Distribution & Monetisation  
of Online Video with 
Advanced Analytics
Rightster Group plc
Annual Report and Accounts 2013
Rightster Group plc  Annual Report and Accounts 2013 Rightster provides cloud-based 
services that optimise the 
distribution and monetisation  
of live and on-demand video.
www.rightster.com
Contents 
Strategic Report
Key Highlights .........................................................................................1
Chairman’s Statement........................................................................... 2 
CEO’s Report ........................................................................................... 4
Strategic Report ..................................................................................... 6  
Governance
Board of Directors  ..............................................................................10  
Report of the Directors  .....................................................................12
Statement on Corporate Governance .............................................14 
Directors’ Remuneration Report ......................................................17
Statement of Directors’ Responsibilities  .......................................20
Financial Statements
Independent Auditor’s Report – Consolidated .............................21 
Consolidated Income Statement and Consolidated  
  Statement of Comprehensive Income ..........................................22 
Consolidated Statement of Financial Position ..............................23 
Consolidated Statement of Cash Flows ..........................................24
Consolidated Statement of Changes in Equity .............................25
Notes to the Financial Statements ..................................................26 
Independent Auditors’ Report – Company ....................................50
Company Balance Sheet .....................................................................51
Notes to the Financial Statements ..................................................52
Company Information .........................................................................56
Our Locations ..................................................................................... IBC 1 Rightster Group plc Annual Report 201 3
Key Highlights
The Company has seen significant growth in its global 
business during the financial year and, in November 2013, 
the Company was successfully admitted to trading on AIM. 
Financial growth
• Net revenue of £6.2 million (£1.9 million for nine months 
ended 31 December 2012)
• After adjusting for terminated contracts, Net revenue  
up from £0.3 million to £3.0 million (nine months ended 
31 December 2012 contrasted with 12 months ended  
31 December 2013)
Successful IPO
• Raised £20.4 million on admission
• A market capitalisation of £69.8 million at admission
• Provide the access to capital to support strategic 
objectives 
Mergers and acquisitions
• Acquisition of Preview Networks, a European distributor 
of film trailers and branded content
• The Preview Networks acquisition brings a continuing 
relationship with Hollywood studios, including the likes 
of Warner Bros, Paramount and 20th Century Fox
• Acquisition of the assets of Sportsyndicator, a UK display 
advertising sales agency
• The above acquisitions have enabled Rightster to grow 
its geographic reach, range of capabilities and talent pool
New deals across all verticals
• A four-year deal for Australian Football League’s 
international live streaming subscription service
• Streaming live fashion runway shows for IMG from New 
York to Sydney
• Managing Barcroft Media’s YouTube channel and 
enhancing their audience development
• UK and Ireland’s national news agency, Press Association, 
joined Rightster’s YouTube Multi-Channel Network
KPIs
• Revenue: £6.2 million
• Total Transaction Value: £11.0 million
• 55% increase in average monthly video views in H2  
over H1
• Gross profit: £0.6 million
What we do
Rightster provides cloud-based services that optimise the 
distribution and monetisation of live and on-demand video. 
Our software and services make it simple for sports, 
fashion, news, entertainment and film rights holders to 
enhance the value of their video whether on a licensed, 
ad-funded, direct to consumer or paid placement basis.
Our solution
Rightster provides an ‘upload once – commercialise 
everywhere’ solution that extends the reach of live and 
on-demand video content to web, mobile and connected 
audiences via customers’ own sites, social channels, portals, 
platforms, online newspapers, magazines and blogs as well 
as Rightster’s Multi-Channel Networks (MCNs) on YouTube. 
 
Locations
• London
• New York
• Bangalore
• Gurgaon
• Copenhagen
• Berlin
• Madrid
• Milan
• Paris
• Stockholm
• Melbourne
 
Vertical content streams
• News: Breaking domestic and international news, from 
current affairs to the latest celebrity gossip
• Sport: Live and on-demand coverage from the action-
packed world of sport
• Film: Trailers and preview content for the latest 
Hollywood movies, world cinema and home 
entertainment releases
• Fashion: Live runway shows and backstage interviews 
from the most iconic events in the fashion calendar
• Entertainment: From the best in original programming 
to emerging music artists and the web’s hottest  
viral videos
Key statistics
• 183+ staff across ten countries 
• 65+ staff in our R&D team 
• 7,500+ Publishers in our pre-connected network
• 850+ Content Owners on our pre-connected network
Strategic  
Report
Governance
Financial 
Statements OTT video as a percentage of total consumer 
internet traﬃc, 2012-2017
Source: Cisco, ‘Cisco 
Visual Networking 
Index: Forecast and 
Methodology, 
2012-2017’, May 2013
Video internet
traﬃc
Non-video
internet traﬃc
80,000
70,000
60,000
Consumer internet traﬃc
(Petabytes per month)
50,000
40,000
30,000
20,000
10,000
0
67%
65%
62%
60%
2017 2016 2015 2014 2013 2012
69%
57%
2 Rightster Group plc Annual Report 201 3
Chairman’s 
Statement
My career to date has been focused on the intersection 
between media and technology, with a particular focus on 
the monetisation of video in recent years. When the 
opportunity arose to become interim Chairman of 
Rightster in November 2013, it was a natural fit.
 
Rightster has achieved an extraordinary amount since it 
was founded, from a tiny team winning its first charter 
customers in 2011, to reaching over 2.5 billion cumulative 
views and flotation on the public market in 2013. The 
proposition for investors and clients is clear – Rightster 
has demonstrated its ability to provide compelling offers 
to the marketplace with impressive traction to date, and, 
with a natural network effect and further planned 
releases of software and services, is poised to continue 
this trajectory.
 
For the Company, the 
highlight of the year  
was our flotation on  
AIM in November 201 3.  
£20.4 million was raised  
and the proceeds have  
been and will continue  
to fund working capital. 3 Rightster Group plc Annual Report 201 3
The online video market is growing rapidly. Global revenues 
totalled £9 billion in 2012 and are predicted to rise to £24 billion 
by 2017 (Informa ‘OTT Video Revenue Forecasts, 2011-2017’ , 
November 2012). There is no more better content format than 
video for engaging audiences, and its usage and popularity are 
set to increase quickly in the coming years. As global internet 
usage and speeds continue to grow, online video is fast 
becoming the medium of choice to communicate news and 
events across a variety of sectors. Indeed, over-the-top (OTT) 
video currently accounts for the majority of all consumer 
internet traffic (60%) and is expected to further increase its 
share in the next few years (‘Cisco Visual Networking Index: 
Forecast and Methodology, 2012-2017’, May 2013). Advertisers 
are hot on the heels of this trend – according to the Internet 
Advertising Bureau, there was a 24% increase in global 
internet advertising spend on digital video from H1 2012  
to H1 2013 on millions of websites across the globe. I’m all  
too aware of the fragmentation that makes accessing this 
opportunity difficult for media businesses. However,  
Rightster enables Content Owners, Publishers and Brands  
to overcome this fragmentation, and access the huge  
promise of online video.
For the Company, the highlight of the year was our flotation 
on AIM in November 2013. £20.4 million was raised and the 
proceeds have been and will continue to fund working capital 
for operations and completion of Rightster’s second 
generation platform, and possible monetary advances for 
clients. The credibility and profile resulting from the IPO is 
sure to propel the business forward over the coming years.
 
Our Board was strengthened ahead of the IPO with the 
addition of two new Non-Executive Directors – David 
Mathewson (previously the CFO of Playtech Limited) and 
Michael Broughton (currently Managing Partner at Sports 
Investment Partners LLP). David brings a wealth of experience 
in both the financial sector and software industries (having 
served on the board of Rodime plc, Macromac plc and 24/7 
Gaming Group plc) and Michael brings extensive knowledge 
and expertise to our sports vertical. They join our other 
Non-Executive Director Jack Barnett and our Executive 
Directors Charles Muirhead (Rightster CEO) and Charl de Beer 
(Rightster CFO). Our Board has developed a very strong 
working relationship over the past few months.
 
Rightster continues to bolster its management team, ensuring 
it has the capabilities and experience on board to execute on 
its strategy and capitalise on forthcoming opportunities. 
Notable hires this year include: Simon Walker as Chief 
Commercial Officer (previously Global Strategy and Business 
Development at BBC, EMI, EMAP); Greg Prosl as VP Publisher 
Solutions US (previously Video Publisher Development & 
Partnerships at AOL 5min); and Sanjay Mohan as VP 
Engineering (previously Senior Director at Yahoo! and CTO at 
Enterprise Nube). These executives join an already strong 
team of executives and employees in ten countries. 
On behalf of the Board, I would like to thank all the investors, 
customers and employees that have supported and formed 
an integral part of Rightster’s successes to date. Rightster’s 
journey continues to be an exciting one, and I look forward 
to the opportunities that lie ahead.
Mark Lieberman
Non-Executive Chairman
16 April 2014
Strategic  
Report
Governance
Financial 
Statements 4 Rightster Group plc Annual Report 201 3
2013 was a significant year for Rightster. Building on the 
cornerstone deals won in 2012, we set out to scale our 
network of Content Owners and Publishers and were 
thrilled to add premium clients such as AFL, IMG, Barcroft, 
Press Association, the Daily Mail, the Evening Standard 
and AOL. Tactical acquisitions enabled us to scale the 
business even more rapidly with Preview Networks 
(Europe’s leading distributor of film trailers) bringing us 
pan-European reach and the assets of Sportsyndicator (a 
UK media sales organisation) securing us a larger network 
of sports Publishers. Improving the platform experience 
for our growing base of clients was also a key focus and 
I’m pleased with how the team have captured client 
requirements and enhanced the feature set of the 
existing platform whilst evolving the design and 
architecture of the forthcoming second generation 
platform in line with client needs.
 
The acceleration in our average monthly view figures 
throughout 2013 is testament to the scale that we’ve 
achieved to date. H1 2013 saw a 30% increase on H2 2012 
(with average monthly video views growing from 123.3 
million to 160.7 million) and H2 2013 saw a further 55% 
increase on H1 2013 (with average monthly video views 
growing from 160.7 million to 249.5 million). The total 
amount of business being facilitated through Rightster  
(in the form of total exchange of revenue between 
Rightster partners) is also showing impressive growth.  
We monitor this as Total Transaction Value and I’m very 
pleased to report that this has risen from £4.0 million  
in 2012 to £11.0 million in 2013.
The acceleration in our 
average monthly view 
figures throughout 201 3 is 
testament to the scale that 
we’ve achieved to date.
CEO’s Report 5 Rightster Group plc Annual Report 201 3
Identifying the potential for a surge in growth in the online 
video market was one of the primary factors that drew me  
to this sector. I also noticed the challenges brought about  
by an ever-expanding amount of Content Owners, most of 
whom were trying to reach the right audience across diverse 
geographies, time zones and multiple devices, whilst a  
growing number of Publishers and platforms tried to locate 
the optimum content for their audiences. In May 2011,  
I founded Rightster with the vision of enabling media 
companies to overcome this huge fragmentation in the  
online video market and build successful businesses online, 
where TV-scale audiences could be engaged and monetised 
effectively. We implemented a three phase approach in order 
to achieve this.
 
The first phase saw us focus on key charter customers to 
achieve proof of concept on the Rightster offering. In the 
fashion vertical, Rightster engaged the British Fashion Council 
(BFC). BFC had no in-house digital video capability but 
possessed premium live and on-demand rights (London 
Fashion Week). Through Rightster’s platform, network and 
services, the BFC was able to reach over 200 Publishers in 130 
countries, unlocking new revenue streams with little upfront 
investment or risk. Through BFC’s live rights, Rightster 
recruited hundreds of key Publishers with an interest in 
fashion content and used this connection to recruit hundreds 
more Content Owners and Publishers both in and outside the 
fashion industry. Rightster was then able to use this ‘audience 
network’ model to enter multiple content genres, including 
sports (where we secured SNTV), news (winning ITN), and 
entertainment and viral content (partnering with Viral Spiral 
Group). By finding premium ‘must have’ rights from blue-chip 
clients, we were able to recruit Publishers, which in turn drove 
further recruitment of Content Owners. Feedback from 
clients was invaluable during this period, ensuring Rightster 
offered the precise ‘minimum viable product’ to the market.
 
The goal of the second phase of growth in 2013 was to  
further automate the platform, drive network effect and 
achieve scale. Key Content Owners we secured during  
this period included AFL, Barcroft, IMG, Press Association  
and the International Hockey Federation and key Publisher  
wins included the Daily Mail, the Evening Standard,  
The Independent, Muzu TV, AOL and Daily Motion. These 
client wins helped broaden our scale across all of the vertical 
content streams. We seized the opportunity to further 
increase our scale through the acquisition of Preview 
Networks which brought pan-European reach and the assets 
of Sportsyndicator which expanded our network of sports 
Publishers. Throughout 2013, we cultivated new ways to 
further automate our platform, improving features and 
usability for our clients as well as scoping, designing and 
specifying the architecture for our second generation 
platform. Our flotation on AIM in November 2013 enabled  
us to raise Rightster’s profile, fully finance the business and 
solidify our position to further capitalise on the substantial 
market opportunity.
In our third phase of growth, post-IPO, we are focused on 
becoming the dominant player in this rapidly evolving 
market. We’re excited about the forthcoming release of our 
second generation platform which will bring a step-change 
in self-service functionality, benefiting all of our clients. 
Further efficiencies to Rightster’s operations will also  
result and we expect it to enable us to deliver new revenue 
streams. We are also keen to utilise our data capabilities to 
further enhance the audience insight service that we can 
offer to our clients during this phase. In order to further 
accelerate our growth, we will continue to consider strategic 
acquisition opportunities if they could add customers to our 
network, provide additional expertise and monetisation 
potential or expand our geographic footprint.
 
The market opportunity in this sector is huge and growing 
quickly, and Rightster is well configured to take advantage. 
The Board of Directors considers that the leading players in 
this sector are likely to reach hundreds of millions of pounds 
sterling revenue, with the dominant player likely to reach 
billions. We have a strong track record to date, as evidenced 
by our ability to recruit and retain premium clients, and 
consistently grow our scale year-on-year. The continuous 
improvement of the software platform, combined with 
expansion of the breadth and depth of the pre-connected 
network and release of new value-added advanced services 
provide significant upside potential.
 
The outlook for 2014 is promising. I’m delighted that 
Rightster continues to demonstrate acceleration in its  
video traffic with average monthly video views for Q1 2014 
estimated at 355 million per month, a 28% increase on Q4 
2013 and a 147% increase on Q1 2013. We have also proven 
our ability to successfully integrate – I’m thrilled to report 
that, in March 2014, Rightster’s network ranked No.1 in 
Comscore’s UK sports advertising category for unique  
users, reaching 8.3 million unique users in the UK, a direct 
result of the success of our integration of the assets of 
Sportsyndicator. Exciting client wins continue to grow 
Rightster’s scale with Agence France-Presse (AFP), one of 
the world’s leading global news agencies and the India Today 
Group, a significant win in the growing Indian market, being 
recently added to the Rightster network. I’m confident that 
we will continue to build and expand upon our recent 
successes over the coming year, maintain the exceptional 
value that we deliver to our clients and maximise potential 
returns to our shareholders. 
Charles Muirhead 
Chief Executive Officer
16 April 2014
Strategic  
Report
Governance
Financial 
Statements 6 Rightster Group plc Annual Report 201 3
Strategic Report
The Group has achieved tremendous growth during the 
period across all business aspects but most notably 
growth in our network of Content Owners and Publishers, 
growth in revenue and continued investment in the 
growth of our software platform. 
The Rightster network of pre-connected partners ended 
the year with over 850 Content Owners and over 7,500 
Publishers, delivering an average of 249 million video 
views per month in the second half of the year. This 
excludes the impact of live content which is not captured 
in this metric.
The online video industry is evolving rapidly with almost 
all media companies focused on migrating their existing 
business lines to digital revenue streams or on growing 
new digital-only revenue streams. We at Rightster believe 
this can only be economically viable to achieve if the 
distribution and monetisation ecosystem is one of scale; 
to achieve this scale the solution must be strongly 
enabled by software automation, and such automation 
lies at the heart of our business. 
Trading results
Revenue invoiced by Rightster less commission share to our 
partners rose by £4.2 million (versus the 12-month prior 
period ended 31 December 2012
1
), a growth rate of 205%. 
When adjusted for the revenue generated by a major 
contract which was terminated in May 2013, Revenue less 
commission share to our partners rose by £2.6 million, a 
growth rate of 782% (versus the 12-month prior period 
ended 31 December 2012
1
).
We are very pleased to 
present this first set of 
annual results since our 
admission to AIM on  
1 2 November 201 3. 
1 Comparative 12-month information for the year to 31 December 2012 is 
based on full year figures from management accounts. 7 Rightster Group plc Annual Report 201 3
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 or 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 12 months ended  
31 December 2013 was £11.0 million, up from £4.0 million for 
the prior 12-month period ended 31 December 2012
1
.
Operating costs comprising R&D expenses and administration 
and sales expenses rose by £9.5 million compared to the 
12-month prior period ended 31 December 2012
1
, a reflection 
on the continued investment by the Group in software and 
geographic reach of our client facing teams. At the end of the 
year the Group had 183 employees in 11 locations, up from 161 
in four locations at the end of the prior period. Our continued 
investment in automation saw our R&D expenditure grow 
commensurately from £2.2 million for the 12 months ended  
31 December 2012
1
 to £4.3 million for the 12 months ended  
31 December 2013.
Operating losses for the 12-month period ended 31 December 
2013 totalled £17.3 million versus £12.9 million for the 
12-month prior period ended 31 December 2012
1
. These losses 
are generated primarily by costs of employees and related 
expenses and the rental of office premises.
As a technology start up employee stock options are a key 
staff acquisition and retention tool, with the Group awarding 
stock options to all staff members regardless of role, seniority 
or geography. The costs of equity-settled share-based 
payments totalled £0.5 million for the period and will continue 
to be a key charge to the Group’s P&L.
Finance costs related to shareholder loan financing totalled 
£1.7 million for the year, although at year end the Group had 
zero loans as all debt excluding bank overdraft as at the date 
of admission was either converted into equity (£19.7 million) or 
repaid out of the proceeds of admission (£2.5 million).
Acquisitions
As a growth-focused leveraged software business, Rightster 
has a stated view that acquisitions can bring significant 
benefits over purely organic driven growth. Rightster 
completed two acquisitions during the period: the 100% 
acquisition of Preview Networks with offices in Denmark, 
Sweden, Germany, France, Spain and Italy and the acquisition 
from administrators of the assets of Sportsyndicator, a 
UK-based sports display advertising business. Both these 
acquisitions brought immediate benefits to our revenue base 
and product line, and once fully integrated will deliver 
synergistic value to the Group.
Statement of financial position
Rightster is a growth business and cash flow is thus negative. 
Costs are mostly operating related with use of cloud services 
requiring very little investment in capital infrastructure. Cash 
utilised by operating activities was £16.0 million for the 
period, compared to £11.5 million for the 12-month prior 
period ended 31 December 2012
1
. Including the monies 
raised on admission to AIM, the Group successfully raised 
£30.6 million in debt and equity financing during the period 
to fund this operating cash requirement.
The Group ended the year with just over £12.7 million in cash 
and cash equivalents and zero loans. As a business which 
utilises cloud infrastructure we expect our debt/equity 
gearing to remain strong in the future.
Intangible assets which comprise goodwill and intangibles 
that arose on the acquisition of Preview Networks, and 
goodwill that arose on a 25% investment in the prior period  
in Viral Management Limited, are reviewed each year end  
for impairment. The intangibles are amortised over their 
useful lives.
The Group has historically not capitalised R&D, writing it all 
off to the P&L as incurred, as it did not meet the criteria for 
capitalisation under IFRS. With the Group’s admission to AIM 
the Group believes it does now meet the capitalisation 
criteria and has capitalised £0.2 million at the end of the 
current year.
The creation of a holding Group, which was the vehicle 
admitted to AIM, and the resulting share swap by investors in 
the operating Group into the plc resulted in a net reserve 
position (consisting of share premium and merger reserves) 
of £39.9 million at year end. 
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 2013 were up 55% from H1 2013 (249.5 million up from 
160.7 million) and up 102% from H2 2012 (249.5 million up 
from 123.3 million)
• Total video views for the year was 2.461 billion, up from 
875 million over the prior 12-month period.
• Total revenues including commission share for the  
period ended 31 December 2013 was £8.5 million, an 
increase of £5.6 million from the 12-month period to  
31 December 2012
1
• Revenue for the period ended 31 December 2013 was  
£6.2 million, an increase of £4.2 million from the 12-month 
period to 31 December 2012
1
• After allowing for terminated contracts, revenue has 
increased from £0.3 million for the 12-month period ended 
31 December 2012
1
 to £3.0 million for the 12-month period 
ended 31 December 2013 
1 Comparative 12-month information for the year to 31 December 2012 is 
based on full year figures from management accounts.
Strategic  
Report
Governance
Financial 
Statements 8 Rightster Group plc Annual Report 201 3
• Total Transaction Value: 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 12-month 
period ended 2013, the TTV was £11.0 million, up from 
£4.0 million for the 12-month period ended 2012
1
• Gross profit increased to £0.6 million for the 12-month 
period ended 31 December 2013, from a gross loss  
of £3.4 million for the prior 12-month period ended  
31 December 2012
1
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 successfully adapt. 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 conduits 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 needs. 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. Similarly, these protections may not prevent 
competitors from copying, reverse engineering or 
independently recreating 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.
 
Strategic Report continued
1 Comparative 12-month information for the year to 31 December 2012 is 
based on full year figures from management accounts. 9 Rightster Group plc Annual Report 201 3
Mitigation: Since its inception the Group has prioritised 
protection of its Intellectual Property, 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 reporting 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
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.
 
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. 
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 fund-raising 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 of the 12-month period ended 31 December 2013, the 
Group employed 183 staff across ten offices in ten locations, 
51 of whom were female and 132 male. As of the 12-month 
period ended 2013, of the 13 senior members of 
management, one was female. 
Directors 
The directors, who served during the year were as follows:
C S Muirhead  Appointed 30 October 2013
C A de Beer Appointed 30 October 2013
J A Barnett Appointed 30 October 2013
M Lieberman Appointed 12 November 2013
D Mathewson Appointed 12 November 2013
M Broughton Appointed 12 November 2013
All six of the above directors are male.
On behalf of the Board.
Charl de Beer
Chief Financial Officer
16 April 2014
Strategic  
Report
Governance
Financial 
Statements 10 Rightster Group plc Annual Report 201 3 10
1
2
3
4
5
6
7
Board of  
Directors
Our Board brings a  
wealth of knowledge to the 
distribution, monetisation 
and analytics of online video 
through their many years  
of relevant experience in 
this sector. 11 Rightster Group plc Annual Report 201 3 11
1
Mark Lieberman
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 independent 
cable TV ad sales organisation in the US. Previously, he was Co-
founder 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-1990’s, 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 U.S. Department of 
Commerce from 1989-1991 and is a qualified lawyer. Mark is 
on the Advisory Board of Adfin and on the boards of Center 
for Leadership and Learning and Tufts University 
Entrepreneurial Leadership Program. 
2
Charles Muirhead
Chief Executive Officer
At 19, Charles organised the buyout of the Music Bank from 
Hilton Sounds Plc. He then started Orchestream Holdings plc, 
which centralised automated management of intellectual 
property networks. By 24, Charles had raised over £30 million 
in venture capital funding and floated Orchestream Holdings 
plc on the London Stock Exchange and NASDAQ, with a 
market capitalisation peaking at over £1 billion. Charles’s 
previous ventures include: iGabriel NV (now merged with 
Pi-Capital Limited), Nexagent Limited which pioneered 
solution delivery and process automation software for 
outsourced IT services and a small online video production 
company which produced and distributed online TV shows. 
Charles founded Rightster in May 2011. 
3
Charl de Beer
Chief Financial Officer
Charl joined Rightster from a leading premium content  
rights aggregator, On Demand Group Limited (ODG), where  
he spent ten years, the final six of which as chief financial 
officer. Charl’s time at ODG was spent managing the group’s 
licensing and commercial exposure as well as its expansion 
into over 18 international markets. Prior to ODG, Charl was 
finance director of Delapse (Pty) Ltd, a South African based 
multi-media production company focusing on cross-platform 
media solutions, for two-and-a-half years. Charl is a qualified 
Chartered Accountant and completed his training at  
KPMG, Johannesburg.
4
Jack Barnett
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, and currently as the CEO of Kognitio, which provide a 
high-performance platform for advanced analytics; Jack has 
spent much of his career developing and delivering 
innovative solutions to data-driven companies such as BT, 
Bet365, BwinParty, Maersk, TiVo, Sainsbury’s, Safeway, The 
GAP and AIMIA. With an emphasis on business intelligence, 
predictive analytics, consumer insight and loyalty, 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.
5
Michael Broughton
Non-Executive Director
Michael 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.
6
David Mathewson
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 chairman of 24/7 Gaming Group plc and 
non-executive chairman of Macromac plc, both listed on AIM. 
7
Gerard Cranley
Company Secretary
Gerard Cranley has over 20 years’ experience practicing  
as a solicitor in the City of London. He has been a partner  
of Howard Kennedy (now HowardKennedyFsi) and Penningtons 
(now Penningtons Manches LLP), ‘Counsel’ for White & Case LLP 
and senior associate at Weil, Gotshal & Manges LLP. 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. 
Strategic  
Report
Governance
Financial 
Statements
Governance
Strategic  
Report
Financial 
Statements 12 Rightster Group plc Annual Report 201 3 12
Report of the 
Directors
Directors’ Report
The directors are pleased to present their report to 
shareholders and the audited financial statements for the year 
ended 31 December 2013.
Rightster Group plc was incorporated on 30 October 2013 
merging Rightster Limited (incorporated in May 2011), 
Rightster (Gibraltar) Limited (incorporated in July 2012), 
Rightster LLP (incorporated in October 2012) and Rightster 
Inc. (incorporated in April 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 the Company and its subsidiaries.
Principal activity and business model
The principal activity of the Company 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 licenced, ad-funded, direct to 
consumer or paid placement basis.
Results and dividends
The results for the period ended 31 December 2013 are set 
out in the consolidated income statement. 
The directors do not propose payment of a dividend for the 
year ended 31 December 2013.
Review of the period
A comprehensive analysis of the Group’s progress and 
development is set out in the Chairman’s statement, the CEO’s 
Report and the Strategic Report. This analysis includes 
comments on the position of the Group at the end of the 
financial period.
Significant events
In April 2013 the Group acquired 100% of the issued share 
capital of Preview Networks ApS (Preview Networks), a
Danish based film trailer and paid placement distribution 
business. The Group paid consideration of €2.1 million  
(£1.8 million) in the form of loan notes. Preview Networks has 
operations in Scandinavia, France, Germany, Spain and Italy 
and delivers many thousands of additional Publishers to 
Rightster’s existing Publisher base as well as a large portfolio 
of rights holders. Preview Networks is still currently being 
integrated within the Rightster business and the Group 
believes significant revenues will be generated as the two 
entities’ product and service offerings are fully integrated. 
Preview Networks employs approximately 25 staff.
In August 2013 the Group acquired out of administration the 
business and assets of Sportsyndicator, a sports focused 
Publisher network, for consideration of £300,000. A small 
staff complement was absorbed into the Group.
Significant shareholdings
Shareholder
No. of Ordinary 
Shares
Percentage of 
issued share 
capital
Vesuvius Limited 50,459,092 43.4%
Invesco Asset Management  
Limited 33,333,333 28.6%
Charles Muirhead 7,110,666 6.1%
Plum Tree Limited 5,561,817 4.8%
Penta Asset Management Limited 4,491,552 3.9%
 
The director’s interests are shown in the Remuneration Report.
Related party transactions
Details of all related party transactions are set out in note 29 
to the financial statements.
Corporate governance
The Director’s statement on Corporate Governance is set out 
on pages 14–16 and forms part of this report. 13 Rightster Group plc Annual Report 201 3 13
Going concern assessment
The consolidated financial statements have been prepared  
on the going concern basis on the assumption that the Group 
and Company continue in operational existence for the 
foreseeable future. The Group made a loss of £19,389,934  
for the year ended 31 December 2013 (period ended  
31 December 2012: loss of £12,113,622). 
The Group’s business and operations have experienced rapid 
growth but the Group is still loss making and highly cash 
consumptive. If the Group fails to effectively manage this 
growth in the future, its operations could be harmed and 
profitability reduced. This future growth could place 
significant demands on the Group’s operational and  
financial infrastructure.
Rightster’s value proposition relies on its ability to manage  
the complexity of the online video market (multiple 
destination sites, multiple devices, multiple monetisation 
models, global footprint etc.). As the market evolves, and the 
Group grows, the potential for operational complexity will 
increase significantly. The growth of the Group’s sales and 
profits in the future, as detailed in its forecasts, will depend,  
in part, on its ability to take advantage of this growing 
complexity, including expanding its operations, launching new 
products, expanding into new geographies and adapting to 
evolving market dynamics. In order to manage its planned 
expansion, it will need continually to monitor and manage the 
cost base, evaluate the adequacy of its working capital, 
management capability, operational procedures, financial 
controls and information systems. 
The directors remain confident that the Group’s forecasts are 
achievable, and that actions are available to them that will be 
adequate to ensure that any reasonably foreseeable shortfall 
in forecast revenues is mitigated by cost savings. Accordingly, 
the going concern basis of accounting has been adopted in 
preparing these consolidated financial statements.
Future outlook
The Board is confident of the Group’s outlook for 2014. Its  
aim is to further enhance Rightster’s presence in the OTT 
video sector. The release of our second generation platform 
later in the year is expected to propel the business forward 
– clients will benefit from a full self-service solution for 
controlling the distribution and monetisation of their video 
content online, achieving greater results more efficiently than 
less technology-focused competitors. Acquisitions will be 
pursued where the directors consider that there is clear value 
through the addition of expertise, customers, monetisation 
potential or geographic footprint.
Annual General Meeting 
The Company’s first Annual General Meeting is scheduled to 
take place in June 2014.
Auditors
Grant Thornton UK LLP were appointed as auditors on  
31 October 2013 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.
Charl de Beer
Chief Financial Officer
16 April 2014
Strategic  
Report
Governance
Financial 
Statements
Governance
Strategic  
Report
Financial 
Statements 14 Rightster Group plc Annual Report 201 3 14
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.
 
The Board constitution and procedures composition
As at 31 December 2013, 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.
 
All of the directors have served since the date of Rightster’s 
admission to AIM.
 
At the time of the Company’s admission to AIM, Mr Lieberman 
was described as an Interim Chairman and it was stated that 
the Board intended to appoint a permanent Chairman within 
six months. The Board considers that, having regard to all  
the relevant circumstances including the knowledge and 
experience of the Board generally, it would be appropriate for 
Mr Lieberman to continue in the role of Chairman and the 
Board is no longer searching for a replacement Chairman.
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. 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, especially those relating to 
strategy in the fast-evolving business in which Rightster  
is involved. 
 
Chief Executive Officer
The Chief Executive Officer is responsible for leadership of the 
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 has met regularly since Rightster’s admission to 
AIM on 12 November 2013. Board meetings were held at least 
monthly and were attended by all members of the Board. 
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 agreed by the Board, are 
followed up and reviewed at subsequent board meetings to 
ensure their completion.
 
Statement on 
Corporate 
Governance 15 Rightster Group plc Annual Report 201 3 15
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
 
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 the Company’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 
Annual General Meeting (AGM) if they have held office at the 
two preceding AGMs. Since the AGM to be held in June 2014 
will be Rightster’s first AGM, no members of the Board are 
required to submit themselves for re-election. However, the 
Board has decided to voluntarily comply with the Code 
requirements that directors of companies in the FTSE 350 
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.
 
In addition, 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.
 
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 regard to their skills, 
knowledge, experience and credentials. 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.
 
Strategic  
Report
Governance
Financial 
Statements
Governance
Strategic  
Report
Financial 
Statements 16 Rightster Group plc Annual Report 201 3 16
Relationship with shareholders
Primary responsibility for effective communication with 
shareholders lies with the Chairman, but all the Company’s 
directors are available to meet with shareholders throughout 
the year. The Chief Executive Officer and Chief Financial 
Officer have been and it is expected that they will continue to 
be particularly active in meeting with and preparing 
presentations for analysts and institutional investors. 
Rightster endeavours to answer all queries raised by 
shareholders promptly.
 
The Company’s largest shareholder is Vesuvius Limited 
(Vesuvius) which, as at the date of this report, held circa 43.4% 
of Rightster’s issued share capital. Rightster, Vesuvius 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. A 
number of undertakings given by Vesuvius in the relationship 
agreement will fall away when Vesuvius, together with 
persons associated with it, ceases to hold shares carrying  
30% or more of the voting rights in Rightster.
 
Statement on Corporate 
Governance continued
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 analysts’ views 
and opinions.
 
Whenever required, the Executive Directors and the Chairman 
communicate with the Company’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 Righter’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.
 
By order of the Board.
Gerard Cranley
Company Secretary
16 April 2014 17 Rightster Group plc Annual Report 201 3 17
Directors’ 
Remuneration 
Report
The Remuneration Committee (the 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 one meeting 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 2013. 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 profit 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 2013. 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 is 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 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.
Strategic  
Report
Governance
Financial 
Statements
Governance
Strategic  
Report
Financial 
Statements 18 Rightster Group plc Annual Report 201 3 18
Non-executive director appointment letters
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 will, following Admission,  
be paid a consultancy fee of £11,000 in respect of services provided to the Group during the period 1 April 2013 to Admission. 
Mark Lieberman and David Mathewson have each been granted share options in the Company, conditional on Admission, as set 
out below.
 
Audited information
Salary
£
Bonus
£
Aggregate 
emoluments
£
C S Muirhead 245,100 245,283 490,383
C A de Beer 103,056 24,000 127,056
Non-executive directors
The non-executive directors serve under contracts and have received fees in 2013 as detailed in the table below:
Fees
£
Bonus
£
Aggregate 
emoluments
£
Vesuvius Limited (J Barnett appointed as nominee) 29,833 – 29,833
M Lieberman 24,333 – 24,333
D Mathewson 9,583 – 9,583
Sports Investment Partners LLP  
(M Broughton appointed as nominee) 13,889 – 13,889
 
Share options
Under the Group’s share option scheme that was introduced in September 2013, executives may be awarded shares. The vesting 
of the award is 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 2013 were as follows:
Date of  
grant
Granted during  
the year
As at  
31 December 
2013
Exercise  
prices
Vesting  
Dates
C S Muirhead Nov 2013 4,000,000 4,000,000 £0.90–£1.80 Nov 2014–2017
C A de Beer Oct 2013 760,000 760,000 £0.05–£0.075 Sep 2012–2016
 
Directors’ Remuneration Report 
continued 19 Rightster Group plc Annual Report 201 3 19
The interests of the non-executive directors in Ordinary Shares subject to awards under this plan as at 31 December 2013 were  
as follows:
Date of  
grant
Granted during  
the year
As at  
31 December  
2013
Exercise  
prices
Vesting  
dates
J A Barnett – – – – –
M Lieberman Nov 2013 320,000 320,000 £0.075 Apr 2014–2017
D Mathewson Oct 2013 300,000 300,000 £0.60 Nov 2014–2018
M Broughton – – – – – 
In addition to the above, 2,326,031 warrants were issued to Sports Investment Partners LLP a partnership in which M Broughton 
is a member. 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 29 of the accounts under Related  
Party Transactions.
Mark Lieberman
Chairman of the Remuneration Committee
16 April 2014
Strategic  
Report
Governance
Financial 
Statements
Governance
Strategic  
Report
Financial 
Statements 20 Rightster Group plc Annual Report 201 3 20
Statement of 
Directors’ 
Responsibilities
The directors are responsible for preparing 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 elected to prepare the financial statements in 
accordance with International Financial Reporting Standards 
(IFRS) as adopted by the European Union. Under company law 
the Directors must not approve the financial statements 
unless they are satisfied that they give a true and fair view of 
the state of affairs of the 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.
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 auditors are 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 auditors are 
aware of that information. 21 Rightster Group plc Annual Report 201 3
Report of the Independent 
Auditor to the Members of 
Rightster Group plc
For the year ended 31 December 2013
Independent auditor’s report to the members of Rightster 
Group plc
We have audited the Group financial statements of Rightster 
Group plc for the year ended 31 December 2013 which comprise 
the Consolidated Income Statement and Consolidated 
Statement of Comprehensive Income, Consolidated Statement 
of Financial Position, Consolidated Statement of Cashflow, 
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 Directors’ Responsibilities 
Statement set out on page 20, 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/apb/scope/private.cfm
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 2013 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 2013.
Mark Henshaw
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP  
Statutory Auditor, Chartered Accountants  
London
16 April 2014
Governance
Strategic  
Report
Financial 
Statements 22 Rightster Group plc Annual Report 201 3
Consolidated Income Statement 
and Consolidated Statement of 
Comprehensive Income
For the year ended 31 December 2013
Note 
12 months
ended  
31 December  
2013
£
9 months
ended  
31 December  
2012
£
Total revenues including commission share 8,533,394 2,771,479
Less commission share (2,369,842) (919,907)
Revenue 6,163,552 1,851,572
Cost of sales (5,529,929) (5,328,408)
Gross profit/(loss) 633,623 (3,476,836)
Research and development expenses (4,314,342) (2,219,034)
Administration (13,665,038) (6,244,507)
Share of result in associates 27,191 5,837
Operating loss 7 (17,318,566) (11,934,540)
Exceptional items 8 (492,618) –
Finance income 1,464 225
Finance costs 9 (1,537,900) (175,281)
Loss before tax 7 (19,347,620) (12,109,596)
Analysed as
Loss before tax adjusted for non-cash charges and R&D costs (13,841,687) (9,768,799)
Research and development (4,340,850) (2,219,035)
Equity settled share-based payments (560,587) –
Depreciation (244,019) (80,095)
Amortisation (360,477) (41,667)
Loss before tax (19,347,620) (12,109,596)
Income tax expense 10 (42,314) (4,026)
Loss attributable to equity holders of the parent (19,389,934) (12,113,622)
Statement of Comprehensive Income
Loss for the year (19,389,934) (12,113,622)
Items that may be reclassified subsequently to profit or loss
Exchange loss on translation of foreign subsidiaries (26,508) –
Total comprehensive income for the year attributable to owners of the parent (19,416,442) (12,113,622)
Loss per share (basic and diluted)
Basic and diluted loss per Ordinary Share (pence) 11 34.4p 30.7p
All transactions arise from continuing operations. 23 Rightster Group plc Annual Report 201 3
Consolidated Statement  
of Financial Position
As at 31 December 2013
Note
At 31  
December  
2013  
£
At 31  
December  
2012  
£
Non-current assets
Intangible assets 13 2,666,844 487,374
Property, plant and equipment 14 436,798 623,406
Investments accounted for using the equity method 26 45,154 18,383
Deferred tax asset 16 29,097 14,877
3,177,893 1,144,040
Current assets
Trade and other receivables 17 2,172,246 2,475,702
Cash and cash equivalents 12,719,074 1,212,585
14,891,320 3,688,287
Current liabilities
Trade and other payables 18 (4,709,903) (4,083,386)
Borrowings and other financial liabilities 19 (229,559) (7,500,000)
(4,939,462) (11,583,386)
Non-current liabilities
Deferred tax 16 (107,164) –
Net assets/(liabilities) 13,022,587 (6,751,059)
Equity
Share capital 21 116,372 3,353
Share premium 23 23,563,470 8,256,230
Deferred share capital 22 6,660,000 –
Merger reserve 23 (24,059,625) –
Merger relief reserve 23 40,410,393 –
Retained earnings (33,641,515) (15,010,642)
Translation reserve (26,508) –
Total equity 13,022,587 (6,751,059)
The financial statements on pages 22 to 49 were authorised for issue by the Board of Directors on 16 April 2014 and were signed 
on its behalf by
Charles Muirhead
Director
Governance
Strategic  
Report
Financial 
Statements 24 Rightster Group plc Annual Report 201 3
12 months  
ended  
31 December
2013  
£
9 months  
ended  
31 December
2012  
£
Operating activities
Loss before tax (19,347,620) (12,109,596)
Adjustments:
Depreciation and amortisation 604,496 121,762
Finance income – (225)
Finance costs 1,651,916 175,281
Movement in foreign exchange 420 –
Share-based payment charges 560,587 –
Share of profit from associates (27,191) (5,837)
Decrease/(increase) in trade and other receivables 978,476 (2,103,551)
(Decrease)/increase in trade and other payables (427,931) 3,290,125
Cash outflow from operating activities (16,006,847) (10,632,041)
Investing activities
Purchase of property plant and equipment (57,411) (667,223)
Purchase of intangible assets (265,382) (60,000)
Investment in associate – (243,750)
Purchase of subsidiary undertaking (224,378) –
Interest received – 225
Interest paid (28,450) –
Cash outflow from investing activities (575,621) (970,748)
Cash flows from financing activities
Issue of share capital 20,499,998 7,256,340
Loan finance raised 11,799,136 5,403,950
Loans to associates (100,000) –
Share issue costs (1,789,837) –
Repayment of loan notes (2,549,899) –
Net cash inflow from financing 27,859,398 12,660,290
Net change in cash and cash equivalents 11,276,930 1,057,501
Movement in net cash
Cash 1,212,585 155,084
Bank overdraft – –
Cash and cash equivalents, beginning of period 1,212,585 155,084
Increase in cash and cash equivalents 11,276,930 1,057,501
Cash and cash equivalents, end of period 12,489,515 1,212,585
Cash 12,719,074 1,212,585
Bank overdraft (229,559) –
Cash and cash equivalents, end of period 12,489,515 1,212,585
Consolidated Statement  
of Cash Flows
For the year ended 31 December 2013 25 Rightster Group plc Annual Report 201 3
Consolidated Statement  
of Changes in Equity
For the year ended 31 December 2013
Share
capital
£
Share
premium
£
Merger
reserve
£
Deferred
share capital
£
Merger relief
reserve
£
Translation
reserve
£
Retained
earnings
£
Total
Equity
£
At 31 March 2012 3,343 999,900 – – – – (2,897,020) (1,893,777)
Shares issued during 
the period 10 7,256,330 – – – – – 7,256,340
Transactions with 
owners 10 7,256,330 – – – – – 7,256,340
Other comprehensive 
income
Loss and total 
comprehensive 
income for the 
period – – – – – – (12,113,622) (12,113,622)
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
Loss for the year – – – – – – (19,389,934) (19,389,934)
Conversion of 
embedded 
derivatives – – – – – – 198,474 198,474
Transactions with 
owners 113,019 15,307,240 (24,059,625) 6,660,000 40,410,393 – (18,630,873) 19,800,154
Other comprehensive 
income
Exchange loss on 
translation of foreign 
subsidiaries – – – – – (26,508) – (26,508)
At 31 December 2013 116,372 23,563,470 (24,059,625) 6,660,000 40,410,393 (26,508) (33,641,515) 13,022,587
Governance
Strategic  
Report
Financial 
Statements 26 Rightster Group plc Annual Report 201 3
Notes to the Financial Statements
For the year ended 31 December 2013
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 5th Floor, 33 Cavendish Square, London W1G 0PW. 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 2013 comprise the Company and its 
subsidiary (together referred to as the Group). The Group provides an online video distribution and marketing network, providing 
Content Owners, 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 Statement on pages 2 to 3. In addition, note 27 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
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, bank and other loan facilities, of equity markets. The cash holdings of the Group at  
31 December 2013 were £12,719,074.
The directors have prepared detailed cash flow projections for the year to 31 December 2017 (the Projections) which are based 
on their current expectations of trading prospects. The Projections indicate that the Group is capable of operating within the 
financing facilities noted above and of meeting its liabilities as they fall due for a period of not less than 12 months from the date 
of these financial statements. Whilst there is uncertainty over the future levels of event income, the Directors have concluded 
that it is appropriate to continue to adopt the going concern basis in preparing these financial statements.
Group reconstruction
The merger method of accounting has been used to consolidate the results of the subsidiary undertaking 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 the 
subsidiary undertaking 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.
2.1 Going concern
Rightster Limited was incorporated in May 2011 and has incurred significant losses since incorporation. In the opinion of the 
Group’s Board of Directors (BOD) these losses are consistent with the financial profile of the early life of a ‘Software as a Service’ 
technology company: upfront investment is made in scoping, designing and building the technology platform along with 
investment in client facing staff who take the platform to market. This investment outstrips revenues for a substantial period but 
in time the investment in R&D is expected to stabilise, whilst new revenues are expected to contribute to an increasing operating 
margin. The consequence of developing a single technology platform is that additional revenues deliver a very high gross margin 
as the investment in the platform has already been made.
On a monthly basis, and at the end of each reporting year, the Group’s Board of Directors reviews the cash facilities of the 
Company and assesses its ability to continue to fund its ongoing operations in order to confirm that the Group continues to be a 
going concern. 27 Rightster Group plc Annual Report 201 3
2 Basis of preparation continued
2.2 Adoption of new and revised standards
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.
• IFRS 9 Financial instruments: Classification and measurement
• IFRS 10 Consolidated Financial Statements 1 January 2014
• IFRS 11 Joint Arrangements 1 January 2014
• IFRS 12 Disclosure of Interests in Other Entities 1 January 2014
• IFRS 13 Fair Value Measurement 1 January 2013
• IAS 28 (Revised) Investments in Associates and Joint Ventures 1 January 2014
• Amendments to IAS 1 Presentation of Items of Other Comprehensive Income 1 July 2012
• Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities 1 January 2014
• Mandatory Effective Date and Transition Disclosures – Amendments to IFRS 9 and IFRS 7 (effective 1 January 2015)
3 Statement of compliance
The financial statements have been prepared in accordance with the accounting policies and presentation required by 
International Financial Reporting Standards and International Financial Reporting Interpretations Committee (IFRIC) 
Interpretations as endorsed by the European Union. They are presented in pounds sterling.
4 Summary of accounting policies
The Company’s presentation and functional currency is £ (sterling).
4.1 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 or impairment of the 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.
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.
4.2 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 have been met.
Governance
Strategic  
Report
Financial 
Statements 28 Rightster Group plc Annual Report 201 3
Notes to the Financial Statements 
continued
For the year ended 31 December 2013
4 Summary of accounting policies continued
4.2 Revenue continued
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 a consumer who pays a subscription fee for access to the video.
In the normal course of business, the Group therefore acts as an agent in executing transactions between these third parties.
In connection with these arrangements, the Group 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 or loss. Accordingly, the impact 
on operating profit or loss is the same whether the Group 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 
Group is acting as the principal or an agent in the transaction. If the Group is acting as a principal in a transaction, the Group 
reports revenue on a gross basis. If the Group is acting as an agent in a transaction, the Group reports revenue on a net basis. The 
determination of whether the Group is acting as a principal or an agent in a transaction involves judgement and is based on an 
evaluation of the terms of each arrangement.
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.
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.
Direct to consumer
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.
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.
4.3 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. 29 Rightster Group plc Annual Report 201 3
4 Summary of accounting policies continued
4.4 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. 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.
 
4.5 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.
Corporate assets which are not directly attributable to the business activities of any operating segment are not allocated.
Segmental information is presented in accordance with IFRS 8 for all periods presented.
4.6 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.
4.7 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 Three years straight line basis
Computer equipment Three 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 asset’s 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.
Governance
Strategic  
Report
Financial 
Statements 30 Rightster Group plc Annual Report 201 3
Notes to the Financial Statements 
continued
For the year ended 31 December 2013
4 Summary of accounting policies continued
4.8 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 to sell 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, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is 
treated as a revaluation decrease.
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, unless the relevant assets are carried at a revalued 
amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
4.9 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 – five years
• Technology – one to two years
• Software – three years
4.10 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 to sell 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.
 
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 cash-generating units and is not 
amortised but tested annually for impairment. Impairment losses in respect of goodwill cannot be subsequently reversed. 31 Rightster Group plc Annual Report 201 3
4 Summary of accounting policies continued
4.11 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 each balance sheet date. In addition, all internal activities related to 
the research and development of new projects are continuously monitored by the directors.
4.12 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.
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.
Governance
Strategic  
Report
Financial 
Statements 32 Rightster Group plc Annual Report 201 3
Notes to the Financial Statements 
continued
For the year ended 31 December 2013
4 Summary of accounting policies continued
4.13 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 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 subsequently measured at amortised cost using the 
effective interest method.
Financial liability instruments
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; and
• The embedded derivative reflecting the conversion feature, which is carried at fair value through the profit or loss.
The valuation of the embedded derivatives are performed at inception of the loan and at each reporting date thereafter. On 
conversion the embedded derivative is extinguished directly through equity.
4.14 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.
4.15 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.
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.
4.16 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 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. 33 Rightster Group plc Annual Report 201 3
4 Summary of accounting policies continued
4.17 Employee benefits
The Group operates a defined contribution pension plan on behalf of its employees, and amounts due are expensed as they  
fall due.
4.18 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.
 
4.19 Settlement discounts
Where discounts are negotiated for early settlement of liabilities these are recognised within the income statement.
4.20 Exceptional items
The Group separately discloses items which it determines are non-recurring exceptional items. These are non-recurring items or 
annual 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.
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 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.
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 six months.
Deferred taxation
Deferred tax assets and liabilities have been recognised which are contingent and dependent upon future trading performance.
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 each balance sheet date.
Governance
Strategic  
Report
Financial 
Statements 34 Rightster Group plc Annual Report 201 3
Notes to the Financial Statements 
continued
For the year ended 31 December 2013
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 more than 10% of the Group’s revenues. The breakdown of net assets and capital expenditure for 
geographic reporting has not been shown as it can only be provided as an arbitrary breakdown. Non-current assets held in Denmark 
were £535,819 at 31 December 2013 (December 2012: £Nil); all other non-current assets were held in the United Kingdom.
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.
12 months ended 
31 December 
2013  
£
9 months ended 
31 December  
2012  
£
Revenue
United Kingdom & Ireland 4,604,059 2,678,276
United States of America 284,891 44,031
Europe 2,661,401 49,172
Rest of the world 983,043 –
Total revenue 8,533,394 2,771,479
Less commission share (2,369,842) (919,907)
Revenue 6,163,552 1,851,572
Cost of sales (5,529,929) (5,328,408)
Gross profit/(loss) 633,623 (3,476,836)
Administration (17,979,380) (8,463,541)
Share of result in associates 27,191 5,837
Operating loss (17,318,566) (11,934,540)
The Group identified three revenue streams, Advertising, Subscriptions and Theatrical. The analysis of revenue by each stream is 
detailed below.
12 months ended 
31 December  
2013  
£
9 months ended 
31 December  
2012  
£
Advertising 4,149,526 1,851,572
Subscriptions 927,435 –
Theatrical 1,086,591 –
6,163,552 1,851,572 35 Rightster Group plc Annual Report 201 3
7 Operating loss and loss before taxation
The operating loss and the loss before taxation are stated after:
12 months ended 
31 December 
2013  
£
9 months ended 
31 December  
2012  
£
Auditor’s remuneration:
– Audit services 52,500 85,500
– Tax advisory services – 50,000
– Other services 287,454 100,500
Operating lease rentals – land and buildings 1,410,820 566,210
Depreciation: property, plant and equipment 244,019 80,095
Amortisation 360,477 41,667
Foreign exchange loss 35,401 38,599
8 Exceptional items
12 months ended 
31 December 
2013  
£
9 months ended 
31 December  
2012  
£
IPO costs 492,618 –
492,618 –
9 Finance costs
12 months ended 
31 December 
2013  
£
9 months ended 
31 December  
2012  
£
Interest payable 1,600,672 175,281
Movement in fair value of derivative instruments 51,244 – 
Discount on early settlement of loan notes (114,016) –
1,537,900 175,281
 
10 Tax expense
Major components of tax expense
12 months ended 
31 December  
2013
£
9 months ended 
31 December  
2012
£
Current tax:
UK corporation tax at 23.25% (2012: 24%) – –
Foreign tax
Overseas tax 128,629 –
Total current tax 128,629 –
Deferred tax:
Originations and reversal of temporary differences (86,315) (4,026)
Tax on profit on ordinary activities 42,314 (4,026)
Governance
Strategic  
Report
Financial 
Statements 36 Rightster Group plc Annual Report 201 3
Notes to the Financial Statements 
continued
For the year ended 31 December 2013
10 Tax expense continued
UK corporation tax is calculated at 23.25% (2012: 24%) of the estimated assessable profit 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 profit per 
the income statement as follows:
Reconciliation of effective tax rate:
 
12 months ended 
31 December 
2013  
£
9 months ended 
31 December  
2012  
£
Loss on ordinary activities before tax (19,347,620) (12,109,596)
Income tax using the Company’s domestic tax rate 23.25% (2012: 24%) (4,498,322) (2,906,303)
Effect of:
Expenses not deductible for tax purposes 226,114 94,057
Amortisation of intangible assets 83,810 10,000
Overseas subsidiaries taxed at different rates 37,518 –
Difference in capital allowances and depreciation/amortisation 14,220 4,026
Unutilised tax losses carried forward 4,178,974 2,802,246
Total tax charge for period 42,314 4,026
 
11 Loss per share
Both the basic and diluted earnings per share have been calculated using the loss after tax attributable to shareholders of 
Rightster Limited as the numerator, i.e. no adjustments to losses were necessary in 2012 or 2013. 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.
12 months ended 
31 December 
2013  
£
9 months ended 
31 December  
2012  
£
Loss for the year attributable to ordinary shareholders (19,389,934) (12,113,622)
Research and development costs charged to income 4,340,850 2,219,035
Equity settled share-based payments 560,587 –
Amortisation and depreciation 604,496 121,762
Adjusted loss for the period attributable to the equity shareholders (13,884,001) (9,772,825)
Rightster Limited
Weighted average number of Ordinary Shares 56,425,434 39,459,714
Basic and diluted loss per Ordinary Share (pence) 34.4p 30.7p
Adjusted basic and diluted loss per Ordinary Share (pence) 24.6p 24.8p
 
The weighted average number of shares has been 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. 37 Rightster Group plc Annual Report 201 3
12 Directors and employees
The average number of persons (including directors) employed by the Group during the years were:
 
12 months ended 
31 December 
2013
Number
9 months ended 
31 December  
2012
Number
Finance and administration 24 11
Technology and solution delivery 110 106
Sales, account management and audience development 59 44
193 161
The aggregate cost of these employees was:
12 months ended 
31 December 
2013  
£
9 months ended 
31 December  
2012  
£
Wages and salaries 9,728,897 3,671,621
Payroll taxes 932,381 304,272
Pension contributions 166,781 83,915
10,828,059 4,059,808
Directors’ emoluments paid during the period and included in the above figures were:
12 months ended 
31 December 
2013  
£
9 months ended 
31 December  
2012  
£
Emoluments 617,439 229,100
The highest paid director received emoluments totalling £490,383 (2012: £220,100). The Group considers that the Directors  
are the key management personnel. The amount of share-based payments charge (see Note 24) which relates to the Directors 
was £35,509.
 
Governance
Strategic  
Report
Financial 
Statements 38 Rightster Group plc Annual Report 201 3
Notes to the Financial Statements 
continued
For the year ended 31 December 2013
13 Intangible assets
Goodwill
£
Software
£
Technology
£
Customer 
relationships
£
Total
£
Cost
At 31 March 2012 – 250,000 – – 250,000
Additions 487,374 – – – 487,374
Disposals – – – – –
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
Amortisation
At 31 March 2012 – 208,333 – – 208,333
Charge for the period – 41,667 – – 41,667
Disposals – – – – –
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
Net Book Value
At 31 March 2012 – 41,667 – – 41,667
At 31 December 2012 487,374 – – – 487,374
At 31 December 2013 1,865,643 – 452,725 348,476 2,666,844
Goodwill is not amortised, but tested annually for impairment with the recoverable amount being determined from value in  
use calculations.
As at 31 December 2013, 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.
As at 31 December 2013, 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.  39 Rightster Group plc Annual Report 201 3
14 Property, plant and equipment 
Computer
equipment  
£
Fixtures &
fittings  
£
Total  
£
At 31 March 2012 30,411 9,974 40,385
Additions 658,976 8,247 667,223
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
Depreciation
At 31 March 2012 1,559 2,548 4,107
Charge for the period 79,877 218 80,095
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
Net book value
At 31 March 2012 28,852 7,426 36,278
At 31 December 2012 607,951 15,455 623,406
At 31 December 2013 421,295 15,503 436,798
 
15 Acquisitions
Viral Management Limited
On 18 October 2012 the Company purchased 25% of the issued share capital of Viral Management Limited for consideration of 
£500,000, of which £243,750 was paid in cash and the balance in shares. The investment has been accounted for as an associate 
as detailed in note 26 and goodwill of £487,376 was recognised on acquisition representing expected synergies and other 
benefits from the combination.
Preview Networks ApS
On 19 April 2013 Rightster Limited acquired the whole issued share capital of Preview Networks ApS. The consideration 
consisted of €1,443,000 unsecured convertible loan notes which convert into fully paid shares at a conversion price on a 
qualifying fundraising and €661,000 loan notes repayable by 31 May 2013. The primary reason for the acquisition was due to 
expected synergies when the businesses were combined.
The details of the acquisition are as follows:
Consolidated assets & liabilities acquired
 
Book Value
£
Fair Value 
Adjustments
£
Fair Value
£
Assets
Other intangible assets – 896,296 896,296
Deferred tax assets 735,221 (735,221) –
Trade and other receivables 575,019 – 575,019
Cash and cash equivalents 4,512 – 4,512
Trade and other payables (899,308) – (899,308)
Deferred tax liabilities – (179,259) (179,259)
Net assets acquired 415,444 (18,184) 397,260
Goodwill capitalised 1,378,269
Consideration given in the form of loan notes 1,775,529
Governance
Strategic  
Report
Financial 
Statements 40 Rightster Group plc Annual Report 201 3
Notes to the Financial Statements 
continued
For the year ended 31 December 2013
15 Acquisitions continued
Goodwill relating to the acquisition amounted to £1,378,269. Goodwill represents the fair value of the expected synergies and 
other benefits from combining the net assets of Preview Networks ApS with those of Rightster Limited. Transaction expenses 
charged to the income statement were £142,634.
The Group’s results for the year reflect post acquisition revenue from Preview Networks ApS of £1,086,591 and a loss before tax 
of £444,756. Had Preview Networks ApS been acquired on 1 January 2013, it would have contributed revenue of £1,854,304 and 
a loss before tax of £641,773.
Gross contractual amounts receivable on acquisition were £575,019 and these were expected to be received in full.
 
16 Deferred taxation assets and liabilities
Deferred tax recognised:
Deferred tax assets
At 31 December
2013
£
At 31 December
2012
£
Difference in depreciation and capital allowances 29,097 14,877
Deferred tax liabilities
Intangible assets (107,164) –
(78,067) 14,877
Unutilised tax losses carried forward which have not been recognised as a deferred tax asset at 31 December 2013 were 
£18,272,980.
Reconciliation of movement in deferred tax
 
Other temporary 
differences
£
Depreciation in 
excess of capital 
allowances
£
Total
£
As at 31 March 2012 – 18,903 18,903
Recognised in the income statement – (4,026) (4,026)
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
17 Trade and other receivables
 
At 31 December
2013
£
At 31 December
2012
£
Trade receivables 1,182,516 738,920
Less provision for impairment (262,633) (15,913)
Net trade receivables 919,883 723,007
Other receivables 1,252,363 1,752,695
2,172,246 2,475,702
  41 Rightster Group plc Annual Report 201 3
17 Trade and other receivables continued
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.
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
2013
£
At 31 December
2012
£
Not more than three months 322,384 31,814
More than three months but not more than six months 258,791 511,594
More than six months but not more than one year 97,183 1,440
More than one year 19,936 130
698,294 544,978
18 Trade and other payables
 
At 31 December
2013
£
At 31 December
2012
£
Trade payables 2,394,788 1,756,193
Other payables 173,622 12,082
Other taxation and social security 281,236 484,504
Deferred income 54,167 550,402
Accruals 1,806,090 1,280,205
4,709,903 4,083,386
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 56 days (December 2012: 57 days).
 
19 Borrowings and other financial liabilities
 
At 31 December
2013
£
At 31 December
2012
£
Bank loans and overdrafts 229,559 –
Loans and other borrowings – 7,500,000
229,559 7,500,000
Preview Networks ApS has a bank facility with Jyske Bank up to DKK2.4 million (£271,000) and the bank holds a charge over the 
assets of Preview Networks ApS.
Loans outstanding at 31 December 2012 of £7,500,000 provided investors with a first right of conversion to shares during an 
approved financing of the business, during the year to 31 December 2013 the loans were converted into shares in Rightster 
Limited prior to the share for share exchange with Rightster Group plc.
Governance
Strategic  
Report
Financial 
Statements 42 Rightster Group plc Annual Report 201 3
Notes to the Financial Statements 
continued
For the year ended 31 December 2013
20 Derivative financial instruments
Financial liabilities
On 19 April 2013, the Group issued a €1,443,000 unsecured convertible loan note. The loan note converted into fully paid shares 
at a conversion price on a qualifying fundraising. In November 2013 the loan note was converted into shares and therefore is not 
a liability at 31 December 2013.
The Euro convertible loan note was treated as a financial liability, while the equity conversion feature being an embedded 
derivative which was not closely related to the ‘host’ debt instrument. The combined instrument was, therefore, split between:
• The ‘host’ debt instrument being a non-convertible debt, which was recognised at amortised cost using the effective interest 
rate; and
• The embedded derivative reflecting the conversion feature, which was carried at fair value through profit or loss.
The embedded derivative was defined as the value of a derivative liability (written option) to issue own shares in exchange for 
the cancellation of the €1,443,000 debt. The valuation took into account the time value of the option as restricted by the issuer’s 
ability to repay the loan note (at principal) at any time.
The valuation of the embedded derivative was performed at inception of the loan (April 2013) and at each reporting date 
thereafter. At 30 June 2013 the embedded derivative was valued at £198,474 resulting in a change to the income statement of 
£51,244 representing the movement in the fair value of the embedded derivative between initial recognition and 30 June 2013.
The loan was converted on 12 November 2013 and subsequently on conversion the embedded derivative was recycled  
through equity.
21 Share capital
Ordinary Share capital
At 31 December 2013 
Number £
Ordinary Shares of £0.001 116,372,334 116,372
Total Ordinary Share capital of the Company 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 23.
22 Deferred share capital
At 31 December 2013 
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 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. 43 Rightster Group plc Annual Report 201 3
23 Reconciliation of share capital
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 one 
Ordinary Share 
for 999 Deferred 
Shares and one 
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 of 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 one Ordinary Share 
for 999 Deferred Shares and one 
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
Governance
Strategic  
Report
Financial 
Statements 44 Rightster Group plc Annual Report 201 3
Notes to the Financial Statements 
continued
For the year ended 31 December 2013
23 Reconciliation of share capital continued
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 23,563,470 (24,059,625) 40,410,393
24 Share options
During the year to 31 December 2013 Rightster Limited operated an unapproved share option scheme. The options were granted 
on 30 May 2013 and the Company used the Black-Scholes valuation model for estimating the grant date fair value of employee 
share options granted using the following assumptions:
Options
Expected option life Four years
Expected volatility 50%
Weighted average volatility 50%
Risk-free interest rate 2.9%
Expected dividend yield 0%
This share scheme was cancelled in July 2013. The share options charge included in the financial statements for the above 
scheme was £59,032 for the year ended 31 December 2013. The details of the scheme being:
Number
Weighted average 
exercise price
Outstanding at the beginning of the year – –
Granted during the year 21,700,000 1p
Exercised during the year – –
Cancelled during the year (21,700,000) 1p
Outstanding at the end of the year – –
Exercisable at the end of the year – –
In September 2013 Rightster Limited introduced an approved EMI share option scheme for employees. The options were granted 
in September and October 2013, however vesting periods were deemed to have commenced at the same point as the original 
options in the unapproved scheme above. On 12 November 2013 all share options granted in the Rightster Limited share scheme 
were exchanged for options in Rightster Group plc. The replacement share options issued by Rightster Group plc have been 
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 Four years
Expected volatility (range) 50%
Weighted average volatility 50%
Risk-free interest rate 2.9%
Expected dividend yield 0%
  45 Rightster Group plc Annual Report 201 3
24 Share options continued
Options vest as follows:
September 2013 grant
• 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
October 2013 grant – unconditional
• 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
October 2013 grant – performance based
• Performance conditions attached to the grants
• 25% 24 months from grant date
• 2.08% each month commencing 25 months from grant date until the options are fully vested at the end of the four year 
vesting period
Note: Options granted in October 2013 have performance conditions attached to 50% of the grant.
Details of the options issued under the approved scheme are as follows:
Number
Weighted average 
exercise price
Outstanding at the beginning of the year – –
Granted during the year 13,702,537 44.8p
Exercised during the year – –
Cancelled during the year – –
Outstanding at the end of the year 13,702,537 44.8p
Exercisable at the end of the year 1,737,488 0.05p
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. The warrants have been valued using the Black-Scholes model and the charge included within the financial 
statement at 31 December 2013 is £13,002.
25 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 – Gibraltar 100% Online video distribution
Preview Networks ApS Ordinary Denmark 100% Online video distribution
Viral Management Limited Ordinary UK 25% Online video distribution
 
Governance
Strategic  
Report
Financial 
Statements 46 Rightster Group plc Annual Report 201 3
Notes to the Financial Statements 
continued
For the year ended 31 December 2013
26 Investments in associates
The Group’s 25% share of the aggregated financial information of equity accounted associates is set out below.
Viral Management Limited
 
 
12 months to  
31 December 
2013
£
9 months to 
31 December  
2012
£
Total revenue 1,354,936 326,184
Share of result in associates 27,191 5,837
Non-current assets 30,824 3,464
Current assets 904,164 549,612
Share of total assets 233,747 138,269
Current liabilities (754,372) (479,544)
Share of total liabilities (188,593) (119,886)
Share of equity shareholders’ funds in associates 45,154 18,383
27 Financial instruments
Categories of financial instruments
 
As at  
31 December  
2013
£
As at  
31 December  
2012
£
Financial assets – loans and receivables
Loans and receivables 2,172,246 2,475,702
Cash and bank balances 12,719,074 1,212,585
14,891,320 3,688,287
Financial liabilities at amortised cost
Trade and other payables (4,655,736) (3,532,987)
Borrowings (229,599) (7,500,000)
(4,885,335) (11,032,987)
 
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 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 the US dollar, the Australian dollar and Euro. 47 Rightster Group plc Annual Report 201 3
27 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 were as follows:
Other
£
AUS  
dollar
£
US  
dollar
£
Euro
£
Sterling
£
Total
£
Financial assets 8,358 – 37,688 712,425 2,929,816 3,688,287
Financial liabilities – – – – (11,032,987) (11,032,987)
Total exposure 31 December 2012 8,358 – 37,688 712,425 (8,103,171) (7,344,700)
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 at 31 December 2013 (229,559) – 5,370 (681,664) 10,911,838 10,005,985
Sensitivity analysis
The table below illustrates the estimated impact on profit or loss as a result of market movements in the US dollar, Euro and 
sterling exchange rate.
Impact on profit or loss and equity
10%
Increase in favour 
of AUS dollars
£
10% 
Increase in favour 
of Rupees
£
10%
Increase in favour 
of US dollars
£
10%
Increase in favour 
of Euro
£
10%
Increase in favour 
of Sterling
£
For the year to 31 December 2012 – – (28,471) (259,160) 287,631
For the year to 31 December 2013 (266,360) (81,375) (79,030) (177,452) (624,326)
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 and agreed committed banking facilities.
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. All loans and borrowings bear a fixed rate of interest.
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 debt, which includes loans, other borrowings and the loan notes disclosed in note 19, 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’s gearing decreased as at 31 December 2013 compared with December 2012 which reflects the refinancing of the 
Group. The Group target a gearing ratio of 0%.
Governance
Strategic  
Report
Financial 
Statements 48 Rightster Group plc Annual Report 201 3
Notes to the Financial Statements 
continued
For the year ended 31 December 2013
27 Financial instruments continued
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.
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).
There are no financial liabilities measured at fair value in the statement of financial position.
Maturity analysis
Set out below is a maturity analysis for non-derivative and derivative financial liabilities. The amounts disclosed are based on 
contractual undiscounted cash flows. The table includes both interest and principal cash flows.
Total  
£
Less than
1 year  
£
1–3
years  
£
3–5
years  
£
As at 31 December 2012
Borrowing principal payments 5,183,875 5,183,875 – –
Non-interest bearing 2,316,125 2,316,125 – – 
As at 31 December 2013
Borrowing principal payments 229,599 229,599 – –
Non-interest bearing – – – –
 
For details as to how management is planning to manage liquidity risk to ensure debts are paid as due, please see note 2.1.
 
28 Financial commitments
The present value of future minimum rentals payable under non-cancellable operating leases are as follows:
 
 
At 31 December
2013
£
At 31 December
2012
£
Less than one year 787,245 516,022
Between two and five years – –
Over five years – –
787,245 516,022
Minimum guarantees
The Group has entered into contracts committing to the following minimum guarantees:
 
At 31 December
2013
£
At 31 December
2012
£
Minimum guarantees 
Less than one year 934,966 1,571,043
Between two and five years 1,022,514 – 
1,957,480 1,571,043
29 Transactions with directors and other related parties
29.1 Director loans
Included within other receivables was an interest-free loan owed to the Company by C S Muirhead, a director of the Company 
which is repayable on demand. 49 Rightster Group plc Annual Report 201 3
29 Transactions with directors and other related parties continued
The amounts due at each reporting date are detailed below:
 
At 31 December
2013
£
At 31 December
2012
£
Loan outstanding at period end – 118,982
Repaid during the period 118,982 6,662
 
29.2 Viral Management Limited
During the periods, the Group entered into transactions, in the ordinary course of business, with Viral Management Limited, an 
associate undertaking. The Group made purchases from Viral Management Limited during the period and the balances due were 
as follows:
 
At 31 December
2013
£
At 31 December
2012
£
Purchases made during the period 913,285 251,341
Balance due at period end 101,887 16,681
29.3 Vesuvius Limited
Loans 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
2013
£
At 31 December
2012
£
Loan outstanding at period end – 5,500,000
Interest charged during the period 556,387 257,145
29.4 Tixdaq Limited (through Caught Offside and Fanatix websites)
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 2013 the Group paid a revenue share to Tixdaq Limited, from advertising generated 
on the above websites of £108,187 (2012: £12,000) from Tixdaq Ltd. The balance outstanding at 31 December 2013 was £17,142 
(2012: £Nil).
29.5 Sports Investment Partners LLP
Fees of £491,300 (2012: £Nil) were paid to Sports Investment Partners LLP which is a connected party through its relationship 
with M Broughton, a director of the Company. The amount outstanding at 31 December 2013 was £178,800 (2012: £Nil).
 
29.6 Martin Broughton
Loans included amounts payable to a connected party through their relationship with M Broughton, a director of the Company.  
A loan of £1,000,000 was received in the year by Rightster Limited (2012: £Nil) and loan repayments of £1,000,000 were made  
in the year (2012: £Nil). Interest charged on the loan during the year was £114,838 (2012: £Nil) and the amount outstanding at  
31 December 2013 was £Nil (2012: £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 
£426,741 (2012: £11,242). The balance outstanding at 31 December 2013 was £Nil (2012: £1,132,250).
29.8 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. Interest charged on the loan during the year was £4,504 (2012: £Nil). The balance outstanding  
at 31 December 2013 was £Nil (2012: £80,000).
29.9 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 £8,363 (2012: £4,312) were made from the Company and the balance outstanding at 31 December 
2013 was £10,035 (2012: £Nil).
Governance
Strategic  
Report
Financial 
Statements 50 Rightster Group plc Annual Report 201 3
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 2013 
which comprise the Parent 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 Directors’ Responsibilities 
Statement set out on page 20, 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/apb/scope/private.cfm.
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 2013; 
• 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 2013. 
Mark Henshaw
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP  
Statutory Auditor, Chartered Accountants  
London
16 April 2014
Report of the Independent 
Auditor to the Members of 
Rightster Group plc
For the year ended 31 December 2013 51 Rightster Group plc Annual Report 201 3
Company Balance Sheet
As at 31 December 2013
Note
As at  
31 December  
2013
£
Fixed asset investments
Investments in subsidiaries 31 47,094,439
Current assets
Debtors 32 23,258,845
23,258,845
Creditors: amounts falling due within one year –
–
Net current assets 23,258,845
Total assets less current liabilities 70,353,284
Capital and reserves
Called up share capital 33 116,372
Share premium account 34 23,563,470
Deferred share capital 33 6,660,000
Merger relief reserve 33 40,410,393
Profit and loss account 35 (396,951)
36 70,353,284
The financial statements on pages 51–55 were approved by the Board of Directors on 16 April 2014 and were signed on its  
behalf by
Charles Muirhead
Director
 
Governance
Strategic  
Report
Financial 
Statements 52 Rightster Group plc Annual Report 201 3
30 Accounting policies
The financial statements are prepared in accordance with United Kingdom Generally Accepted Accounting standards.
The financial statements are prepared on a going concern basis, under the historical cost convention. The accounting policies are 
set out below:
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.
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.
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 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.
 
31 Investments in subsidiaries and associates
At 31 December 2013 the Company had the following subsidiary and associate undertakings.
Class of  
share held
Country of 
incorporation
Proportion  
held
Rightster Limited Ordinary UK 100%
Rightster INC Ordinary USA 100%
Rightster India LLP – India 100%
Rightster Gibraltar – Gibraltar 100%
Preview Networks ApS Ordinary Denmark 100%
Viral Management Limited Ordinary UK 25%
Investment cost:
2013  
£
Additions 47,094,439
At 31 December 2013 47,094,439
 
Notes to the Financial Statements 
continued
As at 31 December 2013 53 Rightster Group plc Annual Report 201 3
32 Debtors 
2013  
£
Amounts due from Group undertakings 23,258,845 
23,258,845
 
33 Capital and reserves
Ordinary share capital
 
Number
2013  
£
Ordinary Shares of £0.001 116,372,334 116,372
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 
to share for share 
exchange with 
Rightster Limited 66,166,666,000 – – 200,000,000,000 473,796,205,347 –
Conversion of one 
Ordinary Share 
for 999 Deferred 
Shares and one 
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
      
Governance
Strategic  
Report
Financial 
Statements 54 Rightster Group plc Annual Report 201 3
33 Capital and reserves continued
Ordinary share capital
Preferred A
Shares
£
Preferred B
Shares
£
Deferred 
Shares
£
£0.0001
£
£0.0000001
£
£0.001
£
Issue of Ordinary Shares 50,000 – – – – 6,660,000
Issue of shares prior to share for share 
exchange with Rightster Limited 6,616,667 – – 20,000 47,380 –
Conversion of one Ordinary Share 
for 999 Deferred Shares and one 
Ordinary Share of £0.0000001 (6,666,667) 6,666 – – – –
Conversion of A and B Preferred 
shares 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
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 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.
Notes to the Financial Statements 
continued
As at 31 December 2013 55 Rightster Group plc Annual Report 201 3
34 Share premium account and merger relief reserve
Merger relief
reserve
£
Share
premium
£
Premium on shares issued during the year – 25,353,307
Share issue costs – (1,789,837)
Merger relief reserve arising on share exchange 40,410,393 – 
As at 31 December 2013 40,410,393 23,563,470 
35 Profit and loss account
£
Loss for the period 396,951
At 31 December 2013 396,951
 
36 Reconciliation of movement in equity shareholders’ funds
2013  
£
Loss for the financial period (396,951)
Net proceeds from shares issued 70,750,235 
Net increase in shareholders’ funds 70,353,284
Closing shareholders’ funds 70,353,284
Governance
Strategic  
Report
Financial 
Statements 56 Rightster Group plc Annual Report 201 3
Company 
Information
The Board of Directors C S Muirhead  
C A de Beer  
J A Barnett  
M Lieberman  
D Mathewson  
M Broughton
Company Secretary G Cranley
Registered office 5th Floor 
33 Cavendish Square 
London 
W1G 0PW
Auditors Grant Thornton UK LLP
Grant Thornton House 
Melton Street 
London 
NW1 2EP
Solicitors Covington & Burling LLP 
265 Strand 
London 
WC2R 1BH Our Locations
London (Head Office)
33 Cavendish Square
City of Westminster
London
W1G 0PW
United Kingdom
T: +44 20 7183 4545
E: london@rightster.com
New York
1115 Broadway
New York
NY 10010
USA
T: + 1 646 699 5967
E: newyork@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
Madrid
Pérez Cidón 48
28027 Madrid
España
T: +34 646 983 937
E: spain@rightster.com
Milan
via Guido d’Arezzo, 4
20145 Milan
Italy
T: +39 02 4855 9429
E: italy@rightster.com
Gurgaon
758, Udyog Vihar Phase V,
Gurgaon 122016
Haryana
India
T: +91 124 4922417
E: india@rightster.com
Copenhagen
Njalsgade 21F
1st Floor
2300 Copenhagen S
Denmark
T: +45 7027 8777
E: denmark@rightster.com
Berlin
Rosenthaler Strasse 34/35
10178 Berlin
Germany
T: +49 30 509 688 40
E: germany@rightster.com
Paris
45 Rue sainte-Anne
75001 Paris
France
T: +33 970 406 672
E: france@rightster.com
Stockholm
Nybrogatan 34 Business Center
PO Box 5216
102 45 Stockholm
Sweden
T: +46 735 330039
E: sweden@rightster.com
Rightster has a global 
presence, with offices 
across multiple locations.  Rightster Group plc  Annual Report and Accounts 2013
www.rightster.com