million 
subscribers
October 2014
Turkish Airlines partners 
with Rightster for a global 
YouTube campaign
April 2014
Average monthly video 
views on network  
hit 355 million for  
Q1 2014
As a Multi-Platform Network (MPN), Rightster 
enables clients to commercialise their content to 
audiences worldwide on some of the most popular 
online video platforms, such as YouTube, as well as 
publisher sites, and owned & operated channels.
What We Do
Rightster simplifies the distribution and 
monetisation of online video through its 
software powered solutions. 
With a network of 2,500+ Content Owners 
and 10,500+ Publishers, Rightster has the 
scale and expertise to enable Content 
Owners, Creators, Publishers and Brands 
to distribute the right video to the right 
audience in the right place at the right 
time, a term we call ‘Rightcasting’. With  
13 offices in 11 countries, Rightster has 
both local knowledge and global reach.
Our Strategy
Rightster focuses on delivering content 
solutions and brand solutions through its 
three core capabilities:
• Flexible monetisation models;
• Advanced managed services; and
• Software & Data powered services.
The core software platform acts as an 
intelligent switchboard enabling our full 
range of customers to distribute, monetise 
and transact in an optimal environment.  03 Rightster Group plc Annual Report & Accounts 2014  
LONDON
NEW YORK
PARIS
MADRID
BERLIN
STOCKHOLM
DENMARK
DELHI
BANGALORE
SINGAPORE
SYDNEY
MILAN
LOS ANGELES
1.4bn+
Average monthly video views
2,500+
Content Owners
10,500+
Publishers
Content
Data
The Rightster Network
Rightster has secured a range of premium Content 
Owners and Creators on its network and continues to 
attract prestigious Brands and Media Agencies.  
All are keen to utilise the variety of Publishers and 
Platforms available on Rightster’s network to reach  
and engage their target audience. 
Rightster’s Global Reach
Platforms
Publishers
Owned & operated
 channels
Brands Audience Content Owners
Rightster protects digital rights and  
maximises the value of live and on-demand 
video for Content Owners through:
1 Upload once, commercialise everywhere
Rightster maximises the value of live and on-demand 
video with a powerful cloud-based software platform 
that lets Content Owners upload once and distribute 
across their own sites, platforms like YouTube, and 
Rightster’s pre-connected publisher network.
2 Global Partner
We have 13 offices in 11 different countries around the 
world, giving us local knowledge in every major market.
3 Maximise revenue
Our proprietary content protection tools ensure that 
Content Owners get paid for the video content they 
own online, while Rightster’s Media sales and Brand 
partnership teams help maximise the value of their 
rights-owned video.
4 	 I nc r ea s e	e ffic i e nc y
Rightster provides an end-to-end solution for the 
distribution and monetisation of live and on-demand 
video. Upload, distribute, monetise and track all in  
one place.
Creators 
Be seen and heard on all platforms, all around 
the world:
1  Go global
We’ve got teams who speak Creators’ language on the 
ground. From London to Los Angeles, Milan to Singapore 
– we’re their global and local network.
2  Grow faster
All our teams are YouTube Certified and have undertaken 
YouTube exams in audience development. Our Creator 
tools enable Creators to optimise their content better 
and scale their audience fast so that they can get on with 
doing what they love – making great videos.
3  Earn more
YouTube generates advertising revenue. We generate 
more. Our unique relationships with Brands and creative 
agencies allow us to create interesting and lucrative 
brand integration and sponsorship opportunities for 
our Creators.
4  New opportunities
We’re not just limited to YouTube. We enable our 
Creators to succeed on whatever platform is right for 
them. With Rightster’s tech and ad sales team behind 
them, they’re free to use a custom player on their  
own site, explore new outlets, and collaborate with  
like-minded Creators from around the world.
Strategic Report
Rightster Group plc Annual Report & Accounts 2014 04
The Company is content, platform and device neutral 
and its technology, expertise and data-driven insights 
enable it to simplify the fragmented online video market 
for its stakeholders, including Content Owners, Creators, 
Brands and Publishers.
RIGHT SERVICE Publishers
Rightster enables Publishers to accelerate 
growth and revenue while reducing complexity 
and costs through:
1 Sourcing video
We allow Publishers to explore, discover and publish 
video from thousands of premium content right-owners, 
seamlessly integrated with their editorial processes.
2 Grow audience
Publishers can reach a larger audience for video content 
on their sites, increasing engagement and time spent 
with Brands.
3 Drive revenue
Rightster offers flexible commercial opportunities to 
monetise video content, tailored to suit Publishers’ 
exact requirements.
4 Discover 
Publishers are able to find the perfect match of video to 
fit their websites, no matter how broad or specialist their 
audience. In one place Publishers can discover the web’s 
latest trending videos, and create their own bespoke 
video feeds of content based on relevant topics, key 
words and themes.
Brands
Activate campaigns that engage audiences  
and turn views into fans:
1  The art & science of video marketing
Rightster offers a unique set of tools and services 
that deliver engagement and results for Brands and 
Media Agencies.
2  Get TV-scale
With more than 2,500 Content Owners and over 
10,500 Publishers, 124 million global uniques and over 
1.4 billion average monthly video views, Rightster 
offers unprecedented reach, high quality contextual 
environments, managed syndication and brand safety 
across all digital media platforms.
3 		F i n d	i n fl u e n c e r s
The secret to success is simply knowing who your 
audiences are already listening to. We’ve got the tools 
and experience to identify these influencers, develop 
relationships with them and get Brands’ videos seen by 
the right people.
4  Activate anywhere
Rightster offers the only on and off YouTube activation 
solution enabling Brands to reach the right audience on 
the right platform at the right time, and as we operate 
in 13 offices in 11 different countries around the world, 
we have local knowledge and global reach.
05 Rightster Group plc Annual Report & Accounts 2014  
 
YouTube Creator: Hannah Trigwell has over  
320k subscribers and over 36 million views Strategic Report
Rightster Group plc Annual Report & Accounts 2014 06
Rémi Gaillard
 
Creator
Challenge
• Grow online audiences on YouTube (in 
terms of size and engagement) for one 
of the six major American TV studio 
power houses.
• Provide expertise for Fox’s marketing 
and social media team in seven 
international markets.
Challenge
• To be the #1 YouTuber in France.
• To maximise revenue from YouTube.
Solution
• Rightster’s content solution team 
demonstrated their ability to deliver 
global to local content management, 
audience development and branded 
content with social media influencers.
Solution
• Deep engagement with off YouTube 
celebrities such as Tony Parker.
• Channel management.
• Deployed a rights management strategy  
to claim third-party content featuring Rémi.
• Cleaned up rights issues on his  
official channel.
•  Helped fund productions to create key 
tentpole event programming, including 
the World Cup video.
Results
• The Rightster partnership has helped to 
significantly increase Fox’s international 
reach on one of the most important 
global video platforms.
• 20th Century expanded the partnership 
to 17 countries in April 2015.
Results
20th Century Fox 
Content Owner
2.3m 
Subscribers
#1 
Spot achieved 07 Rightster Group plc Annual Report & Accounts 2014  
Squawka 
Publisher
T urkish Airlines 
Brand
Challenge
• To provide contextually relevant content 
that both informs and drives Squawka’s 
global editorial coverage.
• Increase their revenue and user-
engagement.
Challenge
• Turkish Airlines have an ongoing 
campaign called ‘Widen Your World’ 
which promotes its various destinations 
around the globe.
• Promote this campaign by selecting top 
YouTube talent from different countries 
and cultures to go to some Turkish 
Airline’s destinations and record their 
time there, in their own style and voice.
Solution
• Supplied over 50 bespoke feeds to 
multiple content producers in multiple 
languages.
•  Deployed a purpose built in-article large  
video player.
•  Pitched Squawka as a premium partner  
to both media agencies and Brands.
Solution
• 10 top YouTubers from around the 
world, five from Rightster and five 
sourced from other MCNs, created three 
videos documenting their journey on the 
Turkish Airlines ‘Holiday Roulette’.
• One Intro video and one video in Istanbul 
Turkey.
•  Video in final destination to be revealed  
by a white rabbit in the second video.
Results
67% 
Increase	in	traffic
10.7m 
YouTube views
17.7m 
Twitter reach
264% 
Increase in CPM
11.3m 
Facebook reach
19.7m 
Instagram reach
Results Rightster Group plc Annual Report & Accounts 2014 08
Strategic Report
Chairman’s Report
The Market
The online video market continues to 
evolve at a rapid pace and the size of the 
online video advertising opportunity in 
2017 is expected to be $17 billion in the US 
alone, 33% Compound Annual Growth Rate 
(CAGR) on 2014. Against this backdrop, 
YouTube still plays an important part, 
accounting for $26–40 billion of Google’s 
revenues and appealing to an international 
audience – approximately 80% of YouTube 
traffic is from outside the US (Source: 
Jefferies: The Future of Online Video 
Advertising (v2.0)).
 
The influence of YouTube stars has gained 
traction. In a recent survey in the US, 
it was found that, amongst the teenage 
population, YouTube stars were more 
popular than mainstream celebrities 
(Source: Variety.com 5 August 2014). With 
their loyal subscribers, YouTubers have  
the power to connect Brands with huge, 
incredibly engaged online audiences.  
This arena has led to the emergence of 
Multi-Channel Networks (MCNs) who 
affiliate with multiple YouTube channels in 
order to assist YouTubers in the areas of 
monetisation, channel management and 
cross-promotion. 
 
The significance of MCNs has led to 
many high profile industry deals being 
completed in the last year, including Disney 
acquiring Maker Studios and the Chernin 
Group with AT&T buying Fullscreen, to 
name but a few. Rightster prides itself 
on being one of the few remaining 
independent MCNs and is well regarded in 
the industry, with Robert Kyncl (Google’s 
VP and Global Head of Business at 
YouTube) recently commenting at a 
YouTube brandcast event that ‘Rightster 
is our biggest partner in Europe, the first 
YT MCN to go public and now one of the 
largest MCNs in the world’.
However, we have also noticed a trend 
towards Content Owners, Creators and 
Brands wanting to have a presence off 
YouTube, on new emerging platforms. 
These include Vine, Snapchat and 
Instagram amongst others, as well as more 
specific Publisher sites and blogs. This 
stems from a need to reach and engage 
their desired audience in the most 
effective and cost efficient manner. 
 
Rightster’s Strategy
Rightster is much more than an MCN: 
Rightster is a Multi-Platform Network 
(MPN) with a remit that allows it to 
“ Rightster is now 
positioned as a global 
leader in the rapidly 
expanding online 
video market”
Mark Lieberman  
Non-Executive Chairman
Overview
2014 marked Rightster’s first full year 
on the AIM market and the online video 
marketplace is growing rapidly. We had some 
significant changes with the acquisition of 
Base79 and Viral Spiral, moving into new 
offices in Covent Garden and, more recently, 
the transition to a new CEO. We also saw 
some substantial growth across the business. 
Our average monthly video views grew an 
impressive 404% year-on-year, with Q4 
bringing in, on average, 1.4 billion monthly 
video views. Our net revenues also 
demonstrated significant scale over that 
timeframe, increasing from £6.2 million 
in 2013 (which, after adjusting for the 
terminated Serie A contract, were £3.0 
million), to £8.7 million in 2014. Our network 
both on and off YouTube also scaled 
significantly with Content Owners growing 
from 850 to over 2,500 and Publishers 
growing from 7,500 to over 10,500.
  09 Rightster Group plc Annual Report & Accounts 2014  
maximise opportunities for clients both  
on and off YouTube as YouTube is just one 
piece of the online video puzzle.
 
There are a myriad of platforms through 
which Rightster can distribute content, 
ranging from Facebook and Twitter to 
Brightcove and Ooyala. Rightster is able  
to work with all these platforms as well as 
manage content on Vine, Instagram and 
Snapchat. We also have a network of 
Publishers we can distribute content to 
including The Independent, the Evening 
Standard and publications managed by 
Hearst, Bauer Media and Northern & Shell, 
as well as numerous blogs. In addition, 
Rightster’s software has the capability to 
distribute content to a Content Owner’s 
own site, if preferred. This flexibility 
appeals to Content Owners, Creators and 
Brands who are increasingly exploring 
alternative ways to showcase content and 
maximise commercial value.
 
All this gives Rightster a competitive 
advantage. It is platform neutral, enabling 
Content Owners, Creators and Brands to 
reach the right audience through the right 
place at the right time. As it is independent, 
Rightster is also content neutral, attracting 
Publishers with its diverse array of 
premium and wide-ranging genre of 
content. Our recent acquisition activity has 
enabled Rightster to achieve greater scale 
and has provided an enhanced brand 
proposition that has attracted more high 
value briefs. The resulting geographical 
enhancement has further developed 
Rightster’s local knowledge in every  
major market and builds upon our existing 
global footprint.
Mergers and Acquisitions
To further accelerate Rightster’s growth, we 
previously stated that we would consider 
strategic acquisition opportunities. Our 
influence in the online video space was 
bolstered in 2014 by two significant 
acquisitions – namely Base79 and Viral 
Spiral. Base79 brought with it a specialism 
in YouTube rights management, talent 
expertise and brand partnerships, whilst 
Viral Spiral brought expertise in licensing, 
social video management and brand 
engagement. Both also provided world-
class executives who have enhanced 
Rightster’s management team. Following 
the acquisitions, Rightster is now positioned 
as a global leader in the rapidly expanding 
online video market and is one of the 
largest MCNs outside North America.
 
The combined offering has brought 
significant scale benefits with Media 
Agencies and Brands. Rightster now 
regularly receives brand briefs of £500k 
and upwards. Rightster has also been able 
to improve the service it offers Content 
Owners, Creators and Publishers with 
its ability to grow bigger audiences and 
increase monetisation capabilities.
 
The integration of the two businesses into 
Rightster is now almost complete and, 
as expected, cost synergies have been 
identified that will be realised in 2015. 
A recent strategic review of its global 
operations has led to the Company 
deciding to close its technology centre in 
Bangalore and consolidate its development 
activities in London to better align the 
Company’s technology organisation. 
A number of roles across Europe have 
also been identified as no longer required. 
Overall, I am pleased to report that this 
will result in an annualised cost saving of 
approximately £3 million in 2015.
 
Performance
The Board are pleased with the Company’s 
performance in 2014, in particular the 
net revenues of £8.7 million which were 
achieved, an increase of £2.5 million 
compared to prior year (and, if allowing for 
the terminated Serie A contract in 2013, an 
increase of £5.7 million) – an encouraging 
growth story.
Despite Rightster’s ongoing success 
throughout the year, we believe this has 
not been reflected in the Company’s share 
price performance. The new management 
team aim to communicate the market 
opportunity and Rightster’s strategy more 
clearly in 2015 and have already indicated 
their expectations for net revenues, 
anticipated to grow 80–100% in 2015, 
continuing Rightster’s growth story.
 
Whilst it is expected that a tiered pricing 
model powered by the new software 
platform will contribute to these revenue 
streams, we consider that these benefits 
will be realised towards the end of 2015/
early 2016, with cash flow breakeven 
expected in 2016.
 
Board and Management Changes
Throughout 2014, the Board continued 
their strong working relationship and 
combined their various areas of expertise 
to good effect. In September, the Company 
announced that Charl de Beer had given 
the Board notice of his intention to step 
down as CFO in order to return to his home 
in South Africa. Charl continued to direct 
Rightster’s finance activities until his 
departure date in December and, in order 
to facilitate a smooth transition, David 
Mathewson, Non-Executive Director 
(previously CFO of Playtech Limited), took 
on a more hands-on-role leading the search 
for Mr de Beer’s successor.
 
I would like to thank Charl for his significant 
contribution to the business over the last 
three years and welcome his successor, 
Niall Dore, to the Company. Niall joined in 
January 2015 from Experian Consumer 
Services where he was Interim Finance 
Director for UK & Ireland. He previously 
held the position of Finance Director  
at Betfair Group plc for over five years 
(including a year as Interim Group CFO). 
Niall not only brings public market 
experience to the Company but also a 
proven ability to execute different business 
models across the digital and technology 
sectors on a global scale, with a strong 
focus on creating shareholder value.
 
More recently, in January 2015, the 
Company announced the transition to a new 
CEO, Patrick Walker. As we enter the next 
stage of Rightster’s growth, with a strong 
focus on multi-national operational 
efficiency and getting to profitability, 
Charlie Muirhead and the Board decided 
it was the right time to appoint a successor.  
I would like to thank Charlie for his 
dedication to the Company and welcome 
Patrick, who, since the acquisition of Base79, 
has served as the Group Chief Commercial 
Officer. Patrick has held a number of senior 
roles in the sector including Chief Content 
Officer at Base79 and Senior Director of 
Content Partnerships at YouTube, where he 
was responsible for launching and managing 
YouTube in EMEA. The Board are delighted 
that someone of Patrick’s stature in the 
online video industry will succeed Charlie 
and lead the next phase of growth. Charlie 
Muirhead ceased to be a Director of the 
Company on 6 May 2015.
 
Patrick will be supported by a top-class 
management team, strengthened through 
the addition of new members from the 
recently acquired companies. These include 
Daniel Fisher and Damian Collier from Viral 
Spiral, and Nick Savage, Ian Samuel and Ben 
Lister from Base79. I am pleased to report 
that this very capable team has integrated 
well and are already driving new combined 
opportunities to clients.
 
Looking Ahead
On behalf of the Board, I would like to 
extend my thanks to the investors who 
have supported us over the course of  
2014, the partners who have utilised  
our services and to all the employees for 
their hard work and dedication. I look 
forward to Rightster’s next phase of 
growth in 2015, when we will roll out our 
proven combined offering to a broader 
range of international clients whilst 
ensuring a renewed focus on operational 
efficiency across the entire business.
Mark Lieberman
Non-Executive Chairman
6 May 2015 Rightster Group plc Annual Report & Accounts 2014 10
Right video
Video is a powerful form of communication 
and at the heart of emotive storytelling. 
Whether it’s a six-second Vine, a six-minute 
YouTube tutorial or an exclusive live stream, 
each format has the ability to inspire  
and engage.
Right audience
Securing the right audience is key. We’ve 
got the tools and experience to identify 
and develop relationships with relevant 
i n fl u e n c e r s ,	p l a t f o r m s	a n d	P u b l i s h e r s	o n	a	
global scale, ensuring videos get seen by the 
r i g h t	p e o p l e .	W e	o p e r a t e	a c r o s s	1 3	o ffi c e s	i n	
1 1	d i ff e r e n t	c o u n t r i e s	a r o u n d	t h e	w o r l d ,	w i t h	
local knowledge for every major market. 
Strategic Report
In 2014, Rightster introduced the ‘Rightcasting’ concept –  
using software and networks to put the right video in front 
of the right audience in the right place at the right time.  
All our clients benefit from this overarching approach.
RIGHTCASTING 11 Rightster Group plc Annual Report & Accounts 2014  
Right place
R i g h t s t e r	o ff e r s	t h e	o n l y	o n	a n d	o ff	Y o u T u b e	
activation solution, enabling video content 
to succeed on the platform or publisher site 
that best showcases it, regardless of the 
device. Our Multi-Platform Network means we 
can reach a larger, more targeted audience, 
increasing engagement.
Right time
Rightster’s platform caters for both live and 
on-demand online video content and we 
can provide 24/7 support to ensure that no 
opportunities are missed. Publishers can easily 
explore and discover new content from our 
software platform and seamlessly integrate it 
with their own editorial processes.  Rightster Group plc Annual Report & Accounts 2014 12
$230bn 
TV advertising market
15 %
ZenithOptimedia estimates 
that online video is growing 
faster than any other digital 
category or sub-category, 
growing 34% to $10.9 billion 
in 2014, and forecast to grow 
at an average of 29% a year 
to reach $23.3 billion in 2017.
2014
10.9bn
23.3bn
2015 2016 2017
29%
average growth each 
year in online video  
ad expenditure  
to 2017.
Strategic Report
Market Overview
Digital media 
advertising (which 
includes online video).
The online video market we serve continues to grow 
exponentially. Audiences are growing internationally  
and across platforms, offering enormous opportunities  
to aggregate at scale.
The Online Video Market 
The online video market continues to  
grow rapidly and internationalise and 
this is expected to accelerate in 2015.
• The $230 billion TV advertising market 
(Carat AdSpend Report, March 2015) 
faces challenges as audiences move to 
multiple online video platforms and 
devices. As a result, the online  
video market is growing rapidly and  
TV advertising budget is progressively 
shifting to online video. Nielsen and the 
IAB have publicly recommended Brands 
shift at least 15% of their TV budgets to 
digital media.
• A recent report by ZenithOptimedia 
(Executive summary: Advertising 
Expenditure Forecasts March 2015) 
predicts global ad expenditure will 
reach $544 billion by the end of 2015. 
Within this global ad expenditure, it 
estimates that online video is growing 
faster than any other digital category  
or sub-category, growing 34% to $10.9 
billion in 2014, and forecast to grow at 
an average of 29% a year to reach  
$23.3 billion in 2017.
Industry Consolidation 
Industry consolidation demonstrates  
the value of scale and independence.
• This growth opportunity has driven a 
spate of Multi-Channel Network (MCN) 
acquisitions/strategic investments in 
the last year by large media outlets – 
Maker Studios (by Disney), Fullscreen 
(by Otter Media/AT&T), Machinima (by 
Warner Bros), Stylehaul (by RTL) and 
AwesomenessTV (by Dreamworks/
Hearst).
• Power of independence – Rightster 
acquired Base79 and Viral Spiral to build 
an agile, independent and technology 
focused online video company.
• Major media and technology players  
are expected to continue exploring 
acquisitions to build capabilities in  
this accelerating market.
Neilsen and the IAB recommend that 
Brands shift at least 15% of their TV 
budgets to digital media. 13
100m
monthly 
video 
views
100m
active  
monthly  
users
Online Video Platforms
YouTube no longer represents the only 
major video platform.
• YouTube celebrates its 10th anniversary 
in 2015 and still represents a significant 
force in online video with 1 billion+ 
users. Jefferies estimates that YouTube 
is worth between $26 – $40 billion 
(Jefferies: The Future of Online Video 
Advertising (v2.0); A Focused Deep Dive 
on YouTube).
• In August 2014, Facebook overtook 
YouTube for monthly desktop video 
views, amassing 12.3 billion views versus 
YouTube’s 11.3 billion, an increase  
from just approximately 1 billion on 
Facebook a year earlier. Other social 
media platforms such as Vine (with over 
100 million monthly video views) and 
Snapchat (where over 100 million active 
monthly users produce over 400 million 
‘snaps’ per day) are growing to provide 
even more compelling destinations for 
audiences and Brands. Furthermore, 
new distribution platforms are 
emerging, such as Vessel, who are 
launching a Subscription Video On 
Demand service in the US to provide 
exclusive, early access content.
• It is clear that the value of being a true 
Multi-Platform Network is materialising.
Online Native Video Creators 
Online native video Creators are increasingly 
in demand from Brands as they continue to 
grow in influence and capture more 
mainstream media outlets.
• As young audiences watch increasing 
amounts of video online across a broad 
range of devices, they gravitate towards 
new online talent. Brands identify an 
opportunity to engage these young 
audiences more effectively.
• In the UK, Zoella and her beauty and 
fashion focused channel has gained 
fame for acquiring over 7 million 
YouTube subscribers. She has 
successfully partnered with Brands 
ranging from Unilever to Asda and  
has even published her own book  
‘Girl Online’ with Penguin.
• Connecting Creators and Brands to a 
targeted audience is critical in this 
evolving environment.
Demand for Improved Analytics 
and Measurement
• As audiences continue to grow, so does 
the importance of analysing viewing 
data to gain a better understanding  
of who the audience is and how to 
engage them.
• Possessing the underlying 
infrastructure to analyse and optimise 
data will provide foundation to scale, 
especially as viewing of online video is 
anticipated to increase.
Rightster Group plc Annual Report & Accounts 2014  
YouTube no longer represents the only 
major video platform. Other social media 
platforms are growing and providing 
compelling destinations for audiences  
and Brands.
12.3bn
monthly 
desktop
video views
11.3bn
monthly 
desktop
video views
 
YouTube Creator: F2Freestylers 
have over 1 million subscribers 
and over 97 million views Rightster Group plc Annual Report & Accounts 2014 14
Strategic Report
Right Business Model
Overview
• Today, the distribution and 
monetisation opportunity in online 
video remains incredibly fragmented. 
Diverse types of organisations own  
and produce content and deliver to 
audiences through a large range of 
sites, including platforms, publishers, 
magazines and blogs spread across many 
geographies and devices. Attempting to 
deliver an economically viable in-house 
digital solution across this fragmented 
network remains extremely complex 
and resource-intensive.
• Rightster solves this problem by 
providing a simple distribution and 
monetisation platform for online video. 
Content Owners, Creators,Brands  
and Publishers can utilise Rightster’s 
software enabled services to effectively 
engage and monetise their audiences 
on an international scale.
• Rightster is differentiated as the leading 
independent MCN and MPN that, 
through technology, can connect 
Content Owners, Creators, Brands  
and audiences at scale both on and 
off YouTube.
Rightster’s business model is based  
around three core capabilities – Flexible 
monetisation models, Advanced managed 
services and Software and Data powered 
services.
1
 Flexible Monetisation Models
• Clients access Rightster’s solution as  
a service, through which they are able  
to benefit from a range of different 
revenue streams to optimise the value 
of their live and on-demand content 
online. The revenue streams for 
Rightster in 2014 were advertising, 
subscriptions and theatrical. 
• Rightster charges clients with two 
primary models: Revenue shares and 
Advanced Service and Support fees.
 ǟ Revenue shares – this model aligns 
business outcomes for both parties 
and means that costs are primarily 
only charged to the client when 
revenue is delivered. This is 
contrasted to those companies 
attempting an in-house solution, 
which may require significant 
up-front investment without 
guarantee of return. Typical revenue 
shares range from 20–50% and vary 
based on the level of service 
allocated to each client and the scale 
of the business opportunity. 
Rightster’s revenue share is reported 
as Net revenue (i.e. gross transaction 
revenues minus any commission due 
to third parties).
 ǟ Advanced Service and Support fees 
– Rightster also offers hosting, 
premium managed services, brand 
campaigns/solutions and additional 
software features at the client’s 
request for additional monthly fees.
• Rightster supports a full range of 
monetisation models, across four 
primary stakeholder groups, to flexibly 
optimise their commercial policies and 
maximise value:
 ǟ Publishers – pay for rights to display 
content on their sites.
 ǟ Brands and Media Agencies – pay to 
advertise alongside content.
 ǟ Content Owners – pay to ensure 
their content is viewed by the  
right audiences.
 ǟ Audiences – pay to access  
specific content.
• This approach enables Rightster to adapt 
to the rapidly evolving online video 
market which continues to develop new 
revenue and monetisation models.
• Furthermore, this provides a powerful 
platform from which to expand into 
growing emerging markets.
2
 Advanced Managed Services
• In addition, Rightster employs specialist 
teams that offer a range of advanced 
managed services. These include 
audience development on YouTube, 
Facebook and other social media 
platforms, premium advertising and 
sponsorship sales, content marketing, 
live event streaming and 24/7 support.
• Rightster possesses a uniquely 
experienced management team to 
deliver and grow these solutions, and a 
strong platform from which to create 
long-term value to customers. 
• Services were enhanced through  
the acquisitions, with Viral Spiral 
bringing the addition of social video 
management skills, licensing capability 
and brand knowledge whilst Base79 
added further YouTube capability, 
partnerships with influential Creators 
and Brand expertise.
• New clients can access a large and 
growing pre-connected network of 
partners, with 2,500+ Content Owners 
and 10,500+ Publishers.
3
 Software and Data Powered Services
• The core software platform acts as an 
intelligent switchboard enabling our full 
range of clients to distribute, monetise 
and transact in an optimal environment. 
It can be deployed efficiently due to  
its modular design, constructed  
as a service-oriented cloud-based 
architecture for maximum scalability. 
• Further automation and self-service 
tools are intended to allow Rightster  
to provide more advanced services to 
more clients without adding 
significantly to the cost base.
• Content Owners can quickly access a 
diverse range of Publishers and 
platforms with pre-agreed commercial 
agreements and technical integrations. 
Publishers and platforms are able to 
access a wide range of rights-cleared, 
relevant premium content across 
Rightster’s multi-genre catalogue.
• As a result, Rightster benefits from a 
‘network effect’ – as each Content 
Owner is added, the network becomes 
more attractive to Publishers and 
platforms, as each Publisher and 
platform is added, integration becomes 
more attractive to Content Owners. 
Ultimately this scale then provides a 
compelling opportunity to Brands and 
Media Agencies, enabling monetisation.
• Underpinning all these services is a 
rigorous approach to data – from 
collation and reporting through  
our next generation platform to 
optimisation based on the insights  
that are derived.
• Rightster provides clients with audience 
insight and intelligent automation  
from leveraging its data capabilities. 
Furthermore, as the scale of the 
network continues to grow and the 
number of transactions increases, 
Rightster’s aggregated dataset grows 
exponentially, enabling optimisation  
of processes across the Company, 
resulting in delivering even greater 
value to clients.
Rightster’s software powered solutions simplify  
online video in a fragmented market. 15 Rightster Group plc Annual Report & Accounts 2014  
Rightster distributes 
everywhere
Content uploaded Brands plug-In Audiences consume
Strategy
Rightster’s strategy is driven by four key areas:
Users upload once 
Platforms
Beyond just YouTube
Publishers
Direct
Owned & Operated 
Channels
Focus Progress in 2014
Pure B2B Continue to drive network effect and grow 
B2B network of Content Owners, Creators, 
Brands, Publishers and Platforms.
Increased network of Content Owners  
from 850+ to 2,500+ and network of 
Publishers from 7,500+ to 10,500+.
Software powered services Continue to innovate on cloud-based 
platform to underpin all key service 
offerings.
Launched beta version of the next 
generation platform, incorporating 
software features that enable self-service 
functionality. Rolled out to selected 
customers in 2014 and commercial rollout 
continues throughout 2015.
Multi-platform distribution Create the leading technology-driven 
content switchboard to enable simple 
distribution capability to global audiences. 
Both platform and content neutral.
Distributed a range of content to various 
platforms including Facebook, YouTube, 
AOL, Yahoo and Vine as well as a wide 
network of Publishers, including Northern & 
Shell and Bauer Media publications.
Global and local Unlock global audiences in fast growing 
emerging markets.
Increased revenue growth in Rest of the 
World (outside of UK, Ireland, Europe and 
US) by 145% from year ending 31 December 
2013 to year ending 31 December 2014 and 
became one of the largest MCNs outside of 
North America.
Business Model
Rightster’s solution unlocks the true potential of online 
video and, in the increasingly fragmented online video 
market, Rightster provides the central switchboard 
to enable Content Owners, Creators, Brands and 
Publishers to engage audiences with optimal impact 
and efficiency. Rightster Group plc Annual Report & Accounts 2014 16
Strategic Report
CEO’s Statement
Introduction
I have been fortunate in my career to 
witness first hand how technology can 
enhance and amplify storytelling, and how 
great content can lead people around the 
world to adopt new technology. From 
being a young producer on the world’s first 
Hi-Definition TV broadcasts in Tokyo, to 
leading YouTube’s maiden launches outside 
the US, the excitement, disruption and 
opportunity found at the crossroads of 
technology and content has thrilled and 
inspired me. Today, as the CEO of Rightster, 
I’m honoured to lead a Company that is 
truly at the forefront of this ongoing digital 
video (r)evolution, and more enthusiastic 
about the opportunity than ever. 
“ I’m honoured to lead a 
company that is truly 
at the forefront of this 
ongoing digital video 
(r)evolution”
Patrick Walker 
Chief Executive Officer
We started 2014 with a promise to 
become the ‘upload once, commercialise 
everywhere’ online video network and  
I am pleased to say that we are continuing 
to deliver on our vision with a deeper 
emphasis on operational efficiency 
and execution. With the work of our 
exceptionally talented team, we will focus 
on three main areas in 2015 – creating an 
invigorating work environment, building 
and delivering the best products, and 
generating great results for our clients. 
2014 was a year of transition for Rightster, 
expanding on the successes of 2013  
and capitalising on the opportunities 
presented by the acquisitions of Base79 
and Viral Spiral. With this newly formed 
organisation, we cemented our 
commitment to creating a Multi-Platform 
Network that delivers real value and 
insights to Content Owners, Creators  
and Brands. There have been challenges 
merging three companies with unique 
cultures and products in a short amount  
of time, but we have experienced many 
positives too. Revenue is increasing by 
delivering on cross-company synergies, 
new and existing clients are tapping into 
our combined knowledge base, and new 
territories are opening through our local 
presence in the most important global 
media centres. We have scale and clear 
differentiation now. 
Technology
At Rightster, we believe that technology 
is the difference that enables us to 
outperform the competition and unlock 
new opportunities. To scale our service 
offering to all of our constituents globally, 
cost effectively and at pace with the 
expanding and constantly changing online 
video market, we must deliver a powerful, 
reliable product. And if eight years as a 
senior executive at Google taught me 
anything, we must also be nimble: 
launching, learning, adapting and  
trying again. 
In Q4 2014, we successfully launched live 
trials of our second-generation Rightster 
platform, which provides clients with a 
more self-service-oriented feature set. In 
2015, we began integrating our existing 
and acquired technology into this one 
platform for greater cost efficiency and 
impact with a unique common data set. We 
continue to transition existing clients onto 
the Rightster platform, and are inducting 
new clients as we sign them. We will 
introduce a new, tiered pricing model as 
the software platform evolves, enabling  17 Rightster Group plc Annual Report & Accounts 2014  
users to unlock additional features and 
support. We will realise the benefits from 
additional revenue streams toward late 
2015/early 2016.
Partnerships
2014 began with a focus on adding content 
Creators and expanding internationally. 
In addition to a growing roster of YouTube 
and social video stars such as Wrotetoshaw 
with 4 million subscribers, we secured 
noteworthy wins by adding premium 
content to our news network in the form of 
Agence France-Presse whilst securing deals 
with the International Boxing Association, 
and the International Table Tennis 
Federation in sport. We also entered into a 
partnership with Europe’s largest privately 
owned magazine group, Bauer Media, and 
the lifestyle programmers Scripps Networks 
International. Our film vertical is perhaps 
the most comprehensive, including the 
world’s largest studios, Warner Bros, 
Paramount, 20th Century Fox, Universal, 
and Walt Disney.
In focusing on international expansion, 
we’ve witnessed significant growth in the 
Asia Pacific region led by our GM APAC, 
Richard North, who joined us from Google/
YouTube. Noteworthy deals include the 
Publishers Bauer Media Australia and 
Unscriptd, a content sourcing deal with 
News Corp Australia, and a YouTube deal 
with the smash hit kids phenomenon The 
Wiggles. In India, significant deals included 
a YouTube and content syndication deal 
with Lehren Networks and a content 
sourcing partnership with the popular 
news site, India.com. The focus of the APAC 
region in 2015 will be on winning new deals 
across an expanded footprint in Asia as 
well as collaborating with media agencies 
and Brands.
In the US, we’ve added significant deals to 
our client base including an international 
partnership with 20th Century Fox,  
now expanded to 17 territories, and with 
the popular children’s content provider  
The Jim Henson Company. Our team is also 
actively signing YouTube Creators, adding 
upcoming stars such as Jesse La Flair (a 
parkour athlete), Hollywood TV, and Kaitlin 
Witcher to our roster. Other deals include 
an off YouTube distribution deal for Fox 
Sports and a deal to manage Legends 
Football League’s YouTube channel.
As advertisers begin to shift spending from 
TV to online video, we have been actively 
responding to an increasing number of 
briefs from Brands that need technical and 
creative guidance engaging with online 
audiences. In October 2014, Rightster won 
the high profile client Turkish Airlines and 
helped facilitate its innovative global 
YouTube campaign involving some of the 
world’s biggest YouTube stars (such as 
Devin Supertramp and Damian Walters).  
By utilising Rightster’s expertise in creating 
branded content, Turkish Airlines was able 
to reach a global audience. More recently, 
we have gained further momentum from 
a partnership with Microsoft Lumia, using 
our relationship with high-profile YouTube 
video bloggers to help promote the 
#lumiamusic campaign in conjunction with 
Warner Music, the Dentsu Aegis Network, 
and the award-winning band Clean Bandit.
We also pride ourselves on breaking new 
ground with first-of-a-kind deals. Most 
notably, Rightster succeeded in winning 
a bid to enter into a 3.5 year deal with the 
Arts Council England, worth £1.8 million, to 
establish and manage their multi-channel 
online video network for the arts. Rightster 
also became the first ever online video 
partner for Formula E, the world’s first 
fully electric racing series, and entered 
into a partnership with Sony Music 
Entertainment, utilising the popularity of 
YouTube beauty video bloggers such as 
Nikkie Tutorials (with more than 600,000 
subscribers) to promote the release of 
Paloma Faith’s new album.
Strategy
Rightcasting is as a natural evolution of the 
digital age. First there was broadcasting – 
namely television, satellite, and cable 
companies distributing entertainment. 
Then came narrow-casting, where 
technology was used to build niche 
destinations and personalised content. 
In 2014, we introduced what we call 
‘Rightcasting’ – using software, data, and 
networks to put the right video in front 
of the right audience in the right place 
at the right time. This provides clarity to 
prospective clients on the nature of our 
comprehensive services.
Our main stakeholders benefit from this 
overarching approach: 
• Content Owners: Rightster provides the 
technology to distribute their content 
through a selection of platforms by 
using our network’s global scale, 
enabling them to establish the most 
effective route to their target audience. 
• Publishers: Rightster has the tools to 
source and discover the perfect match 
of content on our network to fit their 
audiences’ desires. 
• Creators: Rightster provides technology 
and expertise to broadcast and 
monetise content more effectively on 
YouTube and other global and  
local platforms and explore cross-
promotional and brand opportunities. 
• Global Brands: Rightster guides Brands 
to key influencers in the online video 
space, and enhances their online 
performance with tools and expertise  
in audience development and channel 
management, enabling them to engage 
audiences in a contextual environment. 
Our aim is to unlock the true potential  
of online video in the most efficient and 
cost-effective way for both our clients  
and Rightster itself. 
Conclusion 
I follow a simple management philosophy 
– we take care of the people, the product, 
and the profits.
Our team was dedicated and resilient 
throughout the transition in 2014.  
Through difficult times, we maintained  
a high level of customer service, we 
continued to sign exciting clients, and  
we effectively collaborated across our 
international offices. 
However, when organisations grow rapidly, 
as Rightster did in 2014, important work can 
go unnoticed, the hardest workers can get 
passed over, and bureaucracy can choke out 
creativity and remove all the gains. My goal 
for 2015 is to build an organisation where 
people can focus on their work and have 
confidence that if they do good work, good 
things will happen for both the Company 
and for them personally. 
Having proven that our combined offering 
is resonating with new and existing clients, 
2015 will be about building a great culture 
and strengthening the product to help us 
build on the early wins and capitalise on 
even greater opportunities in 2015. We  
are thought leaders and disruptors in the 
fast changing and fragmenting world of 
online video. We are in the right place at 
the right time and I’m thrilled to be leading 
the charge.
Patrick Walker
Chief 	 E x ecutiv e 	 Officer
6 May 2015 Strategic Report
Rightster Group plc Annual Report & Accounts 2014 18
Acquisitions
Rightster acquired Viral Spiral and Base79 in 
July and August 2014 respectively, propelling 
Rightster to become one of the largest Multi-
Channel Networks (MCNs) in the world and 
s i g n i fi c a n t l y	e n h a n c i n g	R i g h t s t e r ’ s	a p p e a l	t o	
h i g h	p r o fi l e	B r a n d s .
Base79
Base79 were specialists in YouTube rights 
management, Audience Development, Media 
Sales and Brand partnerships. This acquisition 
b r i n g s	s i g n i fi c a n t	s c a l e	b e n e fi t s	w i t h	M e d i a	
Agencies, Brands and Content Owners and 
enhances Rightster’s expertise in the growing 
YouTube ecosystem. 
The online video market has never been hotter as the $230 billion 
TV advertising market opportunity* continues to shift to digital. 
Although YouTube still represents a significant force in online 
video, other social media platforms such as Facebook, Vine and 
Snapchat also provide compelling destinations for audiences and 
Brands. Amongst this backdrop, Rightster is building the world’s 
leading Multi-Platform Network, bolstered by expertise from its 
recent acquisitions.
* Source: Carat Ad Spend Report, March 2015.
RIGHT NOW 19 Rightster Group plc Annual Report & Accounts 2014  
Viral Spiral 
Viral Spiral was a specialist player in Social 
Video Management, connecting major Brands 
and Media Agencies worldwide with next 
generation audiences via social video talent. 
This acquisition brings the Company increased 
social video management skills, licensing 
capability and brand knowledge.
Integration
Cost synergies have been achieved following 
the integration, with annualised cost savings 
of approximately £3 million expected in 2015. 
A n	 e n h a n c e d	 b r a n d	 o ff e r i n g	 h a s	 l e d	 t o	 r ev e n u e	
synergies, with Rightster now attracting and 
s e c u r i n g	h i g h	p r o fi l e	c l i e n t s	s u c h	a s	T u r k i s h	
Airlines, Amutus (the Japanese gaming 
company) and more recently, Microsoft Lumia 
and an extension to its global partnership with 
20th Century Fox.  Rightster Group plc Annual Report & Accounts 2014 20
Strategic Report
Financial Review
The 2014 year has been one of continued 
growth and progression. There have been 
significant achievements across the Group 
including growth in revenue, continued 
investment in our scalable software 
powered solution and the successful 
integration of two significant acquisitions.
 
Trading Results
Revenue rose by £2.5 million against the 
prior year, a growth rate of 41%. When 
adjusted for the revenue generated by the 
Serie A contract which was terminated in 
May 2013, revenue grew by £5.7 million,  
a growth rate of 192%.
 
“ Revenue rose by  
£2.5 million against  
the prior year, a 
growth rate of 41%”
Niall Dore 
Chief Financial Officer
Due to the nature of our ‘upload once, 
commercialise everywhere’ policy, coupled 
with a predominantly revenue share-based 
commercial model, a key KPI, which we 
track very closely, is Total Transaction Value 
(TTV). This reflects the total value of the 
business being enabled by the Rightster 
software system and network of partners 
and not just the value that Rightster itself 
invoices. Our TTV for the year ended 
December 2014 was £16.9 million, up from 
£11.0 million for the prior year. The increase 
is driven by the rise in Brand deals which 
have generated additional advertising 
revenue for the Group. The business has 
grown significantly over the past 12 
months and our enhanced network of 
Content Owners and Publishers, which is 
generating over 1.4 billion views per 
month, enables the Group to provide a 
greater offering to major Brands.
The Group operates one operating 
segment, being the monetisation of  
online content. The performance of  
the underlying revenue streams in 
Advertising, Subscription and Theatrical 
are detailed below.
Advertising revenue rose £2.2 million to 
£6.3 million in 2014 due primarily to the 
impact of the acquisition of Base79 and 
Viral Spiral. 
Subscription revenues rose £0.2 million  
to £1.2 million due to continued growth  
in our live streaming of the Australian 
Football League. 
Theatrical revenues rose £0.1 million to 
£1.2 million compared to prior year. The 
increase is due to 2014 results including  
a full year of revenues compared to nine 
months in 2013. Like for like sales are down 
£0.2 million compared to prior year due to 
challenging market conditions in Europe.
Operating costs comprising R&D expenses 
and administration and sales expenses rose 
by £1.6 million compared to the prior year 
ended 31 December 2013, a reflection on 
the continued investment by the Group in 
software and people. At the end of the 
year the Group had 231 employees in  
13 offices in 11 locations, up from 183 
employees in 10 offices in 10 locations  
at the end of the prior period.
  21 Rightster Group plc Annual Report & Accounts 2014  
£42m
raised in equity financing  
to fund acquisitions and 
working capital.
Operating losses for the year ended  
31 December 2014 totalled £16.2 million 
versus £17.3 million for the prior year.  
These losses are generated primarily  
by investment in people, infrastructure 
costs and the rental of office premises. 
Restructuring costs of £0.5 million were 
included in operating expenses (2013: £nil).
 
Exceptional costs in 2014 were £1.0 million 
which comprised acquisition related items.
 
The Company continues to operate 
employee stock option plans and the  
costs for the period totalled £1.3 million. 
This will continue to be an employee 
acquisition and retention tool going 
forward.
 
Finance costs totalled £1.6 million for the 
year (2013: £1.5 million). This related to the 
discount on deferred consideration on the 
acquisitions made in the year and is a 
non-cash charge.
The loss for the year ended 31 December 
2014 totalled £18.0 million versus £19.4 
million for the prior year. The current year 
losses were impacted by non-cash charges 
including the unwinding of a £1.6 million 
discount on deferred consideration  
(2013: £nil) and amortisation of £1.7 million 
(2013: £0.4 million).
The Group generated an operating cash 
outflow of £16.0 million in 2014 (2013: £16.0 
million). Rightster is an early stage business 
and the negative cash flow is reflective of 
the investment in people and software 
required during this period of growth. We 
believe that revenue and margins will 
improve as the Group achieves scale 
following the integration of the new 
acquisitions and the release of our new 
platform in 2015.
Acquisitions
Rightster completed two acquisitions 
during the period: the 100% acquisition of 
Base79 for a consideration of up to £50 
million payable through a mixture of cash 
and shares; and the remaining 75% of Viral 
Spiral for a consideration of up to £4.1 
million. These businesses have brought 
immediate benefits including scale, 
increased revenue opportunities and 
management expertise to the Group.
 
Statement of Financial Position
Rightster is a growth business and cash flow 
is thus negative. Cash utilised by operating 
activities was £16.0 million for the period, 
compared to £16.0 million for the 12 month 
prior period ended 31 December 2013. The 
Group successfully raised £42 million in 
equity financing during the period to fund 
a proportion of the acquisitions and the 
working capital requirement.
 
The Group ended the year with £8.5 million 
in cash and cash equivalents and no debt 
(2013: £12.7 million and no debt). On  
7 May 2015, the Group also announced a 
proposed placing to raise approximately  
£5 million through the issue of new 
ordinary shares.
 
Intangible assets comprise goodwill and 
intangibles. Goodwill that arose on the 
acquisition of Base79, Viral Spiral and 
Preview Networks, are reviewed each year 
end for impairment. The intangibles are 
amortised over their useful lives.
 
The Group capitalised R&D spend of  
£3.1 million on the development of the 
software platform. The beta release of the 
platform took place in December 2014 and 
a selection of clients have been invited to 
use the product as we prepare for general 
release in 2015.
Revenue Split 2014
Advertising revenue  £6.3m
Subscription revenue  £1.2m
Theatrical revenue  £1.2m
 
 
 
73%
13.5%
13.5% Rightster Group plc Annual Report & Accounts 2014 22
Strategic Report
Key Performance Indicators
The Group monitors a number of KPIs that 
allow it to track performance against 
targets as follows: 
• Video view growth: The average 
monthly video views in H2 2014 were up 
212% from H1 2014 (1.2 billion up from 
375.3 million) and up 369% from H2 
2013 (1.2 billion up from 249.5 million).
• Total video views for the year were 
9.277 billion, up from 2.461 billion over 
the prior 12 month period.
• Revenue for the year ended  
31 December 2014 was £8.7 million, an 
increase of £2.5 million versus prior year.
• After allowing for a key contract 
terminated during 2013, Revenue has 
increased from £3.0 million for the year 
ended 31 December 2013 to £8.7 million 
for the year ended 31 December 2014.
• Total Transaction Value (‘TTV’): this 
represents the total amount of business 
that is facilitated through the Group. It 
sums the total exchange of revenue 
between Rightster partners before 
revenue shares are distributed. For  
the year ended 2014, the TTV was  
£16.9 million, up from £11.0 million  
for the year ended 2013.
• Gross 	 Profit increased to £3.9 million 
for the year ended 31 December 2014, 
from £0.6 million for the year ended  
31 December 2013.
• Headcount increased from an average 
of 193 employees during the year ended 
31 December 2013, to an average of  
202 employees during the year ended 
31 December 2014.
Principal Risks and Uncertainties
Industry Risk
The digital rights and media industry is 
relatively new and changing rapidly and, as 
such, it is difficult to predict the prospects 
for and direction of growth in the industry. 
The Group may fail to adapt successfully. 
The Group derives its revenues from the 
commercialisation of digital rights through 
content distribution and monetisation,  
and the provision of technology and 
professional services to various 
stakeholders in the media industry.
 
The Group operates within competitive 
markets. The Group’s competitors could 
bring superior scale, better known brand, 
deeper experience or more compelling 
products to bear against the Group’s 
existing and potential business. Intense 
competition could increase pricing 
pressure in the market, manifested, for 
example, through declining revenue 
shares, or increased reliance on paying 
advances ahead of commercial deals.
 
Mitigation: Rightster strives to offer a 
software and services platform to Content 
Owners, Publishers and Advertisers that is 
more cost effective than running such a 
platform themselves. The Group’s level of 
investment in R&D means it can deliver 
continuous innovation and when coupled 
with continuous investment in the network 
of Content Owners and Publishers means it 
can use technology to reduce costs and 
remain competitive.
Technology Risk
Technological innovation is progressing 
quickly and the Group may fail to keep pace 
or make the wrong choices. Customer 
preferences across the breadth of the 
Group’s platform and commercial offerings 
are subject to fast and relatively 
unpredictable change, as advances in 
technology progress. Recent changes have 
included proliferation of device types, 
operating systems, video formats and 
delivery methods and further changes are 
difficult to predict. If the Group fails to 
adapt sufficiently quickly to any changes, 
there is a risk that revenue will be lost and 
ultimately that its proposition will become 
less competitive in the market. Technology 
may progress to the point that in-house 
bespoke solutions become so efficient to 
build and adapt that the Group’s outsource 
proposition may become obsolete which 
could materially affect the Group’s 
business and its reputation, financial 
condition and operating results.
 
As Rightster’s profile grows and it expands 
into new markets (including emerging 
markets), there is an increasing risk of 
malicious attacks on its system. If premium 
content managed by the Group is used or 
made available by the Group or its 
customers other than in accordance with 
the terms of its licences, the Group may 
face contractual liability to its licensors in 
connection with a failure to adequately 
protect the rights granted under the 
Group’s licences, which could have a 
material effect on the business, reputation, 
financial condition or results of operations.
 
Mitigation: Rightster has numerous paths 
for collecting business requirements and 
industry trends and regularly discusses 
business requirements with both 
customers and prospective customers. The 
Group’s sales team is the most effective 
conduit for customer needs and has direct 
involvement in setting the platform 
roadmap. The Group believes its pool of 
talented staff operating across all aspects 
of the business means it can innovate and 
deliver quality technology features and 
services that set it apart from competition 
and ensures it is meeting customer need. 
Agile technology development sprints 
means it can react quickly to industry 
change and adapt as necessary. The Group 
partners with enterprise-quality industry 
partners who are proven and reliable in the 
areas of cloud computing, content hosting 
and delivery, and content protection.
Intellectual Property Risk
The Group’s ability to compete effectively 
is highly dependent on its ability to protect 
its software, commercial offerings and 
trade secrets from unauthorised use. 
Rightster believes that it has taken 
appropriate measures to protect itself to 
date (including copyrights, trademarks, 
non-disclosure agreements etc.). However, 
the protection provided by these 
intellectual property rights, confidentiality 
and contractual restrictions is limited and 
varies between the UK and other countries. 
There can be no guarantee that these 
protections may be adequate to prevent 
competitors from taking commercial 
advantage of unauthorised disclosure of 
the Group’s sensitive business information. 
Financial Review continued 23 Rightster Group plc Annual Report & Accounts 2014  
Similarly, these protections may not 
prevent competitors from copying, reverse 
engineering or independently re-creating 
the Group’s products, services and 
technologies to create similar offerings.
 
In addition, as the number of products and 
services offered in the Group’s markets,  
as well as the volume of content that the 
Group distributes, increases, claims relating 
to ownership of content may increase. Any 
claims, regardless of their merit, could be 
expensive and time-consuming to defend.
 
Mitigation: Since its inception the Group 
has prioritised protection of its Intellectual 
Property (IP), primarily that generated by 
its staff. Robust employment contracts 
protect internally generated IP whilst 
commercial contracts as well as non-
disclosure contracts protect the Group’s IP 
from external parties. The Group does not 
sell or distribute its software, thereby 
making reverse engineering more difficult, 
because the Software as a Service nature 
of the Rightster.com platform means all 
customer activity utilises the same instance 
of the securely hosted platform.
 
Financial Risk Management
The Group’s financial instruments comprise 
cash and liquid resources and various 
items, such as trade receivables and trade 
payables, that arise directly from its 
operations. The main purpose of these 
financial instruments is to raise finance for 
the Group’s operations. The principal 
financial risks faced by the Group are 
liquidity, foreign currency, credit and 
interest rate risks. The policies and 
strategies for managing these risks are 
summarised below.
 
Foreign currency risk
Transactional foreign currency exposures 
arise from both the export of services from 
the UK to overseas clients, and from the 
import of services directly sourced from 
overseas suppliers.
 
The Group is primarily exposed to foreign 
exchange in relation to movements in 
sterling against the US Dollar, Euro and 
Indian Rupee.
 
The Group does not use derivatives to 
hedge translation exposures. All gains  
and losses are recognised in the income 
statement on translation at the  
transaction date. 
 
Credit Risk
The Group’s principal financial assets are 
cash and cash equivalents and trade and 
other receivables. The Group has no 
significant concentration of credit risk.  
The maximum exposure to credit risk is 
that shown within the balance sheet. All 
amounts are short-term and management 
consider the amounts to be of good  
credit quality.
 
Liquidity/Funding Risk
Liquidity risk is the risk that the Group may 
be unable to meet short-term financial 
demands. The Group’s funding strategy is 
to ensure a mix of funding sources offering 
flexibility and cost effectiveness to match 
the requirements of the Group. Operating 
subsidiaries are financed by the Group.  
The Group has been funded through  
a combination of equity and debt  
finance provided by the shareholders.  
The Directors review the cash flow 
requirements of the business regularly  
and ensure that a sufficient mix of funding 
is in place to ensure the Group can meet  
its obligations as they fall due.
 
Interest Rate Risk
The Group held the majority of its cash  
and cash equivalents in corporate current 
accounts. These accounts offer a 
competitive interest rate with the 
advantage of quick access to the funds. 
The Group has zero debt and has no 
interest rate risk at the current time.
Environmental Matters
As far as the Directors of the Group are 
aware, the Group’s business does not cause 
an adverse impact on the environment.
 
Social, Community and Human 
Rights Issues
The Company has held internal fundraising 
events amongst its employees in order to 
raise money for the Digital Pipeline Charity 
(who provide access to communications 
technology in developing countries for 
educational and welfare purposes) and for 
Womankind Worldwide (who are dedicated 
to ensuring that women’s organisations in 
Africa, Asia and Latin America get the 
information, resources and platforms they 
need to create change with, and improve 
the lives of, women and girls).
 
Rightster has adopted a formal equal 
opportunities policy which is contained  
in its employee handbook. The aim of  
the policy is to ensure no job applicant, 
employee or worker is discriminated 
against either directly or indirectly on the 
grounds of race, sex, disability, sexual 
orientation, gender reassignment, 
marriage or civil partnership, pregnancy  
or maternity, religion or belief, or age. 
Employees
As at 31 December 2014, the Group 
employed 231 staff across 13 offices in 11 
locations, 174 of which were male and 57 
were female. Of the 13 senior members of 
management, one was female.
 
On behalf of the Board
 
Niall Dore
Chie f 	 F ina n c i al 	 O ffi c e r
6 May 2015
9.3bn
2014
£16.9m
2014
2.5bn
2013
£11.0m
2013
Total Video Views  
for 2014 = 9.277 billion up from  
2.461 billion in 2013
Total Transaction Value  
£16.9 million for 2014 up from  
£11.0 million for 2013
Revenue 
£8.7 million in 2014 up from  
£6.2 million in 2013
£8.7m
2014
£6.2m
2013 Rightster Group plc Annual Report & Accounts 2014 24
Strategic Report
This year, we moved into a more spacious and creative 
office space in the hub of Covent Garden. It’s provided us 
with more desk space, meeting room options and break 
out areas, as well as creating a more inspiring atmosphere 
for our employees.
Our People
Since the acquisitions, our team has 
grown and we enjoyed welcoming a 
wide range of talented individuals 
into Rightster this year, adding to 
our experienced team. We invite 
you to meet some of the Rightster 
team below:
	 Above 
Richard North (left)
‘ Prior to Rightster, I spent eight years  
at Google in Asia-Pacific across a variety 
of roles including ad sales, agency 
relationships, ads syndication, resellers, 
content acquisition and YouTube Content 
Partnerships. I joined Rightster in May 
2014 as GM, Asia-Pacific, based in 
Singapore. I’m responsible for growing 
the existing client base across India 
and Australia as well as expanding the 
business into new markets across Asia. In 
the past 12 months, the Rightster APAC 
team has grown from three to eight 
people and added dozens of new clients, 
including large Content Owners like 
Lehren Networks, Badminton World 
Federation, Tennis Australia, News Corp 
Australia and Bauer Media. We also 
support the global teams by providing 
APAC YouTube talent for campaigns, 
including Turkish Airlines and Universal 
Pictures. We are in the process of 
building up the APAC Publisher network 
and expect to have new deals to 
announce in 2015.’ 
â	 Below 
Teresa Lynch (left)
‘ My digital career began as SEO specialist 
for Shopzilla.com (part of E.W. Scripps), an 
online shopping comparison site based in 
Los Angeles. In 2009, I relocated to London 
and soon joined Preview Networks to 
manage the portfolio of UK film clients & 
grow the organic publisher network. 
Rightster acquired Preview Networks in 
2012 and, since the acquisition, my role 
has expanded to include the US market. 
I transferred to the New York office last 
year and, in addition to managing my film 
clients, I build & maintain partnerships 
with paid placement networks to 
support engagement activation 
campaigns globally.’
	 Above 
Sam Ross (right)
‘ I started working for Rightster  
almost five years ago, and have seen 
tremendous growth in the Company over 
that period of time. The new challenges  
and opportunities in the evolving  
online video space continue to keep me 
engaged and excited to be part of this 
growth story. Initially I worked in Product 
Management, launching and managing 
the first version of our platform and then 
taking the learnings from that into the 
evolution of our second generation 
platform. I’ve developed a bigger passion 
for the actual definition of our solutions 
and now look after Rightster’s Product 
Architecture and oversee the detailed 
functional specification for our software. 
I’m looking forward to the continued 
roll-out of our second generation 
software and seeing the benefits it 
brings to our clients.’ 25 Rightster Group plc Annual Report & Accounts 2014  
	 Above 
Johanna Bergqvist (left)
‘ As one of the Founding Members of Viral 
Spiral in 2012, I managed the Licensing & 
Brands teams. Our focus was connecting 
Brands and Media Agencies with 
appropriate social video content and 
online influencers for the purpose of 
commercial campaigns, where we 
covered licensing, distribution and 
activation. In my current role at Rightster, 
I manage the Licensing & Research Team 
as well as working with the Brands 
Solutions department on branded 
content campaigns across emerging 
platforms including Vine, Instagram  
and Snapchat. Recent brand deals include 
campaigns for Coca-Cola, Purina, Delta 
and most recently, Spotify.’
ß Left 
Dan Woodbury (left)
‘ I’ve worked for Rightster for the last  
four and a half years. In that time, I have 
been fortunate to work on a host of 
projects including the build and delivery 
of our first generation platform to 
support our clients and the private 
syndication portals which are used daily 
by our network of Publishers to source 
videos. This experience allowed me to 
evolve from a junior web developer to my 
current position as Technical Lead of 
the applications team. As Technical 
Lead, my responsibilities are to ensure 
work produced is of a high standard on 
all of the projects that we are aligned 
to, including the ongoing front-end 
development of the second generation 
platform, the Rightster corporate 
website and maintenance of our Live 
Subscription platform. Rightster is a great 
Company to work for and it’s great to be 
part of an exciting future as we strive to 
become the leader in online video.’
â	 Below 
Jamie Searle (right)
‘ I was an early member of the team 
at Base79, joining in 2011, where I 
developed the music and talent content 
verticals and played a key role in the 
growth of our YouTube MCN. In my time 
at Base79, I pitched and won YouTube 
original programming commissions 
worth $1.5 million for Flow and Guinness 
World Records. I get a huge buzz working 
at the cutting edge of digital media, and 
my role at Rightster enables me to do 
this in a way where I can have a role in 
shaping the video industry and 
contribute to our success within it. In the 
last 10–11 months at Rightster we have 
helped the Company become a talent 
agnostic content network through the 
creation of the GRIN – Global Rightster 
Influencer Network. We’ve also signed 
major deals including Comedy Shorts 
Gamer and Al Jazeera, made key partner 
renewals and worked with our Global 
teams on growing our content business. 
Previously, I worked in digital roles 
at Universal Music Group and NBC 
Universal and, prior to embarking on a 
career in the music business, I toured 
the world in an indie band.’ Rightster Group plc Annual Report & Accounts 2014 26
Corporate Governance
Board of Directors’ Profiles
Mark Lieberman (top left)
Non-Executive Chairman
Mark Lieberman has been an entrepreneur in the media and 
technology industry throughout his career. He is currently the 
President and CEO of Viamedia, the largest non-MSO affiliated 
video ad sales organisation in the US. Previously, he was Co-
founder, CEO and Chairman of TRA, Inc. (TiVo Research & 
Analytics, Inc.), a media research and data software company. 
Previous roles include Managing Director of Hudson Abel Partners 
LLC, Chairman/CEO of IVT, President of About.com Ventures and 
Executive Vice President of Reed Elsevier Business Information. 
In the mid-1990s, Mark founded Sarnoff Real Time Corp., a video 
server company that became DIVA systems (the first commercially 
viable video-on-demand provider). Mark also served as Associate 
Deputy Secretary and Assistant Secretary for Technology (Acting) 
at the US Department of Commerce from 1989–1991 and was a 
practising lawyer. Mark is on the advisory board of Adfin and on 
the board of Center for Leadership and Learning.
Jack Barnett (bottom left)
Non-Executive Director
Jack Barnett is a senior executive with over 20 years of experience 
with high-growth companies in the technology sector. Beginning 
with QRS, one of the early successful software-as-a-service 
companies in the San Francisco Bay Area, Jack has spent much of his 
career developing and delivering innovative analytical solutions to 
data-driven companies such as BT, Bet365, Bwin.Party, TRA (TiVo), 
Sainsbury’s, Safeway, The GAP and AIMIA. With an emphasis on 
business intelligence, corporate reporting, customer insight and 
loyalty programmes, Jack has a deep understanding of the 
significant opportunities and complex challenges of big data. Jack 
began his career in operational management at Costco and holds a 
BA in Political Science from the University of California, Berkeley. 
Jack resides in the UK and holds dual US/UK citizenship, and also 
serves as a Non-Executive Director of several privately held 
companies.
Michael Broughton (top right)
Non-Executive Director
Michael Broughton is currently a managing partner at Sports 
Investment Partners LLP, a European investment firm focused on 
driving investment and growth in the sport industry. In conjunction 
with this role, Michael is also a Non-Executive Director of 
Supponor Holdings Limited. For three years he worked at Nolan 
Partners Ltd, the leading sports executive search business, placing 
senior executives in some of the UK’s leading sports organisations 
including Manchester United, Chelsea, Arsenal, Liverpool, The FA, 
and Honda Racing F1. Prior to joining Nolan Partners Ltd in 2008, 
Michael spent seven years working in motorsport. Michael 
was responsible for Lucky Strike’s F1 sponsorship across the 
Latin American region and in 2007 set up the Global Social 
Responsibility programme for Johnnie Walker’s involvement 
with the Vodafone McLaren Mercedes team.
David Mathewson (bottom right)
Non-Executive Director
David Mathewson is a qualified Chartered Accountant and an 
experienced Non-Executive Director with significant experience 
in the financial sector and in the gaming and software industries. 
He served on the Board of Rodime plc (renamed Sportech plc 
following the acquisition of Littlewoods Football Pools) for 13 
years and was Chairman until 2006. He was previously a Director of 
Corporate Finance at Noble Grossart Limited and a Non-Executive 
Director at Noble & Co Limited. Until May 2010, David was Senior 
Independent Director at Edinburgh UK Tracker Trust plc where  
he served on the board for 12 years and was Chairman of Asian 
Growth Properties Limited. In 2010 he was appointed as a 
Non-Executive Director of Playtech Limited where he chaired  
the audit committee and in 2011 became Chief Financial Officer, 
retiring in December 2012. He is currently a Non-Executive 
Director of 24/7 Gaming Group plc and Non-Executive Chairman  
of Macromac plc, both listed on AIM. 27 Rightster Group plc Annual Report & Accounts 2014  
Niall Dore (top left)
Chief Financial Officer
Niall Dore took over as CFO on 5 January 2015 and joins the 
business from Experian Consumer Services where he was Interim 
Finance Director UK & Ireland. Previously, Niall was Finance 
Director at Betfair Group plc for over five years, which included a 
year as Interim Group CFO. Niall has also held the positions of 
Group Financial Controller at both GE Life and Hyder Consulting 
Plc. Niall has a proven ability to execute different business models 
across the digital and technology sectors on a global scale with a 
strong focus on creating shareholder value.
Gerard Cranley (bottom left)
Company Secretary
Gerard Cranley has over 20 years of experience practising as a 
solicitor in the City of London. He has been a partner of Howard 
Kennedy (now Howard Kennedy Fsi) and Penningtons (now
Penningtons Manches), ‘Counsel’ for White & Case and Senior 
Associate at Weil. Before leaving private practice, Gerard’s focus 
was on mid-market mergers and acquisitions and early stage 
investment, with a particular interest in corporate governance.
Patrick Walker (top right)
Chief Executive Officer
Patrick Walker has over 20 years of experience at the crossroads of 
the media and technology industries, starting as a TV producer for 
Japan’s public broadcaster, NHK and Senior Broadcast Journalist 
for BBC News, where he used state-of-the-art digital technology 
to transmit breaking news from often hostile environments 
worldwide. In his role as RealNetworks’ GM for International Video 
Services, he launched early Internet video and music consumer 
products for clients such as BBC, UEFA, Channel 4 and Fremantle. 
In 2006, Patrick was Google’s first YouTube hire outside of the 
US to work on its video strategy, initially with Google Video and 
then as YouTube’s European boss. In his role as Senior Director of 
Content Partnerships at YouTube, Patrick launched YouTube in 
over 40 EMEA countries. In 2013, Patrick joined Base79 Limited  
as its Chief Content Officer and Executive Director (having been  
a Non-Executive Director since 2008). In his role there, he was 
tasked with helping clients succeed in a global, multi-device, 
multi-platform online video market. Following Rightster’s 
acquisition of Base79 Limited in July 2014, Patrick joined 
Rightster’s Executive Team as Chief Commercial Officer, taking  
on responsibilities for Rightster’s global content and commercial 
partnerships. Patrick succeeded Charlie Muirhead as CEO of 
Rightster in January 2015.  Rightster Group plc Annual Report & Accounts 2014 28
Corporate Governance
Report of the Directors
The Directors are pleased to present their report to shareholders 
and the audited financial statements for the year ended 
31 December 2014.
 
Rightster Group plc was incorporated on 30 October 2013. On 
11 November 2013 it acquired the whole of the shares in Rightster 
Limited (incorporated in May 2011) which had wholly owned 
subsidiaries in Gibraltar, Rightster (Gibraltar) Limited (incorporated 
in July 2012) and the USA, and Rightster Inc. (incorporated in April 
2012) and had established a limited liability partnership in India, 
Rightster LLP (incorporated in October 2012). The preparation 
of the Group’s financial statements is in compliance with IFRS as 
adopted by the European Union and gives a true and fair view of 
the assets, liabilities, financial position and loss of the Group. The 
Group financial statements consolidate the financial statements 
of Rightster and its subsidiaries.
 
Principal activity and business model
The principal activity of the Group is online video syndication and 
monetisation services.
 
Rightster provides cloud-based services that optimise the 
distribution and monetisation of live and on-demand video. 
Rightster is a global business to business video network for 360 
degree distribution content-sourcing, audience engagement and 
monetisation. Rightster’s software and services make it simple for 
sports, fashion, news, entertainment and viral rights holders to 
enhance the value of their video whether on a licensed, ad-funded, 
direct to consumer or paid placement basis.
 
Results and dividends
The results for the period ended 31 December 2014 are set out 
in the consolidated income statement.
 
The Directors do not propose payment of a dividend for the 
year ended 31 December 2014.
 
Review of the period
A comprehensive analysis of the Group’s progress and 
development is set out in the Chairman’s Statement, CEO’s 
Statement and CFO’s Financial Review. This analysis includes 
comments on the position of the Group at the end of the 
financial period.
 
Significant events
On 7 July 2014, Rightster acquired the whole of the shares 
in the capital of Viral Management Limited (Viral Spiral), 
having previously held minority interest in that company. 
The consideration payable by Rightster for Viral Spiral was up 
to £4,100,000 and is payable in a mix of cash and shares. The 
following day, Rightster announced that it had entered into an 
agreement to acquire Base79 Limited for a consideration of up 
to £50,000,000 payable in a mix of cash and shares and that it 
was raising £42,000,000 (before expenses) by way of a placing of 
new shares. The placing was completed on 28 July 2014 and the 
acquisition of Base79 Limited was completed on 1 August 2014.
 
Significant shareholdings
As at 31 December 2014, the following persons held more than 
3% of the issued shares in the capital of Rightster: 
Shareholder Shares % IC
Invesco Asset Management 54,714,333 28.31
Vesuvius Limited 50,459,092 26.11
Woodford Investment Management 38,350,000 19.85
Mr Charles Muirhead 7,110,666 3.68
The Directors’ interests are shown in the Remuneration Report
Deferred share capital
Deferred shares of £6.66 million were repurchased by the 
Company and cancelled on 31 July 2014.
Principal risks and uncertainties
Details of the Group’s principal risks and uncertainties are included 
in the Strategic Report.
Related party transactions
Details of all related party transactions are set out in note 28 to 
the Financial Statements.
Corporate governance
The Directors’ statement on Corporate Governance is set out on 
pages 31–32 and forms part of this report. 29 Rightster Group plc Annual Report & Accounts 2014  
Insurance and indemnity
Rightster has purchased and maintains Directors’ and officers’ 
liability insurance cover against certain legal liabilities and costs for 
claims incurred in respect of any act or omission in the execution 
of their duties and which has been in place throughout the year. 
Political donations
No political donations were made in the year (2013: £nil).
Research and development expenditure
Research and development expenditure amounted to £1.0 million 
(2013: £4.3 million). A further £3.1 million of development costs 
were capitalised in the year (2013: £0.3 million).
Going concern assessment
The consolidated financial statements have been prepared on 
the going concern basis on the assumption that the Group and 
Rightster continue in operational existence for the foreseeable 
future. The Group made a loss of £18,045,072 for the year ended 
31 December 2014 (2013: £19,389,934).
The Group has continued to experience rapid growth although 
it is still loss making. The new management team have taken 
steps to reduce the amount of cash consumed by the business 
by approximately £3 million on an annualised basis in the 2015 
financial year without materially affecting the Group’s growth 
prospects. Most of the cost savings related to the closure of the 
Group’s technology centre in Bangalore and the consolidation of 
those activities in London as well as redundancies resulting from 
changes in the way that the Group’s business is organised. The 
Board now expects the Group’s business to achieve cash flow 
break even in 2016.
In order to meet the growth plans assumed in our forecast, the 
Group will require additional financing. The Group has received a 
commitment from existing shareholders of £5 million on 6 May 
2015. Accordingly the going concern basis of accounting has been 
adopted in preparing these consolidated financial statements.
Future outlook
The Directors are confident that the Group’s forecasts are 
achievable, and are committed to taking any actions available to 
them to ensure that any shortfall in forecast revenues is mitigated 
by cost savings. The Board is confident of the Group’s outlook 
for 2015.
Annual General Meeting 
Rightster’s Annual General Meeting is scheduled to take place in 
June 2015.
Directors
The Directors, who served during the year were as follows:
J A Barnett 
M Lieberman
D Mathewson
M Broughton
C S Muirhead
C A de Beer (Resigned 5 January 2015)
All six of the above Directors are male.
Resignations and New Appointments
Mr Charl de Beer resigned as Group CFO and Executive Director 
on 5 January 2015. Mr Niall Dore was appointed as Group CFO 
and Executive Director of the Group on 5 January 2015.
Mr Charlie Muirhead resigned as Group CEO on 28 January 2015. 
Mr Patrick Walker was appointed as Group CEO on 28 January 
2015 and appointed as an Executive Director on 23 April 2015.
Statement as to disclosure of information to auditors
So far as the Directors are aware, there is no relevant audit 
information (as defined by Section 418 of the Companies Act 
2006) of which the Company’s auditor is unaware, and each 
Director has taken all the steps that he ought to have taken as 
a Director in order to make himself aware of any relevant audit 
information and to establish that the Company’s auditor is aware 
of that information. 
Auditors
Grant Thornton UK LLP were appointed as auditors on 10 June 
2014 and, having expressed their willingness to continue in office, 
will be proposed for reappointment at the Company’s forthcoming 
Annual General Meeting in accordance with section 489 of the 
Companies Act 2006.
On behalf of the Board
Niall Dore
Chief Financial Officer
6 May 2015 Rightster Group plc Annual Report & Accounts 2014 30
Corporate Governance
Statement of Directors’ 
Responsibilities
The Directors are responsible for preparing the Strategic Report, 
the Report of the Directors and the financial statements in 
accordance with applicable law and regulations. 
Company law requires the Directors to prepare financial statements 
for each financial period. Under that law the Directors have 
prepared the Group financial statements in accordance with 
International Financial Reporting Standards IFRS as adopted by 
the European Union and elected to prepare the parent company 
financial statements in accordance with the UK Generally Accepted 
Accounting Practice (UK accounting standards and appropriate 
laws). Under company law the Directors must not approve the 
financial statements unless they are satisfied that they give a true 
and fair view of the state of affairs of the Company and Group and 
of the profit or loss of the Company and Group for that period. In 
preparing these financial statements, the Directors are required to:
 
• select suitable accounting policies and then apply them consistently;
• state whether applicable IFRS/UK accounting standards have 
been followed, subject to any material departures disclosed and 
explained in the financial statements;
• make judgements and accounting estimates that are reasonable 
and prudent; 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 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. 
The Directors are responsible for the maintenance and integrity 
of the corporate and financial information included on the 
Company’s website. Legislation in the United Kingdom governing 
the preparation and dissemination of financial statements may 
differ from legislation in other jurisdictions. 31 Rightster Group plc Annual Report & Accounts 2014  
Statement on Corporate Governance
Corporate governance
As a Company listed on AIM, Rightster Group plc (Rightster) is  
not required to comply with the UK Corporate Governance 
Code. However, without undertaking voluntary compliance 
with the Code, we have reported on our corporate governance 
arrangements including those aspects of the UK Corporate 
Governance Code we consider to be relevant to the Company and 
best practice. The Board is committed to the regular review of 
Rightster’s governance structures, its practices and procedures 
and the composition and performance of the Board itself to 
ensure the highest standard of corporate governance having 
regard to available resources.
The statement set out below describes how the Group applies 
certain of the principles identified in the Code. As at 31 December 
2014, the Board comprised the Non-Executive Chairman, the  
Chief Executive Officer, the Chief Financial Officer and two 
Non-Executive Directors. The Board considers the Chairman 
to have been independent on his appointment and also considers 
Mr Mathewson to be independent.
 
The Board constitution and procedures
All of the persons who served as Directors throughout the year 
ended 31 December 2014 have served since the date of Rightster’s 
admission to AIM. 
The Non-Executive Directors are all considered by the Board to 
be independent of management and free of any relationship, 
which could materially interfere with the exercise of their 
independent judgement. The Board considers this to be the 
case notwithstanding that Mr Broughton has been acting as 
interim Chief Operating Officer since 1 December 2014 and Mr 
Mathewson has, since 28 September 2014 been in attendance at 
the Group’s London office on a regular basis to assist with various 
projects including the restructuring of the Company’s cost base. 
Mr Mathewson is the Senior Independent Non-Executive Director. 
 
Rightster’s General Counsel is also its Company Secretary and 
acts as secretary to the Board and its subsidiaries. The Company 
Secretary is a member of Rightster’s senior management team 
and all the Directors have access to his advice and services.
 
Board operation
The roles of the Chairman and the Chief Executive Officer are 
separated, clearly defined and their respective responsibilities 
are summarised below.
 
Chairman
The Chairman provides leadership to the Board. He is responsible 
for setting the agenda for Board meetings, ensuring that the Board 
receives the information that it needs to properly participate in 
Board meetings in a timely and user friendly fashion and that the 
Board has sufficient time to discuss issues on the agenda.
 
Chief Executive Officer
The Chief Executive Officer is responsible for leadership of 
Rightster’s management and its employees on a day-to-day basis. 
In conjunction with senior management, he is responsible for 
the execution of strategy approved by the Board and the 
implementation of Board decisions.
How the Board functions
The Board is collectively responsible for the long-term success 
of the Group. The Board provides entrepreneurial leadership for 
Rightster within a framework of prudent and effective controls 
which enables risk to be assessed and managed. The Board 
considers the management team’s proposals for strategy and, 
following a consideration of those proposals, determines 
Rightster’s strategy and ensures that the necessary resources are in 
place for the management to execute that strategy. An important 
part of the Board’s role is the review of management performance.
 
The Board met on 14 occasions during 2014 and all members of 
the Board attended all those meetings.
 
Board meetings have been held at Rightster’s registered office. 
Directors are provided with comprehensive background 
information for each meeting and all Directors have been able to 
participate fully and on an informed basis in the Board decisions. 
In addition, certain members of the senior management team 
are invited to attend the whole or parts of the meetings to 
deliver reports on the business. Any specific actions arising during 
meetings as agreed by the Board are followed up and reviewed 
at subsequent Board meetings to ensure their completion.
Responsibility and delegation
The Board has specifically reserved a number of matters for its 
consideration and approval. These include:
• Overall leadership of Rightster and setting Rightster’s values 
and standards.
• Approval of Rightster’s long-term objectives and 
commercial strategy.
• Approval of the annual operating and capital expenditure 
budgets and any changes to them.
• Major investments or capital projects.
• The extension of Rightster’s activities into any new business 
or geographic areas.
• Any decision to cease any material operations.
• Changes in Rightster’s capital structure or management and 
control structure.
• Approval of the annual report and accounts and preliminary 
and half-yearly financial statements.
• Approval of treasury policies, including foreign currency 
exposures and use of financial derivatives.
• Ensuring the maintenance of a sound system of internal 
control and risk management.
• The entering into of agreements that are not in the ordinary 
course of business or material strategically or by reason of 
their size.
• Changes to the size, composition or structure of the Board 
and its committees. Rightster Group plc Annual Report & Accounts 2014 32
Corporate Governance
The Board has delegated certain of its responsibilities to 
committees. These committees comprise the Audit Committee, 
the Remuneration Committee and the AIM Compliance and 
Corporate Governance Committee. The Terms of Reference for 
each of the committees are available to view on Rightster’s 
website: www.rightster.com.
 
Board tenure
Under article 35 of Rightster’s articles of association, Directors are 
required to stand for re-election by shareholders at an AGM if they 
have held office at the two preceding AGM’s. Since the AGM to be 
held in June 2015 will be Rightster’s second AGM, no members 
of the Board are required to submit themselves for re-election. 
However, as they did at Rightster’s previous AGM the Board has 
decided to voluntarily comply with the Code requirements that 
Directors of companies in the FTSE350 Index submit themselves 
for re-election annually and accordingly, all the Directors are 
seeking their re-election at the AGM.
The Board has collectively agreed that the Directors proposed for 
re-election have made significant contributions to the business and 
each has a key role to play in determining Rightster’s future strategy. 
Insurance and indemnity
In accordance with Article 54 of Rightster’s articles of association 
Rightster’s Directors and officers are entitled to an indemnity 
from Rightster against liabilities incurred by them in the actual 
or purported exercise of their duties, or exercise of their powers 
including liability incurred in defending any proceedings (whether 
civil or criminal) which relate to anything done or omitted to be 
done and in which judgement is given in his favour, or in which he 
is acquitted, or which are otherwise disposed of.
Board balance
The Board comprises individuals with wide business experience 
gained in various industry sectors related to Rightster’s business 
and it is the intention of the Board to ensure that the balance of 
the Directors reflects the changing needs of that business. The 
Board considers that it is of a size and has the balance of skills, 
knowledge, experience and independence that is appropriate for 
Rightster’s business. While not having a specific policy regarding 
the constitution and balance of the Board, potential new Directors 
are considered on their own merits with regards to their skills, 
knowledge, experience and credentials. Male or female candidates 
or candidates from any particular ethnic or national background 
would each be considered equally.
The Non-Executive Directors contribute their considerable 
collective experience and wide-ranging skills to the Board and 
provide a valuable independent perspective; where necessary 
constructively challenging proposals, policy and practices of 
executive management. In addition, they helped formulate 
Rightster’s strategy. 
Relationship with shareholders
Primary responsibility for effective communication with 
shareholders lies with the Chairman, but all Rightster’s Directors 
are available to meet with shareholders throughout the year. The 
Chief Executive Officer and Chief Financial Officer have been 
active in meeting with and preparing presentations for analysts 
and institutional investors. Rightster endeavours to answer all 
queries raised by shareholders promptly.
Rightster’s largest shareholder is Invesco Asset Management 
Limited (‘Invesco’) which, as at the date of this report, held circa 
28.5% of Rightster’s issued share capital. Rightster, Invesco and 
Cenkos Securities plc (in its capacity as nominated adviser to 
Rightster for the purposes of the AIM Rules) have entered into a 
relationship agreement, to regulate their continuing relationship 
and ensure that any transactions between them are on arm’s 
length terms and on a normal commercial basis. 
Investor relations (IR) and communications
Rightster’s Chief Executive Officer, Chief Financial Officer and 
members of Rightster’s IR team have attended a number of 
industry conferences and regularly meet or are in contact with 
existing and potential institutional investors. Rightster’s IR team 
provides regular reports to the Board on related matters, issues 
of concern to investors, and analyst’s views and opinions.
Whenever required, the Executive Directors and the Chairman 
communicate with Rightster’s brokers to confirm shareholder 
sentiment and to consult on particular governance issues.
 
In the period since Rightster’s admission to AIM, three regulatory 
announcements have been released informing the market of the 
results of Rightster’s first day of trading on AIM, new content 
deals in sports, news and celebrity entertainment, and providing a 
trading update. Copies of these announcements, together with 
other IR information and documents, are available on Rightster’s 
website www.rightster.com.
 
Summary
In presenting this report, and having monitored, reviewed or 
approved all shareholder communications since the date of 
Rightster’s admission to AIM, the Board is confident that it 
has presented a balanced and understandable assessment of 
Rightster’s position and prospects.
On behalf of the Board
Gerard Cranley
Company Secretary
6 May 2015
Statement on Corporate Governance 
continued 33 Rightster Group plc Annual Report & Accounts 2014  
Directors’ Remuneration Report
The Remuneration Committee considers and evaluates 
remuneration arrangements for senior managers and other key 
employees and makes recommendations to the Board. The 
purpose is to support the strategic aims of the business and 
shareholder interest, by enabling the recruitment, motivation  
and retention of key employees while complying with the 
requirements of regulatory and governance bodies.
 
The Committee’s report, which is unaudited, except where 
indicated, is set out below.
 
The Committee
The Committee held three meetings during the year, chaired by  
Mark Lieberman, a member of the Committee. The members of 
the Committee have no personal interest in the outcome of their 
decisions and give due regard to the interests of shareholders and 
to the continuing financial and commercial health of the business.
 
Remuneration policy
The policy of the Board is to attract, retain and motivate the best 
managers by rewarding them with competitive compensation 
packages linked to the Group’s financial and strategic objectives. 
The components of remuneration for Executive Directors 
currently comprise base salary, other fees, benefits, bonus and 
participation in the Group’s Share Plan.
 
Base salary
The Group aims to provide salaries which are fair and reasonable in 
comparison with companies of a similar size, industry, complexity 
and international scope. When making salary determinations, the 
Committee takes into account not only competitive performance 
but also each executive’s individual performance and overall 
contribution to the business during the year.
 
Annual bonus
Bonuses are currently based on performance against the Group’s 
strategic and financial objectives and provides for an on-target 
bonus opportunity subject to the achievement of financial 
performance targets.
 
Service contracts
Charles Muirhead
Charles Muirhead entered into a service agreement with the 
Company on 11 November 2014. The terms of the agreement 
provide for, amongst other things: (i) salary of £180,000 per 
annum, payable in monthly instalments in arrears (such salary to 
be reviewed annually); (ii) termination upon 12 months’ written 
notice by the Company; and (iii) surrender by Charles Muirhead of 
certain rights to intellectual property created or developed by 
Charles Muirhead whilst an employee of the Company. Charles 
Muirhead is also entitled to: (a) a bonus on a sliding scale of up to a 
maximum of 50 per cent of his base salary, upon achieving certain 
targets in respect of, inter alia, revenue, operating pro fit and total 
operating costs; and (b) a bonus up to a maximum of 50 per cent  
of his base salary if and to the extent that the Remuneration 
Committee (in its absolute discretion) agrees that the 
Shareholders’ position has been materially improved by actions 
conducted. Charles Muirhead is also subject to certain restrictive 
covenants, which, among other things prevent him from using or 
disclosing confidential information otherwise than in the proper 
course of employment, soliciting or inducing any customers or 
suppliers of the Company, persuading or attempting to persuade 
any employee to terminate their employment with any member of 
the Group or being engaged, concerned or interested in any 
business which is in competition with the Group.
Charl de Beer
Charl de Beer entered into a service agreement with the Company 
on 11 November 2014. The terms of the agreement provide for, 
amongst other things: (i) salary of £150,000 per annum, payable  
in monthly instalments in arrears (such salary to be reviewed 
annually); (ii) termination upon six months’ written notice by the 
Company; and (iii) surrender by Charl de Beer of certain rights to 
intellectual property created or developed by Charl de Beer whilst 
an employee of the Company. Charl de Beer was also entitled to a 
bonus on a sliding scale of up to a maximum of 60 per cent of his 
base salary, upon achieving certain targets in respect of, inter alia, 
net revenue, operating profit and total operating costs. Charl de 
Beer was also subject to certain restrictive covenants, which, 
among other things prevent him from using or disclosing 
confidential information otherwise than in the proper course  
of employment, soliciting or inducing any customers or suppliers 
of the Company, persuading or attempting to persuade any 
employee to terminate their employment with any member of the 
Group or being engaged, concerned or interested in any business 
which is in competition with the Group. 
Non-Executive Director Appointment Letter
Each Non-Executive Director has entered into a letter of 
appointment with the Company on substantially the same terms. 
Non-Executive Directors are paid fees and the Company shall 
reimburse their reasonable, authorised and properly documented 
expenses that are incurred in the performance of their duties. The 
initial term of appointment is four years, unless terminated earlier 
by either the Company or the Non-Executive Director giving  
the other one month’s prior written notice. The Non-Executive 
Director may be removed as a Director at any time in accordance 
with the New Articles or the Companies Act (for example, by a 
valid resolution of the shareholders). The Company may terminate 
the appointment immediately in certain circumstances, such as if a 
material breach of obligations is committed by the Non-Executive 
Director. Mark Lieberman and David Mathewson have each been 
granted share options in the Company, as set out below.
 
Audited information
Salary 
£
Bonus 
£
Aggregate 
Emoluments 
£
C S Muirhead 205,000 100,000 305,000
C A de Beer 128,000 50,000 178,000 Rightster Group plc Annual Report & Accounts 2014 34
Corporate Governance
Non-Executive Directors
The Non-Executive Directors serve under contracts, and have received fees in 2014, as detailed in the table below:
Fees 
£
Bonus 
£
Aggregate 
Emoluments 
£
Vesuvius Limited (J Barnett appointed as nominee) 35,000 – 35,000
M Lieberman 80,000 – 80,000
D Mathewson 104,833 – 104,833
Sports Investment Partners LLP (M Broughton appointed as nominee) 112,500 – 112,500
Share options
Under the Group’s share option scheme, executives may be awarded shares. The vesting of the award is over four years from the date 
of grant.
The Remuneration Committee granted shares to the Board of Directors during the year. The interests of the Executive Directors in 
Ordinary Shares subject to awards under this plan as at 31 December 2014 were as follows:
Granted 
during the year
Exercised 
during the year
Lapsed in 
the year
Outstanding as 
at 31 December 
2014 Exercise prices Vesting dates
C S Muirhead – – – 4,000,000 £0.90–£1.80 Nov 2014–2017
C A de Beer – – 349,167 410,833 £0.05–£0.075 Dec 2014
The interests of the Non-Executive Directors in Ordinary Shares subject to awards under this plan as at 31 December 2014, were as follows:
Granted 
during the year
Exercised 
during the year
Lapsed in 
the year
Outstanding as 
at 31 December 
2014 Exercise prices Vesting dates
J A Barnett – – – – – –
M Lieberman 370,000 – – 690,000 £0.075–£0.54 Apr 2014–2018
D Mathewson 96,000 – – 396,000 £0.32–£0.6 Nov 2014–2018
M Broughton – – – – – Nov 2014–2018
In addition to the above, during 2013 2,326,031 warrants were issued to Sports Investment Partners LLP a partnership in which 
M Broughton is a member with a further 43,860 issued during the year to 31 December 2014. The warrants were issued at an exercise 
price of 60p and vest on 12 November 2017.
 
Directors’ interests
The interests of the Directors in the issued Ordinary Shares as at the date of this document are as follows:
Number of 
Ordinary shares
C S Muirhead 7,110,666
Other transactions that occurred with Directors during the year are detailed in note 28 to the financial statements under Related Party 
Transactions.
Mark Lieberman
Chairman of the Remuneration Committee
6 May 2015
Directors’ Remuneration Report 
continued 35 Rightster Group plc Annual Report & Accounts 2014  
Independent Auditor’s Report to the Members of  
Rightster Group plc
For the year ended 31 December 2014
We have audited the Group financial statements of Rightster 
Group plc for the year ended 31 December 2014 which comprise 
the consolidated income statement and consolidated statement 
of comprehensive income, consolidated statement of financial 
position, consolidated statement of cash flow, consolidated 
statement of changes in equity and the related notes. The 
financial reporting framework that has been applied in their 
preparation is applicable law and International Financial Reporting 
Standards (IFRSs) as adopted by the European Union.
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 auditor
As explained more fully in the Statement of Directors’ 
Responsibilities set out on page 30, the Directors are responsible 
for the preparation of the Group 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 Group 
financial statements in accordance with applicable law and 
International Standards on Auditing (UK and Ireland). Those 
standards require us to comply with the Auditing Practices  
Board’s (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is 
provided on the Financial Reporting Council’s website at  
www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements
In our opinion the Group financial statements:
• give a true and fair view of the state of the Group’s affairs as  
at 31 December 2014 and of its loss for the year then ended;
• have been properly prepared in accordance with IFRSs as 
adopted by the European Union; and
• have been prepared in accordance with the requirements of 
the Companies Act 2006.
Opinion on other matter 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 Group 
financial statements are prepared is consistent with the Group 
financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, 
in our opinion:
• 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.
Other matter
We have reported separately on the parent company financial 
statements of Rightster Group plc for the year ended 31 
December 2014.
Mark Henshaw
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
6 May 2015 Financial Statements
Rightster Group plc Annual Report & Accounts 2014 36
Consolidated Income Statement and  
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2014
Note
31 December 
2014 
£
31 December 
2013
£
Total revenues including commission share 13,876,508 8,533,394
Less commission share (5,172,100) (2,369,842)
Revenue 8,704,408 6,163,552
Cost of sales (4,777,729) (5,529,929)
Gross profit 3,926,679 633,623
Research and development expenses (1,015,387) (4,314,342)
Administration expenses (18,605,816) (13,665,038)
Share of result in associates 807 27,191
Restructuring costs (554,261) –
Operating loss 7 (16,247,978) (17,318,566)
Exceptional items 8 (991,688) (492,618)
Finance income 29,292 1,464
Finance costs 9 (1,558,572) (1,537,900)
Loss before tax 7 (18,768,946) (19,347,620)
Analysed as
Operating loss before tax adjusted for exceptional items and non-cash charges (12,452,841) (16,153,483)
Restructuring costs (554,261) –
Exceptional items (991,688) (492,618)
Equity settled share-based payments (1,272,002) (560,587)
EBITDA (15,270,792) (17,206,688)
Finance costs (1,558,572) (1,537,900)
Finance income 29,292 1,464
Depreciation (306,212) (244,019)
Amortisation (1,662,662) (360,477)
Loss before tax (18,768,946) (19,347,620)
Income tax credit/(expense) 10 723,874 (42,314)
Loss attributable to equity holders of the parent (18,045,072) (19,389,934)
Statement of Comprehensive Income
Loss for the year (18,045,072) (19,389,934)
Items that may be reclassified subsequently to profit or loss
Exchange loss on translation of foreign subsidiaries (123,861) (26,508)
Total comprehensive loss for the year/period attributable to owners of the parent (18,168,933) (19,416,442)
Loss per share (basic and diluted)
Basic and diluted loss per ordinary share (pence) 11 12.1p 34.4p
All transactions arise from continuing operations. 37 Rightster Group plc Annual Report & Accounts 2014  
Consolidated Statement of Financial Position
For the year ended 31 December 2014
Note
31 December 
2014 
£
31 December 
2013
£
Non-current assets
Intangible assets 13 56,538,210 2,666,844
Property, plant and equipment 14 340,201 436,798
Investments accounted for using the equity method 15 – 45,154
Deferred tax asset 16 103,863 29,097
56,982,274 3,177,893
Current assets
Trade and other receivables 17 7,117,330 2,172,246
Cash and cash equivalents 8,458,247 12,719,074
15,575,577 14,891,320
Current liabilities
Trade and other payables 18 (8,744,964) (4,709,903)
Deferred consideration 15 (22,163,229) –
Borrowings and other financial liabilities 19 – (229,559)
Reorganisation provision (214,047) –
(31,122,240) (4,939,462)
Non-current Liabilities
Deferred tax 16 (3,726,524) (107,164)
Net Assets 37,709,087 13,022,587
Equity
Share capital 20 193,714 116,372
Share premium 22 64,470,509 23,563,470
Deferred share capital 21 – 6,660,000
Capital redemption reserve 22 6,660,000 –
Merger reserve 22 (24,059,625) (24,059,625)
Merger relief reserve 22 41,009,443 40,410,393
Retained deficit (50,414,585) (33,641,515)
Translation reserve (150,369) (26,508)
Total equity 37,709,087 13,022,587
The financial statements on pages 36 to 71 were authorised for issue by the Board of Directors on 6 May 2015 and were signed on its 
behalf by:
Patrick Walker
Director Financial Statements
Rightster Group plc Annual Report & Accounts 2014 38
Year ended 
31 December 
2014 
£
Year ended 
31 December 
2013 
£
Operating activities
Loss before tax (18,768,946) (19,347,620)
Adjustments:
Depreciation and amortisation 1,968,874 604,496
Finance income (29,292) –
Finance costs 1,558,572 1,651,916
Share-based payment charges 1,272,002 560,587
Share of profit from associates 807 (27,191)
Profit arising on deemed disposal of associate (743,736) –
Deferred consideration classified as remuneration 362,938 –
(Increase)/Decrease in trade and other receivables (2,293,602) 978,896
Increase/(Decrease) in trade and other payables 479,794 (427,931)
Movement in provisions 214,047 –
Tax paid (38,477) –
Cash outflow from operating activities (16,017,019) (16,006,847)
Investing activities
Purchase of property plant and equipment (89,685) (57,411)
Purchase of intangible assets (3,125,254) (265,382)
Payment of deferred consideration (152,665) –
Purchase of subsidiary undertakings (26,947,312) (224,378)
Cash acquired with subsidiary undertakings 1,165,363 –
Loans to associates 100,000 (100,000)
Interest received 29,292 –
Cash outflow from investing activities (29,020,261) (647,171)
Cash flows from financing activities
Interest paid (8,218) (28,450)
Issue of share capital 42,083,168 20,499,998
Share issue costs (1,099,737) (1,789,837)
Loan finance raised – 11,799,136
Repayment of loan notes – (2,549,899)
Net cash inflow from financing 40,975,213 27,930,948
Net change in cash and cash equivalents (4,062,067) 11,276,930
Movement in net cash
Cash 12,719,074 1,212,585
Bank overdraft (229,559) –
Cash and cash equivalents, beginning of period 12,489,515 1,212,585
(Decrease)/increase in cash and cash equivalents (4,062,067) 11,276,930
Movement in foreign exchange 30,799 –
Cash and cash equivalents, end of period 8,458,247 12,489,515
Cash 8,458,247 12,719,074
Bank overdraft – (229,559)
Cash and cash equivalents, end of period 8,458,247 12,489,515
Consolidated Statement of Cash Flow
For the year ended 31 December 2014 39 Rightster Group plc Annual Report & Accounts 2014  
Share 
capital 
£
Share 
premium 
£
Deferred
 share capital 
£
Capital 
redemption 
reserve 
£ 
Merger 
reserve 
£ 
Merger 
relief reserve 
£ 
Translation 
reserve 
£
Retained 
earnings 
£
Total 
equity 
£
At 31 December 
2012 3,353 8,256,230 – – – – – (15,010,642) (6,751,059)
Shares issued  
during the year 113,019 17,097,077 6,660,000 – – – – – 23,870,096
Reserve arising  
on Merger – – – – (24,059,625) 40,410,393 – – 16,350,768
Share issue costs – (1,789,837) – – – – – – (1,789,837)
Equity settled share 
based payments – – – – – – 560,587 560,587
Conversion of 
embedded 
derivatives – – – – – – 198,474 198,474
Transactions  
with owners 113,019 15,307,240 6,660,000 – (24,059,625) 40,410,393 – 759,061 39,190,088
Other 
Comprehensive 
income
Loss and total 
comprehensive 
income for the 
period – – – – – – (26,508) (19,389,934) (19,416,442)
At 31 December 
2013 116,372 23,563,470 6,660,000 – (24,059,625) 40,410,393 (26,508) (33,641,515) 13,022,587
Shares issued  
during the year 77,342 42,006,776 – – – 599,050 – – 42,683,168
Share issue costs – (1,099,737) – – – – – – (1,099,737)
Equity settled share 
based payments – – – – – – – 1,272,002 1,272,002
Repurchased  
during the year – – (6,660,000) 6,660,000 – – – – –
Transactions with 
owners 77,342 40,907,039 (6,660,000) 6,660,000 – 599,050 – 1,272,002 42,855,433
Other 
Comprehensive 
income
Loss and total 
comprehensive 
income for the 
period – – – – – – (123,861) (18,045,072) (18,168,933)
At 31 December 
2014 193,714 64,470,509 – 6,660,000 (24,059,625) 41,009,443 (150,369) (50,414,585) 37,709,087
Consolidated Statement of Changes in Equity
For the year ended 31 December 2014 Financial Statements
Rightster Group plc Annual Report & Accounts 2014 40
Notes to the Financial Statements
For the year ended 31 December 2014
1 Rightster Limited
Rightster Group plc (the Company) was incorporated in England and Wales on 30 October 2013 under the Companies Act 2006 
(registration number 08754680) and its registered address is 3rd Floor, 1 Neal Street, London, WC2H 9QL. On 12 November 2013 the 
Company entered into share exchange agreements to acquire 100% of the issued share capital of Rightster Limited, a company 
incorporated in England and Wales on 16 May 2011 and registered at the same address. On 12 November 2013 the Company was 
admitted to the Alternative Investment Market (AIM) where its ordinary shares are traded.
The consolidated financial statements of the Group for the year ended 31 December 2014 comprise the Company and its subsidiaries 
(together referred to as the Group). The Group provides an online video distribution and marketing network, providing rights holders, 
online publishers and advertisers with the tools and expertise required to engage audiences and optimise digital revenues. The Group’s 
business activities, together with the factors likely to affect its future development, performance and position are set out in the 
Chairman’s Report on pages 8 and 9, in addition, note 26 to the financial statements includes the Group’s objectives, policies and 
processes for managing its capital; its financial risk management objectives; details of its financial instruments and its exposure to credit 
risk and liquidity risk.
2 Basis of preparation
2.1 Going concern
The financial statements have been prepared on a going concern basis, which assumes that the Group will be able to meet its liabilities  
as they fall due for the foreseeable future. The Group is dependent for its working capital requirements on cash generated from 
operations, cash holdings and from equity markets. The cash holdings of the Group at 31 December 2014 were £8,458,247.
The Group made a loss of £18,045,072 for the year ended 31 December 2014 (2013: £19,389,934). These loses are consistent with the 
financial profile of an early stage technology company as the Group continues to invest in the growth of the business and the 
development of its software platform.
The Directors have prepared detailed cash flow projections (the Projections) which are based on their current expectations of trading 
prospects. The forecasts have been prepared over a period of five years. In order to fund the existing growth plans and working capital 
requirement the Group required additional financing to meet its obligations. The Directors have approached existing shareholders and 
have received funding commitment of £5 million on 6 May 2015. Accordingly, the Directors have concluded that it is appropriate to 
continue to adopt the going concern basis in preparing these financial statements.
2.2 Basis of consolidation
The consolidated financial statements consolidate the financial statements of Rightster Group plc and all its subsidiary undertakings  
up to 31 December 2014, with comparative information presented for the year ended 31 December 2013. No profit and loss account is 
presented for Rightster Group plc as permitted by section 408 of the Companies Act 2006.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective 
date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial 
statements of subsidiaries to bring the accounting policies used into line with those used by the Group.
All intra-Group transactions, balances, income and expenses are eliminated on consolidation.
Entities other than subsidiaries or joint ventures, in which the Group has a participating interest and over whose operating and financial 
policies the Group exercises significant influence, are treated as associates. The results of associate undertakings are consolidated under 
the equity method of accounting. The Group applies uniform accounting policies and any profits or losses arising on intra-Group 
transactions have been eliminated.
Group reconstruction
The merger method of accounting was used to consolidate the results of Rightster Limited because the transaction was a Group 
reconstruction with no changes in the ultimate ownership of the Company and shareholdings transferred via a share for share transfer. 
The legal parent company did not actively trade at the time. The merger of the two companies took place on 12 November 2013. Under 
merger accounting the shares issued were recorded in the consolidated balance sheet at the nominal value of the shares issued plus the 
fair value of any additional consideration. The difference between the nominal value of the shares issued and the nominal value of the 
shares acquired, if any, is taken to a merger reserve in the Group accounts. The assets and liabilities of the subsidiary are consolidated at 
book value. In the Group accounts Rightster Limited is treated as if it had always been a member of the Group and therefore comparative 
information is provided for the Group from the date the subsidiary was formed. 41 Rightster Group plc Annual Report & Accounts 2014  
2 Basis of preparation continued
2.3 Adoption of new and revised standards
New and amended standards issued in the year have not had a significant impact on the financial statements. At the date of 
authorisation of these financial statements, certain new standards, amendments and interpretations to existing standards have been 
published by the IASB but are not yet effective, and have not been adopted early by the Group. Management anticipates that all of the 
relevant pronouncements will be adopted in the Group’s accounting policies for the first period beginning after the effective date of  
the pronouncement. Information on new standards, amendments and interpretations that are expected to be relevant to the Group’s 
financial statements is provided below. Certain other new standards and interpretations have been issued but are not expected to have 
a material impact on the Group’s financial statements.
• Annual Improvements to IFRSs 2010–2012 Cycle (IASB effective date generally 1 July 2014).
• Annual Improvements to IFRSs 2011–2013 Cycle (IASB effective date 1 July 2014).
3 Statement of compliance
The financial statements have been prepared in accordance with the accounting policies and presentation required by International 
Financial Reporting Standards (IFRS), and International Financial Reporting Interpretations Committee (IFRIC) Interpretations as 
endorsed by the European Union. They are presented in Pounds Sterling. The financial statements have also been prepared in 
accordance with those parts of the Companies Act 2006 that are relevant to companies that prepare financial statements in accordance 
with IFRS.
4 Summary of accounting policies
The Company’s presentation and functional currency is £ (Sterling).
4.1 Basis of consolidation
The Group financial statements consolidate those of the parent company and all of its subsidiary undertakings drawn up to 31 December 
2014. Subsidiaries are all entities over which the Group has the power to control the financial and operating policies and is exposed to  
or has rights over variable returns from its involvements with the investee and has the power to affect returns. Rightster Group plc 
obtains and exercises control through more than half of the voting rights for all its subsidiaries. All subsidiaries have a reporting date  
of 31 December and are consolidated from the acquisition date, which is the date from which control passes to Rightster Group plc.
Unrealised gains and losses on transactions between Group companies are eliminated. Where recognised losses on intra-Group asset 
sales are reversed on consolidation, the underlying asset is also tested for impairment from a Group perspective. Amounts reported in 
the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted 
by the Group.
Business combinations are dealt with by the acquisition method. The acquisition method involves the recognition at fair value of all 
identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of whether or not 
they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the assets and liabilities  
of the subsidiary are included in the consolidated statement of financial position at their fair values, which are also used as the basis  
for subsequent measurement in accordance with the Group accounting policies. Goodwill is stated after separating out identifiable 
intangible assets. Goodwill represents the excess of acquisition cost over the fair value of the Group’s share of the identifiable net assets 
of the acquired subsidiary at the date of acquisition.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective 
date of acquisition, or up to the effective date of disposal, as applicable.
4.2 Investments in associates
Associates are those entities over which the Group is able to exert significant influence. Investments in associates are initially recognised 
at cost and subsequently accounted for using the equity method.
All subsequent changes to the Group’s share of interest in the equity of the associate are recognised in the carrying amount of the 
investment. Changes resulting from the profit or loss generated by the associate are reported within ‘Share of results in associates’  
in profit or loss. These changes include subsequent depreciation, amortisation, impairment or fair value adjustments of assets  
and liabilities.
Changes resulting from other comprehensive income of the associate or items recognised directly in the associate’s equity are 
recognised in other comprehensive income or equity of the Group, as applicable. However, when the Group’s share of losses in an 
associate equals or exceeds its interest in the associate, including any unsecured receivables, the Group does not recognise further 
losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate. If the associate subsequently 
reports profits, the investor resumes recognising its share of those profits only after its share of the profits exceeds the accumulated 
share of losses that has previously not been recognised. Financial Statements
Rightster Group plc Annual Report & Accounts 2014 42
Notes to the Financial Statements continued
For the year ended 31 December 2014
4 Summary of accounting policies continued
Unrealised gains and losses on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in 
those entities. Where unrealised losses are eliminated, the underlying asset is also tested for impairment losses from a Group perspective.
Amounts reported in the financial statements of associates have been adjusted where necessary to ensure consistency with the 
accounting policies of the Group.
4.3 Revenue
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services 
provided in the normal course of business, net of discounts and sales related taxes.
Revenue is recognised when the amount of revenue can be measured reliably, it is probable that the economic benefits associated with 
the transaction will flow to the entity, the costs incurred or to be incurred can be measured reliably, and when the criteria for each of the 
Group’s different activities has been met.
Gross versus Net Revenue Recognition
The Group’s primary market offering is a network or exchange whereby owners and licensors of video rights (Rights Holder/Content 
Owner) monetise these rights by loading the videos onto the network and allowing Publishers, through access to the network, to embed 
the video in their websites. The ultimate source of revenue is from a third party, either an advertiser (Media Agency or Brand) or the 
consumer themselves who pay a subscription fee for access to the video.
Rightster’s fee is a revenue share in the transaction, which is either a share of the gross receipts or a share of the net amount accruing to 
the Rights Holder (in this instance, Publishers fees are taken off first). The Publisher fee is set by the Rights Holder, either by way of a 
maximum percentage payable, or by the setting of a fixed percentage payable. In the former case, where the Publisher agrees a lower 
fee, the benefit of this lower fee is passed on to the Rights Holder i.e. Rightster does not retain the full value of the lower fee but passes 
the value to the Rights Holder.
Save for the instances, detailed below, where the Company agrees a minimum fee to the Rights Holder, the Company does not guarantee a 
level of revenue that will be generated by the Rights Holder. In addition it does not modify or alter the video received from the Rights 
Holder other than what is required for the fulfilment of the contractual obligations agreed with the customer (such as encoding).
In the normal course of business, the Company therefore acts as an agent in executing transactions between these third parties.
In connection with these arrangements, the Company must determine whether to report revenue based on the gross amount billed to 
the ultimate customer or on the net amount received from the customer after commissions and other payments to third parties. To the 
extent revenues are recorded on a gross basis, any commissions or other payments to third parties are recorded as expense so that the 
net amount (gross revenues less expense) is reflected in Operating Profit. Accordingly, the impact on Operating Profit is the same 
whether the Company records revenue on a gross or net basis.
The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company is 
acting as the principal or an agent in the transaction. If the Company is acting as a principal in a transaction, the Company reports 
revenue on a gross basis. If the Company is acting as an agent in a transaction, the Company reports revenue on a net basis. The 
determination of whether the Company is acting as a principal or an agent in a transaction involves judgement and is based on an 
evaluation of the terms of an arrangement.
The Company serves as the principal in transactions in which it has substantial risks and rewards of ownership. In the context of 
Rightster’s business we take this to be where we have agreed a ‘buy out’ of content which means the Company acts as the principal and 
pays a fixed fee to the Rights Holder but then retains all revenues associated with the monetisation of the rights. Both risk and reward 
are hence taken on by Rightster.
The Company may also agree a Revenue Advance or a Minimum Revenue Guarantee (MRG), coupled in both cases with a revenue share. 
A deal would only be agreed where the revenues forecast from the deal are likely to be in excess of the Advance or MRG. In this case the 
rewards do not wholly accrue to Rightster as the customer would also receive higher revenue in excess of the Advance or MRG if 
achieved. We account for these deals as an agent.
For contracts where an agent relationship exists, the aggregate revenue received by the Group is presented as Total revenues including 
commission share. The net revenue, which is presented as Revenue, represents Total revenues including commission share less revenue 
shares payable to Publishers and Content Owners. 43 Rightster Group plc Annual Report & Accounts 2014  
4 Summary of accounting policies continued
Revenue share
Revenue share agreements are in place on contracts with Publishers and Content Owners. For these contracts, revenue is recognised in 
line with services performed under the respective contracts and over the period over which the services are performed. The Gross revenues 
are received by the Company and represent Total revenues including commission share. The revenue share payable to the Publishers and 
Content Owners is recognised as a deduction to Total revenues including commission share in order to derive net revenue.
Licence fees
Licence fees are recognised over the period of the licensing agreement in line with the work performed on the contract.
The licensing of viral video content is recognised when an agreement has been reached with the customer for use of the clip and the clip 
has been made available to the customer.
Usage fees
Usage fees are chargeable to clients in accordance with the services consumed or accessed over a given period. Services include the 
provision of bandwidth, storage and Ad server fees. Revenue is recognised when the services are provided, based on contracted rates.
Professional services
A range of professional services are provided to clients including YouTube channel management and live streaming services. Revenue is 
recognised when the Company has performed the obligations necessary under the contract to fulfil those contractual obligations.
Direct to consumer (Subscription)
Services or content are provided direct to the consumer. For these contracts, revenue is recognised over the subscription period. Where 
the subscription period is a month or a week, the full subscription fee received is recognised in the month of receipt. For subscriptions 
longer than a month, revenue is recognised evenly over the subscription period.
Theatrical
Theatrical revenue relates to the placement and distribution of theatrical trailers in the film industry. Revenue is recognised when 
delivery is made and the risk has passed to the buyer.
4.4 Interest and dividend income
Interest income and expenses are reported on an accrual basis using the effective interest method. Dividend income, other than from 
investments in associates, is recognised at the time the right to receive payment is established.
4.5 Foreign currency translation
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities in 
foreign currencies are translated at the rates of exchange ruling at the balance sheet date. Non-monetary items that are measured at 
historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Non-monetary items that are 
measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.
Any exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at 
which they were initially recorded are recognised in the profit or loss in the period in which they arise.
The assets and liabilities in the financial statements of foreign subsidiaries and related goodwill are translated at the rate of exchange 
ruling at the balance sheet date. Income and expenses are translated at the actual rate on the date of transaction. The exchange 
differences arising from the retranslation of the opening net investment in subsidiaries and on income and expenses during the year are 
recognised in other comprehensive income and taken to the ‘translation reserve’ in equity. On disposal of a foreign operation the 
cumulative translation differences (including, if applicable, gains and losses on related hedges) are transferred to the income statement 
as part of the gain or loss on disposal.
4.6 Segment reporting
IFRS 8 requires operating segments to be identified on the same basis as is used internally for the review of performance and allocation 
of resources by the Group Chief Executive (chief operating decision maker – CODM).
The Board has reviewed the Group and all revenues are functional activities of monetising content online and these activities take place 
on an integrated basis. The senior executive team review the financial information on an integrated basis for the Group as a whole, with 
respective heads of business who are geographically located and in accordance with IFRS 8, the Company will be providing only a 
geographical split as it considers that all activities fall within one segment of business which is monetising content online.
Segmental information is presented in accordance with IFRS 8 for all periods presented. Financial Statements
Rightster Group plc Annual Report & Accounts 2014 44
Notes to the Financial Statements continued
For the year ended 31 December 2014
4 Summary of accounting policies continued
4.7 Leasing
Rentals payable under operating leases are charged to the income statement on a straight-line basis over the term of the relevant lease. 
Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term.
4.8 Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment. Depreciation is calculated to 
write down the cost less estimated residual value of all property, plant and equipment by equal annual instalments over their expected 
useful lives less estimated residual values, using the straight line method. The rates generally applicable are:
Fixtures & Fittings  3 years straight line basis
Computer equipment 3 years straight line basis
The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference 
between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
The assets’ residual value and useful lives are reviewed, and adjusted if required, at each balance sheet date. The carrying amount of an 
asset is written down immediately to its recoverable amount if the carrying amount is greater than its estimated recoverable amount.
4.9 Impairment of property, plant and equipment
At each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment to determine whether there is 
any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is 
estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount 
of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash 
flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of 
money and the risks specific to the asset.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of 
the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised 
estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have 
been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment 
loss is recognised immediately in profit or loss.
4.10 Intangible assets
An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognised to the extent that it is 
probable that the expected future economic benefits attributable to the asset will flow to the Group and that its cost can be measured 
reliably. The asset is deemed to be identifiable when it is separable or when it arises from contractual or other legal rights.
Intangible assets acquired as part of a business combination, are shown at fair value at the date of the acquisition less accumulated 
amortisation. Amortisation is charged on a straight line basis through the profit or loss. The rates applicable, which represent the 
Directors’ best estimate of the useful economic life, are:
• Customer relationships – 5–10 years
• Technology – 1–5 years
• Brand – 3 years
• Software – 3 years
4.11 Impairment of intangible assets
At each balance sheet date, the Group reviews the carrying amounts of its intangible assets and goodwill to determine whether there is 
any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is 
estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount 
of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash 
flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of 
money and the risks specific to the asset. 45 Rightster Group plc Annual Report & Accounts 2014  
4 Summary of accounting policies continued
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of 
the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
Goodwill
Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. 
Identifiable intangibles are those which can be sold separately or which arise from legal rights regardless of whether those rights  
are separable.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to the cash-generating units that are expected 
to benefit from the synergies of the combination and is not amortised but tested annually for impairment. Impairment losses in respect 
of goodwill cannot be subsequently reversed.
4.12 Development costs
Expenditure on the research phase of an internal project is recognised as an expense in the period in which it is incurred. Development 
costs incurred on specific projects are capitalised when all the following conditions are satisfied:
• completion of the asset is technically feasible so that it will be available for use or sale;
• the Group intends to complete the asset and use or sell it;
• the Group has the ability to use or sell the asset and the asset will generate probable future economic benefits (over and above cost);
• there are adequate technical, financial and other resources to complete the development and to use or sell the asset; and
• the expenditure attributable to the asset during its development can be measured reliably.
Development costs not meeting the criteria for capitalisation are expensed as incurred. The cost of an internally generated asset 
comprises all directly attributable costs necessary to create, produce and prepare the asset to be capable of operating in the manner 
intended by management. Directly attributable costs include employee (other than Director) costs incurred along with third-party costs.
Judgement by the Directors is applied when deciding whether the recognition requirements for development costs have been met. 
Judgements are based on the information available at the time when costs are incurred. In addition, all internal activities related to the 
research and development of new projects are continuously monitored by the Directors.
4.13 Taxation
Tax expenses recognised in profit or loss comprise the sum of the tax currently payable and deferred tax not recognised in other 
comprehensive income or directly in equity.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of 
comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further 
excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been 
enacted or substantively enacted by the balance sheet date.
Deferred tax
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the 
corresponding tax bases used in the computation of taxable profit, and are accounted for using the liability method. Deferred tax 
liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are generally recognised for all 
deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible 
temporary differences can be recognised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill 
or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither 
the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries except where the 
Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the 
foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only 
recognised to the extent that it is probable that there will be sufficient taxable profits against which to recognise the benefits of the 
temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable 
that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are 
measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset recognised based on tax 
rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax 
liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, 
to recover or settle the carrying amount of its assets and liabilities. Financial Statements
Rightster Group plc Annual Report & Accounts 2014 46
Notes to the Financial Statements continued
For the year ended 31 December 2014
4 Summary of accounting policies continued
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax 
liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax 
assets and liabilities on a net basis.
4.14 Financial Instruments
Financial Assets
Financial assets are recognised when the Group becomes a party to the contractual provisions of the financial instrument.
Loans and receivables
Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an active market are classified 
as ‘loans and receivables’. Loans and receivables are initially recognised at fair value and are subsequently measured using the effective 
interest method less provision for any impairment.
Financial liabilities and equity instruments
Financial liabilities and equity are classified according to the substance of the contractual arrangements entered into. An equity 
instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Other financial 
liabilities (including borrowing and trade and other payables) are initially recognised at fair value and subsequently measured at 
amortised cost using the effective interest method. 
Financial liability instruments
Deferred consideration is measured at fair value discounted using the Group’s average cost of capital.
Contingent consideration is determined using a combination of management forecasts and projections for relevant scenarios in order to 
estimate the most likely outcome for a given transaction.
Convertible loan notes denominated in currencies other than Sterling are accounted for as financial liabilities. The instruments are  
split between:
• The ‘host’ debt instrument being a non-convertible debt. The host contract is recognised at amortised cost using the effective 
interest rate.
• The embedded derivative reflecting the conversion feature, which is carried at fair value through profit or loss.
The valuation of the embedded derivatives is performed at inception of the loan and at each reporting date thereafter.
4.15 Group reconstruction
Group reconstruction accounting has been applied in accounting for the acquisition of Rightster Limited by Rightster Group plc through 
a share for share exchange on 12 November 2013. Rightster Group plc’s investment in Rightster Limited was recognised at the fair value 
of the Rightster Group plc shares issued in consideration on 12 November 2013. On consolidation the difference between the carrying 
value of Rightster Group plc’s investment and the carrying value of Rightster Limited’s share capital has been recorded in a merger reserve.
4.16 Equity, reserves and dividend payments
Share capital represents the nominal value of shares that have been issued.
Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are 
deducted from share premium, net of any related income tax benefits.
Retained earnings include all current and prior period retained profits or losses. It also includes charges related to share-based employee 
remuneration.
Translation reserve – this represents the differences arising from translation of investments in overseas subsidiaries.
Merger reserve – where group reconstruction accounting is applied the difference between the cost of investment and the nominal 
value of the share capital acquired is recognised in a merger reserve.
Merger relief reserve – where the following conditions are met any excess consideration received over the nominal value of the shares 
issued is recognised in the merger relief reserve:
• the consideration for shares in another company includes issued shares; and
• on completion of the transaction, the company issuing the shares will have secured at least a 90% equity holding in the other company. 47 Rightster Group plc Annual Report & Accounts 2014  
4 Summary of accounting policies continued
Deferred share capital represents the nominal value of the deferred shares that have been issued.
Where the Company purchases its own equity share capital, on cancellation the nominal value of the shares cancelled is deducted from 
share capital and the amount is transferred to the capital redemption reserve.
Dividend distributions payable to equity shareholders are included in ‘other liabilities’ when the dividends have been approved in a 
general meeting prior to the reporting date.
4.17 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, together with other short-term highly liquid 
investments that are readily convertible into known amounts of cash having maturities of three months or less from inception and which 
are subject to an insignificant risk of change in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current 
liabilities on the balance sheet.
4.18 Employee benefits
The Group operates a defined contribution pension plan on behalf of its employees and amounts due are expensed as they fall due.
4.19 Share based payments
Employees (including Directors) of the Group received remuneration in the form of share-based payment transactions, whereby 
employees render services in exchange for rights over shares (‘equity-settled transactions’). The Group has applied the requirements of 
IFRS 2 share-based payments to all grants of equity instruments. The transactions have been treated as equity settled.
The cost of equity settled transactions with employees is measured by reference to the fair value at the grant date of the equity 
instrument granted. The fair value is determined by using the Black-Scholes method. The cost of equity-settled transactions are 
recognised, together with a corresponding charge to equity, over the period between the date of grant and the end of a vesting period, 
where relevant employees become fully entitled to the award. The total value of the options has been pro-rated and allocated on a 
weighted average basis.
4.20 Settlement discounts
Where discounts are negotiated for early settlement of liabilities these are recognised within the income statement.
4.21 Exceptional items
The Group separately discloses items which it determines are non-recurring exceptional items. These are non-recurring items or items 
that are material and unrelated to the principal operating activities of the Group and the normal working capital financing of the Group.
5 Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements under IFRS requires the Group to make estimates and assumptions 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. The estimates and assumptions which have a risk of causing a material adjustment to the carrying amount of 
assets and liabilities are discussed below.
5.1 Critical accounting judgements
Impairment of goodwill
The Group is required to test, at least annually, whether goodwill has suffered any impairment. The recoverable amount is determined 
based on value in use calculations. The use of this method requires the estimation of future cash flows attributable to the acquired 
cash-generating unit and the choice of a suitable discount rate in order to calculate the present value of these cash flows. Actual 
outcomes could vary.
Intangible assets and impairment
The Group recognises the intangible assets acquired as part of business combinations at fair value at the date of acquisition. The 
determination of these fair values is determined by experts engaged by management and based upon management’s and the Directors’ 
judgement and includes assumptions on the timing and amount of future incremental cash flows generated by the assets and selection 
of an appropriate discount rate. Furthermore management must estimate the expected useful lives of intangible assets and charge 
amortisation on these assets accordingly.
Deferred taxation
Deferred tax assets and liabilities have been recognised which are contingent and dependent upon future trading performance. Financial Statements
Rightster Group plc Annual Report & Accounts 2014 48
Notes to the Financial Statements continued
For the year ended 31 December 2014
5 Critical accounting judgements and key sources of estimation uncertainty continued
Development costs
Development costs incurred on specific projects are capitalised when certain conditions are satisfied. Careful judgement by the 
Directors has been applied when deciding whether the recognition requirements for development costs are met. Judgements are based 
on the information available at the time of incurring the costs.
Development of Multi-Channel Network for the Arts Council England
Rightster has entered into an agreement to develop a Multi-Channel Network for the Arts Council England. The income from this 
agreement relates to channel management activities which are in line with the ordinary activities of the Company. As such, the income is 
treated as revenue under IAS18.
Treatment of revenue as agent or principal
The determination of whether the Company is acting as a principal or an agent in a transaction involves judgement and is based on an 
evaluation of the terms of an arrangement. The Company serves as the principal in transactions in which it has substantial risks and 
rewards of ownership. The difference in treatment between principal and agent will impact gross and net revenue and cost of sales.
5.2 Estimates
Derivative financial instruments
The Group is required to measure the fair value of its derivative financial instruments. The fair value is determined using the Black-
Scholes method which requires assumptions regarding exchange rate volatility, the risk free rate, share price volatility and the expected 
life of the derivative financial instrument. Exchange rate volatility is calculated using historic data over the past three years. The volatility 
of the Company’s share price has been calculated as the average of similar listed companies over the preceding periods. The risk-free 
rate used is 0.4% and management, including the Directors, have estimated the expected life of the derivative financial instrument  
as 6 months.
Base79 deferred contingent consideration
The calculation of the Base79 deferred contingent consideration requires significant estimates of both the value and the timing of the 
earnout conditions implicit in the agreement. The value of the consideration is contingent on performance criteria and staff retention 
both of which require estimation in order to quantify the consideration.
The deferred consideration also requires an estimate of the settlement date of the earnout. Changes to the settlement date can have a 
material impact on the discount charged to income statement.
6 Segment reporting
As explained in the summary of Accounting Policies, management identify only one operating segment in the business, being monetising 
content online. This single operating segment is monitored and strategic decisions are made on the basis of this segment alone.
As a result only the geographic reporting of turnover analysis has been included in this note.
No customer accounted for 10% of more of the Group’s revenues. Non-current assets held in Denmark were £284,750 at 31 December 
2014 (December 2013: £535,819) all other non-current assets were held in the United Kingdom. 49 Rightster Group plc Annual Report & Accounts 2014  
6 Segment reporting continued
Geographic reporting
Rightster has identified four geographic areas (UK, United States of America, Europe and Rest of the World) and the information is 
presented based on the customers’ location.
Year ended 
31 December 
2014 
£
Year ended 
31 December 
2013 
£
Revenue
United Kingdom & Ireland 6,613,570 4,604,059
United States of America 2,070,154 284,891
Europe 2,786,297 2,661,401
Rest of the World 2,406,487 983,043
Total Revenue 13,876,508 8,533,394
Less commission share (5,172,100) (2,369,842)
Revenue 8,704,408 6,163,552
Cost of sales (4,777,729) (5,529,929)
Gross profit 3,926,679 633,623
Administration (20,175,464) (17,979,380)
Share of result in associates 807 27,191
Operating loss (16,247,978) (17,318,566)
The Group identified three revenue streams, Advertising, Subscriptions and Theatrical. The analysis of revenue by each stream is detailed 
below.
Year ended 
31 December 
2014 
£
Year ended 
31 December 
2013 
£
Advertising 6,336,737 4,149,526
Subscriptions 1,211,846 927,435
Theatrical 1,155,825 1,086,591
8,704,408 6,163,552
7 Operating loss and loss before taxation
The operating loss and the loss before taxation are stated after:
Year ended 
31 December 
2014 
£
Year ended 
31 December 
2013 
£
Auditor’s remuneration:
– Audit services 100,000 52,500
– Tax advisory services 38,250 –
– Other services 1,500 287,454
Operating lease rentals – land and buildings 1,124,375 1,410,820
Depreciation: property, plant and equipment 306,212 244,019
Amortisation 1,662,662 360,477
Foreign exchange loss 122,463 35,401 Financial Statements
Rightster Group plc Annual Report & Accounts 2014 50
Notes to the Financial Statements continued
For the year ended 31 December 2014
8 Exceptional items
Year ended 
31 December 
2014 
£
Year ended 
31 December 
2013 
£
Acquisition costs 1,628,274 –
Aborted acquisition costs 107,150 –
IPO costs – 492,618
Profit on acquisition (see note 15) (743,736) –
991,688 492,618
9 Finance costs
Year ended 
31 December 
2014 
£
Year ended 
31 December 
2013 
£
Interest payable 8,218 –
Unwinding of discount on deferred consideration 1,550,354 –
Movement in fair value of derivatives – 51,244
Discount on early settlement of loan notes – (114,016)
Interest on shareholder loans – 1,600,672
1,558,572 1,537,900
10 Tax expense
Major components of tax (credit)/expense:
Year ended 
31 December 
2014 
£
Year ended 
31 December 
2013 
£
Current tax:
UK corporation tax at 21.5%  
(2013: 23.25%) (467,000) –
Foreign Tax
Overseas tax 86,226 128,629
Total current tax (380,774) 128,629
Deferred Tax:
Originations and reversal of temporary differences (343,100) (86,315)
Tax (credit)/charge on loss on ordinary activities (723,874) 42,314
UK corporation tax is calculated at 21.5% (2013: 23.25%) of the estimated assessable loss for the year. Taxation for other jurisdictions is 
calculated at the rates prevailing in those jurisdictions.
The charge for the year can be reconciled to the loss per the income statement as follows:
Reconciliation of effective tax rate:
Year ended 
31 December 
2014 
£
Year ended 
31 December 
2013 
£
Loss on ordinary activities before tax (18,768,946) (19,347,620)
Income tax using the Company’s domestic tax rate 21.5% (2013: 23.25%) (4,035,324) (4,498,322)
Effect of:
Expenses not deductible for tax purposes 177,638 226,114
Amortisation of intangible assets 361,629 83,810
Overseas subsidiaries taxed at different rates 86,236 37,518
Difference in capital allowances & depreciation/amortisation 13,909 14,220
Tax credit on research and development (467,000) –
Unutilised tax losses carried forward 3,139,038 4,178,974
Total (credit)/tax charge for period (723,874) 42,314 51 Rightster Group plc Annual Report & Accounts 2014  
11 Loss per share
Both the basic and diluted loss per share have been calculated using the loss after tax attributable to shareholders of Rightster Group plc 
as the numerator, i.e. no adjustments to losses were necessary in 2013 or 2014. The calculation of the basic loss per share is based on the 
loss attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year. All share options 
and warrants have been excluded when calculating the diluted EPS as they were anti-dilutive.
Year ended 
31 December 
2014 
£
Year ended 
31 December 
2013 
£
Loss for the year attributable to ordinary shareholders (18,045,072) (19,389,934)
Research and development costs charged to income 1,015,387 4,340,850
Equity settled share based payments 1,272,002 560,587
Amortisation and depreciation 1,968,874 604,496
Adjusted loss for the period attributable to the equity shareholders (13,788,809) (13,884,001)
Rightster Limited
Weighted average number of ordinary shares 149,285,293 56,425,434
Basic and diluted loss per ordinary share (pence) 12.1p 34.4p
Adjusted basic and diluted loss per ordinary share (pence) 9.2p 24.6p
The comparative weighted average number of shares for 31 December 2013 was calculated based on the weighted average number of 
Rightster Limited shares in issue prior to the share for share exchange with Rightster Group plc on 12 November 2013 and the weighted 
average number of Rightster Group plc shares in issue subsequent to this date, weighted accordingly. Adjustments have been made to 
reflect the bonus issue and share consolidation during the year such that the weighted average number of shares is expressed in a 
format consistent with the share capital of Rightster Group at the balance sheet date. The weighted average number of ordinary shares 
includes the A and B preferred shares because the rights attached to these were similar to the ordinary shares and the preferred shares 
were converted into ordinary shares during 2013.
12 Directors and employees
The average number of persons (including Directors) employed by the Group during the years were:
Year ended 
31 December 
2014 
£
Year ended 
31 December 
2013 
£
Finance and Administration 24 24
Technology and solution delivery 90 110
Sales, account management & audience development 88 59
202 193
The aggregate cost of these employees was:
Year ended 
31 December 
2014 
£
Year ended 
31 December 
2013 
£
Wages and salaries 10,347,917 9,728,897
Payroll taxes 1,082,755 932,381
Pension contributions 208,357 166,781
11,639,029 10,828,059
Directors emoluments paid during the period and included in the above figures were:
Year ended 
31 December 
2014 
£
Year ended 
31 December 
2013 
£
Emoluments 875,668 617,439 Financial Statements
Rightster Group plc Annual Report & Accounts 2014 52
Notes to the Financial Statements continued
For the year ended 31 December 2014
12 Directors and employees continued
The highest paid Director received emoluments totalling £305,000 (2013: £490,383). The amount of share based payments charge  
(see note 23) which relates to the Directors was £313,715 (2013: £35,509). Key management of the Group are the executive members of 
Rightster Group plc’s Board of Directors. Key management personnel remuneration includes the following expenses:
Year ended 
31 December 
2014 
£
Year ended 
31 December 
2013 
£
Salaries including bonuses 815,333 617,439
Social security costs 60,336 83,082
Pensions 2,760 –
Emoluments 878,429 700,521
The 31 December 2015 share based payment charge attributable to the Directors was £151,476 (2013: £32,340).
13 Intangible assets
Goodwill
£
Software 
£
Technology 
£
Brands 
£
Customer 
Relationships 
£
Total 
£
Cost
At 31 December 2012 487,374 250,000 – – – 737,374
Additions – – 265,382 – – 265,382
Acquired with subsidiary 1,378,269 – 490,962 – 405,334 2,274,565
Disposals – – – – – –
At 31 December 2013 1,865,643 250,000 756,344 – 405,334 3,277,321
Additions – – 3,125,254 – – 3,125,254
Acquired with subsidiary 33,696,767 – – 272,666 18,926,715 52,896,148
Disposals (487,374) (250,000) – – – (737,374)
At 31 December 2014 35,075,036 – 3,881,598 272,666 19,332,049 58,561,349
Amortisation
At 31 December 2012 – 250,000 – – – 250,000
Charge for the year – – 303,619 – 56,858 360,477
Disposals – – – – – –
At 31 December 2013 – 250,000 303,619 – 56,858 610,477
Charge for the year – – 730,091 38,968 893,603 1,662,662
Disposals – (250,000) – – – (250,000)
At 31 December 2014 – – 1,033,710 38,968 950,461 2,023,139
Net Book Value
At 31 December 2012 487,374 – – – – 487,374
At 31 December 2013 1,865,643 – 452,725 – 348,476 2,666,844
At 31 December 2014 35,075,036 – 2,847,888 233,698 18,381,588 56,538,210
Goodwill is not amortised, but tested annually for impairment with the recoverable amount being determined from value in use 
calculations.
As at 31 December 2014 goodwill has been assessed for impairment at the Group level as revenues are generated from a single cash-
generating unit: the monetisation of online content. This represents the lowest level at which the goodwill is monitored for internal 
management purposes.
The recoverable amount of the cash-generating unit has been determined based on value in use. Value in use has been determined 
based on future cash flows after considering current economic conditions and trends, estimated future operating results, growth rates 
and anticipated future economic conditions. 53 Rightster Group plc Annual Report & Accounts 2014  
13 Intangible assets continued
As at 31 December 2014, goodwill and other intangible assets were assessed for impairment, the estimated cash flows for a period  
of five years were developed using internal forecasts, and a pre-tax discount rate of 15%. The cash flows beyond five years have been 
extrapolated assuming zero growth rates. The key assumptions are based on new customers and forecasts, which are determined 
through a combination of management’s views, market estimates and forecasts and other sector information.
Whilst management are satisfied that the projections are reasonable and prudent, they recognise that the underlying assumptions 
require judgement and estimation to forecast future income. Key to these would be the industry and technology risk factors set out on 
page 22. Based on these sensitivities a fall in projected gross margin of 13% would give rise to an impairment of goodwill and intangibles 
of £1.18 million.
14 Property, plant and equipment
Computer 
equipment 
£
Fixtures & 
fittings 
£
Total 
£
At 31 December 2012 689,387 18,221 707,608
Additions 49,541 7,870 57,411
At 31 December 2013 738,928 26,091 765,019
Acquired with subsidiaries 98,013 21,917 119,930
Additions 63,894 25,791 89,685
At 31 December 2014 900,835 73,799 974,634
Depreciation
At 31 December 2012 81,436 2,766 84,202
Charge for the year 236,197 7,822 244,019
At 31 December 2013 317,633 10,588 328,221
Charge for the year 282,410 23,802 306,212
At 31 December 2014 600,043 34,390 634,433
Net Book Value
At 31 December 2012 607,951 15,455 623,406
At 31 December 2013 421,295 15,503 436,798
At 31 December 2014 300,792 39,409 340,201 Financial Statements
Rightster Group plc Annual Report & Accounts 2014 54
Notes to the Financial Statements continued
For the year ended 31 December 2014
15 Acquisitions
Base79 Limited
On 1 August 2014, the Company purchased 100% of the issued share capital of Base79 Limited for consideration of up to £50,000,000,  
of which £25,000,000 was paid in cash and the balance in shares based on a number of performance criteria and £197,437 was paid in 
respect of working capital. The investment has been accounted for using the acquisition method and goodwill of £31,569,470 was 
recognised on acquisition.
The details of the acquisition are as follows:
Assets & Liabilities acquired
Book Value 
£
Fair Value 
Adjustments 
£
Fair Value 
£
ASSETS
Other intangible assets – 15,594,381 15,594,381
Property, Plant & equipment 113,510 – 113,510
Trade and other receivables 1,825,903 – 1,825,903
Cash and cash equivalents 658,418 – 658,418
Trade and other payables (2,768,012) 96,124 (2,671,888)
Deferred tax liabilities – (3,118,876) (3,118,876)
Identifiable net assets acquired (170,181) 12,571,629 12,401,448
Goodwill capitalised 31,569,470
43,970,918
Cash Consideration 25,197,437
Contingent consideration* 18,773,481
43,970,918
* The deferred contingent consideration is based on various performance criteria being met, management currently estimate the total amount payable will be £22,500,000. 
This amount has been discounted by £2,997,827 to present value using the Group’s weighted average cost of capital of 15%.
Goodwill relating to the acquisition amounted to £31,569,470. Goodwill represents the fair value of the expected synergies and other 
benefits from combining the net assets of Base79 Limited with those of Rightster Group plc. Transaction expenses charged to the 
income statement were £1,037,050.
In addition ongoing employees were also the selling shareholders of Base79 Limited, therefore a portion of contingent consideration 
payable to these employees under a key employee clause is classified as remuneration, rather than consideration. £728,692 of the 
contingent consideration is therefore not classified as consideration and is charged as an acquisition cost within exceptional items over 
the course of the earnout period (note 8).
The Group’s results for the year reflect post acquisition revenue from Base79 of £3,508,504 and a loss before tax of £105,454. Had 
Base79 Limited been acquired on 1 January 2014, it would have contributed revenue of £5,349,428 and a loss before tax of £1,901,558.
Gross contractual amounts receivable on acquisition were £1,825,903 and these were expected to be received in full.
The Directors believe that the Base79 acquisition will strengthen the Company’s YouTube business by adding a number of dedicated 
YouTube professionals and a former Director of Partnerships at YouTube, whilst also offering cross-selling opportunities for the Company’s 
off YouTube services. The terms of the Base79 acquisition incentivise Base79’s management team to drive growth in the combined 
Company and Base79 YouTube business. The Directors believe that the Base79 acquisition, together with the VML acquisition, will create a 
scalable digital distribution solution for Content Creators and Brand Owners globally and accelerate the Company’s path to profitability.
Viral Management Limited
During the year ended 31 December 2013 the Group owned 25% of Viral Management Limited. Viral Management Limited was equity 
accounted as an associate with the Group recognising their share of profits or losses and net assets or liabilities.
On 8 July 2014, the Group acquired the remaining 75% of the company for additional consideration of £3,826,331 comprising of an initial 
cash payment £1,749,875 and a further £600,000 payable in shares in Rightster Group plc. Deferred contingent consideration is payable 
subject to various performance criteria being met the maximum cash amount payable being £849,938 and the maximum amount 
payable in shares being £849,938.
Under IFRS 3 where an entity acquires control over another entity within which it formerly had a non-controlling interest the investment 
carrying value is remeasured to its fair value with the adjustment in carrying value recognised in the income statement as part of the 
acquisition accounting. 55 Rightster Group plc Annual Report & Accounts 2014  
15 Acquisitions continued
The purchase price allocation is then prepared on the basis of a 100% purchase consideration, grossing-up the purchase consideration 
using the actual consideration and the estimated fair value of the non-controlling interest. The fair value of the 25% interest has been 
estimated using the fair value of the consideration paid for the remaining 75%.
Consideration for the acquisition has been calculated as follows:
£
Cash 1,749,875
950,120 ordinary shares (at 63p per share) 600,000
Fair value of contingent consideration
– Cash* 738,228
– Shares* 738,228
Fair value consideration for 75% 3,826,331
Implied fair value of 25% interest 1,275,443
Total investment 5,101,774
*  The deferred contingent consideration of cash and shares has been discounted by £223,420 to their combined present value of £1,476,456. The Group have used their 
weighted average cost of capital 15%.
Consideration for the initial 25% holding therefore being £1,275,443, the resulting gain is calculated as follows:
£
Implied value of 25% interest 1,275,443
Share of net assets and goodwill at 8 July 2014 (531,707)
Gain recognised in income statement (note 8) 743,736
The details of the acquisition of Viral Management and residual goodwill have been calculated as follows:
Assets and Liabilities acquired
Book Value 
£
Fair Value 
Adjustments 
£
Fair Value 
£
ASSETS
Other intangible assets – 3,605,000 3,605,000
Property, Plant & equipment 6,420 – 6,420
Trade and other receivables 358,579 – 358,579
Cash and cash equivalents 506,945 – 506,945
Trade and other payables (668,933) (112,534) (781,467)
Deferred tax liabilities – (721,000) (721,000)
Identifiable net assets acquired 203,011 2,771,466 2,974,477
Goodwill capitalised 2,127,297
Consideration (as detailed above) 5,101,774
Goodwill relating to the acquisition amounted to £2,127,297. Goodwill represents the fair value of the expected synergies and other 
benefits from combining the net assets of Viral Management Limited with those of Rightster Group plc. Transaction expenses charged 
to the income statement were £228,286.
The Group’s results for the year reflect post acquisition revenue from Viral Management Limited of £507,252 and a loss before tax of 
£306,248. Had Viral Management been acquired on 1 January 2014, it would have contributed revenue of £901,896 and a profit before 
tax of £311,994.
Gross contractual amounts receivable on acquisition were £358,579 and these were expected to be received in full.
Rightster Limited acquired approximately 25 per cent of the share capital of VML in October 2012 and acquired the remaining 75 per 
cent in July 2014. Completion of the VML acquisition means that VML has become a wholly-owned subsidiary of the Company. The 
Directors believe that the VML acquisition will significantly enhance Rightster’s expertise in the social video management and licensing 
sphere as well as enhancing the Company’s brand and agency relationships. Financial Statements
Rightster Group plc Annual Report & Accounts 2014 56
Notes to the Financial Statements continued
For the year ended 31 December 2014
16 Deferred taxation assets and liabilities
Deferred tax recognised:
At 31 December 
2014 
£
At 31 December 
2013 
£
Deferred tax assets
Difference in depreciation and capital allowances 103,863 29,097
Deferred tax liabilities
Deferred tax on intangible assets (3,726,524) (107,164)
(3,622,661) (78,067)
Unutilised tax losses carried forward at 31 December 2014 were £39,770,082 (2013: £18,272,980). A deferred tax asset has not been 
recognised as the utilisation of these losses is contingent on the relevant subsidiaries producing taxable profits over a period of time and 
is subject to compliance with the relevant taxation authority requirements.
Reconciliation of movement in deferred tax
Deferred tax on 
intangible assets 
£
Depreciation in 
excess of capital 
allowances 
£
Total
£
As at 31 December 2012 – 14,877 14,877
Acquired on acquisition (179,259) – (179,259)
Recognised in the income statement 72,095 14,220 86,315
As at 31 December 2013 (107,164) 29,097 (78,067)
Acquired on acquisition (3,887,694) – (3,887,694)
Recognised in the income statement 372,197 (29,097) 343,100
As at 31 December 2014 (3,622,661) – (3,622,661)
17 Trade and other receivables
At 31 December 
2014 
£
At 31 December 
2013 
£
Trade receivables 3,714,511 1,182,516
Less provision for impairment (196,609) (262,633)
Net trade receivables 3,517,902 919,883
Other receivables 3,599,428 1,252,363
7,117,330 2,172,246
All trade receivable amounts are short-term. All of the Group’s trade and other receivables have been reviewed for indicators of 
impairment and where necessary, a provision for impairment provided. The carrying value is considered a fair approximation of their fair 
value. The Group’s management considers that all the above financial assets that are not impaired or past due are of good credit quality.
The movement in provision for impairment of trade receivables can be reconciled as follows:
At 31 December 
2014 
£
At 31 December 
2013 
£
Opening provision (262,633) (15,913)
Receivables provided for during period – (229,746)
Reversal or previous provisions 65,000 –
Acquired on acquisition – (16,974)
Movement in foreign exchange 1,024 –
(196,609) (262,633) 57 Rightster Group plc Annual Report & Accounts 2014  
17 Trade and other receivables continued
In addition, some of the unimpaired trade receivables of the Group are past due as at the reporting date. The age of financial assets past 
due, but not impaired, is as follows:
At 31 December 
2014 
£
At 31 December 
2013 
£
Not more than three months 1,074,648 322,384
More than three months but not more than six months 182,394 258,791
More than six months but not more than one year 10,909 97,183
More than one year 19,096 19,936
1,287,047 698,294
18 Trade and other payables
At 31 December 
2014 
£
At 31 December 
2013 
£
Trade payables 2,084,469 2,394,788
Other payables 173,299 173,622
Other taxation and social security 423,885 281,236
Deferred income 29,167 54,167
Accruals 6,034,144 1,806,090
8,744,964 4,709,903
All amounts are short-term and the Directors consider that the carrying value of trade and other payables are considered to be a 
reasonable approximation of fair value.
The average credit period taken for trade purchases was 59 days (December 2013 – 56 days).
19 Borrowings and other financial liabilities
At 31 December 
2014 
£
At 31 December 
2013 
£
Bank loans and overdrafts – 229,559
– 229,559
20 Share capital
Ordinary share capital
At 31 December 2014 At 31 December 2013
Number £ Number £
Ordinary shares of £0.001 193,714,204 193,714 116,372,334 116,372
Total ordinary share capital of the company 193,714 116,372
Rights attributable to ordinary shares
The holders of ordinary shares are entitled to receive notice of and attend and vote at any general meeting of the Company.
A reconciliation of the movement in share capital during the year is detailed in note 22. Financial Statements
Rightster Group plc Annual Report & Accounts 2014 58
Notes to the Financial Statements continued
For the year ended 31 December 2014
21 Deferred share capital
The deferred shares were repurchased by the Company and cancelled on 31 July 2014.
Number £
Deferred ordinary shares of £0.0000001 66,599,999,334,000 6,660,000
Rights attributable to the deferred ordinary shares
The holders of Deferred Shares carry no rights to participate in the profits of the Company. On a return of capital on a winding up or 
dissolution (but not otherwise) the holders of the Deferred Shares were entitled to participate in the distribution of the assets of the 
Company pari passu with the holders of the Ordinary Shares but only in respect of any excess of those assets above £1,000,000,000,000.
The holders of the Deferred Shares shall not be entitled, in their capacity as holders of such shares, to receive notice of any general 
meeting of the Company or to attend, speak or vote at any such meeting. The Deferred Shares shall not be listed on any stock exchange 
nor shall any share certificates be issued in respect of such shares. The Deferred Shares shall not be transferable, save as referred to 
below or with the written consent of the Directors.
22 Reconciliation of share capital for the year ended 31 December 2013
Ordinary share capital
Preferred A 
Shares 
Number
Preferred B  
Shares 
Number
Deferred 
Shares 
Number
£0.0001 
Number
£0.0000001 
Number
£0.001 
Number
Issue of ordinary 
shares 500,000,000 – – – – –
Issue of shares upon 
share for share 
exchange with 
Rightster Limited 66,166,666,000 – – 200,000,000,000 473,796,205,347 –
Conversion of 1 
ordinary share 
for 999 deferred 
shares and 1 
ordinary share of 
£0.0000001 (66,666,666,000) 66,666,666,000 – – – 66,599,999,334,000
Conversion of A and 
B Preferred to 
ordinary shares – 673,796,205,347 – (200,000,000,000) (473,796,205,347) –
Subdivision of 
ordinary shares 
of £0.0000001 to 
ordinary shares of 
£0.001 – (740,462,871,347) 74,046,287 – – –
Conversion of debt to 
equity – – 8,242,722 – – –
Issue of shares at IPO – – 34,083,325 – – –
Closing balance at 31 
December 2013 – – 116,372,334 – – 66,599,999,334,000 59 Rightster Group plc Annual Report & Accounts 2014  
22 Reconciliation of share capital for the year ended 31 December 2013 continued
Ordinary share capital
Preferred A 
Shares 
Number
Preferred B
 Shares 
Number
Deferred 
Shares 
Number
£0.0001 
£
£0.0000001 
£
£0.001 
£
Issue Ordinary shares 50,000 – – – – 6,660,000
Issue of shares upon share for share 
exchange with Rightster Limited 6,616,667 – – 20,000 47,380 –
Conversion of 1 ordinary share for 999 
deferred shares and 1 ordinary share of 
£0.0000001 (6,666,667) 6,666 – – – –
Conversion of A and B Preferred to ordinary 
shares – 67,380 – (20,000) (47,380) –
Conversion of ordinary shares of £0.0000001 
to ordinary shares of £0.001 – (74,046) 74,046 – – –
Conversion of debt to equity – – 8,243 – – –
Issue of shares at IPO – – 34,083 – – –
Closing balance – Rightster Group plc at  
31 December 2013 – – 116,372 – – 6,660,000
Share premium 
£
Merger reserve 
£
Merger relief 
reserve 
£
Issue of shares upon share for share exchange with Rightster Limited – (24,059,625) 40,410,393
Conversion of debt to equity 4,937,390 – –
Issue of shares at IPO 20,415,917 – –
Share issue costs (1,789,837) – –
Closing balance – Rightster Group plc at 31 December 2013 23,563,470 (24,059,625) 40,410,393
Reconciliation of share capital for the year ended 31 December 2014
Ordinary share capital
Preferred A 
Shares 
Number
Preferred B 
Shares 
Number
Deferred 
Shares 
Number
£0.0001 
Number
£0.0000001 
Number
£0.001 
Number
Opening balance at 1 January 2014 – – 116,372,334 – – 66,599,999,334,000
Issue of ordinary shares – – 77,341,870 – – –
Closing balance – at 31 December 2014 – – 193,714,204 – – 66,599,999,334,000
Ordinary share capital
Preferred A 
Shares 
Number
Preferred B 
Shares 
Number
Deferred 
Shares 
Number
£0.0001 
Number
£0.0000001 
Number
£0.001 
Number
Opening balance at 1 January 2014 – – 116,372 – – 6,660,000
Issue of ordinary shares – – 77,342 – – –
Repurchased during the year – – – – – (6,660,000)
Closing balance – at 31 December 2014 – – 193,714 – – –
Capital 
redemption 
£
Share premium 
£
Merger reserve 
£
Merger relief reserve 
£
Opening balance at 1 January 2014 – 23,563,470 (24,059,625) 40,410,393
Issue of ordinary shares – 40,907,039 – 599,050
Share capital repurchased during the year 6,660,000 – – –
Closing balance – at 31 December 2014 6,660,000 64,470,509 (24,059,625) 41,009,443 Financial Statements
Rightster Group plc Annual Report & Accounts 2014 60
Notes to the Financial Statements continued
For the year ended 31 December 2014
23 Share options
In September 2013 Rightster Limited introduced an approved EMI share option scheme for employees. The first options were granted in 
September and October 2013, where options were issued in replacement for options issued under the original Rightster Limited 
unapproved scheme, vesting periods were deemed to have commenced from 30 May 2013. The replacement share options issued by 
Rightster Group plc were treated as modification of the original scheme, in accordance with IFRS2.28. The options were valued using the 
Black-Scholes valuation model, using the following assumptions.
Options
Expected option life 4 years
Expected volatility 50%
Weighted average volatility 50%
Risk-free interest rate 2.9%
Expected dividend yield 0%
The charge included within the financial statements for share options for the year to 31 December 2014 is £914,413 (2013: £495,004).
Within the assumptions above 50% share price volatility has been used, the assumption is based on the average volatility for AIM adjusted 
Rightster Group plc being a new listed Company. The actual share price volatility since IPO has been comparable with this assumption.
Options vest as follows:
• 25% 12 months from grant date
• 2.08% each month commencing 13 months from grant date until the options are fully vested at the end of the four year vesting period.
Details of the options issued under the approved scheme are as follows: Number
Weighted average 
exercise price
Outstanding at the beginning of the year 13,702,537 44.8p
Granted during the year 11,206,679 52.1p
Exercised during the year (935,984) 6.0p
Cancelled during the year (1,390,551) 5.5p
Outstanding at the end of the year 22,582,681 53.2p
Exercisable at the end of the year 4,728,715 11.45p
The weighted average share price on the date options were exercised was 61p.
Share options expire after 10 years, the options above expiring between March 2021 and December 2024.
Other share based payments
In addition to the above 2,326,031 warrants were issued. The warrants were issued at an exercise price of 60p and vest on 12 November 
2017 and expire in November 2023. The warrants have been valued using the Black-Scholes model using the same assumptions as those 
stated above for the valuation of the share options. The warrants fair value on grant were £581,908. The charge included within the 
financial statement at 31 December 2014 is £145,477.
The Company entered into an agreement with one of our partners who is entitled to 978,978 shares to be issued over 3 years. The shares 
are granted evenly over a 3 year period on 31 December each year the first share issue being on 31 December 2014. The shares have 
been valued using the Black-Scholes model and the charge included within the 31 December 2014 accounts was £212,112.
24 Undertakings included in the financial statements
The consolidated financial statements include:
Class of share held
Country of 
incorporation Proportion held Nature of business
Rightster Limited Ordinary UK 100% Online video distribution
Rightster Inc. Ordinary USA 100% Marketing & development
Rightster India LLP India 100% Software development
Rightster Gibraltar Ordinary Gibraltar 100% Online video distribution
Preview Networks ApS Ordinary Denmark 100% Online video distribution
Viral Management Limited Ordinary UK 100% Online video distribution
Base79 Limited Ordinary UK 100% Online video distribution
Base79 Inc. Ordinary USA 100% Online video distribution
Base79 SL Ordinary Spain 100% Online video distribution
Base79 GMBH Ordinary Germany 100% Online video distribution
Base79 SARL Ordinary France 100% Online video distribution 61 Rightster Group plc Annual Report & Accounts 2014  
25 Investments in Associates
The Group’s 25% share of the aggregated financial information of equity accounted associates is set out below. On 8 July 2014,  
the Group purchased the remaining 75% of the Company and the acquisition accounting is set out in note 15.
Viral Management Limited
6 Months to
 8 July 
2014 
£
9 Months to 
31 December 
2013 
£
Total revenue 394,644 1,354,936
Share of result in associates 807 27,191
Non-current assets 6,392 30,824
Current assets 862,627 904,164
Share of total assets 217,255 233,747
Current liabilities (691,688) (754,372)
Share of total liabilities (172,922) (188,593)
Share of equity shareholders’ funds in associates 44,333 45,154
26 Financial Instruments
Categories of financial instruments
As at 
31 December 
2014 
£
As at 
31 December 
2013
 £
Financial assets
Loans and receivables 7,117,330 2,172,246
Cash and bank balances 8,458,247 12,719,074
15,575,577 14,891,320
Financial liabilities at amortised cost
Trade and other payables (8,744,964) (4,655,736)
Borrowings – (229,599)
Deferred consideration (22,163,229) –
(30,908,193) (4,885,335)
Financial risk management
The Group’s financial instruments comprise cash and liquid resources and various items, such as trade receivables and trade payables, 
that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group’s operations.  
The principal financial risks faced by the Group are liquidity, foreign currency and credit risks. The policies and strategies for managing 
these risks are summarised as follows:
Foreign currency risk
Transactional foreign currency exposures arise from both the export of services from the UK to overseas clients, and from the import  
of services directly sourced from overseas suppliers. The Group is primarily exposed to foreign exchange in relation to movements in 
Sterling against US Dollar, Australian Dollar and Euro. Financial Statements
Rightster Group plc Annual Report & Accounts 2014 62
Notes to the Financial Statements continued
For the year ended 31 December 2014
26 Financial Instruments continued
The Group does not use derivatives to hedge translation exposures. All gains and losses are recognised in profit or loss on translation at 
the reporting date. The Group’s current exposures in respect of currency risk are as follows:
Other 
£
Indian Rupee 
£
US Dollar
 £
Euro 
£
Sterling 
£
Total 
£
Financial assets – – 5,370 318,985 14,566,965 14,891,320
Financial liabilities (229,559) – – (1,000,649) (3,655,127) (4,885,335)
Total exposure 31 December 2013 (229,559) – 5,370 (681,664) 10,911,838 10,005,985
Financial assets 20,581 520,588 1,350,990 2,620,269 68,045,423 72,557,851
Financial liabilities (85,447) (758,322) (20,502) (198,262) (33,786,231) (34,848,764)
Total exposure at 31 December 2014 (64,866) (237,734) 1,330,488 2,422,007 34,259,192 37,709,087
Sensitivity analysis
The table below illustrates the estimated impact on profit or loss as a result of market movements in the Australian Dollar, Indian Rupee, 
US Dollar, Euro and Sterling exchange rate.
Impact on loss and equity
10%
 Increase in favour 
of AUS Dollar
 £
10% 
Increase in favour 
of Indian Rupee 
£
10%
 Increase in favour 
of US Dollar 
£
10%
 Increase in favour 
of Euro 
£
10% 
Increase in favour 
of Sterling 
£
For the year to 31 December 2013 (266,360) (81,375) (79,030) (177,452) 624,326
For the year to 31 December 2014 37,607 (115,394) 122,714 81,186 (126,093)
Credit risk
The Group’s principal financial assets are cash and cash equivalents and trade and other receivables. The Group has no significant 
concentration of credit risk. The maximum exposure to credit risk is that shown within the balance sheet. All amounts are short-term and 
management consider the amounts to be of good credit quality.
Liquidity/funding risk
The Group’s funding strategy is to ensure a mix of funding sources offering flexibility and cost effectiveness to match the requirements 
of the Group. Operating subsidiaries are financed by retained profits.
Contractual maturities
The Group manages liquidity risk by maintaining adequate reserves.
Interest rate risk
The Group holds the majority of its cash and cash equivalents in corporate current accounts. These accounts offer a competitive interest 
rate with the advantage of quick access to the funds.
Capital policy
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide 
returns for shareholders and benefits for other stakeholders and to maintain a capital structure that optimises the cost of capital.
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the 
return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of cash and 
cash equivalents as disclosed in the statement of financial position and equity attributable to equity holders of the parent, comprising 
issued capital, reserves and retained earnings as disclosed in the consolidated statement of changes in equity.
The Group has no debt.
Debt is defined as long and short-term borrowings (excluding derivatives). Equity includes all capital and reserves of the Group that are 
managed as capital. 63 Rightster Group plc Annual Report & Accounts 2014  
26 Financial Instruments continued
Financial instruments measured at fair value
Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three levels of fair 
value hierarchy. This grouping is determined based on the lowest level of significant inputs used in fair value measurement, as follows:
• Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly  
(i.e. as prices) or indirectly (i.e. derived from prices).
• Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The estimated fair value of the deferred consideration is categorised within Level 3 of the fair value hierarchy. The fair value estimate has 
been determined using a present value technique. The fair value is estimated by discounting the liability at 15%. The discount rate has 
been determined using the Group’s average cost of capital. The most significant input is the discount rate of 15%.
Contingent consideration is determined using a combination of management forecasts and projections for relevant scenarios in order to 
estimate the most likely outcome for a given transaction.
Maturity analysis
Set out below is a maturity analysis for non-derivative financial liabilities. The amounts disclosed are based on contractual undiscounted 
cash flows. The table includes both interest and principal cash flows. The Group had no derivative financial liabilities at either reporting date.
Total 
£
Less than 
1 Year 
£
1–3 Years 
£
3–5 Years 
£
As at 31 December 2013
Borrowing principal payments 229,599 229,599 – –
Trade and other payables 4,655,736 4,655,736 – –
As at 31 December 2014
Borrowing principal payments – – – –
Deferred consideration 850,000 850,000 – –
Trade and other payables 8,715,797 8,715,797 – –
For details as to how management is planning to manage liquidity risk to ensure debts are paid as due please see note 2.1.
27 Financial commitments
The present value of future minimum rentals payable under non-cancellable operating leases are as follows:
At 31 December 
2014 
£
At 31 December 
2013 
£
Less than 1 year 157,551 787,245
Between 2 and 5 years 1,075,149 –
Over 5 years – –
1,232,700 787,245
Minimum Guarantees
The Group has entered into contracts committing to the following minimum guarantees:
At 31 December 
2014 
£
At 31 December 
2013 
£
Minimum guarantees
Less than 1 year 1,489,216 934,966
Between 2 and 5 years 1,082,120 1,022,514
2,571,336 1,957,480 Financial Statements
Rightster Group plc Annual Report & Accounts 2014 64
Notes to the Financial Statements continued
For the year ended 31 December 2014
28 Transactions with Directors and other related parties
28.1 Director loans
Included within other receivables at 31 December 2012 was an interest free loan owed to the Company by Charles Muirhead, a Director 
of the Company which is repayable on demand. The amounts due at each reporting date are detailed below:
At 31 December 
2014 
£
At 31 December 
2013 
£
Loan outstanding at period end – –
Repaid during the period – 118,982
28.2 Viral Management Limited
During the periods, the Group entered into transactions, in the ordinary course of business, with Viral Management Limited, an 
associated undertaking for part of the year prior to the company becoming a subsidiary (see note 15). Prior to the date where Viral 
Management Limited became a subsidiary undertaking the Group made purchases and the balances due were as follows:
At 31 December 
2014 
£
At 31 December 
2013 
£
Purchases made during the period 517,695 913,285
Balance due at period end – 101,887
28.3 Vesuvius Limited
Loans at 31 December 2013 include amounts payable to Vesuvius Limited a shareholder of the Company. The amounts outstanding and 
interest payable on the loans to Vesuvius Limited were as follows:
At 31 December 
2014 
£
At 31 December 
2013 
£
Loan outstanding at period end – –
Interest charged during the period – 556,387
28.4 Tixdaq Limited
Tixdaq Limited is a group of sport sites owned by William Muirhead who is a connected party through his relationship with Charles 
Muirhead. During the period to 31 December 2014 the Group paid a revenue share to Tixdaq Limited, from advertising generated on the 
above websites of £96,431 (2013: £108,187) to Tixdaq Limited. The balance outstanding at 31 December 2014 was £5,860 (2013: £17,142).
28.5 Sports Investment Partners LLP
Fees of £178,800 (2013: £491,300) were paid to Sports Investment Partners LLP which is a connected party through its relationship with 
Michael Broughton, a Director of the Company. The amount outstanding at 31 December 2014 was £Nil (2013: £178,800).
28.6 Michael Broughton
Loans included amounts payable to a connected party through their relationship with Michael Broughton, a Director of the Company.  
A loan of £Nil was received in the year by Rightster Limited (2013: £1,000,000) and loan repayments of £Nil were made in the year  
(2013: £1,000,000). Interest charged on the loan during the year was £Nil (2013: £114,838) and the amount outstanding at 31 December 
2014 was £Nil (2013: £Nil).
29.7 J Deleon
Loans included amounts payable to J Deleon a Director of Rightster Limited. Interest charged on the loan during the year was £Nil  
(2013: £426,741). The balance outstanding at 31 December 2014 was £Nil (2013: £Nil).
28.8 Sorbus Holdings SA
Loans included amounts payable to Sorbus Holdings SA which is a related party due to its connection with T Al Swaidi a Director of 
Rightster Limited in 2013. Interest charged on the loan during the year was £Nil (2013: £4,504). The balance outstanding at 31 December 
2014 was £Nil (2013: £Nil).
28.9 London Labs Limited
London Labs Limited is owned by William Muirhead who is a connected party through the relationship with Charles Muirhead. During  
the year purchases of £Nil (2013: £8,363) were made from the company and the balance outstanding at 31 December 2014 was £Nil 
(2013: £10,035). 65 Rightster Group plc Annual Report & Accounts 2014  
Report of the Independent Auditor to the Members of 
Rightster Group plc
For the year ended 31 December 2014
Independent auditor’s report to the members of Rightster 
Group plc
We have audited the parent company financial statements of 
Rightster Group plc for the year ended 31 December 2014 which 
comprise the Company balance sheet and the related notes.  
The financial reporting framework that has been applied in their 
preparation is applicable law and United Kingdom Accounting 
Standards (United Kingdom Generally Accepted Accounting 
Practice).
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 auditor
As explained more fully in the Statement of Directors’ 
Responsibilities set out on page 30, the Directors are responsible  
for the preparation of the parent company financial statements 
and for being satisfied that they give a true and fair view. Our 
responsibility is to audit and express an opinion on the parent 
company financial statements in accordance with applicable law 
and International Standards on Auditing (UK and Ireland). Those 
standards require us to comply with the Auditing Practices Board’s 
(APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements  
is provided on the Financial Reporting Council’s website at  
www.frc.org.uk/auditscopeukprivate
Opinion on financial statements
In our opinion the parent company financial statements:
• give a true and fair view of the state of the Company’s affairs as 
at 31 December 2014;
• have been properly prepared in accordance with United 
Kingdom Generally Accepted Accounting Practice; and
• have been prepared in accordance with the requirements of 
the Companies Act 2006.
Opinion on other matter 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 parent company 
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.
Other matter
We have reported separately on the Group financial statements of 
Rightster Group plc for the year ended 31 December 2014.
Mark Henshaw
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
6 May 2015 Financial Statements
Rightster Group plc Annual Report & Accounts 2014 66
Note 
At 31 December 
2014 
£
At 31 December 
2013 
£
Fixed asset investments
Investments in subsidiaries 30 49,467,997 47,094,439
Current Assets
Debtors 31 31,478,596 23,258,845
31,478,596 23,258,845
Creditors: amounts falling due within one year – –
– –
Net current assets 31,478,596 23,258,845
Total assets less current liabilities 80,946,593 70,353,284
Capital and reserves
Called up share capital 32 193,714 116,372
Share premium account 33 64,470,509 23,563,470
Deferred share capital 33 – 6,660,000
Capital redemption reserve 33 6,660,000 –
Merger relief reserve 33 41,009,443 40,410,393
Profit and loss account 34 (31,387,073) (396,951)
35 80,946,593 70,353,284
The financial statements on pages 36 – 71 were approved by the Board of Directors on 6 May 2015 and were signed on its behalf by:
Patrick Walker
Director
Company Balance Sheet
For the year ended 31 December 2014 67 Rightster Group plc Annual Report & Accounts 2014  
Notes to the Financial Statements continued
As at 31 December 2014
29 Accounting Policies
The financial statements are prepared in accordance with United Kingdom generally accepted accounting standards, under the historical 
cost convention. The accounting policies are set out below:
Going concern
The financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet its 
liabilities as they fall due for the foreseeable future. The Company is dependent for its working capital requirements on cash generated 
from operations, cash holdings and from equity markets. The cash holdings of the Company and its subsidiary undertakings at  
31 December 2014 were £8,458,247.
The Directors have prepared detailed cash flow projections (the Projections) which are based on their current expectations of trading 
prospects. The forecasts have been prepared over a period of five years. In order to fund the existing growth plans and working capital 
requirement the Group required additional financing to meet its obligations. The Directors have approached existing shareholders and 
have received funding commitment of £5 million on 6 May 2015. Accordingly, the Directors have concluded that it is appropriate to 
continue to adopt the going concern basis in preparing these financial statements.
Deferred taxation
Deferred taxation is provided at appropriate rates of taxation on timing differences between the recognition of items of income and 
expenditure for accounting and tax purposes, to the extent that it is expected that a liability will crystallise in the foreseeable future. 
Deferred tax balances are not discounted.
Investments
Investments are stated at cost less provision for impairment.
Debtors
Debtors are stated in the balance sheet at estimated net realisable value.
Leases
Rentals applicable to operating leases are charged to the profit and loss account on a straight line basis over the term of the lease.
Share based payments
Employees (including Directors) of the Company received remuneration in the form of share-based payment transactions, whereby 
employees render services in exchange for shares or rights over shares (‘equity-settled transactions’).
The Group has applied the requirements of FRS20 share based payments to all grants of equity instruments. The transactions have been 
treated as equity settled.
The cost of equity settled transactions with employees is recovered by reference to the fair value at the grant date of the equity instrument 
granted. The fair value is determined by using the Black-Scholes method. The cost of equity-settled transactions are recognised, together 
with a corresponding charge equity, over the period between the date of grant and the end of vesting period, where relevant employees 
become fully entitled to the award. The total value of the options has been pro-rated and allocated on a weighted average basis.
The charge included within the financial statements for share options for the year to 31 December 2014 is £Nil (2013: £Nil).
Exemptions
The Directors have taken advantage of the exemption available under section 408 of the Companies Act 2006 and not presented a profit 
and loss account for the Company alone. The Company is also exempt under the terms of FRS 8 Related Parties from disclosing related 
party transactions with entities that are wholly owned and part of Rightster Group plc. Finally, the Company has taken advantage of the 
exemption within FRS1 from preparing a cash flow statement.
Share capital and reserves
Share capital represents the nominal value of shares that have been issued.
Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are 
deducted from share premium, net of any related income tax benefits.
Retained earnings include all current and prior period retained profits or losses. It also includes charges related to share-based employee 
remuneration.
Merger relief reserve – where the following conditions are met any excess consideration received over the nominal value of the shares 
issued is recognised in the merger relief reserve:
• the consideration for shares in another company includes issued shares; and
• on completion of the transaction, the company issuing the shares will have secured at least a 90% equity holding in the other company. Financial Statements
Rightster Group plc Annual Report & Accounts 2014 68
Notes to the Financial Statements continued
As at 31 December 2014
29 Accounting Policies continued
Deferred share capital represents the nominal value of the deferred shares that have been issued.
Where the Company purchases its own equity share capital, on cancellation the nominal value of the shares cancelled is deducted from 
share capital and the amount is transferred to the capital redemption reserve.
Dividend distributions payable to equity shareholders are included in ‘other liabilities’ when the dividends have been approved in a 
general meeting prior to the reporting date.
30 Investments in subsidiaries and associates
Investments
At 31 December 
2014 
£
At 31 December 2013 47,094,439
Additions 2,373,558
At 31 December 2014 49,467,997
At 31 December 2014 the Company had the following subsidiary undertakings.
Class of share held Country of incorporation Proportion held Nature of business
Subsidiaries
Rightster Limited Ordinary UK 100% Online video distribution
Indirect subsidiaries
Rightster Inc. Ordinary USA 100% Marketing & development
Rightster India LLP India 100% Software development
Rightster Gibraltar Ordinary Gibraltar 100% Online video distribution
Preview Networks ApS Ordinary Denmark 100% Online video distribution
Viral Management Limited Ordinary UK 100% Online video distribution
Base79 Limited Ordinary UK 100% Online video distribution
Base79 Inc. Ordinary USA 100% Online video distribution
Base79 SL Ordinary Spain 100% Online video distribution
Base79 GMBH Ordinary Germany 100% Online video distribution
Base79 SARL Ordinary France 100% Online video distribution
31 Debtors
At 31 December 
2014 
£
At 31 December 
2013 
£
Prepayments 1,815 –
Other debtors 26,663 –
Amounts due from Group undertakings 31,450,118 23,258,845
31,478,596 23,258,845
32 Capital and reserves
Ordinary Share Capital
Number
2014 
£
Ordinary shares of £0.001 193,714,204 193,714 69 Rightster Group plc Annual Report & Accounts 2014  
33 Capital and reserves – 31 December 2013
The movement in share capital can be reconciled as follows
Ordinary share capital
Preferred A 
Shares 
Number
Preferred B
Shares 
Number
Deferred 
Shares 
Number
£0.0001 
Number
£0.0000001 
Number
£0.001 
Number
Issue of ordinary 
shares 500,000,000 – – – – –
Issue of shares prior 
upon share for 
share exchange 
with Rightster 
Limited 66,166,666,000 – – 200,000,000,000 473,796,205,347 –
Conversion of 1 
ordinary share 
for 999 deferred 
shares and 1 
ordinary share of 
£0.0000001 (66,666,666,000) 66,666,666,000 – – – 66,599,999,334,000
Conversion of A and 
B Preferred to 
ordinary shares – 673,796,205,347 – (200,000,000,000) (473,796,205,347) –
Subdivision of 
ordinary shares 
of £0.0000001 to 
ordinary shares of 
£0.001 – (740,462,871,347) 74,046,287 – – –
Conversion of debt to 
equity – – 8,242,722 – – –
Issue of shares at IPO – – 34,083,325 – – –
Closing balance – – 116,372,334 – – 66,599,999,334,000
Ordinary share capital
Preferred A 
Shares 
£
Preferred B
 Shares 
£
Deferred 
Shares 
£
£0.0001 
£
£0.0000001 
£
£0.001 
£
Issue ordinary shares 50,000 – – – – 6,660,000
Issue of shares upon share for share 
exchange with Rightster Limited 6,616,667 – – 20,000 47,380 –
Conversion of 1 ordinary share for 999 
deferred shares and 1 ordinary share of 
£0.0000001 (6,666,667) 6,666 – – – –
Conversion of A and B Preferred to ordinary 
shares – 67,380 – (20,000) (47,380) –
Conversion of ordinary shares of £0.0000001 
to ordinary shares of £0.001 – (74,046) 74,046 – – –
Conversion of debt to equity – – 8,243 – – –
Issue of shares at IPO – – 34,083 – – –
Closing balance – Rightster Group plc – – 116,372 – – 6,660,000
Share premium 
£
Merger relief 
reserve 
£
Issue of shares prior to share for share exchange with Rightster Limited – 40,410,393
Conversion of debt to equity 4,937,390 –
Issue of shares at IPO 20,415,917 –
Share issue costs (1,789,837) –
Closing balance – Rightster Group plc 23,563,470 40,410,393 Financial Statements
Rightster Group plc Annual Report & Accounts 2014 70
Notes to the Financial Statements continued
As at 31 December 2014
33 Capital and reserves – 31 December 2014 continued
The movement in share capital can be reconciled as follows:
Ordinary share capital
Preferred A 
Shares 
Number
Preferred B 
Shares 
Number
Deferred 
Shares 
Number
£0.0001 
Number
£0.0000001 
Number
£0.001 
Number
Opening balance at 1 January 2014 – – 116,372,334 – – 66,599,999,334,000
Issue of ordinary shares – – 77,341,870 – – –
Closing balance at 31 December 2014 – – 193,714,204 – – 66,599,999,334,000
Ordinary share capital
Preferred A 
Shares 
Number
Preferred B 
Shares 
Number
Deferred 
Shares 
Number
£0.0001 
Number
£0.0000001 
Number
£0.001 
Number
Opening balance at 1 January 2014 – – 116,372 – – 6,660,000
Issue of ordinary shares – – 77,342 – – –
Repurchased during the year – – – – – (6,660,000)
Closing balance – at 31 December 2014 – – 193,714 – – –
Capital 
redemption 
£
Share premium 
£
Merger reserve 
£
Merger relief 
reserve 
£
Opening balance at 1 January 2014 – 23,563,470 (24,059,625) 40,410,393
Issue of ordinary shares – 40,907,039 – 599,050
Share capital repurchased during the year 6,660,000 – – –
Closing balance – at 31 December 2014 6,660,000 64,470,509 (24,059,625) 41,009,443
Number £
Deferred ordinary shares of £0.0000001 66,599,999,334,000 6,660,000
All deferred shares were repurchased and cancelled by the Company on 31 July 2014.
Rights attributable to the deferred ordinary shares
The holders of Deferred Shares carry no rights to participate in the profits of the Company. On a return of capital on a winding up or 
dissolution (but not otherwise) the holders of the Deferred Shares shall be entitled to participate in the distribution of the assets of the 
Company pari passu with the holders of the Ordinary Shares but only in respect of any excess of those assets above £1,000,000,000,000.
The holders of the Deferred Shares shall not be entitled, in their capacity as holders of such shares, to receive notice of any general 
meeting of the Company or to attend, speak or vote at any such meeting. The Deferred Shares shall not be listed on any stock exchange 
nor shall any share certificates be issued in respect of such shares. The Deferred Shares shall not be transferable, save as referred to 
below or with the written consent of the Directors. 71 Rightster Group plc Annual Report & Accounts 2014  
34 Profit and loss account
At 31 December 
2014 
£
At 31 December 
2013 
£
At 31 December 2013 (396,951) –
Loss for the year (32,763,680) (396,951)
Share based payments granted on behalf of subsidiaries 1,773,558 –
At 31 December 2014 (31,387,073) (396,951)
35 Reconciliation of movement in equity shareholders’ funds
At 31 December 
2014 
£
At 31 December 
2013 
£
Loss for the financial year (32,763,680) (396,951)
Share options granted to employees of subsidiaries 1,773,558 –
Net proceeds from shares issued 41,583,431 70,750,235
Net increase in shareholders’ funds 10,593,309 70,353,284
Opening shareholders’ funds 70,353,284 –
Closing shareholders’ funds 80,946,593 70,353,284 Rightster Group plc Annual Report & Accounts 2014 72
Company Information
The Board of Directors P Walker
N Dore
J A Barnett
M Lieberman
D Mathewson
M Broughton
Company Secretary G Cranley
Registered Office 3rd Floor 
1 Neal Street
London
WC2H 9QL
Auditors Grant Thornton UK LLP
Grant Thornton House
Melton Street
London
NW1 2EP
Solicitors Covington & Burling LLP
265 Strand
London
WC2R 1BH LONDON (HEAD OFFICE)
1 Neal Street 
London
WC2H 9QL
United Kingdom
T: +44 (0)20 7183 4545
E: sales@rightster.com
BANGALORE
3rd Floor
Silver Spring Layout
Old Airport – Varthur Road  
Marathahalli
Bangalore 560 037
Karnataka
India
T: +91 80 65696241
E: india@rightster.com
BERLIN
Rosenthaler Strasse 34/35
10178 Berlin
Germany
T: +49 (0)30 509 688 40
E: germany@rightster.com
COPENHAGEN
Njalsgade 21F
1st Floor
2300 Copenhagen S
Denmark
T: +45 7027 8777
T: +45 3132 3262
E: denmark@rightster.com
GURGAON
758, Udyog Vihar Phase V
Gurgaon 122016
Haryana
India
T: +91 124 4922417
E: india@rightster.com
LOS ANGELES
604 Arizona Avenue,
Santa Monica
CA 90401
T: +1 310 450 7625
E: losangeles@rightster.com
MADRID
Pérez Cidón 48
28027 Madrid
Spain
T: +34 646 983 937
E: spain@rightster.com
Our Offices
MILAN
via Guido d’Arezzo, 4
20145 Milan
Italy
T: +39 02 4855 9429
E: italy@rightster.com
NEW YORK
1115 Broadway
New York
NY 10010
USA
T: +1 646 699 5967
E: usa@rightster.com
PARIS
45 rue Sainte-Anne
75001 Paris
France
T: +33 970 406 672
E: france@rightster.com
SINGAPORE
48B Club Street 
Singapore 069425
E: singapore@rightster.com
STOCKHOLM
Nybrogatan 34 Business Center
PO Box 5216
102 45 Stockholm
Sweden
T: +46 (0)735 330039
E: sweden@rightster.com
SYDNEY
Level 3
55 Pyrmont Bridge Road
Pyrmont
NSW 2009 
E: australia@rightster.com rightster.com
Rightster Group plc Annual Report & Accounts 2014