Company No. 08754680 
 
 
 
 
 
 
 
 
 
 
RIGHTSTER GROUP PLC 
 
CONSOLIDATED FINANCIAL STATEMENTS 
 
FOR THE YEAR ENDED 
 
 31 December 2015 
 
       
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
INDEX TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015  
 
 
 
 
 
  Pages 
Company information  1 
Highlights  2 
Chairman’s report  3-4 
CEO’s report  5–6 
Strategic report  7-11 
Report of the Directors  12-15 
Statement of Directors’ responsibilities  16 
Statement on Corporate Governance  17-20 
Directors’ remuneration report  21-24 
Independent auditor’s report – consolidated accounts  25-26 
Consolidated statement of comprehensive income  27 
Consolidated statement of financial position  28 
Consolidated statement of cash flows  29 
Consolidated statement of changes in equity   30 
Notes to the financial statements  31-61 
Independent auditor’s report  - company  62-63 
Company balance sheet  64 
Company statement of changes in equity  65 
Notes to the company financial statements  66-71  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
COMPANY INFORMATION 
For the year ended 31 December 2015 
1 
 
 
 
The board of Directors     Sir Robin Miller 
       Ashley MacKenzie 
       Richard Mansell 
       Niall Dore 
       John Barnett 
       Mark Cranmer 
       Patrick Walker 
        
      
Company secretary     Niall Dore 
  
       
Registered office 3
rd
 Floor  
1 Neal Street 
London 
  WC2H 9QL 
 
 
Auditors       Grant Thornton UK LLP 
       Grant Thornton House 
       Melton Street 
       London 
       NW1 2EP 
 
 
Solicitors       Covington & Burling LLP 
       265 Strand 
       London  
       WC2R 1BH 
 
 
       
 
 
 
 
 
 
 
 
 
 
 
 
 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
HIGHLIGHTS 
For the year ended 31 December 2015  
2 
 
Key Highlights 
 
In 2015, the Group integrated the companies acquired in 2014 and began the process of implementing cost 
efficiencies. Further client wins have been added to the network and the Group continues to see encouraging 
growth across its net revenue and gross profit. 
 
In Period 
 
● Net Revenue has increased by 68% to £14.6 million (2014: £8.7 million), largely due to the acquired 
companies 
● Gross Profit has risen by 56% to £6.1 million (2014: £3.9 million) 
● Annualised cost savings of £8 million implemented 
● EBITDA loss of £(13.6 million) in 2015 compared to £(15.3 million) in 2014 
● Impairment charge to intangible assets of £36.0 million following a change in strategic direction and 
subsequent review of business model 
● Cash outflow from operating activities has reduced by 48% to £8.3 million (2014: £16.0 million) 
● New management and board changes were implemented on 16 November 2015 with the support of 
major shareholders, in order to strengthen the Group and deliver value to shareholders 
 
Post Period 
 
● With the backing of new and existing shareholders, the new management team successfully completed a 
£10 million fundraise (before expenses) on 6 January 2016 to execute their new strategic plan 
● As part of the strategic plan, a restructuring was completed in Q1 2016 that will add a further £4 million 
of annualised cost savings 
● Revenue growth on a significantly reduced cost base 
● At the end of March 2016, the Group had £9.7 million in cash 
● Based on unaudited numbers, the Group has experienced a 76% improvement in adjusted EBITDA* 
loss for the period Jan- Mar ’16 compared to the same period in the prior year (currently at £(0.9 
million) compared to £(3.7 million) for Jan – Mar ’15) 
● Management propose a rebranding and change of name to ‘Brave Bison Group plc’ (“Brave Bison”) 
 
*excludes exceptional items, restructuring costs and share-based payments RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
CHAIRMAN’S REPORT 
For the year ended 31 December 2015  
3 
 
Chairman’s Report 
 
Turning a company around is not an easy task. Particularly when it means stemming a severe cash drain and, at 
the same time, devising a completely different strategy. But that is what your new team has taken on and credit 
should go to existing and new shareholders for backing us with £10m of new money. 
 
What is required is energy, creativity and courage. Our team leader, Ashley MacKenzie and his right hand man, 
Richard Mansell, have those qualities together with a deep knowledge of the business we are in, stemming from 
their success at Base79 Limited, a company which Rightster found so attractive when acquired 18 months ago. 
 
Perhaps too attractive because, short of their leadership, it could not provide the solution to the challenges 
facing the Group. A change of the Rightster CEO and CFO at the start of 2015 was not enough, despite 
growing revenue and gross margins, to sufficiently slow down the cash outflow, resulting in the Group 
undertaking a strategic review in the autumn of 2015. A variety of options were being considered by the then 
board, including a sale of the Group.  
 
While the strategic review was taking place, Messrs MacKenzie and Mansell, motivated by the substantial 
shareholding both now held as a result of the second stage of the Base79 Limited earnout and concern over the 
Group’s cashflow (given the Group had chosen to settle the remaining part of the earn-out in shares rather than 
cash), started planning their rescue bid. They invited me to join them with the prospect of becoming Chairman, 
if successful. 
 
My business background is media, starting out as a local newspaper journalist, but largely with a company called 
EMAP which, with a group of highly talented people, we built from local newspapers into magazines, radio, 
business information and exhibitions. I was Chief Executive and, briefly Chairman. In the last 15 years I have 
been involved in a wider variety of media such as HMV, Channel 4 and the Racing Post. But mostly in small fast 
growth companies such as Digitalbox, Edge Performance VCT and Crash Media Group - all data or 
entertainment-related via online. As an angel investor in Base79 Limited, I became a Rightster shareholder last 
year. 
 
Our approach to the major shareholders, proposing that we take over from the existing board and replace the 
Chief Executive Officer, was accepted and they gave their assurance that they would look favourably at 
supporting the fund raise set at £10 million. This they did and the money was raised on 6 January 2016. A new 
board was formed comprising me as Chairman, Ashley MacKenzie (Chief Executive Officer), Richard Mansell 
(Chief Operating Officer) and Mark Cranmer, formerly global executive director of Dentsu Aegis, was invited to 
join as a Non-Executive Director. Chief Financial Officer, Niall Dore, remained in post, as did Non-Executive 
Director, Jack Barnett. Patrick Walker (formerly Chief Executive Officer) moved to a role as Non-Executive 
Director. 
 
A SWOT analysis on Rightster today would show more ticks in the left hand boxes (Strengths and 
Opportunities) than it would have done a year ago. But the right hand boxes (Weaknesses and Threats) still 
contain too many. There remains a huge amount of work to be done. The first 100 days have been focussed 
mainly on cost reduction and restructuring - we now employ less than half the people that were with the Group 
in 2014, partly through being in fewer territories.  Less is more. 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
CHAIRMAN’S REPORT 
For the year ended 31 December 2015  
4 
 
But that is not all. We have to steer a new course. It is said that change presents opportunity. Indeed it does and, 
in the media world, there has been more change in the last ten years than in the previous fifty. The model that 
served Base79 Limited well, delivering content for clients and agencies via digital channels such as YouTube, has 
attracted many competitors and squeezed margins. 
 
What is emerging, driven by the huge growth of YouTube and the all-powerful Facebook parking their tanks on 
Google's lawn, is a new ability to deliver information and entertainment for so-called millennials via online, 
particularly mobile. This is their normal mode of communication, utilising video and commentary, which is fast 
replacing words and pictures in what is now becoming old-fashioned and declining print media. 
 
We employ a lot of talented people but, now the restructuring phase is mostly over, our focus is making sure we 
have the right talent to take us into this new world of owner-operated channels. They will be invented by us, 
launched by us and the brand owned by us. It is challenging, slightly scary, but it is going to be huge and I am 
confident we have the leadership to deliver it. 
 
Our current business is still very strong and will remain so for some time but for us to deliver extraordinary 
growth to shareholders and people who work with us, who we rely on and want to be proud of their company, 
this is the future. Let's get on with it. 
 
 
 
 
 Sir Robin Miller 
 
Chairman, Rightster Group PLC.  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
CEO’S REPORT 
For the year ended 31 December 2015  
5 
 
CEO’s Report 
 
I love video. It is the driving force of communication in the connected age. As humans, we are biologically 
designed to focus on it as our preeminent medium. For this reason, I have chosen to dedicate my career to it, 
bringing great experiences to brands and consumers alike. 
 
I founded Base79 Limited with this in mind. An unerring belief in where the consumer will go and inevitably 
where the advertiser must follow. Having founded Base79 Limited from my study in 2007, I thought I’d come to 
the natural end of the journey with the sale of my business to Rightster Group plc. However, the combination of 
a high share allocation from our earn-out and the collapsing Rightster share price made me and my family, once 
more, large shareholders in the business. As I considered the next business I would start, it became apparent to 
me that Rightster was a great platform - endowed with expertise, a truly international foot-print, amazing 
customers and capable technology – something which I could use for the next chapter of online video. To this 
end, supported by the major shareholders of the business, we returned with a new board, new plan and new 
funding. Our primary financial goal is to achieve profitability to stop the business being an on-going drain on 
shareholder funds. 
  
Driven by grand ambitions but poor execution, Rightster has never been adept at doing simple things. We have 
come back with a basic three-pronged plan: (1) simplify the business, (2) focus on organic revenue growth by 
adding true value to our partners and (3) create new IP-rights allowing the Group to take ownership of content 
and intellectual property in the developing online video world. In a world increasingly dominated by huge 
technology platforms such as Facebook, SnapChat and YouTube, it is critical to have a defensible, scalable 
strategy creating long-term value for all stakeholders in our business. 
  
We completed our new funding round on 6 January 2016 and simultaneously executed a restructuring. In 
conjunction with our new strategy we have reviewed the business model, resulting in an impairment charge to 
Non-current assets, more fully described in the Strategic Report. We closed several offices and rationalised a 
number of our teams into simpler groups. The actions taken are leading to better communication, improved 
delivery to our partners and better management through being closer to the coal-face, working day-to-day with 
content-owners, brands and our team to maximize the value we add. We are turning over every stone, 
encouraging our colleagues to take responsibility and running our company like it’s our own money, because it is.  
 
Outlook 
 
Our recent restructuring was completed ahead of time and has led to an additional £4 million in annualised cost 
savings being achieved. Through our new strategy, we have created a platform for a viable online video business, 
which we look forward to moving to profitability. Current trading in 2016 is in line with management 
expectations. Based on unaudited numbers, we have already seen a 76% improvement in our adjusted EBITDA 
loss for the period Jan- Mar ’16 compared to the same period in the prior year (currently at £(0.9 million) 
compared to £(3.7 million) for Jan – Mar ’15).  
 
The Company is entering a brave and exciting new chapter but Rightster is a company that has grown through 
acquisition and most of its people and customers were a result of those acquisitions. In line with our new 
strategy, it is time to change our name, change our brand position and challenge how we and our customers 
think of us. Our new name, Brave Bison, is a bold statement of intent to the marketplace and to content-makers. 
Brave Bison embodies the spirit and values, the attitude and energy, necessary for our company’s essential next 
chapter. To maintain competitive advantage in a world that is always changing, the future online video business 
needs to commercialise audiences by succeeding across ‘the full spectrum of content’ - from managing existing 
to conceiving and producing fresh, exciting, original video. Having spent 22 years in the global media and 
advertising business, I can tell you there is no more important position for our company to be in. Subject to 
approval in the Annual General Meeting, we expect to start trading as Brave Bison Group plc on 10
th
 May 2016.  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
CEO’S REPORT 
For the year ended 31 December 2015  
6 
 
I cannot end without mention of my colleagues. They have withstood a lot due to an historically ill-defined 
business model, an uncertain financial environment and three CEOs in ten months. For many, the journey has 
come to a natural end. For those joining us to write the next chapter, I thank you. Not because it’s customary for 
a PLC CEO to write it in documents such as this but because I am humbled by your faith in the plan we are 
delivering together. There will be more change, no doubt, in the coming months and years but I am confident 
that we can adapt, learn and grow as we move forward. 
 
Ashley MacKenzie 
 
CEO, Rightster Group PLC  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
STRATEGIC REPORT 
For the year ended 31 December 2015  
7 
 
Strategic Report 
 
Key Performance Indicators: 
 
● Net Revenue has increased by 68% to £14.6 million (2014: £8.7 million),  largely due to the acquired 
companies 
● Gross Profit has risen by 56% to £6.1 million (2014: £3.9 million) 
● Annualised cost savings of £8 million implemented 
● EBITDA loss of £(13.6 million) in 2015 compared to £(15.3 million) in 2014 
● Impairment charge to intangible assets of £36.0 million following a change in strategic direction and 
subsequent review of business model 
● Cash outflow from operating activities has reduced by 48% to £8.3 million (2014: £16.0 million) 
● Post-period financing of £10 million (pre-expenses) successfully completed on 6 January 2016 
 
2015 was a year of transition for the Group. Having acquired Viral Management Limited and Base79 Limited in 
July and August 2014 respectively, we were keen to realise both cost and revenue synergies from these 
acquisitions. We began the process of streamlining the business. Although this will continue in 2016, we have 
already achieved substantial annualised cost savings. Significant deals have also been won this year as a result of 
our improved offering to brands.  
 
Trading Results 
 
Revenue rose from £8.7 million in 2014 to £14.6 million in 2015, a rise of 68%.  
 
The Group continues to carry out the monetisation of online content which then sub-divides into three main 
underlying revenue streams, namely Advertising, Subscription and Theatrical.  
 
Advertising revenue rose from £6.3 million to £12.9 million. This has been driven by an increase in high value 
brand deals, including Procter & Gamble, Universal Pictures International and United Airlines. Our ability to 
match popular talent (such as Jack Jones and Caroline et Safia) to relevant brands and successfully promote those 
campaigns across multiple platforms is proving a great selling point for attracting further brand deals. 
 
Subscription revenues decreased, from £1.2 million to £0.9 million, due mainly to a terminated contract. The 
Group continues its long-term partnership with the Australian Football League which is performing well.  
 
Theatrical revenues have decreased this year from £1.2 million to £0.8 million. Given the challenging market 
conditions in Europe, we have significantly reduced the cost base in relation to this revenue stream. 
 
Our gross profit rose from £3.9 million in 2014 to £6.1 million in 2015, a 56% increase. This was below the rate 
of our revenue growth. In addition, the gross margin percentage reduced from 45% in 2014 to 42% in 2015. 
This was due in part to revenues not scaling from the investment in the technology platform as originally 
forecast. This has been addressed in the new strategy by significantly reducing technology investment. As a 
result, we anticipate that this will favourably impact the margin going forward.  
 
The Group believes that EBITDA is an important key performance indicator going forward. It can be broken 
down as follows: 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
STRATEGIC REPORT 
For the year ended 31 December 2015  
8 
 
 Operating loss before adjusted items has decreased from £12.5 million in 2014 to £8.7 million in 2015, 
due to the growth previously described and a significant reduction in the cost base. The Group decided 
to close offices in Bangalore, Stockholm, Milan and Berlin and consolidate its development activities in 
London. As a result, the Group ended the year with 144 employees (including contractors) in nine 
offices in eight locations, compared to 278 employees (including contractors) in 13 offices in 11 
locations at the end of the prior period. Overall, these actions resulted in annualised cost savings of 
approximately £8 million. The change in strategic direction, which will result from the new business 
model, will provide further cost savings in 2016 and accelerate our path to profitability; Restructuring 
costs have increased from £0.6 million to £1.6 million owing to the redundancies and associated legal 
costs.  
 Exceptional items totalled £2.2 million which comprised acquisition-related items.  
 The Group stock option charge for the year was £1.1 million. The Group will continue to use stock 
options as a means of incentivising and retaining key talent going forward. 
 
Overall, EBITDA loss was £(13.6 million) in 2015 compared to £(15.3 million) in 2014. 
 
The Loss before tax for the year was £54.4 million versus £18.8 million the year prior. This consists of the 
following main items: 
 
 EBITDA as broken out above; 
 Financing costs totalling £1.7 million (2014: £1.6 million). This relates to the discount on deferred 
consideration on the acquisitions made in the year and is a non-cash charge; 
 Impairment charge of £36.0 million. The management team have adopted a new strategy which was 
supported by existing and new shareholders in a £10 million Placing (before expenses) on 6 January 
2016. As part of the yearly review of goodwill, updated forecasts have been prepared based on the new 
business model, resulting in the impairment charge to Non-current Assets. As a result, the Group is 
carrying Intangible Assets of £19.1 million (2014: £56.5 million); and 
 Depreciation and Amortisation of Tangible and Intangible Assets of £3.0 million (versus £2.0 million in 
2014) 
 
Acquisitions 
 
Following on from the acquisitions of Base79 Limited and Viral Management Limited in 2014, the Group had 
remaining earn-out conditions which were satisfied as follows: 
 
The Group satisfied the Base79 Limited earn-out in two tranches. The first tranche, settled on 4 August 2015, 
led to the Group allotting 137,908,172 new ordinary shares of 0.1 pence each in the Company in respect of 
£20.7 million of vendor consideration due. The remaining £3.6 million was settled on 17 November 2015 when 
the Group allotted 1,496,347 new ordinary shares of 0.1 pence each and granted options to acquire 22,147,062 
new ordinary shares of 0.1 pence each in the Company.  
 
In respect of the Viral Management Limited earn-out, the Group allotted 6,203,922 new ordinary shares of 0.1 
pence each on 1 September 2015 to satisfy the £849,937.50 of vendor share consideration due. The remainder of 
the deferred consideration was satisfied by the aggregate payment of £849,937.50 in cash to the former 
shareholders. 
  
Fundraising activity 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
STRATEGIC REPORT 
For the year ended 31 December 2015  
9 
 
The Group raised a round of finance during 2015, namely £5.02 million (with a further £0.4 million raised 
through a loan note subscription) on 26 May 2015. The net proceeds of the fundraising were to provide the 
Group with working capital to fund the continued operations and improvements of the business as well as to 
accelerate its growth. 
 
Following the appointment of new management and a change of strategy, the Group has since raised a further 
tranche of funding, namely £10 million (before expenses), occurring post-period on 6 January 2016. The net 
proceeds of this Placing will allow the Group to invest in Owned and Operated Channels, enable the business to 
be restructured and provide working capital to fund the continued operations of, and improvements in the 
business. 
 
Statement of Financial Position 
 
Rightster is a growth business and cash flow is thus negative. Cash utilised by operating activities was reduced to 
£8.3 million in 2015 from £16.0 million in 2014. We anticipate that this will continue to improve as the Group 
accelerates its path to profitability under the new strategy. 
 
The Group ended the year with £3.1 million in cash and cash equivalents and £0.3 million debt (2014: £8.5 
million and no debt).  
 
Intangible assets comprise goodwill and intangibles. As mentioned, the management team have adopted a new 
strategy which was supported by existing and new shareholders in a £10 million Placing (before expenses) on 6 
January 2016. As part of the yearly review of goodwill, updated forecasts were prepared based on the new 
business model, resulting in the impairment charge of £36.0 million to Non-current Assets. The change has been 
allocated to goodwill in its entirety and the remainder across all Non-current Assets proportionately, based on 
NBV. As a result, the Group is carrying Intangible Assets of £19.1 million (2014: £56.5 million). The Group 
capitalised R&D spend of £1.4 million on the development of the technology platform. The Intangibles 
continue to be amortised over their useful lives.  
 
Principal risks and uncertainties 
 
The Group cannot be certain that it will achieve profitability 
 
Any adverse events relating to the Group’s business, or a significant delay in the introduction of anticipated new 
revenue streams, or a shortfall in such revenue streams in relation to the Group’s expectations, would have an 
immediate adverse effect on the Group’s business, operating results and financial condition. There can be no 
assurance that the Group will be able to introduce identified cost savings or become profitable in any future 
period. The Group is subject to the risks inherent in the operation of a small and evolving business. It may not 
be able to successfully address these risks. 
  
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 operates within competitive markets. The board believes that it has adopted a competitive business 
strategy. However, the Group’s business, results, operations and financial condition could be materially adversely 
affected by the actions of its competitors. The Group’s competitors could bring superior scale, better known 
brands, 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  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
STRATEGIC REPORT 
For the year ended 31 December 2015  
10 
 
declining revenue shares, or increased reliance on the payment of advances ahead of commercial deals. If the 
Group is not able to compete successfully against existing or future competitors, its competitive position, 
business, financial condition and results of operations may be adversely affected. 
 
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. 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 proposition 
may become obsolete, which would materially adversely affect the Group’s business, financial condition and/or 
operating results. 
Failure to retain key executives, officers, managers and technical personnel could adversely affect the Group’s operating and financial 
performance 
Retaining and motivating technical and managerial personnel is a critical component of the future success of the 
Group’s business. The departure of any of the Group’s relatively small number of executive officers or other key 
employees could have a negative impact on its operations. In the event that future departures of employees 
occur, the Group’s ability to execute its business strategy successfully, or to continue to provide services to its 
customers and users or attract new customers and users, could be adversely affected. The performance of the 
Group depends, to a significant extent, upon the abilities and continued efforts of its senior management. The 
loss of the services of any of the key management personnel or the failure to retain key employees could 
adversely affect the Group’s ability to maintain and/or improve its operating and financial performance. 
 
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 re-creating the Group’s products, services and technologies to create similar 
offerings. 
  
In addition, 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. 
  
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  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
STRATEGIC REPORT 
For the year ended 31 December 2015  
11 
 
instruments is to raise finance for the Group’s operations. The principal financial risks faced by the Group are 
liquidity, foreign currency and credit risks.  The policies and strategies for managing these risks are summarised 
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. 
  
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 Group has held internal fund-raising events amongst its employees throughout 2015 in order to raise money 
for the Make a Wish Foundation, Save the Children and We are MacMillan. A quiz night was also held and 
clothing and toiletries donated in order to help the refugee crisis.  
  
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 2015, the Group employed 144 employees (including contractors) in nine 
offices in eight locations, 98 of which were male and 46 were female. As of the 12 month period ended 2015, of 
the nine senior members of management, one was female. 
  
On behalf of the board 
  
 
 
Niall Dore 
Chief Financial Officer  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
REPORT OF THE DIRECTORS 
For the year ended 31 December 2015  
12 
 
Report of the Directors 
The directors are pleased to present their report to shareholders and the audited financial statements for the year 
2015. 
  
Rightster Group plc was incorporated on 30 October 2013. On 11 November 2013 it acquired the whole of the 
shares in Rightster Limited (incorporated in May 2011) which had wholly owned subsidiaries in Gibraltar, 
Rightster (Gibraltar) Limited (incorporated in July 2012) and the USA, Rightster Inc. (incorporated in April 
2012) and had established a limited liability partnership in India, Rightster LLP (incorporated in October 2012). 
On 7 July 2014, the Group acquired Viral Management Limited and on 1 August 2014, the Group completed the 
acquisition of Base79 Limited. Earn-out conditions for these two recent acquisitions were satisfied throughout 
2015. The preparation of the Group’s financial statements is in compliance with IFRS as adopted by the 
European Union and gives a true and fair view of the assets, liabilities, financial position and loss of the Group. 
The Group financial statements consolidate the financial statements of Rightster and its subsidiaries. 
  
Principal activity and business model 
The principal activity of the Group is creating and capturing advertising spend using its expertise in online video 
content and audience management.   
  
Rightster aims to become a leading global player in online video content marketing with particular emphasis on 
social media talent. The Group brings together Content Owners, Creators, Brands and Publishers and helps 
them build and engage online audiences with optimal impact and efficiency. It enables clients to commercialise 
their content to audiences worldwide, utilising some of the most popular online video platforms, such as 
YouTube, Facebook and Twitter.  
  
Results and dividends 
The results for 2015 are set out in the consolidated income statement. 
  
The directors do not propose payment of a dividend for 2015. 
  
Review of the period 
A comprehensive analysis of the Group’s progress and development is set out in the Chairman’s statement, 
CEO’s statement and Strategic Report. This analysis includes comments on the position of the Group at the end 
of the financial period. 
  
Significant events 
As a result of the acquisitions of Viral Management Limited and Base79 Limited (on 7 July 2014 and 1 August 
2014 respectively), Rightster had various earn-out provisions to satisfy throughout 2015.  
 
As a result of Base79 Limited meeting its earn-out conditions, the Group satisfied this in two tranches. The first 
tranche, on 4 August 2015, led to the Company allotting 137,908,172 new ordinary shares of 0.1 pence each in 
the Company in respect of the approximately £20.7 million of vendor consideration due to the former 
shareholders of Base79 Limited. The remaining £3.6 million was settled on 17 November 2015 by the Group 
allotting 1,496,347 new ordinary shares of 0.1 pence each and granting options to acquire 22,147,062 new 
ordinary shares of 0.1 pence each in the Company. The Consideration Shares and Options were issued to satisfy 
the Company’s contractual obligations to the former shareholders of Base79 Limited pursuant to the Acquisition 
Agreement entered into between the Company and such former shareholders on 8 July 2014. 
 
As a result of Viral Management Limited (“VML”) meeting key operational and strategic milestones since its 
acquisition, the earn-out conditions were satisfied. Accordingly, on 1 September 2015, Rightster allotted 
6,203,922 new ordinary shares of 0.1 pence each in the Company to satisfy the £849,937.50 of vendor share  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
REPORT OF THE DIRECTORS 
For the year ended 31 December 2015  
13 
 
consideration due to the former shareholders of VML. The remainder of this deferred consideration was 
satisfied by the aggregate payment of £849,937.50 in cash to the former shareholders. 
 
The Group raised a round of finance during 2015, namely £5.02 million (with a further £0.4 million raised 
through a loan note subscription) on 26 May 2015. The net proceeds of the fundraising were to provide the 
Group with working capital to fund the continued operations and improvements of the business as well as to 
accelerate its growth. 
 
Throughout the year, there were various changes to the management team and board. On 28 January 2015, 
Charlie Muirhead stepped down as CEO and was succeeded by Patrick Walker. Charlie Muirhead continued to 
be a director of the Company until 6 May 2015 and Patrick Walker was appointed as a director of Rightster 
Group plc on 29 April 2015. On 16 October 2015, with the support of the Company’s major shareholders, it was 
resolved that, various management and board changes would take place. Patrick Walker, stepped down as CEO 
but continues to serve on the board as a Non-Executive Director. Mark Lieberman (Non-Executive Chairman), 
Michael Broughton (Non-Executive Director) and David Mathewson (Non-Executive Director) all stepped 
down from the board. Niall Dore (CFO) and Jack Barnett (Non-Executive Director) continued on the board in 
their current roles. Ashley MacKenzie, was appointed CEO and Richard Mansell was appointed as Chief 
Operating Officer. Sir Robin Miller, was appointed as Non-Executive Chairman and Mark Cranmer, was 
appointed as a Non-Executive Director. 
 
Following the appointment of the new management and board, the Group has since raised a further tranche of 
funding, namely £10 million (before expenses) on 6 January 2016. The net proceeds of this fundraising will allow 
the Group to invest in Owned and Operated Channels, enable the business to be restructured and provide 
working capital to fund the continued operations of, and improvements in the business. 
  
Significant shareholdings 
As at 31 December 2015, the following persons held more than 3% of the issued shares in the capital of 
Rightster:  
 
Shareholder Number of Shares % of Total Issued Share 
Capital 
Invesco Asset Management Limited 65,593,102 17.77% 
Vesuvius Limited 56,014,648 15.17% 
Woodford Investment Management LLP 43,905,556 11.89% 
TCG LLC 31,610,503 8.56% 
Ashley MacKenzie 20,959,543 5.68% 
MMC GP Ltd 18,960,698 5.14% 
Kelvin MacKenzie 12,797,766 3.47% 
Mainspring Nominees (2) Ltd 12,347,679 3.34% 
Richard Mansell 11,295,276 3.06% 
 
 
The director’s interests are shown in the remuneration report. 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
REPORT OF THE DIRECTORS 
For the year ended 31 December 2015  
14 
 
Related party transactions 
Details of all related party transactions are set out in Note 25 to the Financial Statements. 
  
Corporate governance 
The Director’s statement on Corporate Governance is set out on pages 17 to 20 and forms part of this report. 
  
Going concern assessment 
The consolidated financial statements have been prepared on the going concern basis on the assumption that the 
Group continues in operational existence for the foreseeable future.  The Group made a loss of £52.3 million for 
2015 (2014: loss of £18.0 million). 
  
The Group’s has achieved annualised cost savings of £8 million without materially affecting the Group’s growth 
prospects. Most of the cost savings related to the closure of the Group’s technology development operations in 
India and the consolidation of those activities in London as well as redundancies resulting from changes in the 
way that the Group’s business is organised.  The board now expects the Group’s business to achieve cash flow 
break even in 2017. 
 
The Directors have prepared detailed cash flow projections (“the Projections”) which are based on their current 
expectations of trading prospects. The forecasts have been prepared over a period of 5 years. In order to fund 
the existing growth plans and working capital requirement the group required additional financing to meet its 
obligations. On 6 January 2016, the Group secured a further £10 million (before expenses) in additional funding 
to finance the new strategic plan of the new management team. Accordingly, the Directors have concluded that 
it is appropriate to continue to adopt the going concern basis in preparing these financial statements. 
 
The directors are confident that the Group’s revised forecasts are achievable, and are committed to taking any 
actions available to them to ensure that any shortfall in forecast revenues is mitigated by cost savings. 
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 2016. It believes that that the roll out of the new three-
pronged strategic plan (which includes simplifying the business, focusing on organic revenue growth by adding 
true value to our partners and creating new IP-rights allowing the Group to take ownership of content and 
intellectual property in the developing online video world) will result in improved sales efforts, secure more 
revenue and accelerate the Group’s path to profitability. The new management intend to transform the business 
from a third party technology provider to a business creating and capturing advertising spend, using its expertise 
in online video content and audience management. The directors believe this will enable Rightster to become a 
leading social video manager and producer with significant global reach amongst millenials as well as the younger 
generations.  
  
Annual General Meeting 
Rightster’s Annual General Meeting is scheduled to take place on 9 May 2016. 
 
Directors 
The directors, who served during the year were as follows: 
 
J A Barnett                 Appointed 30 October 2013 
N Dore   Appointed 5 January 2015 
P Walker  Appointed 29 April 2015 
A MacKenzie  Appointed 16 November 2015 
R Mansell  Appointed 16 November 2015  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
REPORT OF THE DIRECTORS 
For the year ended 31 December 2015  
15 
 
Sir R Miller  Appointed 16 November 2015 
M Cranmer  Appointed 16 November 2015 
M Lieberman             Appointed 12 November 2013, ceased on 16 November 2015 
D Mathewson            Appointed 12 November 2013, ceased on 16 November 2015 
M Broughton             Appointed 12 November 2013, ceased on 16 November 2015 
C S Muirhead             Appointed 30 October 2013, ceased on 6 May 2015 
 
All 11 of the above directors are male. 
 
 
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 Group's auditor is unaware, and each Director has taken all the steps that he 
ought to have taken as a Director in order to make himself aware of any relevant audit information and to 
establish that the Group's auditor is aware of that information.  
 
Auditors 
Grant Thornton UK LLP were reappointed as auditors on 26 May 2015  and, having expressed their willingness 
to continue in office, will be proposed for reappointment at the company’s forthcoming Annual General 
Meeting in accordance with section 489 of the Companies Act 2006. 
  
On behalf of the board 
  
 
 
Niall Dore 
Chief Financial Officer 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
STATEMENT OF DIRECTORS’ RESPONSIBILITIES 
For the year ended 31 December 2015  
16 
 
Statement of Directors’ Responsibilities 
The Directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial 
statements in accordance with applicable law and regulations.  
 
Company law requires the Directors to prepare financial statements for each financial period.  Under that law the 
Directors have prepared the Group financial statements in accordance with International Financial Reporting 
Standards IFRS as adopted by the European Union and elected to prepare the parent Group financial statements 
in accordance with the UK Generally Accepted Accounting Practice (UK accounting standards and applicable 
laws). Under company law the Directors must not approve the financial statements unless they are satisfied that 
they give a true and fair view of the state of affairs of the company and group and of the profit or loss of the 
company and group for that period.  In preparing these financial statements, the Directors are required to:  
 
 select suitable accounting policies and then apply them consistently; 
 state whether applicable IFRS/UK accounting standards have been followed, subject to any material 
departures disclosed and explained in the financial statements; 
 make judgements and accounting estimates that are reasonable and prudent; 
 prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 
Group will continue in business. 
 
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain 
the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group 
and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also 
responsible for safeguarding the assets of the Group and, hence, for taking reasonable steps for the prevention 
and detection of fraud and other irregularities.  
 
The Directors are responsible for the maintenance and integrity of the corporate and financial information 
included on the Group’s website. Legislation in the United Kingdom governing the preparation and 
dissemination of financial statements may differ from legislation in other jurisdictions. 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
STATEMENT ON CORPORATE GOVERANCE 
For the year ended 31 December 2015  
17 
 
Statement on 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 Group 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 
As at 31 December 2015, the board comprised the Non-Executive Chairman, the Chief Executive Officer, the 
Chief Operating 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 Cranmer to be independent. 
  
Four of the Non-Executive Directors who served as directors throughout 2015 have served since the date of 
Rightster’s admission to AIM. These were Mark Lieberman, David Mathewson,  Michael Broughton and John 
Barnett. Mr Lieberman, Mr Mathewson and Mr Broughton stepped down from the board on 16 November 
2015. Niall Dore was appointed on 5 January 2015 and has served as an Executive Director throughout the year. 
Patrick Walker was appointed on 28 January 2015 and served as Executive Director until 16 November 2015, 
following which he became a Non-Executive Director. In addition, on 16 November 2015, Ashley MacKenzie 
and Richard Mansell were appointed as Executive Directors and Sir Robin Miller and Mark Cranmer were 
appointed as Non-Executive Directors.    
 
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 judgment.  Mr Cranmer is 
currently the senior independent Non-Executive Director.  
  
Rightster’s General Counsel also served as its Company Secretary until 9 September 2015. From 9 September 
2015 onwards, Niall Dore was appointed as Company Secretary. 
  
Board operation 
The roles of the Chairman and the Chief Executive Officer are separated, clearly defined and their respective 
responsibilities are summarised below. 
  
Chairman 
The Chairman provides leadership to the board.  He is responsible for setting the agenda for board meetings, 
ensuring that the board receives the information that it needs to properly participate in board meetings in a 
timely and user friendly fashion and that the board has sufficient time to discuss issues on the agenda.          
  
Chief Executive Officer 
The Chief Executive Officer is responsible for leadership of 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  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
STATEMENT ON CORPORATE GOVERANCE 
For the year ended 31 December 2015  
18 
 
of those proposals, determines Rightster’s strategy and ensures that the necessary resources are in place for 
management to execute that strategy.  An important part of the board’s role is the review of management 
performance. 
  
The board met on 27 occasions during 2015. Board meetings are 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 are agreed by the board and followed up and reviewed at subsequent 
board meetings to ensure their completion. 
   
Responsibility and delegation 
The board has specifically reserved a number of matters for its consideration and approval.  These include: 
  
● Overall leadership of Rightster and setting Rightster’s values and standards 
● Approval of Rightster’s long-term objectives and commercial strategy 
● Approval of the annual operating and capital expenditure budgets and any changes to them 
● Major investments or capital projects 
● The extension of Rightster’s activities into any new business or geographic areas 
● Any decision to cease any material operations 
● Changes in Rightster’s capital structure or management and control structure 
● Approval of the annual report and accounts and preliminary and half-yearly financial statements 
● Approval of treasury policies, including foreign currency exposures and use of financial derivatives 
● Ensuring the maintenance of a sound system of internal control and risk management 
● The entering into of agreements that are not in the ordinary course of business or material strategically 
or by reason of their size 
● Changes to the size, composition or structure of the board and its committees 
  
The board has delegated certain of its responsibilities to committees. These committees comprise the Audit 
Committee, the Remuneration Committee and the AIM Compliance Committee. The Terms of Reference for 
each of the committees are available to view on Rightster’s website: www.rightster.com. 
  
Board tenure 
Under article 35.2 of Rightster’s articles of association, John Barnett will retire by rotation and, being eligible, is 
offering himself for reappointment at Rightster’s third AGM, to be held on 9 May 2016. Sir Robin Miller, Ashley 
MacKenzie, Mark Cranmer and Richard Mansell were all appointed by the Board of Directors of the Company. 
They are therefore retiring in accordance with article 30.2 of the Company’s articles of association and, being 
eligible, are offering themselves for reappointment as Directors of Rightster Group plc at the AGM to be held 
on 9 May 2016. 
 
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. 
   RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
STATEMENT ON CORPORATE GOVERANCE 
For the year ended 31 December 2015  
19 
 
Insurance and indemnity 
In accordance with Article 54 of the 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 judgment 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 regards 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. 
   
Relationship with shareholders 
Primary responsibility for effective communication with shareholders lies with the Chairman, but all Rightster’s 
directors are available to meet with shareholders throughout the year. The Chief Executive Officer and Chief 
Financial Officer have been active in meeting with and preparing presentations for analysts and institutional 
investors. Rightster endeavours to answer all queries raised by shareholders promptly. 
  
Rightster’s largest shareholder is Woodford Investment Management Limited (“Woodford”) which, as at the 
date of this report, held circa 19.88% of Rightster’s issued share capital. Rightster, Woodford and Stockdale 
Securities Ltd (in its capacity as nominated adviser to Rightster for the purposes of the AIM Rules) have entered 
into a relationship agreement, to regulate their continuing relationship and ensure that any transactions between 
them are on arm’s length terms and on a normal commercial basis.  
   
Investor relations (IR) and communications 
Rightster’s Chief Executive Officer, Chief Financial Officer and members of Rightster’s IR team have attended a 
number of industry conferences and regularly meet or are in contact with existing and potential institutional 
investors. Rightster’s IR team provides regular reports to the board on related matters, issues of concern to 
investors, and analyst’s views and opinions. 
  
Whenever required, the Executive Directors and the Chairman communicate with Rightster’s brokers to confirm 
shareholder sentiment and to consult on particular governance issues. 
  
In the period since Rightster’s admission to AIM, 50 regulatory announcements have been released (as at the 
date of this report) 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  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
STATEMENT ON CORPORATE GOVERANCE 
For the year ended 31 December 2015  
20 
 
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 
  
 
Niall Dore 
Company Secretary  
April 2016 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
DIRECTORS’ REMUNERATION REPORT 
For the year ended 31 December 2015  
21 
 
Directors’ Remuneration Report 
 
The Remuneration Committee considers and evaluates remuneration arrangements for senior managers and 
other key employees and makes recommendations to the board. The purpose is to support the strategic aims of 
the business and shareholder interest, by enabling the recruitment, motivation and retention of key employees 
while complying with the requirements of regulatory and governance bodies. 
  
The Committee's report, which is unaudited, except where indicated, is set out below. 
  
The Committee 
The Committee held eight meetings during the year, of which five were chaired by Mark Lieberman, who was a 
member of the Committee until 16 November 2015. The other members of the Committee at this time were 
David Mathewson and Jack Barnett. Following the board changes on 16 November 2015, a new Committee was 
formed with Sir Robin Miller appointed as Chairman. Mark Cranmer was also appointed to the Committee and 
Jack Barnett remained on the Committee. Three meetings were chaired by Sir Robin Miller during the year. 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 (amended to £240,000 per 
annum from 1 August 2014), 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 permitted (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  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
DIRECTORS’ REMUNERATION REPORT 
For the year ended 31 December 2015  
22 
 
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. 
 
Charles Muirhead stepped down as CEO on 28 January 2015 and was succeeded by Patrick Walker. Mr 
Muirhead remained on the board until 6 May 2015. 
 
Patrick Walker 
Patrick Walker entered into a CEO service agreement with the Company with effect from 28 January 2015. The 
terms of the agreement provide for, amongst other things, (i) salary of £200,000 per annum (which was increased 
to £220,000 per annum from 1 July 2015 onwards), payable in monthly instalments in arrears (such salary to be 
reviewed annually) and; (ii) termination upon 12 months’ written notice by the Company. Patrick Walker 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; (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; and (c) an 
additional bonus of up to £50,000 on the successful closing of a Placing. Patrick Walker 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. 
 
Patrick Walker stepped down as CEO on 17 November 2015 and was succeeded by Ashley MacKenzie. Mr 
Walker remains on the board as a Non-Executive Director. 
 
Niall Dore 
Niall Dore entered into a service agreement with the Company on 15 December 2014 (and commenced work on 
5 January 2015). The terms of the agreement provide for, amongst other things, (i) salary of £190,000 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 Niall Dore of certain rights to intellectual property 
created or developed by Niall Dore whilst an employee of the Company. Niall Dore is also entitled to 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, net revenue, operating proﬁt and total operating costs. Niall Dore 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.  
 
Ashley MacKenzie 
Ashley MacKenzie was appointed CEO and Director on 16 November 2015 and was paid £30,000 for his 
services in satisfaction of these roles during the period. 
 
Richard Mansell 
Richard Mansell was appointed COO and Director on 16 November 2015 and was paid £25,000 for his services 
in satisfaction of these roles during the period. 
 
Non-Executive Director Appointment Letter 
Each Non-Executive Director 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  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
DIRECTORS’ REMUNERATION REPORT 
For the year ended 31 December 2015  
23 
 
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.  
 
On 16 November 2015, Mark Lieberman (Non-Executive Chairman), Michael Broughton (Non-Executive 
Director) and David Mathewson (Non-Executive Director) stepped down from the board. John Barnett 
remained as a Non-Executive Director on the board. He was joined by Sir Robin Miller (Non-Executive 
Chairman) and Mark Cranmer (Non-Executive Director).  
 
Sir Robin Miller was appointed as Chairman on 16 November 2015 and will be paid an annual fee of £55,000 
per annum.  
 
Mark Cranmer was appointed as Non-Executive Director on 16 November 2015 and will be paid an annual fee 
of £35,000 per annum. 
 
 
Audited information 
   Salary Bonus 
Aggregate 
Emoluments 
   £ £ £ 
C S Muirhead   240,000 - 240,000 
P Walker   210,000 50,000 260,000 
N Dore   190,000 15,000 205,000 
A MacKenzie   30,000 - 30,000 
R Mansell   25,000 - 25,000 
  
 
Non-Executive Directors 
The Non-Executive Directors serve under Contracts, and have received fees in 2015, as detailed in the table 
below: 
   Fees Bonus 
Aggregate 
Emoluments 
   £ £ £ 
J Barnett 35,000 - 35,000 
M Lieberman  98,077 - 98,077 
D Mathewson  82,000 - 82,000 
Sports Investment Partners LLP (M Broughton appointed as nominee) 135,000 - 135,000 
R Miller  6,875 - 6,875 
M Cranmer  4,375 - 4,375 
 
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 over four years from the date of grant. 
  
The interests of the Executive Directors in Ordinary Shares subject to awards under this plan as at 31 December 
2015 were as follows:  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
DIRECTORS’ REMUNERATION REPORT 
For the year ended 31 December 2015  
24 
 
        
 
  Granted 
during the 
year 
Exercised 
during the 
year 
Lapsed 
in the 
year 
Outstanding as 
at 31 December 
2015 
Exercise 
prices  Vesting Dates 
C S Muirhead  - - - 
4,000,000 £0.90 - £1.80 Nov 2015 - 2017 
P Walker  3,814,347 - - 
4,714,347 £0.01 - £2.00 Aug 2014 - 2018 
 
 
The interests of the Non-Executive Directors in Ordinary Shares subject to awards under this plan as at 31 
December 2015, were as follows: 
 
 Granted 
during the 
year 
Exercised 
during the 
year 
Lapsed 
in the 
year 
Outstanding as 
at 31 December 
2015 
Exercise 
prices  Vesting Dates 
M Lieberman  - - - 960,000 
£0.075 - £1.00 Apr 2013 – 2017 
D Mathewson  - - - 396,000 
£0.32 - £0.60 Nov 2013 - 2018 
 
 
Directors’ interests 
The interests of the Directors in the issued Ordinary Shares as at 31 December 2015 are as follows: 
 
Director Number of Ordinary Shares  
 
A MacKenzie 20,959,543 
R Mansell 11,295,276 
R Miller 1,193,243 
N Dore 166,666 
P Walker 3,023,419 
 
Other transactions that occurred with Directors during the year are detailed in note 25 of the accounts under 
Related Party Transactions. 
 
Sir Robin Miller 
Chairman of the Remuneration Committee RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF RIGHTSTER 
GROUP PLC 
For the year ended 31 December 2015  
25 
 
Independent auditor's report to the members of Rightster Group plc 
We have audited the group financial statements of Rightster Group plc for 2015 which comprise the 
consolidated income statement and consolidated statement of comprehensive income, consolidated statement of 
financial position, consolidated statement of cash flows, 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 16, the Directors are 
responsible for the preparation of the group financial statements and for being satisfied that they give a true and 
fair view. Our responsibility is to audit and express an opinion on the group financial statements in accordance 
with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to 
comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors. 
Scope of the audit of the financial statements 
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's 
website at www.frc.org.uk/auditscopeukprivate. 
Opinion on financial statements 
In our opinion the group financial statements: 
 give a true and fair view of the state of the group's affairs as at 31 December 2015 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. 
 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF RIGHTSTER 
GROUP PLC (CONTINUED) 
For the year ended 31 December 2015  
26 
 
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 matters where 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 2015. 
 
 
        
Mark Henshaw 
Senior Statutory Auditor 
for and on behalf of Grant Thornton UK LLP 
Statutory Auditor, Chartered Accountants 
London 
 
April 2016 
 
 
 
 
 
 
 
 
 
 
 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 
 
For the year ended 31 December 2015 
27 
 
  31 31 
 Note 
December  
 2015 
 December  
2014 
  £ £ 
Total revenues including commission share  24,248,512 13,876,508 
Less commission share  
(9,694,194) (5,172,100) 
Revenue  14,554,318 8,704,408 
Cost of sales  
(8,446,322) (4,777,729) 
Gross profit   6,107,996 3,926,679 
    
Research and development expenses  - (1,015,387) 
Administration expenses  (18,973,556) (18,605,816) 
Share of result in associates  - 807 
Restructuring costs  
(1,599,263) (554,261) 
Operating loss 7 (14,464,823) (16,247,978) 
    
Exceptional items 8 (2,225,859) (991,688) 
Impairment charge  (36,038,741) - 
Finance income  15,343 29,292 
Finance costs 9 
(1,713,439) (1,558,572) 
Loss before tax 7 (54,427,519) (18,768,946) 
    
Analysed as    
Operating loss before tax adjusted for exceptional items, non-cash and 
restructuring costs (8,684,801) (12,452,841) 
Restructuring costs (1,599,263) (554,261) 
Exceptional items  (2,225,859) (991,688) 
Equity settled share based payments  
(1,137,920) (1,272,002) 
EBITDA  (13,647,843) (15,270,792) 
Finance costs  (1,713,439) (1,558,572) 
Finance income  15,343 29,292 
Impairment Charge  (36,038,741) - 
Depreciation  (269,436) (306,212) 
Amortisation  
(2,773,403) (1,662,662) 
Loss before tax  (54,427,519) (18,768,946) 
 
Income tax credit 10 
2,130,512 723,874 
    
Loss attributable to equity holders of the parent  
(52,297,007) (18,045,072) 
    
Statement of Comprehensive Income    
Loss for the year   (52,297,007) (18,045,072) 
Items that may be reclassified subsequently to profit or loss    
Exchange loss on translation of foreign subsidiaries  (62,141) (123,861) 
Total comprehensive loss for the year attributable to owners of the 
parent  
(52,359,148) (18,168,933) 
 
Loss per share (basic and diluted)    
Basic and diluted loss per ordinary share (pence) 11 19.4p 12.1p 
 
All transactions arise from continuing operations.   RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 
 
As at 31 December 2015 
28 
 
    
  
At 31 
December 
At 31 
December 
 Note 2015 2014 
  £ £ 
    
Non-current assets    
Intangible assets 13 19,061,850 56,538,210 
Property, plant and equipment 14 79,440 340,201 
Deferred tax asset 15 
- 103,863 
  19,141,290 56,982,274 
    
Current assets    
Trade and other receivables 16 7,444,963 7,117,330 
Cash and cash equivalents  
3,134,349 8,458,247 
  10,579,312 15,575,577 
    
Current liabilities    
Trade and other payables 17 (9,768,696) (8,744,964) 
Deferred consideration  - (22,163,229) 
Reorganisation provision  
- (214,047) 
  (9,768,696) (31,122,240) 
    
Non-current Liabilities    
Borrowings and other financial liabilities 18 (334,300)  -  
Deferred tax 15 (3,139,548) (3,726,524) 
  (3,473,848) (3,726,524) 
  
  
Net Assets   
16,478,058 37,709,087 
    
Equity    
Share capital 20 369,143 193,714 
Share premium 20 69,226,658 64,470,509 
Capital redemption reserve 20 6,660,000 6,660,000 
Merger reserve  (24,059,625) (24,059,625) 
Convertible loan note 18 68,066 - 
Merger relief reserve 20 62,624,450 41,009,443 
Retained deficit  (98,198,124) (50,414,585) 
Translation reserve  
(212,510) (150,369) 
Total equity  
16,478,058 37,709,087 
    
 
 
 
The financial statements on pages 27 to 61 were authorised for issue by the Board of Directors on ………. 
And were signed on its behalf by 
 
.  .  .  .  .  .  .  .  .  .  .  .  .  .  .  
 
Director  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
CONSOLIDATED STATEMENT OF CASH FLOWS 
 
For the year ended 31 December 2015 
29 
 
 12 Months 12 Months  
 
 ended 31 
December 
 2015 
ended 31 
 December  
2014 
Operating activities £ £ 
Loss before tax (54,427,519) (18,768,946) 
Adjustments :   
Depreciation, amortisation and impairment 39,081,580 1,968,874 
Finance income (15,343) (29,292) 
Finance costs 1,713,439 1,558,572 
Share based payment charges 1,137,920 1,272,002 
Increase in deferred consideration 1,732,449 - 
Share of profit from associates - 807 
Profit arising on deemed disposal of associate - (743,736) 
Deferred consideration classified as remuneration 365,754 362,938 
(Increase) in trade and other receivables (794,574) (2,293,602) 
Increase in trade and other payables 1,127,964 479,794 
Movement in provisions (214,047) 214,047 
Tax received / (paid) 
2,040,099 (38,477) 
Cash outflow from operating activities (8,252,278) (16,017,019) 
   
Investing activities   
Purchase of property plant and equipment (12,675) (89,685) 
Purchase of intangible assets (1,331,784) (3,125,254) 
Payment of deferred consideration (849,939) (152,665) 
Purchase of subsidiary undertakings - (26,947,312) 
Cash acquired with subsidiary undertakings - 1,165,363 
Loans to associates - 100,000 
Interest received 
15,351 29,292 
Cash outflow from investing activities (2,179,047) (29,020,261) 
   
Cash flows from financing activities   
Interest paid - (8,218) 
Issue of share capital 5,184,581 42,083,168 
Share issue costs (398,612) (1,099,737) 
Loan finance raised 383,599 - 
Net cash inflow from financing 5,169,568 40,975,213 
   
Net change in cash and cash equivalents 
(5,261,757) (4,062,067) 
   
Movement in net cash   
Cash 8,458,247 12,719,074 
Bank overdraft 
- (229,559) 
Cash and cash equivalents, beginning of period 8,458,247 12,489,515 
   
(Decrease) in cash and cash equivalents (5,261,757) (4,062,067) 
Movement in foreign exchange (62,141) 30,799 
Cash and cash equivalents, end of period 
3,134,349 8,458,247 
    RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 
 
For the year ended 31 December 2015 
30 
 
 
Share 
capital 
Share 
premium 
 
Deferred 
share capital 
Capital 
redemption 
Reserve 
Convertible 
Loan 
Note 
 
Merger 
Reserve 
 
Merger relief 
Reserve 
 
Translation 
Reserve 
Retained 
earnings 
Total 
Equity 
 £ £ £ £ £ £ £ £ £ £ 
 
          
At 31 December 2013 
116,372 23,563,470 6,660,000 - - (24,059,625) 40,410,393 (26,508) (33,641,515) 13,022,587 
           
Shares issued during the year  77,342 42,006,776 - - - - 599,050 - - 42,683,168 
Share issue costs - (1,099,737) - - - - - - - (1,099,737) 
Equity settled share based payments             s- - - - - - - - 1,272,002 1,272,002 
Repurchased during the year                           - - (6,660,000) 6,660,000 - - - - - - 
 
          
Transactions with owners 
77,342 40,907,039 (6,660,000) 6,660,000 - - 599,050 - 1,272,002 42,855,433 
   
      
  
Other Comprehensive income         
Loss and total comprehensive income for the period            -                    - - - -                    - (123,861) (18,045,072) (18,168,933) 
 
          
At 31 December 2014 
193,714 64,470,509 - 6,660,000 - (24,059,625) 41,009,443 (150,369) (50,414,585) 37,709,087 
   
      
  
Shares issued during the year  175,429 5,159,720 - - - - 21,615,007 - - 26,950,156 
Share issue costs - (403,571) - - - - - - - (403,571) 
Equity settled share based payments             s- - - - - - - - 4,513,468 4,513,468 
Issue of convertible loan notes                       - - - - 68,066 - - - - 68,066 
 
          
Transactions with owners 
175,429 4,756,149 - - 68,066 - 21,615,007 - 4,513,468 31,128,119 
   
      
  
Other Comprehensive income         
Loss and total comprehensive income for the period            - - - - - - (62,141) (52,297,007) (52,359,148) 
 
          
At 31 December 2015 
369,143 69,226,658 - 6,660,000 68,066 (24,059,625) 62,624,450 (212,510) (98,198,124) 16,478,058 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
31 
 
1 Rightster  
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 3
rd
 Floor, 1 Neal Street, 
London, WC2H 9QL.  On 12 November 2013 the Company entered into share exchange agreements to 
acquire 100% of the issued share capital of Rightster Limited, a company incorporated in England and Wales 
on 16 May 2011 and registered at the same address. On 12 November 2013 the Company was admitted to 
the Alternative Investment Market (AIM) where its ordinary shares are traded. 
The consolidated financial statements of the group for the year ended 31 December 2015 comprise the 
Company and its subsidiaries (together referred to as the “Group”). The Group provides an online video 
distribution and marketing network, providing rights holders, online publishers and advertisers with the tools 
and expertise required to engage audiences and optimize digital revenues.  The Group’s business activities, 
together with the factors likely to affect its future development, performance and position are set out in the 
Chairman’s Report on pages 3 to 4, in addition, note 23 to the financial statements includes the Group’s 
objectives, policies and processes for managing its capital; its financial risk management objectives; details of 
its financial instruments and its exposure to credit risk and liquidity risk. 
2 Basis of preparation 
2.1. Going Concern 
The financial statements have been prepared on a going concern basis, which assumes that the Group will be 
able to meet its liabilities as they fall due for the foreseeable future. The Group is dependent for its working 
capital requirements on cash generated from operations, cash holdings and from equity markets. The cash 
holdings of the Group at 31 December 2015 were £3,134,349.  
The Group made a loss of £52,297,007 for the year ended 31 December 2015 (2014: £18,045,072).  
The Directors have prepared detailed cash flow projections (“the Projections”) which are based on their 
current expectations of trading prospects. The forecasts have been prepared over a period of 5 years. In order 
to fund the existing growth plans and working capital requirement the group required additional financing to 
meet its obligations.  On 6 January 2016, the Group secured a further £10 million (before expenses) in 
additional funding to finance the new strategic plan of the new management team.  Accordingly, the 
Directors have concluded that it is appropriate to continue to adopt the going concern basis in preparing 
these financial statements.  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
32 
 
2.2. Basis of consolidation 
The consolidated financial statements consolidate the financial statements of Rightster Group plc and all its 
subsidiary undertakings up to 31 December 2015, with comparative information presented for the year ended 
31 December 2014. No profit and loss account is presented for Rightster Group plc as permitted by section 
408 of the Companies Act 2006. 
 
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income 
statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where 
necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies 
used into line with those used by the Group. 
 
All intra-group transactions, balances, income and expenses are eliminated on consolidation. 
 
Entities other than subsidiaries or joint ventures, in which the Group has a participating interest and over 
whose operating and financial policies the Group exercises significant influence, are treated as associates. The 
results of associate undertakings are consolidated under the equity method of accounting. The Group applies 
uniform accounting policies and any profits or losses arising on intra-group transactions have been 
eliminated. 
2.3. Adoption of new and revised standards 
New and amended standards issued in the year have not had a significant impact on the financial statements.  
At the date of authorisation of these financial statements, certain new standards, amendments and 
interpretations to existing standards have been published by the IASB and adopted by the EU 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. 
 Accounting for acquisition of interest in joint Operations (Amendments to IFRS11) (effective 1 
January 2016) 
 Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to IAS 16 and 
IAS 38 (effective 1 January 2016) 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
33 
 
3 Statement of compliance 
The financial statements have been prepared in accordance with the accounting policies and presentation 
required by International Financial Reporting Standards (IFRS), and International Financial Reporting 
Interpretations Committee (“IFRIC”) Interpretations as endorsed by the European Union. They are 
presented in pounds sterling. The financial statements have also been prepared in accordance with those parts 
of the Companies Act 2006 that are relevant to companies that prepare financial statements in accordance 
with IFRS. 
4 Summary of accounting policies 
The Company’s presentation and functional currency is £ (Sterling). 
 
4.1. Basis of consolidation 
The Group financial statements consolidate those of the parent company and all of its subsidiary 
undertakings drawn up to 31 December 2015. Subsidiaries are all entities over which the Group has the 
power to control the financial and operating policies and is exposed to or has rights over variable returns 
from its involvements with the investee and has the power to affect returns.  Rightster Group plc obtains and 
exercises control through more than half of the voting rights for all its subsidiaries. All subsidiaries have a 
reporting date of 31 December and are consolidated from the acquisition date, which is the date from which 
control passes to Rightster Group plc. 
 
Unrealised gains and losses on transactions between Group companies are eliminated. Where recognised 
losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for 
impairment from a group perspective. Amounts reported in the financial statements of subsidiaries have 
been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. 
 
Business combinations are dealt with by the acquisition method. The acquisition method involves the 
recognition at fair value of all identifiable assets and liabilities, including contingent liabilities of the 
subsidiary, at the acquisition date, regardless of whether or not they were recorded in the financial statements 
of the subsidiary prior to acquisition. On initial recognition, the assets and liabilities of the subsidiary are 
included in the consolidated statement of financial position at their fair values, which are also used as the 
basis for subsequent measurement in accordance with the Group accounting policies. Goodwill is stated after 
separating out identifiable intangible assets. Goodwill represents the excess of acquisition cost over the fair 
value of the Group’s share of the identifiable net assets of the acquired subsidiary at the date of acquisition. 
 
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are 
recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable. 
 
4.2. Investments in associates 
Associates are those entities over which the Group is able to exert significant influence. Investments in 
associates are initially recognised at cost and subsequently accounted for using the equity method. 
 
All subsequent changes to the Group’s share of interest in the equity of the associate are recognised in the 
carrying amount of the investment. Changes resulting from the profit or loss generated by the associate are 
reported within ‘Share of results in associates’ in profit or loss. These changes include subsequent 
depreciation, amortisation, impairment or fair value adjustments of assets and liabilities. 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
34 
 
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. 
 
4.3. Revenue 
Revenue is measured at the fair value of the consideration received or receivable and represents amounts 
receivable for services provided in the normal course of business, net of discounts and sales related taxes. 
Revenue is recognised when the amount of revenue can be measured reliably, it is probable that the economic 
benefits associated with the transaction will flow to the entity, the costs incurred or to be incurred can be 
measured reliably, and when the criteria for each of the Group’s different activities has been met. 
 
Gross versus Net Revenue Recognition 
The Group’s primary market offering is a network or exchange whereby owners and licensors of video rights 
(rights holder/content owner) monetise these rights by loading the videos onto the network and allowing 
Publishers, through access to the network, to embed the video in their websites. The ultimate source of 
revenue is from a third party, either an advertiser (media agency or brand) or the consumer themselves who 
pay a subscription fee for access to the video. 
 
Rightster’s fee is a revenue share in the transaction, which is either a share of the gross receipts or a share of 
the net amount accruing to the rights holder (in this instance, Publishers fees are taken off first). The 
Publisher fee is set by the Rights Holder, either by way of a maximum percentage payable, or by the setting of 
a fixed percentage payable. In the former case, where the publisher agrees a lower fee, the benefit of this 
lower fee is passed on to the Rights Holder i.e. Rightster does not retain the full value of the lower fee but 
passes the value to the Rights Holder.  
 
Save for the instances, detailed below, where the Company agrees a minimum fee to the Rights Holder, the 
Company does not guarantee a level of revenue that will be generated by the Rights Holder. In addition it 
does not modify or alter the video received from the Rights Holder other than what is required for the 
fulfilment of the contractual obligations agreed with the customer (such as encoding). 
 
In the normal course of business, the Company therefore acts as an agent in executing transactions between 
these third parties.  
 
In connection with these arrangements, the Company must determine whether to report revenue based on 
the gross amount billed to the ultimate customer or on the net amount received from the customer after 
commissions and other payments to third parties. To the extent revenues are recorded on a gross basis, any 
commissions or other payments to third parties are recorded as expense so that the net amount (gross 
revenues less expense) is reflected in Operating Profit. Accordingly, the impact on Operating Profit is the 
same whether the Company records revenue on a gross or net basis. 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
35 
 
The determination of whether revenue should be reported on a gross or net basis is based on an assessment 
of whether the Company is acting as the principal or an agent in the transaction. If the Company is acting as a 
principal in a transaction, the Company reports revenue on a gross basis. If the Company is acting as an agent 
in a transaction, the Company reports revenue on a net basis. The determination of whether the Company is 
acting as a principal or an agent in a transaction involves judgment and is based on an evaluation of the terms 
of an arrangement.  
 
The Company serves as the principal in transactions in which it has substantial risks and rewards of 
ownership. In the context of Rightster’s business we take this to be where we have agreed a “buy out” of 
content which means the Company acts as the principal and pays a fixed fee to the rights holder but then 
retains all revenues associated with the monetisation of the rights. Both risk and reward are hence taken on by 
Rightster.  
 
The Company may also agree a Revenue Advance or a Minimum Revenue Guarantee (“MRG”), coupled in 
both cases with a revenue share. A deal would only be agreed where the revenues forecast from the deal are 
likely to be in excess of the Advance or MRG. In this case the rewards do not wholly accrue to Rightster as 
the customer would also receive higher revenue in excess of the Advance or MRG if achieved. We account 
for these deals as principle. 
 
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 
recognized as a deduction to total revenues including commission share in order to derive net revenue. 
 
License fees  
License fees are recognised over the period of the licensing agreement in line with the work performed on the 
contract. 
 
The licensing of viral video content is recognised when an agreement has been reached with the customer for 
use of the clip and the clip has been made available to the customer. 
 
Usage fees   
Usage fees are chargeable to clients in accordance with the services consumed or accessed over a given 
period. Services include the provision of bandwidth, storage and ad server fees.  Revenue is recognized when 
the services are provided, based on contracted rates.  
 
Professional services 
A range of professional services are provided to clients including YouTube channel management and live 
streaming services. Revenue is recognised when the Company has performed the obligations necessary under 
the contract to fulfil those contractual obligations. 
 
Direct to consumer (Subscription) 
Services or content are provided direct to the consumer. For these contracts, revenue is recognised over the 
subscription period. Where the subscription period is a month or a week, the full subscription fee received is 
recognized in the month of receipt. For subscriptions longer than a month, revenue is recognized evenly over 
the subscription period.  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
36 
 
Theatrical 
Theatrical revenue relates to the placement and distribution of theatrical trailers in the film industry. Revenue 
is recognised when delivery is made and the risk has passed to the buyer. 
4.4. Interest and dividend income 
Interest income and expenses are reported on an accrual basis using the effective interest method. 
Dividend income, other than from investments in associates, is recognised at the time the right to receive 
payment is established. 
 
4.5. Foreign currency translation 
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. 
Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the balance 
sheet date. Non-monetary items that are measured at historical cost in a foreign currency are translated at the 
exchange rate at the date of the transaction. Non-monetary items that are measured at fair value in a foreign 
currency are translated using the exchange rates at the date when the fair value was determined. 
Any exchange differences arising on the settlement of monetary items or on translating monetary items at 
rates different from those at which they were initially recorded are recognised in the profit or loss in the 
period in which they arise.  
The assets and liabilities in the financial statements of foreign subsidiaries and related goodwill are translated 
at the rate of exchange ruling at the balance sheet date. Income and expenses are translated at the actual rate 
on the date of transaction. The exchange differences arising from the retranslation of the opening net 
investment in subsidiaries and on income and expenses during the year are recognised in other 
comprehensive income and taken to the “translation reserve” in equity. On disposal of a foreign operation 
the cumulative translation differences (including, if applicable, gains and losses on related hedges) are 
transferred to the income statement as part of the gain or loss on disposal. 
4.6. Segment reporting 
IFRS 8 requires operating segments to be identified on the same basis as is used internally for the review of 
performance and allocation of resources by the Group Chief Executive (chief operating decision maker – 
CODM).  
The board has reviewed the group and all revenues are functional activities of monetising content online and 
these activities take place on an integrated basis.  The senior executive team review the financial information 
on an integrated basis for the Group as a whole, with respective heads of business who are geographically 
located and in accordance with IFRS 8, the Company will be providing only a geographical split as it 
considers that all activities fall within one segment of business which is monetising content online.  
Segmental information is presented in accordance with IFRS 8 for all periods presented.  
 
4.7. Leasing 
Rentals payable under operating leases are charged to the income statement on a straight-line basis over the 
term of the relevant lease.  Benefits received and receivable as an incentive to enter into an operating lease are 
also spread on a straight-line basis over the lease term.  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
37 
 
4.8. Property, plant and equipment 
Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment.  
Depreciation is calculated to write down the cost less estimated residual value of all property, plant and 
equipment by equal annual instalments over their expected useful lives less estimated residual values, using 
the straight line method.  The rates generally applicable are: 
 
Fixtures & Fittings 3   years straight line basis 
Computer equipment 3   years straight line basis 
  
 
The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is 
determined as the difference between the sales proceeds and the carrying amount of the asset and is 
recognised in profit or loss. 
 
The assets’ residual value and useful lives are reviewed, and adjusted if required, at each balance sheet date.  
The carrying amount of an asset is written down immediately to its recoverable amount if the carrying 
amount is greater than its estimated recoverable amount. 
 
4.9. Impairment of property, plant and equipment 
At each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment to 
determine whether there is any indication that those assets have suffered an impairment loss. If any such 
indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the 
impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, 
the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. 
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in 
use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that 
reflects current market assessments of the time value of money and the risks specific to the asset. 
 
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying 
amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An 
impairment loss is recognised immediately in profit or loss. 
 
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is 
increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does 
not exceed the carrying amount that would have been determined had no impairment loss been recognised 
for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately 
in profit or loss. 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
38 
 
4.10. Intangible assets 
An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognised to 
the extent that it is probable that the expected future economic benefits attributable to the asset will flow to 
the Group and that its cost can be measured reliably. The asset is deemed to be identifiable when it is 
separable or when it arises from contractual or other legal rights. 
 
Intangible assets acquired as part of a business combination, are shown at fair value at the date of the 
acquisition less accumulated amortisation.  Amortisation is charged on a straight line basis through the profit 
or loss.  The rates applicable, which represent the Directors’ best estimate of the useful economic life, are: 
 
 Customer relationships: 5 – 10 years 
 Technology: 1 – 5 years 
 Brand: 3 years 
 Software: 3 years 
4.11. Impairment of intangible assets  
At each balance sheet date, the Group reviews the carrying amounts of its intangible assets and goodwill to 
determine whether there is any indication that those assets have suffered an impairment loss. If any such 
indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the 
impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, 
the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. 
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in 
use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that 
reflects current market assessments of the time value of money and the risks specific to the asset. 
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.  Impairments are charged to goodwill first and 
then on a pro-rata basis across fixed assets once goodwill has been reduced to Nil. 
Goodwill 
Goodwill represents the difference between the cost of the acquisition and the fair value of the net 
identifiable assets acquired. Identifiable intangibles are those which can be sold separately or which arise from 
legal rights regardless of whether those rights are separable. 
 
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to the cash-
generating units that are expected to benefit from the synergies of the combination and is not amortised but 
tested annually for impairment.  Impairment losses in respect of goodwill cannot be subsequently reversed. 
4.12. Development costs 
Expenditure on the research phase of an internal project is recognised as an expense in the period in which it 
is incurred.  Development costs incurred on specific projects are capitalised when all the following conditions 
are satisfied: 
 Completion of the asset is technically feasible so that it will be available for use or sale 
 The group intends to complete the asset and use or sell it  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
39 
 
 The group has the ability to use or sell the asset and the asset will generate probable future economic 
benefits (over and above cost) 
 There are adequate technical, financial and other resources to complete the development and to use 
or sell the asset, and 
 The expenditure attributable to the asset during its development can be measured reliably. 
 
Development costs not meeting the criteria for capitalisation are expensed as incurred.  The cost of an 
internally generated asset comprises all directly attributable costs necessary to create, produce and prepare the 
asset to be capable of operating in the manner intended by management.  Directly attributable costs include 
employee (other than Director) costs incurred along with third party costs. 
Judgement by the Directors is applied when deciding whether the recognition requirements for development 
costs have been met.  Judgements are based on the information available at the time when costs are incurred.  
In addition, all internal activities related to the research and development of new projects are continuously 
monitored by the Directors. 
4.13. Taxation 
Tax expenses recognised in profit or loss comprise the sum of the tax currently payable and deferred tax not 
recognised in other comprehensive income or directly in equity. 
Current tax 
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported 
in the statement of comprehensive income because it excludes items of income or expense that are taxable or 
deductible in other years and it further excludes items that are never taxable or deductible. The Group’s 
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the 
balance sheet date. 
 
Deferred tax 
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the 
financial statements and the corresponding tax bases used in the computation of taxable profit, and are 
accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable 
temporary differences, and deferred tax assets are generally recognised for all deductible temporary 
differences to the extent that it is probable that taxable profits will be available against which those deductible 
temporary differences can be recognised. Such assets and liabilities are not recognised if the temporary 
difference arises from goodwill or from the initial recognition (other than in a business combination) of other 
assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. 
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in 
subsidiaries except where the group is able to control the reversal of the temporary difference and it is 
probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising 
from deductible temporary differences associated with such investments are only recognised to the extent 
that it is probable that there will be sufficient taxable profits against which to recognise the benefits of the 
temporary differences and they are expected to reverse in the foreseeable future. 
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it 
is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be 
recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the 
period in which the liability is settled or the asset recognised based on tax rates (and tax laws) that have been 
enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and 
assets reflects the tax consequences that would follow from the manner in which the group expects, at the 
reporting date, to recover or settle the carrying amount of its assets and liabilities.  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
40 
 
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax 
assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority 
and the group intends to settle its current tax assets and liabilities on a net basis. 
4.14. Financial Instruments 
 
Financial assets 
Financial assets are recognised when the Group becomes a party to the contractual provisions of the financial 
instrument. 
Loans and receivables 
Trade receivables and other receivables that have fixed or determinable payments that are not quoted in an 
active market are classified as ‘loans and receivables’.  Loans and receivables are initially recognized at fair 
value and are subsequently measured using the effective interest method less provision for any impairment.  
Financial liabilities and equity instruments 
Financial liabilities and equity are classified according to the substance of the contractual arrangements 
entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group 
after deducting all of its liabilities. Other financial liabilities (including borrowing and trade and other 
payables) are initially recognized at fair value and subsequently measured at amortised cost using the effective 
interest method. 
Financial liability instruments 
Deferred consideration is measured at fair value discounted using the groups average cost of capital. 
 
Contingent consideration is determined using a combination of management forecasts and projections for 
relevant scenarios in order to estimate the most likely outcome for a given transaction.  
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 arising on those shares, net of any related 
income tax benefits. 
 
Retained earnings include all current and prior period retained profits or losses. It also includes credits arising 
from share based payment charges. 
 
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;  
 on completion of the transaction, the company issuing the shares will have secured at least a 90% 
equity holding in the other company.  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
41 
 
Deferred share capital represents the nominal value of the deferred shares that have been issued 
 
Where the company purchases its own equity share capital, on cancellation the nominal value of the shares 
cancelled is deducted from share capital and the amount is transferred to the capital redemption reserve. 
 
Dividend distributions payable to equity shareholders are included in ‘other liabilities’ when the dividends 
have been approved in a general meeting prior to the reporting date. 
4.16. Convertible loan note 
Compound financial instruments issued by the Company comprise convertible loan notes that can be 
converted to share capital at the option of the holder, and the number of shares to be issued does not vary 
with changes in their fair value. The liability component of a compound financial instrument is recognised 
initially at the fair value of a similar liability that does not have an equity conversion option. The equity 
component is recognised initially at the difference between the fair value of the compound financial 
instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs 
are allocated to the liability and equity components in proportion to their initial carrying amounts. 
 
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at 
amortised cost using the effective interest method. The equity component of a compound financial 
instrument is not re-measured  subsequent to initial recognition except on conversion or expiry. Borrowings 
are classified as current liabilities unless the Company has an unconditional right to defer settlement of the 
liability for at least 12 months after the end of the reporting period. On conversion of the compound 
instrument to equity, the shares are issued by the company in line with the terms of the instrument 
agreement. Any difference between the nominal value of the shares issued and the conversion price is 
credited to the share premium account.  
4.17. Cash and cash equivalents 
Cash and cash equivalents include cash in hand, deposits held at call with banks, together with other short-
term highly liquid investments that are readily convertible into known amounts of cash having maturities of 
3 months or less from inception and which are subject to an insignificant risk of change in value, and bank 
overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet. 
 
4.18. Employee benefits 
The Group operates a defined contribution pension plan on behalf of its employees and amounts due are 
expensed as they fall due. 
4.19. Share based payments 
Employees (including Directors) of the Group received remuneration in the form of share-based payment 
transactions, whereby employees render services in exchange for rights over shares (‘equity-settled 
transactions’).  The Group has applied the requirements of IFRS 2 share-based payments to all grants of 
equity instruments. The transactions have been treated as equity settled. 
 
The cost of equity settled transactions with employees is measured by reference to the fair value at the grant 
date of the equity instrument granted. The fair value is determined by using the Black-Scholes method. The 
cost of equity-settled transactions are recognised, together with a corresponding charge to equity, over the 
period between the date of grant and the end of a vesting period, where relevant employees become fully  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
42 
 
entitled to the award. The total value of the options has been pro-rated and allocated on a weighted average 
basis. 
4.20. Settlement discounts 
Where discounts are negotiated for early settlement of liabilities these are recognised within the income 
statement. 
4.21. Exceptional items 
The Group separately discloses items which it determines are non-recurring exceptional items. These are 
non-recurring items or items that are material and unrelated to the principal operating activities of the Group 
and the normal working capital financing of the Group.   RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
43 
 
5 Critical accounting judgements and key sources of estimation uncertainty 
The preparation of financial statements under IFRS requires the Group to make estimates and assumptions 
that affect the application of policies and reported amounts. Estimates and judgements are continually 
evaluated and are based on historical experience and other factors including expectations of future events that 
are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The 
estimates and assumptions which have a risk of causing a material adjustment to the carrying amount of 
assets and liabilities are discussed below. 
5.1. Critical accounting judgements 
Impairment of goodwill 
The Group is required to test, at least annually, whether goodwill has suffered any impairment. The 
recoverable amount is determined based on value in use calculations. The use of this method requires the 
estimation of future cash flows attributable to the acquired cash-generating unit and the choice of a suitable 
discount rate in order to calculate the present value of these cash flows.  Actual outcomes could vary. 
 
Intangible assets and impairment 
The Group recognises the intangible assets acquired as part of business combinations at fair value at the date 
of acquisition. The determination of these fair values is determined by experts engaged by management and 
based upon management’s and the Directors’ judgement and includes assumptions on the timing and amount 
of future incremental cash flows generated by the assets and selection of an appropriate discount rate.  
Furthermore management must estimate the expected useful lives of intangible assets and charge 
amortisation on these assets accordingly. 
 
Deferred taxation 
Deferred tax assets and liabilities have been recognised which are contingent and dependent upon future 
trading performance. 
 
Development costs 
Development costs incurred on specific projects are capitalised when certain conditions are satisfied.  Careful 
judgement by the Directors has been applied when deciding whether the recognition requirements for 
development costs are met.  Judgements are based on the information available at the time of incurring the 
costs.    
 
Development of multichannel network for the Arts 
Rightster has entered into an agreement to develop a Multichannel Network for the Arts. Rightster provides 
channel management activities to the client based on an agreed schedule of expenditure and mark up. The 
income from this agreement relates to channel management activities which are in line with the ordinary 
activities of the company.  As such, the income is treated as revenue under IAS18 and does not fall within the 
scope of IAS20.   
 
Treatment of revenue as agent or principal 
The determination of whether the Company is acting as a principal or an agent in a transaction involves 
judgment and is based on an evaluation of the terms of an arrangement.  The Company serves as the 
principal in transactions in which it has substantial risks and rewards of ownership. The difference in 
treatment between principal and agent will impact gross and net revenue and cost of sales.   RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
44 
 
5.2. Estimates 
Share based payment charges 
The group is required to measure the fair value of its share based payments.  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 share based payment.  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 
2.74% and management, including the Directors, have estimated the expected life of most share based 
payments to be 4 years. 
 
Bad debt provision 
Recoverability of some receivables may be doubtful although not definitely irrecoverable.  Where 
management feel recoverability is in doubt an appropriate provision is made for the possibility that the 
amounts may not be recovered in full.  Provisions are made using past experience however subjectivity is 
involved when assessing the level of provision required.  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
45 
 
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.  One 
customer accounted for £3.1m or 21.4% of total revenue. 
 
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. 
 
    
    2015 2014 
  £ £ 
Revenue    
United Kingdom & Ireland  12,264,485 6,613,570 
United States of America  4,220,930 2,070,154 
Europe  3,405,305 2,786,297 
Rest of the world  
4,357,792 2,406,487 
Total Revenues including commission share  24,248,512 13,876,508 
Less commission share  
(9,694,194) (5,172,100) 
Revenue  14,554,318 8,704,408 
Cost of sales  (8,446,322) (4,777,729) 
  
  
Gross profit   6,107,996 3,926,679 
    
Administration  (20,572,819) (20,175,464) 
Share of result in associates  
- 807 
Operating loss  
(14,464,823) (16,247,978) 
    
The Group identified three revenue streams, Advertising, Subscriptions and Theatrical.  The analysis 
of revenue by each stream is detailed below. 
    
   2015 2014 
  £ £ 
Advertising  12,912,272 6,336,737 
Subscriptions  876,788 1,211,846 
Theatrical  765,258 1,155,825 
  
14,554,318 8,704,408 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
46 
 
7 Operating loss and loss before taxation 
The operating loss and the loss before taxation are stated after: 
    
    
  2015 2014 
  £  £ 
Auditor’s remuneration:    
- Audit services  94,000 100,000 
- Tax advisory services  24,367 38,250 
- Other services  12,000 1,500 
Operating lease rentals – land and 
buildings  1,423,888 1,124,375 
Depreciation: property, plant and 
equipment  269,436 306,212 
Impairment of intangible assets  36,038,741 - 
Amortisation  2,773,403 1,662,662 
Foreign exchange loss   229,712 122,463 
 
8 Exceptional items 
    
    
    2015 2014 
  £  £ 
Acquisition costs  493,410 1,628,274 
Increase in deferred consideration payable 1,732,449 - 
Aborted acquisition costs  - 105,032 
Other  - 2,118 
Profit on acquisition  - (743,736) 
  
2,225,859 991,688 
 
9 Finance costs 
    
    
   2015 2014 
  £  £ 
Interest payable  18,767 8,218 
Unwinding of discount on deferred consideration 1,694,672 1,550,354 
  
1,713,439 1,558,572  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
47 
 
10 Tax expense 
Major components of tax credit:   
 2015 2014 
 £  £ 
Current tax:   
UK corporation tax at 20.25% (2014: 21.5%) (1,647,399) (467,000) 
Foreign Tax   
Overseas tax - 86,226 
 
  
Total current tax 
(1,647,399) (380,774) 
   
Deferred Tax:   
Originations and reversal of temporary differences 
(483,113) (343,100) 
Tax credit on loss on ordinary activities 
(2,130,512) (723,874) 
 
UK corporation tax is calculated at 20.25% (2014: 21.5%) of the estimated assessable loss for the 
year.  Taxation for other jurisdictions is calculated at the rates prevailing in those jurisdictions.  
 
The credit for the year can be reconciled to the loss per the income statement as follows: 
 
Reconciliation of effective tax rate: 
   
 2015 2014 
 £ £ 
Loss on ordinary activities before tax 
(54,427,519) (18,768,946) 
   
   
Income tax using the Company’s domestic tax rate 20.25% (2014: 
21.5%) 
 
(11,021,573) 
 
(4,035,324) 
Effect of:   
Expenses not deductible for tax purposes 1,199,795 177,638 
Amortisation and impairment of intangible assets 7,774,222 361,629 
Overseas subsidiaries taxed at different rates - 86,236 
Difference in capital allowances & depreciation/amortisation 179,283 13,909 
Tax credit on research and development (1,589,771) (467,000) 
Unutilised tax losses carried forward 1,327,532 3,139,038 
Total tax credit for period 
(2,130,512) (723,874) 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
48 
 
11 Loss per share 
Both the basic and diluted loss per share have been calculated using the loss after tax attributable 
to shareholders of Rightster Group plc as the numerator, i.e. no adjustments to losses were 
necessary in 2014 or 2015.  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 antidilutive. 
   
  2015 2014 
 £ £  
Loss for the year attributable to ordinary shareholders (52,297,007) (18,045,072) 
   
Research and development costs charged to income - 1,015,387 
Equity settled share based payments 1,137,920 1,272,002 
Amortisation, depreciation and impairment 39,081,580 1,968,874 
   
Adjusted loss for the period attributable to the equity shareholders  
(12,077,507) (13,788,809) 
   
Weighted average number of ordinary shares 270,181,450 149,285,293 
   
Basic and diluted loss per ordinary share (pence) 
19.4p 12.1p 
Adjusted basic and diluted loss per ordinary share (pence) 
4.5p 9.2p 
 
On 7 January 2016 the group issued a further 200,000,000 £0.001 shares at £0.05 per share.  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
49 
 
12 Directors and employees 
The average number of persons (including Directors) employed by the Group during the years were: 
   
  2015 2014 
 Number Number 
Finance and Administration 24 24 
Technology and solution delivery 136 90 
Sales, account management & audience development 38 88 
 
198 202 
The aggregate cost of these employees was: 
   
 2015 2014 
 £ £ 
   
Wages and salaries 7,428,635 10,347,917 
Payroll taxes 1,234,504 1,082,755 
Pension contributions 179,939 208,357 
 
8,843,078 11,639,029 
 
Directors emoluments paid during the period and included in the above figures were: 
 
   
 2015 2014 
 £ £ 
Emoluments 
1,121,327 875,668 
 
The highest paid Director received emoluments totalling £260,000 (2014:£ 305,000).  The amount 
of share based payments charge (see Note 21) which relates to the Directors was £317,413 
(2014:£313,715).   Key management of the Group are the executive members of Rightster Group 
plc’s Board of Directors. Key management personnel remuneration includes the following 
expenses: 
2015 
   
  2015 2014 
 £ £ 
Salaries including bonuses 705,000 815,333 
Social security costs 97,390 60,336 
Pensions 
- 
2,760 
Emoluments 
802,390 878,429 
 
 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
50 
 
13 Intangible assets 
  Goodwill Software Technology 
 
 
Brands 
Customer 
Relation-
ships Total 
  £ £ £ £ £ £ 
Cost        
At 31 December 2013  1,865,643 250,000 756,344 - 405,334 3,277,321 
Additions  - -  3,125,254 -  3,125,254 
Acquired with subsidiary  33,696,767 - - 272,666 18,926,715 52,896,148 
Disposals  
(487,374) (250,000) - - - (737,374) 
At 31 December 2014  
35,075,036 - 3,881,598 272,666 19,332,049 58,561,349 
        
Additions 
 - - 1,331,784 - - 1,331,784 
At 31 December 2015  
35,075,036 - 5,213,382 272,666 19,332,049 59,893,133 
        
Amortisation        
At 31 December 2013  - 250,000 303,619 - 56,858 610,477 
Charge for the year  - - 730,091 38,968 893,603 1,662,662 
Disposals  
- (250,000) - - - (250,000) 
At 31 December 2014  
- - 1,033,710 38,968 950,461 2,023,139 
        
Charge for the year  - - 708,775 90,889 1,973,739 2,773,403 
Impairment charge  
35,075,036 - 166,373 6,845 786,487 36,034,741 
At 31 December 2015  
35,075,036 - 1,908,858 136,702 3,710,687 40,831,283 
        
Net Book Value        
        
At 31 December 2013  
1,865,643 - 452,725 - 348,476 2,666,844 
        
At 31 December 2014  
35,075,036 - 2,847,888 233,698 18,381,588 56,538,210 
        
At 31 December 2015  
- - 3,304,524 135,964 15,621,362 19,061,850 
        
Goodwill is not amortised, but tested annually for impairment with the recoverable amount being 
determined from value in use calculations. 
As at 31 December 2015 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.  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
51 
 
13 Intangible assets – continued 
As at 31 December 2015, goodwill and other intangible assets were assessed for impairment, the 
newly appointed management team having adopted a new strategy which has resulted in a change of 
business model.  Updated forecasts and assumptions have been prepared using the new business 
model behind the strategy which has resulted in an impairment charge of £36,038,741.  
 
The estimated cash flows for a period of 5 years were developed using internal forecasts, and a pre-
tax discount rate of 15%. The cash flows beyond 5 years have been extrapolated assuming zero 
growth rates. The key assumptions are based on new customers and forecasts, which are determined 
through a combination of management’s views, market estimates and forecasts and other sector 
information. 
Whilst the Directors are satisfied that the projections are reasonable and prudent, they recognise that 
the underlying assumptions require judgement and estimation to forecast future income. Based on 
sensitivities a fall in projected gross margin of 5% would give rise to a further impairment of £5.22 
million. 
14 Property, plant and equipment 
 
 Computer 
Equipment 
Fixtures & 
 fittings Total 
  £ £ £ 
At 31 December 2013  738,928 26,091 765,019 
Acquired with subsidiaries  98,013 21,917 119,930 
Additions 
 63,894 25,791 89,685 
At 31 December 2014  
900,835 73,799 974,634 
     
Additions  12,675 - 12,675 
Disposals 
 (99,386) (30,676) (130,062) 
At 31 December 2015  
814,124 43,123 857,247 
     
Depreciation and impairment     
At 31 December 2013  317,633 10,588 328,221 
Charge for the year 
 282,410 23,802 306,212 
At 31 December 2014  
600,043 34,390 634,433 
     
Charge for the year  239,929 29,507 269,436 
Disposals  (99,386) (30,676) (130,062) 
Impairment charge 
 3,525 475 4,000 
At 31 December 2015  
744,111 33,696 777,807 
     
Net Book Value    
At 31 December 2013 
421,295 15,503 436,798 
    
At 31 December 2014 
 300,792 39,409 340,201 
    
At 31 December 2015  
70,013 9,427 79,440 
   RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
52 
 
15 Deferred taxation assets and liabilities 
Deferred tax recognised: 
     
   2015 2014 
   £ £ 
Deferred tax assets     
Difference in depreciation and capital allowances - 29,098 
Deferred tax on intangible assets - 74,765 
Deferred tax liabilities   
Deferred tax on intangible assets (3,139,548) (3,726,524) 
   
(3,139,548) (3,622,661) 
 
 
Unutilised tax losses carried forward which have not been recognised as a deferred tax asset at 31 
December 2015 were £52,268,565 (2014:£39,770,082) 
 
Reconciliation of movement in deferred tax 
   
Deferred tax 
on intangible 
assets 
Depreciation 
in excess of 
capital 
allowances Total 
   £ £ £ 
      
As at 31 December 2013   (107,164) 29,097 (78,067) 
Acquired on acquisition   (3,887,694) - (3,887,694) 
Recognised in the income statement  
372,197 (29,097) 343,100 
As at 31 December 2014   (3,622,661) - (3,622,661) 
      
Recognised in the income statement  483,113 - 483,113 
As at 31 December 2015   
(3,139,548) - (3,139,548) 
 
16 Trade and other receivables 
    
  2015 2014 
  £ £ 
Trade receivables  3,022,377 3,714,511 
Less provision for impairment 
(145,280) (196,609) 
Net trade receivables  2,877,097 3,517,902 
Accrued income  3,191,175 2,173,391 
Other receivables  1,376,691 1,426,037 
  
7,444,963 7,117,330 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
53 
 
16 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. 
 
The movement in provision for impairment of trade receivables can be reconciled as follows: 
    
  2015 2014 
  £ £ 
Opening provision  (196,609) (262,633) 
Receivables provided for during period (126,184) - 
Reversal of previous provisions 177,513 65,000 
Movement in foreign exchange  - 1,024 
  
(145,280) (196,609) 
 
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: 
 
    
  2015 2014 
  £ £ 
Not more than three months  1,698,572 1,074,648 
More than three months but not more than six months 358,066 182,394 
More than six months but not more than one year 373,875 10,909 
More than one year  95,862 19,096 
  
2,526,375 1,287,047 
17 Trade and other payables 
    
    
  2015 2014 
  £ £ 
    
Trade payables  1,907,267 2,084,469 
Other payables  323,891 173,299 
Other taxation and social security 166,298 423,885 
Deferred income 215,415 29,167 
Accruals  7,155,825 6,034,144 
  
9,768,696 8,744,964 
 
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 73 days (2014 – 59 days). RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
54 
 
18 Borrowings and other financial liabilities 
    
  2015 2014 
  £ £ 
Debt element of convertible loan notes 334,300 - 
   
  
334,300 - 
 
On 14 August 2015, the Group issued £383,599 of unsecured convertible loan notes. Interest of 5% 
is payable on conversion and the loans are repayable on 14 August June 2017. The principle sum 
outstanding is convertible into new ordinary shares of the company at a conversion price of £0.18 
per share at any time prior to 14 August 2017. 
 
The loan notes above are regarded as compound instruments, consisting of a liability component and 
an equity component. The fair value of the liability component has been estimated and the fair value 
assigned to the liability and shown as a non-current liability, whilst the equity component of £68,066 
is shown within equity. In valuing the loan notes the likelihood of conversion has not been taken into 
account given this is under the control of the loan note holder.  
 
19 Share capital 
20 Ordinary share capital 
 At 31 December 2015 At 31 December 2014 
  Number £ Number £ 
Ordinary shares of £0.001 369,143,635 369,143 193,714,204 193,714 
     
Total ordinary share capital of the company 
369,143 
 
193,714 
     
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 20.  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
55 
 
20 Reconciliation of share capital  
     
 2015 2014 
 Ordinary  Deferred Ordinary  Deferred 
 Shares Shares Shares Shares 
 Number Number Number Number 
 £0.0000001  £0.0000001  
     
Opening balance  116,372,334 - 116,372,334 66,599,999,334,000 
Issue of ordinary shares 77,341,870 - 77,341,870 - 
Repurchased during the year - - - (66,599,999,334,000) 
Closing balance  
193,714,204 - 193,714,204 - 
     
 2015 2014 
 Ordinary Share Deferred Ordinary Share Deferred 
 Capital Shares Capital Shares 
 £ £ £ £ 
     
Opening balance  193,714 - 116,372 6,660,000 
Issue of ordinary shares 175,429 - 77,342 - 
Repurchased during the year - -  (6,660,000) 
Closing balance  
369,143 - 193,714 - 
     
 2015 2014 
 
Share Premium 
Merger relief 
reserve Share Premium 
 
Merger relief reserve 
 £ £ £` £ 
Opening balance  64,470,509 41,009,443 23,563,470 40,410,393 
Issue of ordinary shares 4,756,149 21,615,007 40,907,039 599,050 
Closing balance  
69,226,658 62,624,450 64,470,509 41,009,443 
     
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
56 
 
21 Share options 
In September 2013 Rightster Limited introduced an approved EMI share option scheme for 
employees.  The first options were granted in September and October 2013, where options were 
issued in replacement for options issued under the original Rightster Limited unapproved scheme, 
vesting periods were deemed to have commenced from 30 May 2013.  The replacement share 
options issued by Rightster Group plc were treated as modification of the original scheme, in 
accordance with IFRS2.28. The options were valued using the Black-Scholes valuation model, using 
the following assumptions. 
 Options 
Expected option life 4 years 
Expected volatility  50% 
Weighted average volatility 50% 
Risk-free interest rate 2.74% 
Expected dividend yield 0% 
 
The charge included within the financial statements for share options for the year to 31 December 
2015 is £1,137,920 (2014:£ 914,414). 
Within the assumptions above 50% share price volatility has been used, the assumption is based on 
the average volatility for AIM adjusted for Rightster Group plc being a new listed company.  The 
actual share price volatility since IPO has been comparable with this assumption. 
Options vest as follows: 
 25% 12 months from grant date 
 2.08% each month commencing 13 months from grant date until the options are fully vested 
at the end of the four year vesting period. 
Details of the options issued under the approved 
scheme are as follows: Number  
Weighted average 
exercise price 
Outstanding at the beginning of the year 22,582,681  53.2p 
Granted during the year  24,694,062  2.0p 
Exercised during the year  (724,449)  28.0p 
Cancelled during the year  (3,616,824)  53.0p 
Outstanding at the end of the year  42,935,470  4.0p 
Exercisable at the end of the year  10,258,762  26.0p 
 
The weighted average share price on the date options were exercised was 6p. 
Share options expire after 10 years, the options above expiring between March 2021 and December 
2025. 
In addition to the above 2,326,031 warrants were issued.  The warrants were issued at an exercise 
price of 60p and vest on 12 November 2017 and expire in November 2023.  The warrants have been 
valued using the Black Scholes model using the same assumptions as those stated above for the 
valuation of the share options.  The warrants fair value on grant were £581,908.  The charge included 
within the financial statements at 31 December 2015 is £416,878.  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
57 
 
22 Undertakings included in the financial statements 
The consolidated financial statements include: 
 
 
Class of 
 share held 
Country of 
incorporation 
Proportion 
 held Nature of business 
     
Rightster Limited Ordinary UK 100% Online video distribution 
Rightster Inc. Ordinary USA 100% Marketing & development 
Rightster India LLP  India 100% Software development 
Rightster Gibraltar Ordinary Gibraltar 100% Online video distribution 
Preview Networks ApS Ordinary Denmark 100% Online video distribution 
Viral Management 
Limited Ordinary UK 100% Online video distribution 
Base 79 Limited Ordinary UK 100% Online video distribution 
Base 79 Inc. Ordinary USA 100% Online video distribution 
Base 79 SL Ordinary Spain 100% Online video distribution 
Base 79 GMBH Ordinary Germany 100% Online video distribution 
Base 79 SARL Ordinary France 100% Online video distribution 
 
23 Financial Instruments 
Categories of financial instruments 
 
 As at 31 
December 
 2015 
As at 31 
 December  
2014 
  £ £ 
Financial assets     
Loans and receivables   7,444,963 7,117,330 
Cash and bank balances  
3,134,349 8,458,247 
  10,579,312 15,575,577 
    
Financial liabilities at amortised cost    
Trade and other payables   (9,768,696) (8,744,964) 
Borrowings  (334,300) - 
Deferred consideration  
- (22,163,229) 
  (10,102,996) (30,908,193) 
 
Financial risk management 
The Group’s financial instruments comprise cash and liquid resources and various items, such as 
trade receivables and trade payables, that arise directly from its operations. The main purpose of 
these financial instruments is to raise finance for the Group’s operations. The principal financial risks 
faced by the Group are liquidity, foreign currency and credit risks.  The policies and strategies for 
managing these risks are summarised as follows: 
Foreign currency risk 
Transactional foreign currency exposures arise from both the export of services from the UK to 
overseas clients, and from the import of services directly sourced from overseas suppliers. The 
Group is primarily exposed to foreign exchange in relation to movements in sterling against US 
dollar, Australian dollar and Euro.  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
58 
 
The Group does not use derivatives to hedge translation exposures.  All gains and losses are 
recognised in profit or loss on translation at the reporting date.   The Group’s current exposures in 
respect of currency risk are as follows: 
        
 
 Other Indian 
Rupee 
US Dollar Euro Sterling Total 
  £ £ £ £ £ £ 
        
Financial assets  20,581 520,588 1,350,990 2,620,269 68,045,423 72,557,851 
Financial liabilities  (85,447) (758,322) (20,502) (198,262) (33,786,231) (34,848,764) 
Total exposure 
31.12.2014 
 
(64,866) (237,734) 1,330,488 2,422,007 34,259,192 37,709,087 
        
Financial assets  114,558 - 2,619,855 566,988 26,419,201 29,720,602 
Financial liabilities  (127,881) (111,254) (1,006,787) (1,169,175) (10,867,774) (13,242,544) 
Total exposure at  
31.12.2015 
 
(13,323) (111,254) 1,613,068 (602,187) 15,551,427 16,478,058 
 
Sensitivity analysis 
The table below illustrates the estimated impact on profit or loss as a result of market movements in 
the AUS Dollars, Indian Rupees, US Dollar, Euro and Sterling exchange rate. 
 
   10% 10% 10% 10% 
Impact on loss and equity 
 
Increase in 
favour of 
AUS 
Dollars 
Increase in 
favour of 
Rupees 
Increase in 
favour of 
US Dollars 
Increase in 
favour of 
Euro 
   £ £ £ £ 
      
For the year to 31.12.2014 
 
 
37,607 (115,394) 122,714 81,186 
       
For the year to 31.12.2015 
 
 
(786,070) 70,285 949,428 131,054 
 
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. 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
59 
 
23 Financial Instruments – continued 
Contractual maturities 
The Group manages liquidity risk by maintaining adequate reserves.  
Interest rate risk 
The Group holds the majority of its cash and cash equivalents in corporate current accounts. These 
accounts offer a competitive interest rate with the advantage of quick access to the funds. 
 
Capital policy 
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a 
going concern in order to provide returns for shareholders and benefits for other stakeholders and to 
maintain a capital structure that optimises the cost of capital. 
The Group manages its capital to ensure that entities in the Group will be able to continue as a going 
concern while maximising the return to stakeholders through the optimisation of the debt and equity 
balance. The capital structure of the Group consists of cash and cash equivalents as disclosed in the 
statement of financial position and equity attributable to equity holders of the parent, comprising 
issued capital, reserves and retained earnings as disclosed in the consolidated statement of changes in 
equity. 
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). 
 
Maturity analysis 
Set out below is a maturity analysis for non-derivative financial liabilities. The amounts disclosed are 
based on contractual undiscounted cash flows. The table includes both interest and principal cash 
flows. The group had no derivative financial liabilities at either reporting date. 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
60 
 
23 Financial Instruments – continued 
 
 
 
For details as to how management is planning to manage liquidity risk to ensure debts are paid as due 
please see note 2.1. 
24 Financial commitments 
The present value of future minimum rentals payable under non-cancellable operating leases are as 
follows: 
  
At 31 
December 
At 31 
December 
  2015 2014 
  £ £ 
Less than 1 year 
 
616,290 157,551 
Between 2 and 5 years 547,390 1,075,149 
Over 5 years - - 
  
1,163,680 1,232,700 
Minimum Guarantees 
The Group has entered into contracts committing to the following minimum guarantees: 
    
  
At 31 
December 
At 31 
December 
  2015 2014 
Minimum guarantees  £ £ 
Less than 1 year 
 
891,336 1,489,216 
Between 2 and 5 years - 1,082,120 
  
- 2,571,336 
 
   Total 
Less than 
1 Year 
1-3  
Years 
3-5  
Years 
  £ £ £ £ 
      
As at 31 December 2014      
Borrowing principal payments  850,000 850,000 - - 
Trade and other payables  8,715,797 8,715,797 - - 
As at 31 December 2015      
Borrowing principal payments  348,581 - 348,581 - 
Trade and other payables  9,768,696 9,768,696 - -  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
61 
 
25 Transactions with Directors and other related parties 
25.1. During the periods, the Group entered into transactions, in the ordinary course of business, with 
Viral Management Limited, an associated undertaking for part of the year prior to the company 
becoming a subsidiary. Prior to the date when Viral Management Limited became a subsidiary 
undertaking on 8 July 2014 the group made purchases of £517,695 from Viral Management Limited 
in 2014. 
    
25.2. Tixdaq Limited 
Tixdaq Limited is a group of sport sites owned by William Muirhead who is a connected party 
through his relationship with Charles Muirhead.  During the period to 31 December 2015 the Group 
paid a revenue share to Tixdaq Limited, from advertising generated on the above websites of £14,840 
(2014:£115,718) to Tixdaq Limited. The balance outstanding at 31 December 2015 was £nil 
(2014:£5,860). 
25.3. Sports Investment Partners LLP 
Fees of £135,000 (2014: £178,800) were paid to Sports Investment Partners LLP which is a 
connected party through its relationship with Michael Broughton, a former director of the company.  
The amount outstanding at 31 December 2015 was £100,000 (2014: £Nil). 
  Rightster Group PLC (COMPANY NUMBER 08754680) 
REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF RIGHTSTER 
GROUP PLC 
For the year ended 31 December 2015  
 
62 
 
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 2015 which comprise the company balance sheet and the related notes. The financial reporting 
framework that has been applied in their preparation is applicable law and United Kingdom Accounting 
Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting 
Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 
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 16, the Directors are 
responsible for the preparation of the parent company financial statements and for being satisfied that they 
give a true and fair view. Our responsibility is to audit and express an opinion on the parent company 
financial statements in accordance with applicable law and International Standards on Auditing (UK and 
Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards 
for Auditors. 
Scope of the audit of the financial statements 
A description of the scope of an audit of financial statements is provided on the Financial Reporting 
Council’s website at www.frc.org.uk/auditscopeukprivate 
Opinion on financial statements 
In our opinion the parent company financial statements: 
 give a true and fair view of the state of the company’s affairs as at 31 December 2015;  
 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.  Rightster Group PLC (COMPANY NUMBER 08754680) 
REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF RIGHTSTER 
GROUP PLC (CONTINUED) 
For the year ended 31 December 2015  
 
63 
 
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 2015.  
 
Mark Henshaw 
Senior Statutory Auditor 
for and on behalf of Grant Thornton UK LLP 
Statutory Auditor, Chartered Accountants 
London 
April 2016 
 
  Rightster Group PLC (COMPANY NUMBER 08754680) 
COMPANY BALANCE SHEET 
 
As at 31 December 2015 
64 
 
   At 
 
 At 
 
 
   December  December  
   2015  2014  
 
 
 Note £  £  
Fixed asset investments       
Investments in subsidiaries  27 19,062,150  49,467,997  
       
Current Assets       
Debtors  28 334,300  31,478,596  
   334,300  31,478,596  
Creditors: amounts falling due       
after more than one year  29 (334,300)  -  
   (334,300)  -  
       
Total assets less current liabilities   19,062,150  80,946,593  
       
Capital and reserves       
Called up share capital  30 369,143  193,714  
Share premium account  30 69,226,658  64,470,509  
Capital redemption reserve  30 6,660,000  6,660,000  
Merger relief reserve  30 62,624,450  41,009,443  
Convertible loan note   68,066  -  
Profit and loss account  31 (119,886,167)  (31,387,073)  
 
Equity shareholders’ funds 
 
19 
32 19,062,150  80,946,593  
 
 
The financial statements on pages 64-71 were approved by the Board of Directors on         2016 and were 
signed on its behalf by 
 
 
 
 .  .  .  .  .  .  .  .  .  .  .  .  .  .  .         
       
 
Director 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
COMPANY CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 
 
For the year ended 31 December 2015 
65 
 
 
 
Share 
capital 
Share 
premium 
 
Deferred share 
capital 
Capital 
redemption 
Reserve 
Convertible 
Loan 
Note 
 
Merger relief 
Reserve 
Retained 
earnings 
Total 
Equity 
 £ £ £ £ £ £ £ £ 
 
        
At 31 December 2013 
116,372 23,563,470 6,660,000 - - 40,410,393 (396,951) 70,353,284 
         
Shares issued during the year  77,342 42,006,776 - - - 599,050 - 42,683,168 
Share issue costs - (1,099,737) - - - - - (1,099,737) 
Equity settled share based payments                                          s- - - - - - 1,773,558 1,773,558 
Repurchased during the year                                                       - - (6,660,000) 6,660,000 - - - - 
 
        
Transactions with owners 
77,342 40,907,039 (6,660,000) 6,660,000 - 599,050 1,773,558 43,356,989 
         
Other Comprehensive income       
Loss and total comprehensive income for the year                     -                         -                    - - -                    - (32,763,680) (32,763,680) 
 
        
At 31 December 2014 
193,714 64,470,509 - 6,660,000 - 41,009,443 (31,387,073) 80,946,593 
         
Shares issued during the year  175,429 5,159,720 - - - 21,615,007 - 26,950,156 
Share issue costs - (403,571) - - - - - (403,571) 
Equity settled share based payments                                          s- - - - - - 4,513,468 4,513,468 
Issue of convertible loan notes                                                    - - - - 68,066 - - 68,066 
 
        
Transactions with owners 
175,429 4,756,149 - - 68,066 21,615,007 4,513,468 31,128,119 
         
Other Comprehensive income       
Loss and total comprehensive income for the year                     -                          - - - - - (93,012,562) (93,012,562) 
 
        
At 31 December 2015 
369,143 69,226,658 - 6,660,000 68,066 62,624,450 (119,886,167) 19,062,150 
 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
66 
 
26 Accounting Policies 
The financial statements have been prepared in accordance with applicable accounting standards including 
Financial Reporting Standard 102 The Financial Reporting Standard Applicable in the UK and Republic 
of Ireland (FRS 102) and the Companies Act 2006.  The financial statements have been prepared on a 
going concern basis under the historical cost convention, modified to include certain items at fair value. 
The financial statements are prepared in sterling which is the functional currency of the company. 
 
This is the first year in which the financial statements have been prepared under FRS 102.  
 
Going concern 
The financial statements have been prepared on a going concern basis, which assumes that the company 
will be able to meet its liabilities as they fall due for the foreseeable future. The company is dependent for 
its working capital requirements on cash generated from operations, cash holdings and from equity 
markets. The cash holdings of the Group at 31 December 2015 were £3,134,349.  
The company made a loss of £52,297,007 for the year ended 31 December 2015 (2014: £18,045,072).  
The Directors have prepared detailed cash flow projections (“the Projections”) which are based on their 
current expectations of trading prospects. The forecasts have been prepared over a period of 5 years. In 
order to fund the existing growth plans and working capital requirement the company required additional 
financing to meet its obligations.  On 6 January 2016, the Group secured a further £10 million (before 
expenses) in additional funding to finance the new strategic plan of the new management team.  
Accordingly, the Directors have concluded that it is appropriate to continue to adopt the going concern 
basis in preparing these financial statements. 
 
Deferred taxation 
Deferred tax represents the future tax consequences of transactions and events recognised in the financial 
statements of current and previous periods.  It is recognised in respect of all timing differences, with 
certain exceptions.  Timing differences are differences between taxable profits and total comprehensive 
income as stated in the financial statements that arise from the inclusion of income and expense in tax 
assessments in periods different from those in which they are recognised in the financial statements.  
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that 
they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. 
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by 
the balance sheet date that are expected to apply to the reversal of timing differences.  Deferred tax on 
revalued non-depreciable tangible fixed assets and investment properties is measured using the rates and 
allowances that apply to the sale of the asset. 
Investments 
Investments are recognised initially at fair value which is normally the transaction price excluding 
transaction costs.  Subsequently, they are measured at cost less impairment. 
Debtors 
Debtors are stated in the balance sheet at estimated net realisable value.  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
67 
 
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 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 credit to 
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 has taken advantage of exemption, under the terms of Financial Reporting Standard 102 
'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related 
party transactions with wholly owned subsidiaries within the group. 
Share capital and reserves 
Share capital represents the nominal value of shares that have been issued. 
Share premium includes any premiums received on issue of share capital. Any transaction costs associated 
with the issuing of shares are deducted from share premium, net of any related income tax benefits. 
 
Retained earnings include all current and prior period retained profits or losses. It also includes charges 
related to share-based employee remuneration. 
 
Merger relief reserve – where the following conditions are met any excess consideration received over the 
nominal value of the shares issued is recognised in the merger relief reserve: 
 
 the consideration for shares in another company includes issued shares;  
 on completion of the transaction, the company issuing the shares will have secured at least a 90% 
equity holding in the other company. 
 
Where the company purchases its own equity share capital, on cancellation the nominal value of the shares 
cancelled is deducted from share capital and the amount is transferred to the capital redemption reserve. 
 
Dividend distributions payable to equity shareholders are included in ‘other liabilities’ when the dividends 
have been approved in a general meeting prior to the reporting date. 
Convertible loan note 
Compound financial instruments issued by the Company comprise convertible loan notes that can be 
converted to share capital at the option of the holder, and the number of shares to be issued does not vary 
with changes in their fair value. The liability component of a compound financial instrument is recognised 
initially at the fair value of a similar liability that does not have an equity conversion option. The equity 
component is recognised initially at the difference between the fair value of the compound financial 
instrument as a whole and the fair value of the liability component. Any directly attributable transaction 
costs are allocated to the liability and equity components in proportion to their initial carrying amounts.  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
68 
 
Subsequent to initial recognition, the liability component of a compound financial instrument is measured 
at amortised cost using the effective interest method. The equity component of a compound financial 
instrument is not re-measured subsequent to initial recognition except on conversion or expiry. 
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer 
settlement of the liability for at least 12 months after the end of the reporting period. On conversion of 
the compound instrument to equity, the shares are issued by the company in line with the terms of the 
instrument agreement. Any difference between the nominal value of the shares issued and the conversion 
price is credited to the share premium account.  
 
Significant judgements and estimates  
The Group is required to test, at least annually, whether investments have 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.  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
69 
 
27 Investments in subsidiaries and associates 
Investments   
  2015 
  £ 
At 31 December 2014  
49,467,997 
Additions  
26,274,085 
Impairment  
(56,679,932) 
At 31 December 2015  
19,062,150 
 
As at 31 December 2015, investments were assessed for impairment, the newly appointed management 
team having adopted a new strategy which has resulted in a change of business model.  Updated forecasts 
and assumptions have been prepared using the new business model behind the strategy which has resulted 
in an impairment charge of £56,679,932.  
At 31 December 2015 the company had the following subsidiary undertakings. 
 
Class of 
 share held 
Country of 
incorporation 
Proportion 
 held Nature of business 
     
Subsidiaries     
Rightster Limited Ordinary UK 100% Online video distribution 
Indirect subsidiaries     
Rightster Inc. Ordinary USA 100% Marketing & development 
Rightster India LLP  India 100% Software development 
Rightster Gibraltar Ordinary Gibraltar 100% Online video distribution 
Preview Networks ApS Ordinary Denmark 100% Online video distribution 
Viral Management Limited Ordinary UK 100% Online video distribution 
Base 79 Limited Ordinary UK 100% Online video distribution 
Base 79 Inc. Ordinary USA 100% Online video distribution 
Base 79 SL Ordinary Spain 100% Online video distribution 
Base 79 GMBH Ordinary Germany 100% Online video distribution 
Base 79 SARL Ordinary France 100% Online video distribution 
 
28 Debtors 
    
    
  2015 2014 
  £ £ 
Prepayments  4,520 1,815 
Other debtors  26,663 26,663 
Amounts due from group undertakings   
303,117 31,450,118 
  
334,300 31,478,596 
29 Creditors – amounts falling due after one year 
    
    
  2015 2014 
  £ £ 
Debt elements of convertible notes (note 18) 334,300 - 
  
334,300 - 
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
70 
 
30 Capital and reserves 
Ordinary share capital 
 At 31 December 2015 At 31 December 2014 
  Number £ Number £ 
Ordinary shares of £0.001 369,143,635 369,143 193,714,204 193,714 
     
Total ordinary share capital of the company 
369,143 
 
193,714 
     
Called-up share capital – represents the nominal value of shares that have been issued.  
 
Share premium account – includes any premiums received on issue of share capital. Any transaction costs 
associated with the issuing of shares are deducted from share premium.  
 
Profit and loss account – includes all current and prior period retained profits and losses.  
 
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.  
 
The movement in share capital can be reconciled as follows: 
     
 2015 2014 
 Ordinary  Deferred Ordinary  Deferred 
 Shares Shares Shares Shares 
 Number Number Number Number 
 £0.0000001  £0.0000001  
     
Opening balance  116,372,334 - 116,372,334 66,599,999,334,000 
Issue of ordinary shares 77,341,870 - 77,341,870 - 
Repurchased during the year - - - (66,599,999,334,000) 
Closing balance  
193,714,204 - 193,714,204 - 
     
 2015 2014 
 Ordinary Share Deferred Ordinary Share Deferred 
 Capital Shares Capital Shares 
 £ £ £ £ 
     
Opening balance  193,714 - 116,372 6,660,000 
Issue of ordinary shares 175,429 - 77,342 - 
Repurchased during the year - -  (6,660,000) 
Closing balance  
369,143 - 193,714 - 
     
 2015 2014 
 
Share Premium 
Merger relief 
reserve Share Premium 
 
Merger relief reserve 
 £ £ £ £ 
Opening balance  64,470,509 41,009,443 23,563,470 40,410,393 
Issue of ordinary shares 4,756,149 21,615,007 40,907,039 599,050 
Closing balance  
69,226,658 62,624,450 64,470,509 41,009,443 
     
  RIGHTSTER GROUP PLC (COMPANY NUMBER 08754680) 
NOTES TO THE FINANCIAL STATEMENTS 
 
For the year ended 31 December 2015 
71 
 
30 Capital and reserves – continued 
 Number £ 
   
Deferred ordinary shares of £0.0000001 66,599,999,334,000 6,660,000 
 
All deferred shares were repurchased and cancelled by the company on 31 July 2014. 
 
Rights attributable to the deferred ordinary shares  
The holders of Deferred Shares carry no rights to participate in the profits of the company.  On a return 
of capital on a winding up or dissolution (but not otherwise) the holders of the Deferred Shares shall be 
entitled to participate in the distribution of the assets of the Company pari passu with the holders of the 
Ordinary Shares but only in respect of any excess of those assets above £1,000,000,000,000. 
The holders of the Deferred Shares shall not be entitled, in their capacity as holders of such shares, to 
receive notice of any general meeting of the Company or to attend, speak or vote at any such meeting.  
The Deferred Shares shall not be listed on any stock exchange nor shall any share certificates be issued in 
respect of such shares. The Deferred Shares shall not be transferable, save as referred to below or with the 
written consent of the Directors.   
 
31 Profit and loss account 
    
  2015 2014 
  £ £ 
At 31 December 2014   
(31,387,073) (396,951) 
Loss for the year  
(93,012,562) (32,763,680) 
Share based payments granted on behalf of subsidiaries 4,513,468 1,773,558 
At 31 December 2015  
(119,886,167) (31,387,073) 
 
32 Reconciliation of movement in equity shareholders’ funds 
    
  2015 2014 
  £ £ 
Loss for the financial year   
(93,012,562) (32,763,680) 
Share options granted to employees of subsidiaries  
4,513,468 1,773,558 
Equity element of convertible loan notes  
68,066 - 
Net proceeds from shares issued  
26,546,585 41,583,431 
Net (decrease) / increase in shareholders’ funds  
(61,884,443) 10,593,309 
  
  
Opening shareholders’ funds  
80,946,593 70,353,284 
Closing shareholders’ funds  
19,062,150 80,946,593