annual report  financial statements 2011
taking more market share 01
highlights
total revenue
124

casino revenue
186

operating cash flow
£25m
ebitda

ebit tda d d

a a
£34m
financial highlights
focus on the live casino 
offering
new tv pre midnight 
advertising strategy
five year contract with 
channel 5
successful launch of 
supercasino ipad app
operational highlights
   ebitda is a nongaap company specific measure and excludes share based payment charges described in note 26 and exceptional charges described in  
note 6 where not explicitly mentioned ebitda refers to ebitda from continuing operations 02 netplaytv annual report  financial statements 2011 contents
netplaytv is the uks largest 
interactive tv gaming company 
we use our extensive knowledge of creating proﬁtable 
games with our proven ability to create great tv show 
formats applying this unique combination we develop 
highly successful brands that people can play on tv  online 
and on their mobile from tv roulette to live blackjack 
netplaytv is building a strong reputation for delivering 
interactive products that customers love to play
01 highlights
02 contents
03 chairman’s statement
04 business model
06 strategy
08 financial overview
10 chief executive ofﬁcer’s statement
12 directors’ report
15 directors’ biographies
16 corporate governance
18  directors’ responsibilities
19  independent auditor’s report to the members of netplay tv plc
20 consolidated statement of comprehensive income
21  consolidated statement of ﬁnancial position
22  consolidated statement of cash ﬂows
23 consolidated statement of changes in equity
24 company statement of ﬁnancial position
25  company statement of cash ﬂows
26 company statement of changes in equity
27 notes to the ﬁnancial statements
60 notice of annual general meeting
65 ofﬁcers and professional advisors
contents 03
chairman’s statement
2011 was an excellent year for netplaytv following the 
restructuring at the end of 2010 the year started very well 
gathered momentum and ultimately exceeded expectations
with the correct internal structure in 
place and costs ﬁrmly under control at 
the start of the year we were able to 
concentrate on developing the core 
revenue drivers behind the business 
this involved investing heavily in 
marketing with a particular emphasis on 
tv advertising this advertising proved 
increasingly successful as the year 
progressed resulting in four impressive 
quarters of kpi growth and three proﬁt 
upgrades during the year i believe we 
have a great team of people working 
at netplaytv and their enthusiasm and 
hard work combined with our usp of 
live tv casino has helped us deliver 
such a strong set of results i want to 
thank all of our staff for their hard work 
this year
in october after working closely with 
channel 5 for two years we signed a 
new ﬁve year partnership agreement 
to continue broadcasting seven nights 
a week thereby securing one of the 
key channels for customer acquisition 
for supercasinocom until 2016 this 
was a milestone for the group as it 
illustrates not only the strength of the 
supercasino brand but also that the 
commercial relationship between the 
companies is creating value for both 
parties and that the brand supercasino 
is going from strength to strength 
the new agreement incorporates the 
existing post midnight teleshopping 
airtime which in turn is complimented 
by a signiﬁcant amount of pre midnight 
advertising spots
in december the group launched 
its ipad application to add to the 
already successful iphone application 
and the uptake so far has been very 
encouraging we see mobile and tablet 
as one of the key growth drivers for 
the group in 2012 and we are uniquely 
positioned through our tv presence 
to exploit the potential of this rapidly 
growing market
i am extremely happy with the 
company’s performance in 2011 and 
i am pleased to report that 2012 
has commenced strongly with q1 
kpis ahead of both q1 2011 and 
q4 2011 furthermore the group is 
making progress with its share capital 
reorganisation which if approved will 
create positive distributable reserves 
which will in turn facilitate the potential 
introduction of a future dividend policy 
we are in a good position to drive 
shareholder value from our existing uk 
business whilst continuing to consider 
newly regulated market opportunities
clive jones
nonexecutive chairman 
23 april 2012 04 netplaytv annual report  financial statements 2011 business model
business model
the netplaytv business model is focused 
around the online casino gambling market 
with tv customer acquisition as the key 
differentiating factor the group operates 
with a combination of propriety front
end technology and third party backend 
software netplaytv offers its customers 
licensed games with the added layer of its 
live tv casino games broadcast on over 
30 hours of terrestrial television per week
our approach differentiates netplaytv 
signiﬁcantly from its competitors the 
high level of exposure on tv creates 
strong brand awareness and trust and 
loyalty with its customers this has 
resulted in some of the highest player 
values and player retention rates in the 
market
the tv coverage acts as a unique 
marketing tool and is ﬁlled with 
continual calls to action attracting 
new customers to open an account 
customers see the live roulette show on 
tv then have the option of opening and 
funding an account either via traditional 
telephone web smartphone or tablet 
once the account is opened the 
customer has the choice of playing the 
live games broadcast on television or 
any of the other games on the website 
all games are available 24 hours a day 
and not just while the show is being 
broadcast 
netplaytv is focused on two brands 
supercasinocom on channel 5 and 
jackpot247com previously known as 
challengejackpotcom on itv the 
commercial agreements with these 
broadcasters are structured in such a 
way that both parties beneﬁt as the 
performance of the brand improves 
this ensures netplaytv and the 
broadcaster act in partnership with a 
common goal rather than a straight
forward airtime purchase
gaming  
on your  
mobile
gaming  
on your 
television
gaming  
on your 
computer
netplaytv
netplaytv
netplaytv 05
broadcast platforms
channel programme brand broadcast days
itv1 jackpot247 4 days a week
channel 5 supercasino 7 days a week
sky channel 866 supercasino 7 days a week
freeview channel 39 jackpot247 7 days a week
sky channel 216 jackpot247 7 days a week
players are able to interact with supercasino and jackpot247 
by a variety of methods the group offers its full range of 
products currently via the following platforms
 web – via an interactive flash client
 interactive voice response – telephony system allowing 
customers to play via a touchtone telephone
 mobile
–  html5 browser interface for iphone 
–  application in the iphone app store
–  java based application for other phones
 tablet – speciﬁc html5 site for the ipad
 the group plans to launch a dedicated android application in 
the ﬁrst half of 2012 
netplaytv operates from its own state of the art tv studios 
which were fully refurbished in 2010 the running of the live 
tv casino shows are largely a ﬁxed cost the group is trading 
well above this ﬁxed cost base allowing a high percentage of 
incremental revenue to ﬂow straight to ebitda 
   ebitda is a nongaap company specific measure and excludes share based payment charges described in note 26 and exceptional charges described in  
note 6 where not explicitly mentioned ebitda refers to ebitda from continuing operations 06 netplaytv annual report  financial statements 2011 strategy
 tv partnerships
  netplaytv broadcasts in excess of 
30 hours per week on two of the 
uk’s leading tv broadcasters the 
group also undertakes commercial 
advertising on these channels as 
well as other terrestrial digital and 
cable channels this strategy delivers 
extensive viewer reach to target 
potential new customers
 product differentiation  
innovation
  netplaytv is the only company 
offering live tv casino on terrestrial 
television channels in the uk the 
group controls all front end customer 
interfaces including iphone and ipad 
which are seeing significant growth 
and already accounts for over 159 
of all supercasino players the group 
sees its mobile and tablet as a very 
strong growth area for 2012 with 64 
of people who own a tablet watching 
tv and using the device at least once 
a week known as dual screening 
 development of other 
acquisition channels
  the group will develop other 
acquisition channels such as the 
affiliate network display pay per click 
and seo marketing
 new markets
  europe is experiencing rapid change 
with many countries opening up 
going through the process of 
regulating online gambling and issuing 
licenses
  continued focus on core live 
tv casino
  the group intends to increase uk 
market share by leveraging existing 
broadcaster relationships and 
expanding commercial advertising to 
compliment the core teleshopping 
airtime it also sees significant growth 
in the ability to target customers 
watching tv who have a smartphone 
or tablet live at the same time
  retention of existing players
  driving player lifetime value and 
with 400 of revenues from players 
who have been registered over 12 
months there is significant value 
in the existing customer base the 
group has very high retention rates 
and has a dedicated team of account 
managers and retention specialists 
in place alongside the best retention 
tool being that the customer sees 
the brand every night on terrestrial 
tv rather than just traditional email 
marketing
  new markets
  due consideration will be given to 
newly regulated markets such as 
italy spain france denmark and 
potentially the netherlands not 
all markets will be attractive due to 
onerous tax rates the group will only 
look to enter with the right airtime 
partner for that particular country
iphone and ipad 
users make up
159

of all supercasino 
players
strategy
netplaytv is the uk’s largest interactive 
tv gaming company and the key focus of 
2012 is to increase uk market share while 
looking for quality overseas expansion 
opportunities
market drivers strategy
revenue from 
customers 
registered more 
than 12 months
40

  source neilsen wire blog published on 5 april 2012 available at httpblognielsencomnielsenwireonlinemobiledoublevisionglobal
trendsintabletandsmartphoneusewhilewatchingtv 07
  new depositing casino 
players
  average quarterly new depositing 
casino players in 2011 was 7879 
2010
†
 7189
  active depositing casino 
players
  average quarterly active depositing 
casino players in 2011 was 15873 
2010
†
 14504
  revenue 
  casino revenue increased by 186 to 
£206m 2010 £174m
  ebitda
††
 and operational cash 
flow
  ebitda from continuing operations 
increased to £34m 2010 ebitda loss 
of £28m and operational cash flow to 
£25m 2010 negative £38m
performancekpis
new quarterly depositing 
casino players
 7879
 7189
casino revenue
 £20593000
 £17357000
 £14239000
active quarterly depositing 
casino players
 15873
 14504
†
  2010 average quarterly data has excluded q1 2010 as during this period the business moved the casino player database to playtech and 
these kpis cannot be reliably recreated for this quarter
† †
  ebitda is a nongaap company specific measure and excludes share based payment charges described in note 26 and exceptional charges 
described in note 6 where not explicitly mentioned ebitda refers to ebitda from continuing operations
ebitda
2011
2010
2009
£3420000
£2779000
£1318000
operational cash flow
2011
2010
£3776000
£2490000
2011
2010
2009
2011
2010
2011
2010 08 netplaytv annual report  financial statements 2011 financial overview
financial overview
2011 was a record year for netplaytv with revenue up 124 
to £223m 2010 £198m positive ebitda of £34m 2010 
negative ebitda of £28m profit before tax of £06m 2010 
loss before tax of £142m and net cash from operating activities 
of £25m 2010 negative £38m
product segmentation
casino revenue accounted for £206m during 2011 representing year on year growth of 186 casino ebitda was £46m 
2010 ebitda loss of £16m bingo only contributed £17m in revenue for 2011 2010 £25m and ebitda of £01m 2010 £03m 
year ended 
31 december
2011
year ended 
31 december
2010
 £ 000’s £ 000’s
revenue 
casino segment 20593 17357
bingo segment 1679 2450
revenue from external customers 22272 19807
ebitda
casino segment 4605 1643
bingo segment 115 332
subtotal 4720 1311
other income 117 –
head ofﬁce costs 1417 1468
ebitda from continuing operations 3420 2779
during the year the group continued its strategy of focussing management time and marketing in its core live tv casino 
business and this can be seen by casino accounting for 976 of segmental ebitda overall ebitda margin increased during 
the year from negative 140 to positive 154 
in 2012 the group has disposed of its uk bingo operation for £375000 this operation was continuing at 31 december 2011 
the ebitda from continuing operations excluding the bingo operation is £3305000 2010 ebitda loss of £3111000
expenses
although the group has seen a 124 increase in revenue during the year expense control remains a key focus within 
the business cost of sales have reduced by £13m and administrative expenses have reduced by £110m there were no 
exceptional or impairment charges during 2011 2010 £80m 
year ended
31 december
2011
year ended
31 december
2010
 £ 000’s £ 000’s
administrative expenses 6432 17438
depreciation of property plant and equipment 901 877
amortisation of intangible assets 1128 2179
impairment of goodwill – 97
impairment of intangible assets – 4668
exceptional items – 3211
share based payments 750 410
adjusted administrative expenses 3653 5996
  ebitda is a nongaap company specific measure and excludes share based payment charges described in note 26 and exceptional charges 
described in note 6 where not explicitly mentioned ebitda refers to ebitda from continuing operations 09
for comparison purposes adjusted administrative expenses is £37m 2010 £60m this reduction is a result of the 
restructuring carried out at the end of 2010 and management’s continued focus on keeping ﬁxed costs to a minimum and 
linking variable costs where possible to performance
the result of the above increased revenue and reduced costs has increased the group’s gross proﬁt margin to 312 
2010 162 and ebitda margin to 154 2010 negative 140
cash flow
the cash balance at 31 december 2011 is £79m 2010 £56m representing an increase of £24m cash generated from 
operations was £25m and is one of the key performance indicators used by the directors in running the business this 
measure not only reﬂects the liquidity of the group but also on the ebitda to cash conversion the increase of £25m during 
2011 was after taking into account £12m of prior year restructuring costs there are no outstanding prior year restructuring 
costs at 31 december 2011 the adjusted earnings per share calculated using net cash generated from operating activities is 
089 pence for 2011 2010 adjusted loss per share of 177 pence
key financial metrics
2011 2010
 £ 000’s £ 000’s
revenue 22272 19807
gross proﬁt 6956 3217
ebitda 3420 2779
operating proﬁtloss 641 14221
proﬁtloss before taxation 642 14226
adjusted eps from continuing operations pence 089 196
total assets 15637 14951
net assets 10698 9263
net current assets 3815 541
cash generated from operations 2490 3776
cash and cash equivalents at the end of the period 7940 5580
average quarterly new depositing casino players number
†
7879 7189
average quarterly active depositing casino players number
†
15873 14504
casino revenue 20593 17357
†
  2010 average quarterly data has excluded q1 2010 as during this period the business moved the casino player database to playtech and 
these kpis cannot be reliably recreated for this quarter 10 netplaytv annual report  financial statements 2011 chief executive officer’s statement
chief executive ofﬁcer’s 
statement
2011 has been a highly successful year for the group and  
2012 has started strongly
  ebitda is a nongaap company specific measure and excludes share based payment charges described in note 26 and exceptional charges 
described in note 6 where not explicitly mentioned ebitda refers to ebitda from continuing operations
2011 review
we started the year with a solid 
management structure in place and 
a clear strategy to deliver continued 
growth in our core live tv casino 
business i am pleased to announce 
we delivered on every element of 
this strategy which has resulted in 
strong total revenue growth of 124 
casino revenue growth of 186 and 
generated an ebitda proﬁt of £34m 
compared to an ebitda loss of £28m 
giving an overall ebitda margin of 
154 2010 negative 140 cash 
balances increased by £24m during 
the year to £79m and the group made 
proﬁt after taxation of £06m 2010 loss 
after taxation of £137m
during the ﬁrst half of the year we 
focused on improving the live product 
offering to enable us to extract 
maximum player acquisitions from our 
existing tv teleshopping post midnight 
airtime on channel 5 and itv1 this 
strategy proved to be successful and 
the results were clearly demonstrated 
by the interim results posting both 
a very healthy ebitda of £17m and 
positive cash ﬂow of £05m 
the second half of the year was 
mostly about continued product 
development whilst also looking to 
new channels for customer acquisition 
after a successful trial advertising 
campaign on pre midnight airtime 
across multiple terrestrial and digital 
channels the group increased its tv 
advertising expenditure signiﬁcantly 
from july onwards by leveraging our 
strong broadcaster relationships we 
were able to optimise our advertising 
spend and maximise acquisition of 
players by linking the adverts with the 
existing post midnight airtime on both 
channel 5 and itv1 the beneﬁt of this 
increased advertisement spend can be 
seen in strong h2 revenue growth of 
103 compared with h1 and resultant 
ebitda of £17m and an increase in cash 
ﬂow of £19m
we spent a lot of time during the year 
working closely with our broadcast 
partners looking at ways to improve 
efﬁciency of tv as a medium for 
acquiring new customers and it was 
a real endorsement of our live tv 
casino product to sign a new ﬁve year 
deal with channel 5 in october in a 
market that is highly competitive for 
new customer acquisitions this puts the 
group in a very strong position knowing 
it has secured one of its main marketing 
channels for the next ﬁve years 
it has also been a year in which the 
mobile industry has seen huge growth 
in the sale of smart phones and 
netplaytv has positioned itself to 
ensure it takes maximum advantage 
of this exponential growth and 
the resultant changes in consumer 
behaviour when interacting with 
smartphones and tablets while watching 
tv 
current trading and outlook
2012 has started strongly with q1 
new depositing customer acquisitions 
up 699 year on year and 343 
quarter on quarter with active 
depositing players up 439 and 230 
respectively this resulted in average 
daily casino revenue growth of 203 
year on year and 85 quarter on 
quarter 
since the year end we disposed of our 
uk bingo business allowing the group 
casino revenue 
growth 
186

cash and cash 
equivalents
£79m 11
to focus on the core live tv casino 
business where the marketing strategy 
is paying off and yielding much higher 
returns on investment
the group launched its supercasino
com ipad application in december 2011 
and in march 2012 launched iphone 
and ipad for jackpot247com both 
brands have beneﬁted from this launch 
and we expect to see strong quarter 
on quarter growth from customers 
accessing our brands via mobile and 
tablet while we continue to invest in 
this area of product development and 
take advantage of our unique position 
of acquiring customers watching tv 
directly into the smartphone and tablet 
applications
the group have started the process of 
a capital reduction to create positive 
distributable reserves the special 
resolution was passed at an egm on 
3 april 2012 and the court hearing to 
conﬁrm the capital reduction will take 
place on 2 may 2012 if approved this 
will give the board greater ﬂexibility 
when considering its future dividend 
policy
we are conﬁdent the group has strong 
growth opportunities in the uk and 
can continue to take market share 
whilst driving growth in the business 
is a key focus of the board we are at 
the same time keeping a close eye on 
the european markets that are going 
through a process of regulation we will 
look for broadcast partners in markets 
where we can leverage our existing 
ﬁxed cost base and where the tax 
rates makes sense to build long term 
shareholder value
we are excited about 2012 and are 
looking forward to building further on 
the positive momentum and successful 
results of 2011
charles butler 
chief executive ofﬁcer 
23 april 2012 12 netplaytv annual report  financial statements 2011 directors report
the directors present their annual 
report together with the audited 
ﬁnancial statements for the year ended 
31 december 2011
principal activities
during the year the group provided 
interactive casino and bingo services to 
consumers in the uk and europe 
business review
a review of activities during the year 
year end position and commentary on 
future developments is given in the 
chairman’s and chief executive ofﬁcer’s 
statements
details of risks facing the group and 
policies to manage these risks can be 
found below
details of the performance of individual 
business segments can be found in note 
2 to the ﬁnancial statements
the group’s kpis of revenue new 
depositing casino players and active 
depositing casino players can be found 
in the financial overview on page 8
results and dividends
the results for the year showing a 
proﬁt after taxation of £642000 2010 
loss after taxation of £13708000 are 
set out on page 20
the directors do not recommend the 
payment of a dividend in respect of the 
year ended 31 december 2011 2010 
no dividend proposed
political and charitable 
donations
during the year the group made 
donations of £2908 to uk charities 
2010 £6873
financial instruments
details of the group’s ﬁnancial risk 
management objectives and policies 
are included in note 23 to the ﬁnancial 
statements
subsequent events
the group disposed of its uk bingo 
operation on 29 february 2012 
at a general meeting held on 3 april 
2012 a resolution was proposed and 
passed subject to the conﬁrmation of 
the high court of justice in england 
and wales the share premium account 
of the company be reduced 
full details of these subsequent events 
are given in note 31 to the ﬁnancial 
statements
going concern
the group’s business model is set out 
on page 4 ﬁnancial overview on page 
8 and current trading and outlook set 
out in the chief executive ofﬁcer’s 
statement on page 10 
the group’s budget and forecasts 
taking account of reasonably possible 
changes in trading performance 
show that the group should be able 
to function entirely from its cash 
generated from operations the group 
is currently funded entirely through 
shareholders funds 
after making enquiries the directors 
have a reasonable expectation that the 
company and the group have adequate 
resources to continue in operational 
existence for the foreseeable future 
accordingly they continue to adopt the 
going concern basis in preparing the 
annual report and ﬁnancial statements
directors
the directors who served during the 
year and to the date of this report were
c a n butler
g templer resigned 31 march 2011
c jones cbe
a c lapping
t s mickley
g p stevens
employee share schemes
employee equity interest is seen as an 
integral part of the total remuneration 
package for employees a more 
detailed review of the group’s share 
schemes is contained in note 26 to the 
ﬁnancial statements
supplier payment policy
whilst no formal code is followed 
the group agrees payment terms and 
conditions with individual suppliers 
it is the group’s policy that payments 
to suppliers are made in accordance 
with the terms and conditions agreed 
between the group and its suppliers 
providing that all trading terms and 
conditions have been complied with
the group’s average trade payable days 
for the year ended 31 december 2011 
was 30 days 2010 26 days calculated 
in accordance with the requirements set 
down in the companies act 2006 this 
represents the ratio expressed in days 
between the amounts invoiced to the 
group by its suppliers in the year and 
the amounts due at the year end to 
trade payables within one year
principal risks relating to the 
business of the group
casino risk
the group is exposed to gaming risk in 
relation to its casino operations whilst 
the group’s casinos and other games 
incorporate a ‘house edge’ designed 
to provide a return to the group over a 
large number of bets in the short term 
the group’s casinos and other games 
may experience losses
wagering limits are in place to mitigate 
the group’s exposure to individual 
transactions
regulatory risk
during the year the group’s gambling 
activities were operated under a 
licence under the alderney gambling 
control commission the lotteries 
and gambling authority in malta 
and the uk gambling commission 
a number of brands were relocated 
to alderney in 2010 where all of 
the group’s gaming operations are 
now based the regime under which 
alderney permits remote gaming 
operations to be operated within its 
jurisdiction may be altered or restricted 
directors’ report 13
through legislation in alderney which 
renders the group’s operating base 
unusable or uneconomic in addition 
territories where the group wishes to 
market its alderney based gambling 
services may impose restrictions upon 
remote gambling services which would 
restrict the group’s ability to market 
to potential customers in that territory 
or to service existing customers by 
for example restricting ﬁnancial 
transactions
where such restrictions exist or come 
into existence in the future andor 
in each case are actively enforced 
the group may not be able to offer 
its gambling or gaming services or 
may be required to seek onshore 
gambling and gaming licences local 
to these territories restrictions on 
promotion or the operation of remote 
gambling and gaming services in any 
particular location might also diminish 
or inhibit the group’s ability to secure 
distribution in such territories
it is not considered likely that any such 
changes in legislation will be made at 
the present time
reputational risk
underage and problem gaming are 
inherent risks associated with the 
online gaming industry and the group 
is no exception the group devotes 
considerable resources to putting in 
place prevention measures coupled 
with strict internal procedures designed 
to prevent underaged players from 
accessing its real money sites in 
addition the group promotes a safe 
and responsible gaming environment 
to its customers supplemented by its 
corporate culture
the group has full gamcare 
certiﬁcation for supercasinocom 
and jackpot247com the gamcare 
certiﬁcation was awarded due to high 
levels of social responsibility and player 
protection as the leading provider 
of advice practical help support and 
treatment for anyone affected by 
problem gambling gamcare is ideally 
placed to offer practical advice on 
player protection gamcare supports 
the development and implementation 
of responsible policies and practice 
across the gambling industry and 
gamcare certiﬁcation is the mark of 
best practice
gamcare puts gaming companies 
through a rigorous social responsibility 
and player protection assessment 
process this includes review of 
customerfacing areas of business such 
as age veriﬁcation practices and staff 
training in social responsibility
taxation risk
the group aims to ensure that each 
legal entity within the group is a tax 
resident of the jurisdiction in which 
it is incorporated and has no taxable 
presence in any other jurisdiction while 
the group’s customers are located 
predominantly in the uk certain 
jurisdictions may seek to tax such 
activity which could have an adverse 
effect on the amount of tax payable by 
the group or on customers’ behaviour 
the uk government announced in 
the 2012 budget that it would move 
to tax remote gambling on a place 
of consumption basis hm treasury 
ofﬁcially opened the consultation 
period on 5 april 2012 and this will 
close on 28 june 2012 the group is 
undertaking a full review to examine 
how such a ﬁscal policy would affect 
its results the group does not expect 
such a tax to be introduced until 
december 2014 at the earliest
all gaming activities are based in 
alderney where the group currently 
beneﬁts from a zero corporate tax rate 
and is outside the scope of uk vat 
if there was a change in the rate of 
corporate tax or vat in alderney or in 
uk legislation such that the alderney 
subsidiary had a place of establishment 
in the uk for vat purposes this would 
have an adverse effect on the overall 
tax rate of the group
information technology risks
as a leading online business the 
group’s it systems are critical to its 
operation the group is reliant on the 
performance of these systems cutting
edge technologies and procedures are 
implemented throughout the group’s 
technology operations and designed 
to protect its networks from malicious 
attacks and other such risks these 
measures include trafﬁc ﬁltering 
antiddos distributed denial of 
service devices antivirus protection 
from leading vendors and other such 
means physical and logical network 
segmentation is used to isolate and 
protect the group’s networks and 
restrict malicious activities in order to 
ensure systems are protected properly 
and effectively external security scans 
and assessments are carried out in 
a timely manner the group has a 
highend storage solution to ensure 
storage availability and performance 
all critical data is replicated to another 
storage device for disaster recovery 
purposes and all data is stored offsite 
on a daily basis in order to minimise 
dependencies on telecommunication 
service providers the group invests in 
network infrastructure redundancies 
whilst regularly reviewing its service 
providers
the group takes information 
technology risks seriously and keeps 
its policies under review in order to 
mitigate these risks
dependence on third parties
due to the nature of live broadcasts the 
group’s business is highly dependent 
on broadcasters networks software 
providers and mobile operators as 
well as other service providers who for 
example provide payment processing  14 netplaytv annual report  financial statements 2011 directors report
and customer age and id veriﬁcation 
if there is any interruption to the 
products or services provided by other 
third parties or if there are problems in 
supplying the products or services the 
group’s business could be adversely 
affected
by its nature this risk is not within the 
group’s control to mitigate this risk the 
group takes care to select third parties 
that are reputable and reliable and 
ensures that contractual agreements 
with key third parties offer adequate 
protection to the group
directors’ responsibilities in 
relation to the company’s 
auditor
the directors who held ofﬁce at the 
date of approval of this directors’ 
report conﬁrm that so far as they are 
each aware there is no relevant audit 
information of which the company’s 
auditor is unaware and each director 
has taken steps that ought to have been 
taken as a director to make themselves 
aware of any relevant audit information 
and to establish that the company’s 
auditor is aware of that information
bdo llp have expressed their 
willingness to continue in ofﬁce and 
a resolution to reappoint them will 
be proposed for the annual general 
meeting in accordance with section 489 
of the companies act 2006
by order of the board
c a n butler
director 
23 april 2012
directors’ report
continued 15
directors’ biographies
clive jones cbe 
nonexecutive chairman
clive joined netplaytv in june 2009 clive’s most recent posts in his thirtytwo year career in television have been the 
chairman of gmtv and the chief executive of itv news and regions until 2007 he has also held positions as managing 
director of the itv network ceo of carlton television managing director of central television and managing director of 
london news network and was the project leader overseeing the digitisation of the itv and channel four newsrooms for 
itn he is currently chairman of energetic communications the new york marketing and events company and the sole non
executive director of s4c
charles butler aca 
chief executive officer
charles qualiﬁed as a chartered accountant with kpmg and moved into the gaming sector in 2001 after working as a ﬁnancial 
analyst at british telecom charles has spent the last eleven years in various roles including ﬁnance director and then chief 
executive of bowman international which was sold to the bet365 group at the end of 2006 along with consulting to various 
land based and online gaming groups in europe and south america charles became ceo of netplaytv in november 2010 
and prior to this he was ﬁnance director from january 2010 
graham stevens 
nonexecutive director
graham is currently ﬁnance director of plexus holdings plc graham has broad experience within both public and private 
companies including fii group plc sketchley group plc bsm group limited and j sainsbury plc graham has acted in the 
capacity of corporate ﬁnance advisor for a number of fund raisings and business acquisitions and disposals and until 2010 
after a 5 year term he was a nonexecutive director of nrx global inc the global provider of asset lifecycle management 
software solutions
andrew lapping 
nonexecutive director
andrew established the hamilton portfolio with john boyle a well known scottish entrepreneur in 1999 andrew is a member 
of the chartered institute of taxation he is currently managing director of the hamilton portfolio and is the driving force 
behind a number of that company’s investment projects andrew is a nonexecutive director of listed companies maven 
growth opportunities 2 vct and software radio technology plc
tim mickley acma 
nonexecutive director
tim qualiﬁed as an accountant with schroders and worked in city institutions for a number of years he subsequently spent ten 
years in corporate ﬁnance roles most recently as a managing director with collins stewart where he led the gaming team and 
advised on a number of signiﬁcant transactions in this sector 16 netplaytv annual report  financial statements 2011 corporate governance
corporate governance
the board has given consideration to 
the uk corporate governance code 
the code issued by the financial 
reporting council frc applicable for 
listed companies for ﬁnancial periods 
after 29 june 2010
although companies traded on aim 
are not required to provide corporate 
governance disclosure or follow 
guidelines in its code the directors 
have chosen to provide certain 
information on how the group has 
adopted various principles of the code
board
at the date of this report the group 
board was made up of one executive 
and four nonexecutive directors under 
the company’s articles of association 
a director shall retire from ofﬁce at the 
ﬁrst annual general meeting after his or 
her appointment and one third but not 
exceeding one third of the directors 
are required to retire by rotation each 
year
the board meets regularly throughout 
the year and all directors have full 
and timely access to the information 
necessary to enable them to discharge 
their duties there is a scheduled board 
meeting at least every second month 
and a meeting of the management 
board every month additional board 
meetings are held as required
during the year the board met 8 times 
and the following attendance occurred
c jones cbe 8
c a n butler 8
g templer 3
g p stevens 8
a c lapping 7
t s mickley 7
the board is assisted in the discharge 
of its duties by the following board 
committees
audit committee
the audit committee which comprises 
three nonexecutive directors 
g p stevens who chairs the audit 
committee c jones and a c lapping 
the audit committee is responsible for 
ensuring that the ﬁnancial performance 
of the group is properly reported on 
and monitored and for overseeing 
the operation of internal ﬁnancial 
controls appropriate to the size and 
operations of the group the audit 
committee meets twice a year to 
review the results the ﬁndings of 
the auditors the independence and 
objectivity of the auditors and the 
internal controls it also reviews the 
application and appropriateness of the 
group’s accounting policies including 
any changes to ﬁnancial reporting 
requirements brought about by both 
external and internal requirements 
and it gives consideration to all major 
ﬁnancial announcements made by 
the group including its interim and 
preliminary announcements and annual 
report and accounts
the external auditors and other 
executive directors may be invited to 
attend the meetings
during the year the audit committee 
met three times g p stevens and 
a c lapping attended all meetings and 
c jones attended one of the meetings
remuneration committee
the remuneration committee “the 
committee” which comprises three 
nonexecutive directors g p stevens 
who chairs the committee c jones 
and a c lapping the committee 
has the principal function of agreeing 
with the board the framework and 
policy for the remuneration of the 
group’s executive management and 
determining on behalf of the board 
the remuneration packages of the 
executive directors the committee 
also determines the policy on executive 
appointments 
no member of the committee has any 
personal ﬁnancial interest other than 
as a shareholder conﬂict of interest 
arising from crossdirectorships or 
daytoday involvement in running the 
business no director plays a part in any 
discussion about his own remuneration
the chief executive ofﬁcer may be 
invited to attend certain discussions of 
the committee
during the year the remuneration 
committee met twice g p stevens and 
a c lapping attended both meetings
remuneration policy and 
arrangements
the objective of the remuneration 
policy is to ensure that the executive 
directors and managers of the 
group are provided with appropriate 
incentives to encourage enhanced 
performance and are in a fair and 
reasonable manner rewarded for their 
individual contributions to the success 
of the group each director is assessed 
individually so that their remuneration 
is directly related to their performance 
over time and so that a proportion 
of their remuneration is performance 
related
there are ﬁve main elements of the 
remuneration package for executive 
directors 
i basic salary
  an executive director’s basic salary 
is determined by the committee 
before the start of each year and 
when an individual changes position 
or responsibility in deciding 
appropriate levels the committee 
seeks to be competitive but fair 
using information obtained from 
both internal and external sources 17
ii performance related annual bonus
  performance related annual 
bonuses are designed to reward 
contribution and to encourage the 
achievement of targeted levels of 
performance over the short term 
the maximum annual cash bonuses 
are set by the committee and 
are subject to stretching targets 
linked to the group’s operating 
performance in the year 
iii longterm incentive arrangements
  the company’s long term incentive 
arrangements are intended to 
encourage directors and other key 
employees to focus on long term 
strategic corporate objectives and 
to further align the interests of 
management and shareholders 
these arrangements consist of an 
enterprise management incentive 
scheme “emi” an inland revenue 
approved share option scheme 
and an inland revenue unapproved 
share option scheme details 
of these schemes are outlined 
in note 7 and 26 to the ﬁnancial 
statements
iv pension arrangements
  the group does not operate a 
pension scheme for employees 
however it does make contributions 
to personal pension plans
v other benefits
  other beneﬁts for executive 
directors include a private health 
care scheme
service contracts
c a n butler has a service agreement 
dated 29 january 2010 which is 
terminable on six month’s notice by 
either party
in the event of early termination 
the directors’ contracts provide for 
compensation up to a maximum of basic 
salary plus the fair value of beneﬁts to 
which the directors are contractually 
entitled for the unexpired portion of 
the notice period the company seeks 
to apply the principle of mitigation in 
the payment of compensation on the 
termination of the service contract of 
any executive director
nonexecutive directors
all nonexecutive directors have speciﬁc 
terms of engagement the dates of 
which are set out below there are no 
provisions for compensation payable in 
the event of early termination the non
executive directors are appointed for 
an initial period of one year following 
which the notice period is three months
director
date of  
engagement letter
c jones cbe 11 june 2009
g p stevens 31 july 2003
a c lapping 1 february 2007
t s mickley 1 november 2010
the determination of the non
executive directors’ remuneration has 
been delegated by the board to the 
executive directors within the limits 
set by the articles of association the 
fees paid to the nonexecutive directors 
in the year shown in note 7 to the 
ﬁnancial statements are inclusive of 
the additional work performed for the 
group in respect of membership of the 
board committees at the 2004 annual 
general meeting shareholder approval 
was granted to allow nonexecutive 
directors to participate in the group’s 
unapproved share option scheme
relations with shareholders
the group is committed to ongoing 
communication with its shareholders 
at the annual general meeting 
individual shareholders are afforded the 
opportunity to question the board
internal control
the board has overall responsibility 
for the system of internal control 
established by the group and 
places considerable importance 
on maintaining a strong control 
environment however such a system 
is designed to identify manage and 
mitigate rather than eliminate the risk 
of failure to achieve business objectives 
and can only provide reasonable and 
not absolute assurance against material 
misstatement or loss
key elements of the group’s system of 
internal control are as follows
 financial management
  annual budgets are prepared for 
each business division and for the 
group these budgets are reviewed 
and agreed by the board and actual 
performance is measured against 
these budgets on a regular basis 
monthly management accounts are 
prepared reviewed analysed and 
presented to the board the group 
has in place documented authority 
levels for approving purchase 
orders invoices and all bank 
transactions
 company management
  the executive directors meet 
regularly to monitor and evolve 
the group’s strategic direction 
including product offerings and 
routes to market in addition the 
chief executive conducts regular 
management meetings to ensure 
that the strategy is cascaded 
throughout the group’s operations 
and is being acted upon accordingly
 risk analysis
  the group maintains a 
comprehensive risk register the 
board approves annual updates and 
appropriate risk mitigating action 
plans 18 netplaytv annual report  financial statements 2011 directors’ responsibilities
directors’ responsibilities
the directors are responsible for 
preparing the annual report and the 
ﬁnancial statements in accordance with 
applicable law and regulations 
company law requires the directors 
to prepare ﬁnancial statements 
for each ﬁnancial year under that 
law the directors have elected to 
prepare the group and company 
ﬁnancial statements in accordance 
with international financial reporting 
standards ifrss as adopted by the 
european union under company law 
the directors must not approve the 
ﬁnancial statements unless they are 
satisﬁed that they give a true and fair 
view of the state of affairs of the group 
and company and of the proﬁt or 
loss of the group for that period the 
directors are also required to prepare 
ﬁnancial statements in accordance with 
the rules of the london stock exchange 
for companies trading securities on the 
alternative investment market 
in preparing these ﬁnancial statements 
the directors are required to
 select suitable accounting policies 
and then apply them consistently
 make judgements and accounting 
estimates that are reasonable and 
prudent
 state whether they have been 
prepared in accordance with ifrss 
as adopted by the european union 
subject to any material departures 
disclosed and explained in the finan
cial statements and
 prepare the financial statements on 
the going concern basis unless it is 
inappropriate to presume that the 
company will continue in business
the directors are responsible for 
keeping adequate accounting records 
that are sufﬁcient to show and explain 
the company’s transactions and 
disclose with reasonable accuracy 
at any time the ﬁnancial position of 
the company and enable them to 
ensure that the ﬁnancial statements 
comply with the requirements of the 
companies act 2006 they are also 
responsible for safeguarding the assets 
of the company and hence for taking 
reasonable steps for the prevention 
and detection of fraud and other 
irregularities
website publication
the directors are responsible for 
ensuring the annual report and the 
ﬁnancial statements are made available 
on a website financial statements 
are published on the company’s 
website in accordance with legislation 
in the united kingdom governing 
the preparation and dissemination of 
ﬁnancial statements which may vary 
from legislation in other jurisdictions 
the maintenance and integrity 
of the company’s website is the 
responsibility of the directors the 
directors’ responsibility also extends 
to the ongoing integrity of the ﬁnancial 
statements contained therein 19
independent auditor’s report 
to the members of 
netplay tv plc 
we have audited the ﬁnancial 
statements of netplay tv plc for the 
year ended 31 december 2011 which 
comprise the consolidated statement 
of comprehensive income the 
consolidated and company statements 
of ﬁnancial position the consolidated 
and company statement of cash 
ﬂows the consolidated and company 
statement of changes in equity and the 
related notes the ﬁnancial reporting 
framework that has been applied in 
their preparation is applicable law 
and international financial reporting 
standards ifrss as adopted by the 
european union and as regards the 
parent company ﬁnancial statements 
as applied in accordance with the 
provisions of the companies act 2006 
this report is made solely to the 
company’s members as a body in 
accordance with chapter 3 of part 16 
of the companies act 2006 our audit 
work has been undertaken so that we 
might state to the company’s members 
those matters we are required to state 
to them in an auditor’s report and for 
no other purpose to the fullest extent 
permitted by law we do not accept or 
assume responsibility to anyone other 
than the company and the company’s 
members as a body for our audit work 
for this report or for the opinions we 
have formed
respective responsibilities of 
directors and auditors
as explained more fully in the 
statement of directors’ responsibilities 
the directors are responsible for the 
preparation of the ﬁnancial statements 
and for being satisﬁed that they give 
a true and fair view our responsibility 
is to audit and express an opinion on 
the ﬁnancial statements in accordance 
with applicable law and international 
standards on auditing uk and ireland 
those standards require us to comply 
with the auditing practices board’s 
apb’s ethical standards for auditors 
scope of the audit of the 
financial statements
a description of the scope of an audit 
of ﬁnancial statements is provided on 
the apb’s website at wwwfrcorguk
apbscopeprivatecfm 
opinion on financial 
statements
in our opinion 
 the financial statements give a true 
and fair view of the state of the 
group’s and the parent company’s 
affairs as at 31 december 2011 and 
of the group’s profit for the year 
then ended
 the group financial statements 
have been properly prepared in 
accordance with ifrss as adopted by 
the european union
 the parent company financial 
statements have been properly 
prepared in accordance with ifrss 
as adopted by the european union 
and as applied in accordance with 
the provisions of the companies act 
2006 and
 the financial statements have been 
prepared in accordance with the 
requirements of the companies act 
2006
opinion on other matters 
prescribed by the companies 
act 2006
in our opinion the information given in 
the directors’ report for the ﬁnancial 
year for which the ﬁnancial statements 
are prepared is consistent with the 
ﬁnancial statements 
matters on which we are 
required to report by 
exception
we have nothing to report in respect 
of the following matters where the 
companies act 2006 requires us to 
report to you if in our opinion
 adequate accounting records 
have not been kept by the parent 
company or returns adequate for 
our audit have not been received 
from branches not visited by us or
 the parent company financial 
statements are not in agreement 
with the accounting records and 
returns or
 certain disclosures of directors’ 
remuneration specified by law are 
not made or
 we have not received all the 
information and explanations we 
require for our audit
john le poidevin
senior statutory auditor 
for and on behalf of bdo llp 
statutory auditor 
london 
united kingdom
23 april 2012
bdo llp is a limited liability partnership 
registered in england and wales with 
registered number oc305127 20 netplaytv annual report  financial statements 2011 financial statements
consolidated statement of comprehensive income
for the year ended 31 december 2011
note year ended
31 december
2011
year ended
31 december
2010
  £ 000’s £ 000’s
revenue 22272 19807
cost of sales 15316 16590
gross proﬁt 6956 3217
administrative expenses 6432 17438
other income 117 –
operating proﬁtloss 641 14221
ebitda 3420 2779
depreciation of property plant and equipment 901 877
amortisation of intangible assets 1128 2179
impairment of goodwill – 97
impairment of intangible assets – 4668
exceptional items – 3211
share based payments 750 410
operating proﬁtloss  641 14221
finance income 9 7 19
finance costs 10 6 24
proﬁtloss before taxation 4 642 14226
income tax 11 – 414
proﬁtloss from continuing operations 642 13812
proﬁt from discontinued operations 3 – 104
proﬁtloss after taxation 642 13708
other comprehensive income
exchange gains arising on translation of foreign operations – 49
total other comprehensive income – 49
total comprehensive income  642 13659
basic proﬁtloss per share
from continuing operations p 12 023 673
from discontinued operations p 12 – 005
  023 668
diluted proﬁtloss per share
from continuing operations p 12 022 673
from discontinued operations p 12 – 005
  022 668
the notes on pages 27 to 59 form part of these ﬁnancial statements the company has taken advantage of section 408 of the 
companies act 2006 not to publish its own statement of comprehensive income
ebitda is a nongaap company specific measure and excludes share based payment charges described in note 26 and exceptional charges described in note 6 
where not explicitly mentioned ebitda refers to ebitda from continuing operations 21
consolidated statement of financial position
as at 31 december 2011
company registration number 03954744 note year ended
31 december
2011
year ended
31 december
2010
  £ 000’s £ 000’s
assets
noncurrent assets
property plant and equipment 14 977 1790
goodwill 16 3617 3617
other intangible assets 17 2148 3174
other receivables 20 141 141
total noncurrent assets 6883 8722
current assets
trade and other receivables 20 814 649
cash and cash equivalents 23 7940 5580
total current assets 8754 6229
total assets 15637 14951
equity and liabilities
share capital 25 10679 10653
share premium 22923 22838
merger reserve 1088 1317
other reserves 27 1 72
retained earnings 23991 25617
total equity 10698 9263
current liabilities
trade and other payables 21 4939 5516
borrowings 23 – 43
provisions 22 – 129
total current liabilities 4939 5688
total equity and liabilities 15637 14951
the notes on pages 27 to 59 form part of these ﬁnancial statements
these ﬁnancial statements were approved by the board of directors and authorised for issue on 23 april 2012 and signed on 
their behalf by
c a n butler
director 22 netplaytv annual report  financial statements 2011 financial statements
consolidated statement of cash flows
for the year ended 31 december 2011
note year ended
31 december
2011
year ended
31 december
2010
  £ 000’s £ 000’s
cash ﬂows from operating activities
proﬁt loss for the year 642 13708
adjustments for
depreciation and amortisation 2029 3103
impairment of goodwill and other intangible assets – 4765
share based payments 750 410
foreign exchange differences – 136
loss on disposal of property plant and equipment 8 101
proﬁt on disposal of discontinued operation net of tax – 101
finance income 9 7 19
finance costs 10 6 24
income tax credit – 414
increasedecrease in trade and other receivables 165 3062
decrease in trade and other payables 644 667
decrease in provisions 22 129 468
cash generated fromused in operations  2490 3776
income taxes received  – 128
net cash fromused in operating activities  2490 3648
cash ﬂows from investing activities
purchase of property plant and equipment 14 102 1390
sale of property plant and equipment 5 –
purchase of intangible assets 17 169 1510
sale of intangible assets 67 –
disposal of discontinued operation 3 – 119
interest received 9 7 19
net cash used in investing activities 192 2762
cash ﬂows from ﬁnancing activities 
proceeds from issuance of ordinary shares net of issue costs 111 2441
cash paid to revoke share options in the company – 350
interest paid 10 6 24
repayment of borrowings 43 195
net cash from ﬁnancing activities  62 1872
net increasedecrease in cash and cash equivalents  2360 4538
cash and cash equivalents at beginning of period 23 5580 10118
cash and cash equivalents at end of period 23 7940 5580
the notes on pages 27 to 59 form part of these ﬁnancial statements 23
consolidated statement of changes in equity
for the year ended 31 december 2011
share 
capital
share 
premium
merger 
reserve
other 
reserves
retained 
earnings total
 £ 000’s £ 000’s £ 000’s £ 000’s £ 000’s £ 000’s
as at 1 january 2010 9811 21239 1317 19 11969 20417
loss for the year – – – – 13708 13708
other comprehensive income – – – 49 – 49
total comprehensive income – – – 49 13708 13659
shares issued for
cash 833 1667 – – – 2500
employee share options 9 19 – – – 28
costs of issuing shares – 87 – – – 87
options lapsed exercised or cancelled – – – 4 – 4
share based payments charge – – – – 410 410
options revoked for cash consideration – – – – 350 350
as at 31 december 2010 10653 22838 1317 72 25617 9263
proﬁt for the year – – – – 642 642
other comprehensive income – – – – – –
total comprehensive income – – – – 642 642
shares issued for
employee share options 26 85 – – – 111
share based payments charge – – – – 686 686
options lapsed exercised or cancelled – – – – 4 4
disposal of investments note 19 – – 229 73 302 –
as at 31 december 2011 10679 22923 1088 1 23991 10698
other reserves are comprised of the foreign exchange reserve and holdings in the company’s own shares as shown in note 27
the notes on pages 27 to 59 form part of these ﬁnancial statements 24 netplaytv annual report  financial statements 2011 financial statements
company statement of financial position
as at 31 december 2011
company registration number 03954744 note year ended
31 december
2011
year ended
31 december
2010
  £ 000’s £ 000’s
assets
noncurrent assets
property plant and equipment 15 31 177
investments 19 5131 4534
other receivables 20 4117 10488
total noncurrent assets  9279 15199
current assets
trade and other receivables 20 2091 642
cash and cash equivalents 24 4150 2253
total current assets  6241 2895
total assets  15520 18094
equity and liabilities
share capital 25 10679 10653
share premium 22923 22838
other reserves 28 1 1
retained earnings 19530 16729
total equity  14071 16761
current liabilities
trade and other payables 21 1449 1290
borrowings 24 – 43
total current liabilities 1449 1333
total equity and liabilities  15520 18094
the notes on pages 27 to 59 form part of these ﬁnancial statements
these ﬁnancial statements were approved by the board of directors and authorised for issue on 23 april 2012 and signed on 
their behalf by
c a n butler 
director 25
company statement of cash flows
for the year ended 31 december 2011
note year ended
31 december
2011
year ended
31 december
2010
  £ 000’s £ 000’s
cash ﬂows from operating activities
loss for the year 3503 13144
adjustments for
depreciation and amortisation 15 146 109
impairment of investments 11 6102
share based payments 91 150
foreign exchange differences – 6
loss on disposal of property plant and equipment – 4
finance income 237 17
finance costs 6 1
income tax – 122
decreaseincrease in trade and other receivables 4922 1167
increase in trade and other payables  148 472
cash generated fromused in operations  1584 7614
income taxes received – 128
net cash fromused in operating activities  1584 7486
cash ﬂows from investing activities
disposal of subsidiary undertakings 16 –
purchase of property plant and equipment 1 17
interest received  236 17
net cash from in investing activities  251 –
cash ﬂows from ﬁnancing activities
proceeds from issuance of ordinary shares net of issue costs 111 2441
cash paid to revoke share options in the company – 350
interest paid 6 1
repayment of borrowings 43 149
net cash from ﬁnancing activities  62 1941
net increasedecrease in cash and cash equivalents  1897 5545
cash and cash equivalents at beginning of period 24 2253 7798
cash and cash equivalents at end of period 24 4150 2253
the notes on pages 27 to 59 form part of these ﬁnancial statements 26 netplaytv annual report  financial statements 2011 financial statements
company statement of changes in equity
for the year ended 31 december 2011
share 
capital
share 
premium
other 
reserves
retained 
earnings total
 £ 000’s £ 000’s £ 000’s £ 000’s £ 000’s
as at 1 january 2010 9811 21239 5 3645 27400
loss and total comprehensive income for the year – – – 13144 13144
shares issued for
cash 833 1667 – – 2500
employee share options 9 19 – – 28
costs of issuing shares – 87 – – 87
transfers between reserves
options lapsed exercised or cancelled – – 4 – 4
share based payments
charge for the year – – – 150 150
additions to investments – – – 260 260
options revoked for cash consideration – – – 350 350
as at 31 december 2010 10653 22838 1 16729 16761
loss and total comprehensive income for the year – – – 3503 3503
shares issued for
employee share options 26 85 – – 111
costs of issuing shares
share based payment charges
charge for the year – – – 91 91
additions to investments – – – 595 595
disposal of investment spain – – – 16 16
as at 31 december 2011 10679 22923 1 19530 14071
other reserves are comprised of the holdings in the company’s own shares
the notes on pages 27 to 59 form part of these ﬁnancial statements 27
notes to the financial statements
1  accounting policies
reporting entity
netplay tv plc is a public limited company which is listed on aim and is incorporated and domiciled in the uk
the consolidated ﬁnancial statements of the company for the year ended 31 december 2011 comprise the company and its 
subsidiaries together referred to as the ‘group’ and individually as ‘group entities’ the company ﬁnancial statements deal 
with the parent as a standalone entity
the group is primarily involved in the provision of tv and internet gambling services
the following accounting policies have been applied consistently in dealing with items which are considered material in 
relation to the ﬁnancial information of netplay tv plc and its subsidiaries
basis of preparation
these ﬁnancial statements have been prepared in accordance with international financial reporting standards international 
accounting standards and interpretations collectively ifrs issued by the international accounting standards board iasb as 
adopted for use in the eu 
basis of consolidation
the consolidated ﬁnancial statements include the ﬁnancial statements of the company and its subsidiary undertakings made 
up to 31 december each year control is achieved where the company has the power to govern the ﬁnancial and operating 
policies of an investee entity so as to obtain beneﬁts from its activities
on acquisition the assets and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition 
any excess of the cost of acquisition over the fair values of the identiﬁable net assets acquired is recognised as goodwill any 
deﬁciency of the cost of acquisition below the fair values of the identiﬁable net assets acquired is credited to proﬁt or loss in 
the period of acquisition
the proﬁts or losses of subsidiaries are included in the consolidated statement of comprehensive income the results of those 
subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income 
from the effective date of acquisition or up to the effective date of disposal as appropriate
all intragroup transactions are eliminated on consolidation
revenue recognition
revenue for the casino  bingo divisions represents gross bets and wagers less player winnings in the ﬁnancial year
revenue for the discontinued mobile division which was discontinued in 2010 is the aggregate amount of revenue derived 
from the provision of end user mobile telephony services supplied to customers revenue from mobile telephony services is 
recognised upon delivery of media content
dividend income from investments is recognised when the company’s rights to receive payment have been established
taxation
income tax expense represents the sum of the tax currently payable and deferred tax
current tax is provided at amounts expected to be paid or recovered using the tax rates and laws that have been enacted or 
substantively enacted at the date of the statement of ﬁnancial position
deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated 
statement of ﬁnancial position differs from its tax base except for differences arising on
 the initial recognition of goodwill
 the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the 
transaction affects neither accounting or taxable profit and 28 netplaytv annual report  financial statements 2011 financial statements
notes to the financial statements
continued
1  accounting policies continued
 investment in subsidiaries and jointly controlled entities where the group is able to control the timing of the reversal of the 
difference and it is probable that the difference will not reverse in the foreseeable future
recognition of deferred tax assets is restricted to those instances where it is probable that taxable proﬁt will be available 
against which the difference can be utilised
the amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the 
reporting date and are expected to apply when the deferred tax liabilitiesassets are settledrecovered
deferred tax assets and liabilities are offset when the group has a legally enforceable right to offset current tax assets and 
liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either
 the same taxable group company or
 different group entities which intend either to settle current tax assets and liabilities on a net basis or to realise the assets 
and settle the liabilities simultaneously in each future period in which significant amounts of deferred tax assets or liabilities 
are expected to be settled or recovered
pension costs
the group does not operate a pension scheme for its employees however it does make contributions to personal pension 
plans the amount charged to administrative expenses represents the contributions payable to the individuals in respect of 
the accounting period
foreign currency
transactions entered into by group entities in a currency other than the currency of the primary economic environment in 
which they operate their “functional currency” are recorded at the rates ruling when the transactions occur foreign currency 
monetary assets and liabilities are translated at the rates ruling at the reporting date exchange differences arising on the 
retranslation of unsettled monetary assets and liabilities are recognised immediately in statement of comprehensive income
on consolidation the results of overseas operations are translated into sterling at rates approximating to those ruling when 
the transactions took place all assets and liabilities of overseas operations including goodwill arising on the acquisition 
of those operations are translated at the rate ruling at the reporting date exchange differences arising on translating 
the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other 
comprehensive income and accumulated in the foreign exchange reserve 
exchange differences recognised as proﬁt or loss in group entities’ separate ﬁnancial statements on the translation of long
term monetary items forming part of the group’s net investment in the overseas operation concerned are reclassiﬁed to other 
comprehensive income and accumulated in the foreign exchange reserve on consolidation
on disposal of a foreign operation the cumulative exchange differences recognised in the foreign exchange reserve relating 
to that operation up to the date of disposal are transferred to the consolidated statement of comprehensive income as part of 
the proﬁt or loss on disposal
exceptional items
exceptional items include expenditure that the directors believe is of such a size or nature that it should be shown separately 
on the face of the statement of comprehensive income
segmental reporting
operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision 
maker the chief operating decision maker has been identiﬁed as the chief executive ofﬁcer the group’s segments comprise 
casino bingo and mobile the mobile segment was discontinued in 2010 29
1  accounting policies continued
intangible assets
goodwill
goodwill represents the excess of the cost of a business combination over in the case of business combinations completed 
prior to 1 january 2010 the group’s interest in the fair value of identiﬁable assets liabilities and contingent liabilities acquired 
and in the case of business combinations completed on or after 1 january 2010 the total acquisition date fair value of the 
identiﬁable assets liabilities and contingent liabilities acquired
for business combinations completed prior to 1 january 2010 cost comprises the fair value of assets given liabilities assumed 
and equity instruments issued plus any direct costs of acquisition changes in the estimated value of contingent consideration 
arising on business combinations completed by this date are treated as an adjustment to cost and in consequence result in a 
change in the carrying value of goodwill
for business combinations completed on or after 1 january 2010 cost comprised the fair value of assets given liabilities 
assumed and equity instruments issued plus the amount of any noncontrolling interests in the acquiree plus if the business 
combination is achieved in stages the fair value of the existing equity interest in the acquiree contingent consideration is 
included in cost at its acquisition date fair value and in the case of contingent consideration classiﬁed as a ﬁnancial liability re
measured subsequently through proﬁt or loss for business combinations completed on or after 1 january 2010 direct costs 
of acquisition are recognised immediately as an expense
goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated 
statement of comprehensive income where the fair value of identiﬁable assets liabilities and contingent liabilities exceed the 
fair value of consideration paid the excess is credited in full to the consolidated statement of comprehensive income on the 
acquisition date
customer databases
externally acquired customer databases are capitalised at cost and are subject to 50 straightline amortisation 
customer databases acquired as part of business combinations are valued by estimating discounted cash ﬂows that will be 
generated by the assets over their lifetime and are subject to 50 straightline amortisation
the carrying value of player databases is reviewed when there is an indication of impairment
internally generated player databases are not capitalised
websites and other development costs
website and other development expenditure relating to the application and infrastructure development of websites is 
capitalised where the expenditure leads to substantially improved products or processes the products or processes are 
technically and commercially feasible and the group has sufﬁcient resources to complete the development all other 
development expenditure relating to planning content development and other operational activities is charged to the 
statement of comprehensive income in the period it is incurred subsequent expenditure is capitalised only where it clearly 
increases the economic beneﬁts to be derived from the asset to which it relates
website expenses are capitalised at cost and are subject to 50 straightline amortisation the carrying value of websites is 
reviewed when there is an indication of impairment
purchased licences for broadcasting tv channels
purchased licences for broadcasting tv channels are capitalised at cost and are subject to 10 straightline amortisation 
their carrying value is reviewed when there is an indication of impairment
domain names
externally acquired domain names are capitalised at cost and are subject to 5 straightline amortisation
domain names acquired as part of business combinations are valued by estimating discounted cash ﬂows that will be 
generated by the assets over their lifetime and are subject to 5 straightline amortisation
the carrying value of domain names is reviewed when there is an indication of impairment 30 netplaytv annual report  financial statements 2011 financial statements
notes to the financial statements
continued
1  accounting policies continued
partner relationships
partner relationships entered into as part of a business combination are valued by estimating discounted cash ﬂows that will 
be generated by the assets over their lifetime and are subject to straightline amortisation over the life of the relationship 
their carrying value is reviewed when there is an indication of impairment
internally generated partner relationships are not capitalised
investments company accounts
investments in subsidiary undertakings are stated at the fair value of the consideration paid plus share based payments 
incurred to date investments that were acquired prior to the company’s conversion to ifrs are held at cost where cost is 
the aggregate of the nominal value of the company’s shares and the fair value of any other consideration given to acquire the 
share capital of the subsidiary undertakings provision is made where there is an impairment in the value of the investment
property plant and equipment
all property plant and equipment is stated in the statement of ﬁnancial position at historical cost less accumulated 
depreciation and accumulated impairment losses 
depreciation is charged so as to write off the cost over their estimated useful lives using the straightline method of 
depreciation as follows
computer equipment 333 straight line
fixtures  ﬁttings 333 straight line
leasehold improvements shorter of the unexpired period of the lease and the estimated useful 
economic life of the assets
the gain or loss arising on disposal of an asset is determined as the difference between the sales proceeds and the carrying 
amount of the asset and is expensed to proﬁt or loss for the period
leasing
leases are classiﬁed as ﬁnance leases whenever the terms of the lease transfer substantially all of the risks or rewards of 
ownership to the lessee all other leases are classiﬁed as operating leases
rental payments under operating leases are charged to proﬁt or loss on a straightline basis over the term of the lease
where substantially all of the risks and rewards incidental to ownership of a leased asset have been transferred to the group 
“a ﬁnance lease” the asset is treated as if it had been purchased outright 
financial instruments
financial instruments are classiﬁed and accounted for according to the substance of the contractual arrangement as either 
ﬁnancial assets ﬁnancial liabilities or equity instruments
financial assets
financial assets held by the group consist of loans and receivables
loans and receivables are nonderivative ﬁnancial assets with ﬁxed or determinable payments that are not quoted in an active 
market they arise principally through the provision of services to customers but also incorporate other types of contractual 
monetary asset they are initially recognised at fair value plus transaction costs that are directly attributable to their 
acquisition or issue and are subsequently carried at cost less impairment provisions
impairment provisions are recognised when there is objective evidence such as signiﬁcant ﬁnancial difﬁculties on the part 
of the counterparty or default or signiﬁcant delay in payment that the group will be unable to collect all of the amounts due 
under the terms receivable the amount of such a provision being the difference between the net carrying amount and the 
present value of the future expected cash ﬂows associated with the impaired receivable trade receivables are reported net of  31
impairment provisions with impairment losses being recognised within administrative expenses in the consolidated statement 
of comprehensive income on conﬁrmation that the trade receivable will not be collectable the gross carrying value of the 
asset is written off against the associated provision
the group’s loans and receivables comprise trade and other receivables and cash and cash equivalents in the consolidated 
statement of ﬁnancial position cash and cash equivalents includes cash in hand deposits held at call with banks other short 
term highly liquid investments with original maturities of three months or less and for the purpose of the statement of cash 
ﬂows bank overdrafts bank overdrafts are shown within borrowings in current liabilities on the consolidated statement of 
ﬁnancial position
financial liabilities
financial liabilities held by the group consist of bank overdrafts trade payables and other shortterm monetary liabilities
financial liabilities are initially recognised at fair value net of any transaction costs directly attributable to the issue of the 
instrument and subsequently at amortised cost
equity instruments
an equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its 
liabilities
the company’s ordinary shares are classiﬁed as equity instruments
provisions
provisions are recognised when the group has a present legal or constructive obligation as a result of a past event it is 
probable that an outﬂow of resources embodying economic beneﬁts will be required to settle the obligation and a reliable 
estimate of the amount of the obligation can be made provisions for onerous contracts are recognised when the expected 
beneﬁts to be derived from contracts are less than the unavoidable cost of meeting the obligations under the contracts 
provisions are measured at the present value of the amounts that are expected to be paid to settle the obligations
share based payments
where equity settled share options are awarded to employees the fair value of the options at the date of grant is charged to 
the consolidated statement of comprehensive income over the vesting period
where equity settled share options are awarded to parties other than employees in exchange for services performed the 
fair value of the options at the date of grant is charged to the consolidated statement of comprehensive income over the 
expected lifetime of the services received by the group
nonmarket vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at 
each reporting date so that ultimately the cumulative amount recognised over the vesting period is based on the number of 
options that eventually vest nonvesting conditions and market vesting conditions are considered when calculating the fair 
value of the options granted
the fair value of share options issued without marketbased vesting conditions is measured by the application of the black
scholes option pricing model by reference to the grant date of the options the fair value of share options issued with market
based vesting conditions is measured by use of the monte carlo method
capital management
the group had a relatively small amount of debt in 2010 which was repaid in 2011 the group is therefore now funded entirely 
though shareholders funds
when ﬁnancing is required the board will consider whether debt or equity ﬁnancing is more appropriate and proceed 
accordingly the group is not subject to any externally imposed capital requirements
1  accounting policies continued 32 netplaytv annual report  financial statements 2011 financial statements
notes to the financial statements
continued
1  accounting policies continued
critical accounting estimates and judgements
estimates and judgements are based on historical experience expectations of future events and other factors deemed to be 
relevant in the circumstances
valuation of goodwill and other intangible assets acquired with business combinations
identiﬁed intangible assets and goodwill are capitalised at fair value when entering into a business combination establishing 
the fair value of the assets generally requires use of a technique such as discounting expected future cash ﬂows
any process which attempts to estimate future outcomes is subject to uncertainty where it is believed that the estimation 
uncertainty can give rise to material differences in asset carrying values this will be stated in the relevant notes to the ﬁnancial 
statements
impairment of goodwill and other intangible assets
goodwill and other intangible assets are reviewed for impairment and their values are writtendown on the basis of the 
group’s expectations of future economic beneﬁts expected to be received by the group
any process which attempts to estimate future outcomes is subject to uncertainty where it is believed that the estimation 
uncertainty can give rise to material differences in asset carrying values this will be stated in the relevant notes to the ﬁnancial 
statements
standards and interpretations
none of the new standards interpretations and amendments which are effective for periods beginning after 1 january 2011 
are expected to have a material effect on the group’s future ﬁnancial statements
2  segmental information
description of the types of products and services from which each reportable segment derives its revenues
the group has reportable segments as follows
 casino – this division consists of online casino products the brands operated in this division are supercasinocom and 
jackpot247com which are aggregated into one reportable segment
 bingo – this division runs a number of different online bingo websites operating in the uk and europe
 mobile – this division was discontinued in 2010 its results are included within note 3
factors that management used to identify the group’s reportable segments
the group’s reportable segments are strategic business units that offer different products and services each segment 
has its own management team these divisions are managed separately because each business requires different software 
technology and marketing strategies 
measurement of operating segment profit or loss assets and liabilities
the accounting policies of the operating segments are the same as those described in the summary of signiﬁcant accounting 
policies the group evaluates performance on the basis of segment ebitda which is deﬁned as the segment proﬁt or loss 
excluding segment depreciation and amortisation and nonrecurring losses such as exceptional items intangible asset 
impairment and the effects of sharebased payments head ofﬁce costs not derived from operations of any segment and are 
only disclosed in total
during the year the group traded in the following geographical segments 
 uk comprising supercasinocom jackpot247com and an element of the bingoscom service 
 the british virgin islands which holds bingo domain names
 the ‘rest of the world’ segment includes italy spain poland and sweden comprising an element of the bingoscom service 33
2  segmental information continued
casino
2011
bingo
2011
total
2011
 £ 000’s £ 000’s £ 000’s
income statement items
revenue from external customers 20593 1679 22272
other costs 17908 1673 19581
segment proﬁt 2685 6 2691
other income 117
head ofﬁce costs 1417
share based payments 750
finance income 7
finance cost 6
tax   –
proﬁt after tax  642
less tax –
less discontinued operations  –
proﬁt before tax and discontinued operations  642
reconciliation to ebitda
casino
2011
bingo
2011
total
2011
 £ 000’s £ 000’s £ 000’s
segment proﬁt 2685 6 2691
depreciation and amortisation 1920 109 2029
segment ebitda 4605 115 4720
other income 117
head ofﬁce costs  1417
ebitda  3420
statement of ﬁnancial position items
casino
2011
bingo
2011
total
2011
 £ 000’s £ 000’s £ 000’s
assets
noncurrent assets 5069 1814 6883
current assets 8667 87 8754
total assets 13736 1901 15637
liabilities
current liabilities 4864 75 4939
total liabilities 4864 75 4939 34 netplaytv annual report  financial statements 2011 financial statements
notes to the financial statements
continued
2  segmental information continued
casino
2010
bingo
2010
mobile
2010
total
2010
 £ 000’s £ 000’s £ 000’s £ 000’s
income statement items
revenue from external customers 17357 2450 – 19807
other costs 26172 5978 – 32150
discontinued operations – – 104 104
segment loss 8815 3528 104 12239
head ofﬁce costs 1468
share based payments 410
finance income 19
finance cost 24
tax   414
loss after tax 13708
less tax 414
less discontinued operations   104
loss before tax and discontinued operations   14226
reconciliation to ebitda
casino
2010
bingo
2010
subtotal
2010
mobile
2010
total
2010
 £ 000’s £ 000’s £ 000’s £ 000’s £ 000’s
segment loss 8815 3528 12343 104 12239
depreciation and amortisation 2772 284 3056 46 3102
impairment of assets 1504 3261 4765 – 4765
exceptional items 2896 315 3211 31 3242
segment ebitda 1643 332 1311 181 1130
other income –
head ofﬁce costs    1468
ebitda from continuing and discontinuing operations 2598
less ebitda from discontinuing operations    181
ebitda from continuing operations    2779
statement of ﬁnancial position items
casino
2010
bingo
2010
mobile
2010
total
2010
 £ 000’s £ 000’s £ 000’s £ 000’s
assets
noncurrent assets 6802 1920 – 8722
current assets 6069 143 17 6229
total assets 12871 2063 17 14951
liabilities
current liabilities 5544 60 84 5688
total liabilities 5544 60 84 5688 35
2  segmental information continued
geographical information 
external revenue by 
location of customers
non–current assets by 
location of assets
2011 2010 2011 2010
 £ 000’s £ 000’s £ 000’s £ 000’s
united kingdom including channel islands 21790 19090 5070 6802
british virgin islands – – 1813 1920
rest of the world 482 717 – –
 22272 19807 6883 8722
3 discontinued operations
there were no discontinued operations in the ﬁnancial year up to 31 december 2011
on 26 november 2010 the group disposed of the ‘lucky numbers’ and ‘grab a grand’ smsbased subscription services 
for initial cash consideration of £100000 and contingent cash consideration of up to £50000 dependent on performance 
conditions at the reporting date £19000 of the contingent consideration had accrued
as a result of the above transaction discontinued operations comprise the ‘mobile’ business segment as reported in past 
annual reports
the posttax gain on disposal of discontinued operations was determined as follows
 £ 000’s
sale proceeds 119
 119
net assets disposed
property plant and equipment 6
intangible assets 12
 18
pretax gain on disposal of discontinued operations 101
 101
analysis of the result of discontinued operations is as follows
2011 2010
 £ 000’s £ 000’s
revenue – 918
cost of sales – 696
administrative expenses – 219
gain from sale of discontinued operations after tax – 101
proﬁt for the year – 104 36 netplaytv annual report  financial statements 2011 financial statements
notes to the financial statements
continued
3 discontinued operations continued
analysis of the cash ﬂows of discontinued operations is as follows
2011 2010
 £ 000’s £ 000’s
proﬁtloss for the year – 104
adjustments for
depreciation and amortisation – 47
proﬁt on disposal of discontinued operation net of tax – 101
decrease in trade and other receivables – 514
decrease in trade and other payables – 182
net cash from operating activities – 382
purchase of property plant and equipment – 7
disposal of discontinued operation – 119
net cash from investing activities – 112
repayment of borrowings – 8
net cash used in ﬁnancing activities – 8
net cash ﬂows from discontinued operations – 486
4 profit before taxation
2011 2010
 £ 000’s £ 000’s
proﬁt loss before taxation is stated after charging
depreciation of property plant and equipment 901 877
amortisation of intangible assets 1128 2179
impairment of goodwill – 97
impairment of intangible assets – 4668
exceptional items see note 6 – 3211
equity settled share based payments 750 410
research and development 148 760
loss on disposal of property plant and equipment 8 101
operating lease rentals land and buildings 424 395
net losses on foreign currency translation 19 132
5 auditors’ remuneration
2011 2010
 £’000’s £’000’s
auditing of the ﬁnancial statements pursuant to legislation 69 70
other services supplied in pursuant to such legislation 5 15
other services relating to taxation 39 59
all other services – 13
 113 157 37
6 exceptional items
2011 2010
 £ 000’s £ 000’s
aborted projects and restructuring costs – 727
oneoff payment to settle vat liabilities – 211
onerous contracts – 2273
 – 3211
there were no exceptional items disclosed in the ﬁnancial year up to 31 december 2011
aborted projects and restructuring costs include items of expenditure arising from strategic decisions which affect the 
group’s direction this category of expenses includes items such as ofﬁce closure costs and staff redundancies
onerous contracts relate to tv airtime and distribution agreements entered into by the group which have become loss
making since the group has been able to establish itself with signiﬁcant presence on terrestrial channels it rendered 
obsolete some of the existing airtime agreements on nonterrestrial platforms such as freeview and freesat
7 directors’ remuneration
directors’ remunerations for the year ended 31 december 2011
salary and fees
2011
contributions
to personal 
pension plans
2011
performance 
related 
bonus
2011
total 
emoluments
2011
total 
emoluments
2010
 £ 000’s £ 000’s £ 000’s £ 000’s £ 000’s
executive
c a n butler
1
104 27 54 185 105
n l halverson –––– 75
m j higginson –––– 167
g templer
2
29 4 – 33 80
g r whyte –––– 136
nonexecutive
c jones cbe 40 – – 40 40
a c lapping 20 – – 20 20
t s mickley 20 – – 20 5
g p stevens 25 – – 25 20
 238 31 54 323 648
1
 c a n butler’s performance related bonus was paid into his personal pension plan
2
 salary and fees are shown to date of resignation
 
during the year retirement beneﬁts were accruing to two directors 2010 two directors in respect of money purchase pension 
schemes
there were no other long term beneﬁts payable to directors the aggregate sharebased payments charge in relation key 
management personnel compensation is £87000 2010 £119000 the aggregate social security payments in relation to key 
management personnel compensation is £23000 2010 £44000 38 netplaytv annual report  financial statements 2011 financial statements
notes to the financial statements
continued
7 directors’ remuneration continued
directors’ interests in longterm incentive plans
the directors’ interests in share options over ordinary shares in the company were as follows
options over ordinary shares of 1p each
share 
options at 
beginning 
of year
exercised 
during the 
year
lapsed
 during the 
year
surrendered 
during the 
year
share 
options at 
end of year
exercise 
price exercise
 number number number number number pence period
g p stevens 250000 – – 250000 – 2325 30042010 – 29042017
a c lapping 250000 – – 250000 – 2325 30042010 – 29042017
c a n butler 4662077 – 4662077 428
18112011 – 17112020
c jones cbe 200000 – – – 200000 428
a c lapping 166666 – – – 166666 428
g p stevens 166666 – – – 166666 428
g templer 933333 – 933333 – – 428
c a n butler 4662077 1000000 – – 3662077 428
18102011 – 17112020
c jones cbe 200000 – – – 200000 428
a c lapping 166667 – – – 166667 428
g p stevens 166667 – – – 166667 428
g templer 933333 – 933333 – – 428
c a n butler 4662078 – – – 4662078 428 from the date that the 
20 working–day average 
share price is greater than 
or equal to 11 pence until 
17112020
c jones cbe 200000 – – – 200000 428
a c lapping 166667 – – – 166667 428
g p stevens 166667 – – – 166667 428
g templer 933334 – 933334 – – 428
 18886232 1000000 2800000 500000 14586232  
 options surrendered on 15 february 2011
 options lapsed on 31 march 2011
c a n butler made a £49000 2010 £nil gain on the exercise of share options 
the options were granted in accordance with the terms and conditions laid out in the company share option scheme rules
the market price of the netplay tv plc ordinary shares at 31 december 2011 was 875p 31 december 2010 730p and the 
range during the ﬁnancial year was from 624p to 973p 2010 400p to 2800p
8 staff numbers and cost
the average number of persons including executive directors during the period was
2011 2010
 number number
operational 40 56
customer care 11 14
marketing 12 7
management and administrative 17 20
 80 97 39
8 staff numbers and cost continued
the aggregate payroll costs for these persons is as follows
2011 2010
 £ 000’s £ 000’s
wages and salaries 2422 3781
social security costs 203 387
pension contributions 52 52
 2677 4220
the group makes contributions to individual employees’ personal pension plans the assets of the individual schemes are held 
separately from those of the group in independently administered funds the pension cost charge for the year was £52000 
2010 £52000 of this amount £3000 2010 £1000 is included within other payables at 31 december 2011
key management personnel are deﬁned for the purpose of disclosure under ias 24 related party disclosures as the members 
of the board details of their remuneration can be found in note 7
9 finance income
2011 2010
 £ 000’s £ 000’s
bank interest 7 19
10 finance costs
2011 2010
 £ 000’s £ 000’s
other interest 6 24
11 income tax
2011 2010
 £ 000’s £ 000’s
current tax
adjustment in respect of prior years – 122
total current tax credit – 122
deferred tax note 18 – 292
tax credit from continuing operations – 414
tax charge from discontinued operations – –
total tax credit – 414 40 netplaytv annual report  financial statements 2011 financial statements
notes to the financial statements
continued
11 income tax continued
factors affecting the tax expense for the year
the tax assessed in the year differs from the standard rate of corporation tax in the uk of 265 2010 28 the differences 
are explained below
2011 2010
 £ 000’s £ 000’s
proﬁtloss for the year 642 13708
tax charge including discontinued operations – 414
loss before tax 642 14122
tax at the uk corporation tax rate of 265 2010 28 170 3954
effects of
expenses not deductible for tax purposes 452 101
release of deferred tax liabilities – 292
tax rate differences – 2835
adjustment in respect of prior years – 122
unrelieved losses carried forward – 1018
brought forward trading losses utilised in the year 622 –
tax credit for the year – 414 41
12 earnings per share
year 
ended
31 december
2011
year 
ended
31 december
2010
 £ 000’s £ 000’s
proﬁtloss attributable to shareholders
proﬁtloss after taxation from continuing operations 642 13812
proﬁtloss after taxation from discontinued operations – 104
 
number of 
shares
number of 
shares
weighted average numbers of ordinary shares in issue 280047424 205180118
dilutive effect of shares under option 8954953 2889026
weighted average numbers of dilutive ordinary shares 289002377 208069144
 
pence per 
share
pence per 
share
earningsloss per share eps
from continuing operations 023 673
from discontinued operations – 005
 023 668
diluted earningsloss per share
from continuing operations 022 673
from discontinued operations – 005
 022 668
the effect of the loss in 2010 is antidilutive and so in accordance with the ias 33 the diluted loss per share is equal to the 
basic loss per share  42 netplaytv annual report  financial statements 2011 financial statements
notes to the financial statements
continued
12 earnings per share continued
adjusted earnings per share
the directors believe that eps calculated using net cash generated from operating activities better reﬂects the underlying 
performance of the business and assists in providing a clearer view of the performance of the group it is also a performance 
measure used internally to manage the operations of the business
year
ended
31 december
2011
year 
ended
31 december
2010
net cash generated from operating activities attributable to shareholders £ 000’s £ 000’s
from continuing operations 2493 4030
from discontinued operations – 382 
adjusted earningsloss per share
pence per 
share
pence per 
share
from continuing operations 089 196
from discontinued operations – 019 
 089 177
adjusted diluted earningsloss per share
pence per 
share
pence per 
share
from continuing operations 086 196
from discontinued operations – 019 
 086 177
13 loss for the year
as permitted by section 408 of the companies act 2006 the parent company’s income statement has not been included in 
these ﬁnancial statements the parent company’s loss after tax for the year was £3504000 2010 £13144000 43
14 property plant and equipment – group 
leasehold 
improvements
computer 
equipment fixtures  fittings total
 £ 000’s £ 000’s £ 000’s £ 000’s
cost
as at 1 january 2010 462 2158 286 2906
exchange differences – 7 3 10
additions 31356311390
disposal – 931 152 1083
as at 31 december 2010 465 2576 162 3203
exchange differences
additions –939102
disposals – 107 1 108
as at 31 december 2011 465  2562  170  3197 
depreciation
as at 1 january 2010 174 1151 158 1483
exchange differences – 7 3 10
charge in the year 60 746 73 879
disposal – 797 142 939
as at 31 december 2010 234 1093 86 1413
exchange differences –  –  –  – 
charge in the year 132 727 42 901
disposals  – 93 1 94
as at 31 december 2011 366  1727  127  2220 
net book value
as at 31 december 2011 99  835  43  977 
as at 31 december 2010 231 1483 76 1790
the net book value of assets held under ﬁnance leases and hire purchase contracts included above are as follows
2011 2010
 £ 000’s £ 000’s
computer equipment – 75  44 netplaytv annual report  financial statements 2011 financial statements
notes to the financial statements
continued
15 property plant and equipment – company
leasehold 
improvements
computer 
equipment fixtures  fittings total
 £ 000’s £ 000’s £ 000’s £ 000’s
cost 299 187 150 636
as at 1 january 2010 – 8 9 17
additions –2191112
disposals – – – –
as at 31 december 2010 299 174 68 541
additions  – 1 – 1 
disposals – 11 1 12
as at 31 december 2011 299  164 67  530 
depreciation
as at 1 january 2010 168 73 122 363
charge in the year 27 60 22 109
disposals – 18 90 108
as at 31 december 2010 195 115 54 364
charge in the year 98 38 10 146
disposals – 10 1 11
as at 31 december 2011 293  143  63  499 
net book value
as at 31 december 2011 6  21  4  31
as at 31 december 2010 104 59 14 177
16 goodwill
there were no changes to goodwill during the year the changes to goodwill shown below relate to 2010
 £ 000’s
cost
as at 1 january 2010 4533
disposals 916 
as at 31 december 2010 and 2011 3617
impairment
as at 1 january 2010 819
charge in the period 97
disposals 916
as at 31 december 2010 and 2011 –
net book value
as at 31 december 2010 and 2011 3617
£2564000 of goodwill arose on the acquisition of netplay tv services limited and netplay tv broadcasting limited in 
december 2006 45
16 goodwill continued
the recoverable amount of the supercasino cash generating unit to which the goodwill was allocated has been determined 
using a value in use calculation 
the calculation of value in use is based on several assumptions which feed into a forecast model based on past player 
behaviour the key assumptions of the forecast were as follows
 number of new player depositing registrations
 rate of retention of existing players 
 spending patterns of players 
 cost per acquisition cpa from different acquisition sources
 the growth rate applied to cash flows arising after the end of approved budgets and
 the discount rate applied to cash flows
the above assumptions are based on past experience as considered appropriate for any external inﬂuences for example a 
planned increase of marketing activity or tv airtime would be expected to increase player registrations
management forecasts cover a 12month period and beyond that a growth rate of 2 is applied to cash ﬂows up to 
60 months a discount rate of 198 has been used
the directors do not believe that any reasonably possible change in key assumptions would lead to impairment of the carrying 
amount of the supercasino cash generating unit
£1050000 of goodwill arose on the business combination due to the acquisition of certain assets from two way gaming 
limited “twg” and the simultaneously entering into production and gaming contract with vmtv to operate the jackpot247 
service
the calculation of value in use is based on several assumptions which feed into a forecast model based on past player 
behaviour the key assumptions of the forecast were as follows
 number of new player registrations
 rate of retention of existing players 
 spending patterns of players
 the growth rate applied to cash flows arising after the end of approved budgets and
 the discount rate applied to cash flows
the above assumptions are based on past experience adjusted as considered appropriate for any external inﬂuences for 
example a planned increase of marketing activity or tv airtime would be expected to increase player registrations
management forecasts cover a 12month period beyond that no growth is applied to cash ﬂows a discount rate of 198 has 
been used
in 2010 the group disposed of mobilebased sms subscription quiz services resulting in an impairment charge of £97000 to 
the income statement and the £916000 disposal of goodwill cost and accumulated impairment 46 netplaytv annual report  financial statements 2011 financial statements
notes to the financial statements
continued
17 intangible assets
customer 
databases
domain 
names
websites
and other
develop
ment
tv channel 
licence
partner 
relation
ships total
 £ 000’s £ 000’s £ 000’s £ 000’s £ 000’s £ 000’s
cost
as at 1 january 2010 2324 5476 2163 494 2179 12636
additions 1470 27 13 – – 1510
disposals 320 – 2071 – 1182 3573
as at 31 december 2010 3474 5503 105 494 997 10573
additions 14 98 57 – – 169
disposals – – – 494 – 494
as at 31 december 2011 3488  5601  162  –  997 10248
amortisation
as at 1 january 2010 1273 656 1798 82 254 4063
impairment – 2686 – 315 1667 4668
amortisation charge 1346 229 361 30 258 2224
disposals 312 – 2062 – 1182 3556
as at 31 december 2010 2307 3571 97 427 997 7399
amortisation charge 987  112  29 – – 1128 
disposals – – – 427 – 427
as at 31 december 2011 3294  3683  126  –  997  8100 
net book value
as at 31 december 2011 194  1918  36  –  –  2148 
as at 31 december 2010 1167 1932 8 67 – 3174
the group holds several highly desirable domain names which were acquired as part of the bingos transaction in 2008 
some of which being de fr and it domains are particularly attractive for use in the german french and italian markets 
respectively 
during the year the directors of the company have considered any indications of impairment and have come to the conclusion 
that there are none
in 2010 it became apparent that legislation in france and italy would restrict these domain names from being utilised to 
their full potential following an impairment review which took place in 2010 that considered the likely income that would 
be generated from selling or leasing the domain names the decision was taken to reduce the carrying value of a number of 
individual domain names by a total of £2686000
in march 2010 the group acquired the full rights to the challenge jackpot database from virgin media television “vmtv” 
as part of this transaction the terms of the production agreement were amended and consequently an impairment charge of 
£985000 had been expensed in the income statement to fullyimpair the asset in june 2010 notice was given that as of 31 
december 2010 netplay tv would cease broadcasting the challenge jackpot service on vmtv consequently the directors 
reassessed the value of the vmtv contract as of the date of notice and as at 31 december 2010 the full remainder of the 
carrying value of £682000 has been impaired therefore the total impairment charge in 2010 in relation to the vmtv contract 
was £1667000 47
18 deferred tax
intangible 
assets total
 £ 000’s £ 000’s
deferred tax asset as at 1 january 2010 292 292
credits to the income statement 292 292
deferred tax liability as at 31 december 2010 and 2011 – –
at the year end the group had unused tax losses of £6556059 2010 £7177697 available for offset against future proﬁts no 
deferred tax asset has been recognised in respect of these losses given the group’s track record at this time future deferred 
tax assets will be recognised when the group has established a track record of expected future taxable proﬁt
19 noncurrent asset investments 
year ended
31 december
2011
year ended
31 december
2010
company £ 000’s £ 000’s
investment in subsidiary undertakings
as at 1 january  4534 10376
additions 624 260
impairment 11 6102
disposal 16 –
as at 31 december  5131 4534
during the year the company increased its investment in subsidiary undertakings by increasing its capital contribution due 
to group share based payment arrangements between the parent and its subsidiary the company impaired its investment 
in netplay tv services ltd by £11000 as the company ceased trading in 2010 the company disposed of its investment in 
netplay tv spain sl during the year 
mobileworkﬂow limited a dormant subsidiary in 2010 was formally dissolved in 2011 the movement in reserves represents 
the transfer of mobileworkﬂow limited’s merger reserve to retained earnings
an impairment charge of £3747202 was realised in the company’s 2010 accounts against the carrying value of its investment 
in netplaytv marketing bvi ltd the trigger event for this impairment was the impairment of domain names by the directors 
of netplaytv marketing bvi ltd explained in note 17 in considering the fair value of the investment the directors took 
into account both the market value of the subsidiary and net asset value and decided the most appropriate method of 
calculating the fair value of its investment to be the net asset value the impairment charge was therefore realised to bring 
the investment value inline with the net asset value of netplaytv marketing bvi ltd impairment charges were also realised 
in 2010 for the full carrying value of investments in netlay malta ltd netplay tv spain sl netplaytv services ltd and 
netplaytv mobile ltd for the amounts of £87999 £139840 £1701730 and £426000 respectively the trigger event for 
these impairment charges were the companies all ceasing to trade during the year as all four subsidiary companies had net 
liabilities at the year end the directors considered the fair value of these investments as nil 48 netplaytv annual report  financial statements 2011 financial statements
notes to the financial statements
continued
19 noncurrent asset investments continued
the company has investments in the ordinary shares of the following subsidiary undertakings all of which are included in the 
consolidation
 residence principal activity shareholding
netplay tv services limited uk tv and online gambling 100
netplay malta limited malta tv and online gambling 100
netplay tv group limited alderney tv and online gambling 100
netplay tv broadcasting limited uk tv broadcasting 100
netplay tv mobile limited uk premium charged telephony services 100
netplay tv marketing services limited uk marketing services 100
netplay tv marketing bvi limited bvi marketing services 100
netplay ip limited bvi dormant 100
20 trade and other receivables
included within noncurrent assets
group
2011
group
2010
company
2011
company
2010
 £ 000’s £ 000’s £ 000’s £ 000’s
receivables from subsidiaries – – 3976 10347
other receivables 141 141 141 141
  141 141 4117 10488
included within current assets
group
2011
group
2010
company
2011
company
2010
 £ 000’s £ 000’s £ 000’s £ 000’s
trade receivables 134 134 10 –
receivables from subsidiaries – – 1932 503
prepayments and accrued income 594 322 92 139
other receivables 86 193 57 –
 814 649 2091 642
the group and company do not have any receivables that are past due
during 2010 as part of an overall group restructure the company took the commercial decision to reclassify certain 
intercompany receivables as noncurrent assets and to consider them as part of long term ﬁnancing arrangements 49
21 trade and other payables
group
2011
group
2010
company
2011
company
2010
 £ 000’s £ 000’s £ 000’s £ 000’s
trade payables 1385 1567 74 214
amounts owed to group undertakings – – 543 549
other taxes and social security 54 25 15 62
accruals and deferred income 1916 2581 663 481
customer funds held 1242 1080 – –
other payables 342 263 154 108
  4939 5516 1449 1290
22 provisions
2011 2010
 £ 000’s £ 000’s
as at 1 january 129 597
provisions made in the year – 129 
provisions utilised in the year 129 597
as at 31 december – 129 
all provisions relate to onerous tv airtime contracts
the provision held as at 31 december 2010 was fully utilised by 31 december 2011 and no further provisions were required
23 financial instruments and risk management – group
treasury management
the group’s ﬁnancial instruments comprise cash along with various items such as trade receivables and payables 
the main risks arising from the group’s ﬁnancial instruments are liquidity risk credit risk and market risk the board reviews 
and agrees policies for managing these risks and the policies adopted have been applied throughout the year and since the 
year end
liquidity risk
the group’s policy is to ensure that it will always have sufﬁcient cash to allow it to meet its liabilities when they become due 
customer funds are kept in dedicated client accounts separately from the group’s operational bank accounts in order to 
ensure that their liability is met
the board receive information of cash balances daily in order to keep the group’s liquidity under review 50 netplaytv annual report  financial statements 2011 financial statements
notes to the financial statements
continued
23 financial instruments and risk management – group continued
the following table sets out the contractual maturities of ﬁnancial liabilities
at 31 december 2011 less than 3 
months
3 to 12 
months
over 12 
months
 £ 000’s £ 000’s £ 000’s
trade payables 1377  8  – 
accruals and deferred income 1893  23  – 
customer funds held 1242  –  – 
other payables 396  – 
borrowings –  –  – 
  4908 31  – 
at 31 december 2010 less than 3 
months
3 to 12 
months
over 12 
months
 £ 000’s £ 000’s £ 000’s
trade payables 1495 72 –
accruals and deferred income 1680 901 –
customer funds held 1080 – –
other payables 201 56 6
borrowings 21 22 –
 4477 1051 6
credit risk
credit risk is the risk of ﬁnancial loss to the group if a customer or counterparty to a ﬁnancial instrument fails to meet its 
contractual obligations the group is mainly exposed to credit risk from cash in transit though this exposure is relatively small 
given that the group’s payment processors generally hold only a few days’ transactions at any given time
credit risk also arises where cash and cash equivalents are deposited with banks or ﬁnancial institutions it is the group’s 
policy to deposit funds only with reputable institutions and to keep the position under review
quantitative disclosures of the credit risk exposure in relation to ﬁnancial assets are set out below
carrying 
value
2011
maximum 
exposure
2011
carrying 
value
2010
maximum 
exposure
2010
 £ 000’s £ 000’s £ 000’s £ 000’s
cash and cash equivalents 7940  7940 5580 5580
trade and other receivables 955  955 790 790
  8895  8895 6370 6370
market risk
foreign currency risk
foreign exchange risk arises because the group has operations denominated in both sterling and euros
the group’s policy where possible is to settle liabilities with cash generated from operations denominated in the same 
currency
the directors receive a daily summary of cash balances held in each currency and regularly monitor the foreign currency risk 
exposure 51
23 financial instruments and risk management – group continued
current assets and liabilities denominated in euros translated into sterling are included within the statement of ﬁnancial 
position as follows
2011 2010
 £ 000’s £ 000’s
cash and cash equivalents 289 375
trade and other receivables – 2
trade and other payables 153 295
net current assets 136 82
a strengthening of 10c against sterling at the reporting date would result in an increasedecrease in net assets of £14000 
2010 £8000
interest rate risks
the group currently has positive cash balances and as such does not see interest rate risk as a signiﬁcant issue at the present 
time the board will regularly review this position and amend their approach where appropriate
other risks
there are risks in the market in which the group operates within these are detailed below along with the procedures 
implemented in order to mitigate these risks
compliance with gambling and tv broadcasting regulations is fundamental to the group’s success in order to ensure that the 
requirements of the regulations are met the group has a number of staff monitoring the regulations on a regular basis the 
group also uses the services of a specialist legal advisor in the ﬁeld and regular consultations are conducted to ensure that the 
group is up to date on regulations in the ﬁeld
the group also sees a potential risk of fraud resulting from customers using counterfeit payment methods and also money 
laundering in order to mitigate this risk the group has a dedicated inhouse team which monitors unusual customer behaviour 
so to identify fraudulent activity 
financial assets and liabilities
financial assets
group cash balances as at 31 december 2011 are shown in the table below
2011 2010
 £ 000’s £ 000’s
cash held in client accounts 1806 1825
company cash balances 6134 3755
net cash balances 7940 5580
the group has unrestricted access to all cash balances
maturity of financial liabilities
obligations under hire purchase agreements as held by the group are repayable under the following timescales
2011 2010
 £ 000’s £ 000’s
obligations under hire purchase agreements
less than 1 year – 43 52 netplaytv annual report  financial statements 2011 financial statements
notes to the financial statements
continued
24 financial instruments and risk management – company
treasury management
the company’s ﬁnancial instruments comprise cash along with various items such as receivables and payables the 
company’s policy does not permit entering into speculative trading of ﬁnancial instruments and this policy has been applied 
throughout the year
the main risks arising from the company’s ﬁnancial instruments are liquidity risk credit risk and market risk the board 
reviews and agrees policies for managing these risks and the policies adopted have been applied throughout the year and 
since the year end
liquidity risk
the company’s policy is to ensure that it will always have sufﬁcient cash to allow it to meet its liabilities when they become 
due
the board receive information of cash balances daily in order to keep the company’s liquidity under review
the following table sets out the contractual maturities of ﬁnancial liabilities
at 31 december 2011 less than 3 
months
3 to 12 
months
over 12 
months
 £ 000’s £ 000’s £ 000’s
trade payables 66  8  – 
amounts owed to group undertakings 543  –  – 
accruals and deferred income  525  138  – 
other payables 169  –  – 
  1303  146  – 
at 31 december 2010 less than 3 
months
3 to 12 
months
over 12 
months
 £ 000’s £ 000’s £ 000’s
trade payables 202 12 –
amounts owed to group undertakings – 549 –
accruals and deferred income 205 276 –
other payables 46 56 6
borrowings 21 22 –
 474 915 6
credit risk
credit risk is the risk of ﬁnancial loss to the company if a counterparty to a ﬁnancial instrument fails to meet its contractual 
obligations the group is mainly exposed to credit risk from loans made to subsidiaries
credit risk also arises where cash and cash equivalents are deposited with banks or ﬁnancial institutions it is the group’s 
policy to deposit funds only with reputable institutions and to keep the position under review 53
24 financial instruments and risk management – company continued
quantitative disclosures of the credit risk exposure in relation to ﬁnancial assets are set out below
carrying 
value
2011
maximum 
exposure
2011
carrying 
value
2010
maximum 
exposure
2010
 £ 000’s £ 000’s £ 000’s £ 000’s
cash and cash equivalents 4150  4150 2253 2253
trade and other receivables 6208  6208 11130 11130
  10358  10358 13383 13383
market risk
foreign currency risk
foreign exchange risk arises because the company has investments in subsidiaries which have assets and liabilities 
denominated in euros
the carrying value of subsidiary investments having signiﬁcant exposure to foreign currency risk at the reporting date was 
£2356000 2010 £1778000
interest rate risks
the company currently has positive cash balances and as such does not see interest rate risk as a signiﬁcant issue at the 
present time the board will regularly review this position and amend their approach where appropriate
the company has a relatively small amount of assets purchased under hire purchase agreements the agreements in place are 
at a ﬁxed interest rate which removes any uncertainty as to the level of repayments to be made
financial assets and liabilities
financial assets
company cash balances as at 31 december 2011 are shown in the table below
2011 2010
 £ 000’s £ 000’s
sterling cash balances  4150 2253
net cash balances 4150 2253
maturity of financial liabilities
obligations under hire purchase agreements as held by the company are repayable under the following timescales
2011 2010
 £ 000’s £ 000’s
obligations under hire purchase agreements
less than 1 year – 43
2 – 5 years – – 54 netplaytv annual report  financial statements 2011 financial statements
notes to the financial statements
continued
25 share capital
2011 2010
 £ 000’s £ 000’s
allotted called up and fully paid
282309552 2010 279724649 ordinary shares of 1p 2823 2797
196391315 2010 196391315 deferred shares of 4p 7856 7856
 10679 10653
during the year directors and employees exercised a total 2584903 share options over ordinary share of 1p
26 share based payments
the group has four employee share schemes – the 2000 all employee share ownership plan “aesop” the 2000 enterprise 
management incentive scheme “emi” the 2000 approved executive share ownership scheme “asos” and the 2000 
unapproved share ownership scheme “usos” to date the group has granted options under the aesop and emi schemes
aesop
the aesop holds shares in trust on behalf of employees subject to the satisfaction of any performance condition and the 
continuous employment of the beneﬁciary access to shares occurs three years from the date of grant unless there is a change 
in control of the company when access may occur earlier
a summary of activity in shares issued through aesop is shown below
2011 2010
 number number
at the beginning of the year 99933 99933
movement in the period – –
at the end of the year 99933 99933
the market value of the shares held by the aesop at 31 december 2011 was £8744 2010 £7295
emi
options to acquire ordinary shares under the emi may be granted up to a maximum of £3000000 based on the market value 
of the shares placed under option at the date of the grant
the determination of the number of options granted to employees is at the discretion of the remuneration committee
no consideration is payable for the grant of an option and options are not transferable or assignable cash consideration is 
paid to the company by the employee at the point that the share options are exercised the price paid for share options by 
employees is determined at the time of grant and is normally equal to the midmarket share price on the date that the option 
is granted
an option is normally exercisable in stages between the 1st and 10th anniversaries of the date of grant all options normally 
lapse if the option holder ceases to be employed by the group though at the discretion of the company and depending upon 
the circumstances in which the employment has ended some individuals may be permitted to retain options after they leave 
employment for 6 months or an alternative timescale if agreed by the remuneration committee 55
26 share based payments continued
options to subscribe under various schemes for ordinary shares of 1p including those noted in directors’ interests in note 7 
are shown in the table below
exercise 
price per 
share 2011 2010
date of grant pence  exercise period number number
01sep03 10 02092006 – 01092013 12000 12000
26apr07 225 26042010 – 25042017 – 24000
30apr07 2325 30042010 – 29042017 30554 3430554
01may07 2392 01052010 – 30042017 – 35000
01jun07 3067 01062010 – 31052017 32000 82000
31oct07 2375 31102010 – 30102017 – 35000
27jun08 165 27062009 – 26062018 28000 2018833
14oct08 22 14102009 – 13102018 10000 53500
30jun09 195 30062010 – 29062019 – 1000000
30jun09 255 30062010 – 29062019 – 101000
16jun10 285 04092010 – 21042012
1
9754822 9754822
18nov10 428 18112011 – 17112020 6374813 7754146
18nov10 428 18102011 – 17112020 4489910 7754146
18nov10 428 dependent on share price
3
6700813 7754146
12jan11 625 12012012  11012021 250000 –
12jan11 625 dependent on share price
2
250000 –
12jan11 625 dependent on share price
3
250000 –
01feb11 6875 01022012  31012021 184667 –
01feb11 6875 dependent on share price
2
184667 –
01feb11 6875
 
dependent on share price
3
184667 –
    28736913 39809147
1  options are exercisable for 6 months after the expiration of the airtime agreement which terminated on 21 october 2011
2   exercisable from the date that the 20 workingday average price of shares in the company reaches 472 pence more than the exercise price 
until ten years after the date of grant
3   exercisable from the date that the 20 workingday average price of shares in the company reaches 672 pence more than the exercise price 
until ten years after the date of grant 56 netplaytv annual report  financial statements 2011 financial statements
notes to the financial statements
continued
26 share based payments continued
the table below gives a reconciliation of the opening balance to the closing balance of these options
 number
as at 1 january 2010 26750533
options issued in the period 33017260
options lapsed 3966841
options cancelled 14967639
options surrendered 857500
options exercised 166666
as at 31 december 2010 39809147
options issued in the period 1304001
options lapsed 7591332
options cancelled –
options surrendered 2200000
options exercised 2584903
exercisable at 31 december 2011 28736914
the weighted average share price on the date of exercise in 2011 was 922 pence 2010 2550 pence
the weighted average issue price in 2011 was 652 pence 2010 1144 pence the weighted average fair value of options 
issued in 2011 was pence 2010 324 pence 
in accordance with ifrs 2 share based payments a charge of £686000 2010 £410000 in respect of the fair value of share 
options granted has been included within administrative expenses 
the share option valuation model assumed volatility of 61 2010 60 based on historic volatility a dividend yield of 0 
2010 0 an expected life of 1 year and a risk free rate of 05 2010 05 there were 1304001 2010 33017260 options 
granted in the year 
27 reserves – group
other reserves are comprised of
investment 
in own 
shares
foreign 
exchange 
reserve total
 £ 000’s £ 000’s £ 000’s
as at 1 january 2010 5 24 19
share options lapsed exercised or cancelled 4 – 4
exchange gains arising on translation of foreign operations – 49 49
as at 31 december 2010 1 73 72
disposal of investments – 73 73
as at 31 december 2011 1 – 1 57
27 reserves – group continued
the following describes the nature and purpose of each reserve within equity
reserve description and purpose
share premium amount of paidup share capital in excess of nominal value
merger reserve share capital in excess of nominal value issued as purchase consideration
investment in own shares shares held in the company
foreign exchange reserve gainslosses arising on translating overseas operations into gbp on con
solidation
retained earnings all other net gains losses and transactions with shareholders not recog
nised elsewhere in prior years a separate share based payments reserve 
has been shown however in the current year the share based payments 
reserve and retained earnings reserve have been combined
28 reserves – company
other reserves are comprised of
investment 
in own 
shares total
 £ 000’s £ 000’s
as at 1 january 2010 5 5
share options lapsed exercised or cancelled 4 4
as at 31 december 2010 1 1
as at 31 december 2011 1 1
29 financial commitments
the group had future lease payments under noncancellable operating leases on land and buildings and other leases expiring 
as follows
2011 2010
 £ 000’s £ 000’s
land  buildings
within one year 324 284
after one year and within ﬁve years 635 820
 959 1104
2011 2010
 £ 000’s £ 000’s
other leases
within one year 3191 4445
after one year and within ﬁve years 11475 8480
 14666 12925
the group had no capital commitments as at 31 december 2011 2010 £nil 58 netplaytv annual report  financial statements 2011 financial statements
notes to the financial statements
continued
30 related party transactions
key management personnel are deﬁned for the purpose of disclosure under ias 24 related party disclosures as the members 
of the board details of their remuneration can be found in note 7
the following related party transactions took place during the period
during the year the group was invoiced £35443 2010 £16043 by netidme limited for age veriﬁcation and id checks 
a c lapping a nonexecutive director has a shareholding in netidme limited at 31 december 2011 the group owed 
£nil 2010 £nil to netidme limited
the hamilton portfolio of which a c lapping is director and is a shareholder of the group invoiced £873 2010 £1671 during 
the year for expenses incurred in relation to a c lapping’s directorship at 31 december 2011 the group owed £nil 2010 
£771 to the hamilton portfolio
the beneﬁciary of direct force trading limited also has a signiﬁcant beneﬁcial interest in playtech limited the group use 
the services of playtech its subsidiaries and related partied to provide software technology platform hosting and age
veriﬁcation services during the year a charge a charge of £2009297 2010 £1178468 was expensed in respect of these 
services at 31 december 2011 the group owed £153376 2010 £262294 to playtech limited on 22 november 2010 direct 
force trading limited purchased 24760292 new ordinary shares
safecharge limited is a related party of playtech limited and a company of which t s mickley is a director during the year 
the group expensed £351280 2010 £158863 of fees in relation to payment processing services provided by safecharge 
limited at 31 december 2011 safecharge limited held customer funds of £948132 2010 £761923 payable to the group
t s mickley is a director of multimedia software solutions uk ltd during the year the group invoiced £23830 2010 £nil 
to multimedia software solutions uk ltd in respect of rent services provided at 31 december 2011 £10428 2010 £nil is 
owed to the group by multimedia software solutions uk ltd
c a n butler is a director of gana media limited during the year the group was not invoiced in 2010 £6062 was invoiced 
in respect of consultancy work performed prior to c a n butler’s appointment to the board at 31 december 2011 the group 
owed £nil 2010 £nil to gana media limited
the company conducted many transactions with its subsidiaries during the year which included the recharge of expenses 
cash transfers and transactions arising where companies are consolidated for tax computations the table below summarises 
the movements in these balances
receivables
31 december 
2011
31 december 
2010
period 
change
 £ 000’s £ 000’s £ 000’s
mobileworkﬂow limited –  141 141
netplay tv services limited 3442  3427 15 
netplay tv uk limited –  99 99
netplay tv broadcasting limited 3803  6575 2772
netplay tv marketing bvi limited 215  197 18 
netplay tv spain sl –  1750 1750
netplay tv marketing services limited 250  559 309
netplay tv group limited 5691  4989 702 
netplay malta limited 302  87 215 
mchex limited –  362 362
provisions made 7794 7336 458
  5909  10850 4941 59
30 related party transactions continued
payables 
31 december 
2011
31 december 
2010
period 
change
 £ 000’s £ 000’s £ 000’s
netplay ip limited 543 549 6
 543 549 6
31 subsequent events
the group disposed of its uk bingo operation in 2012 for a consideration of £375000 an opportunity presented itself in 
february 2012 for the directors of netplay tv group limited to dispose of this nonperforming operation and the transaction 
was completed on 29 february 2012 the disposal of this operation will result in a pretax gain on disposal of £224000 in the 
2012 ﬁnancial statements
at a general meeting duly convened on 3 april 2012 a special resolution was proposed and passed so that subject to the 
conﬁrmation of the high court of justice in england and wales the share premium account of the company be reduced by 
£22838010 and all of the issued deferred shares of 4 pence each be cancelled the expected date of the court hearing for 
the application to conﬁrm the capital reduction is the 2 may 2012  60 netplaytv annual report  financial statements 2011 notice of annual general meeting
notice of annual general meeting
netplay tv plc
incorporated and registered in england and wales under number 03954744
to the shareholders of netplay tv plc the “company”
registered ofﬁce
thames house 
portsmouth road 
esher 
surrey 
kt10 9ad
3 may 2012
dear shareholder
i am pleased to be writing to you with details of our annual general meeting “agm” which we are holding at battersea 
studios 80 silverthorne road london sw8 3he at 1100 am on thursday 7 june 2012 the formal notice of the agm is set 
out on pages 62 to 64 of this document and further details about the resolutions contained in the notice are provided below
if you would like to vote on the resolutions but cannot come to the agm please ﬁll in the proxy form sent to you with the 
notice and return it to our registrars as soon as possible they must receive it by 1100 am on 5 june 2012
receipt of accounts 
the directors are required by the companies act 2006 to present to the agm the reports of the directors and auditors and 
the audited accounts of the company for each ﬁnancial year resolution 1 deals with this requirement 
reelection of board members
the articles of association require that onethird of the directors or if the number is not divisible by three the number nearest 
to but not exceeding onethird should retire at each agm the director retiring by rotation this year is andrew christopher 
lapping and his reelection to the board is proposed in resolution 2 
reappointment of auditors
the auditors are required to be appointed at each agm at which accounts are presented the audit committee has evaluated 
the effectiveness and independence of the auditors and on the recommendation of the audit committee the board 
proposes as resolution 3 the reappointment of bdo llp as the company’s auditors
authority to allot shares and disapplication of preemption rights 
in resolution 4 shareholders are being asked to approve the allotment of shares up to a maximum aggregate nominal amount 
of £94277660 representing approximately onethird of the issued ordinary share capital of the company the authority to 
be given by this resolution shall be in substitution for all existing authorities but shall be without prejudice to any allotment 
of shares or grant of rights to subscribe for or convert securities into shares already made or offered or agreed to be made 
pursuant to such authorities
under the provisions of section 5611 of the companies act 2006 if the directors wish to allot any unissued shares other than 
pursuant to options granted under an employee share scheme they must offer them to existing shareholders in proportion 
to their existing shareholdings this is known as the right of preemption in resolution 5 shareholders are being asked to 
approve the non preemptive allotment of shares up to a nominal value of £ 28283298 representing 10 of the ordinary 
share capital although there are at present no plans to issue any additional shares the board considers that in the current 
economic climate it is possible that opportunities to invest in or acquire other businesses or assets may arise it may well be 
necessary to move quickly to take advantage of such opportunities and the board have therefore concluded that it would be 
prudent to have an authority to issue more shares on a non preemptive basis  61
notice of annual general meeting
purchase of own shares
the directors consider that in certain circumstance it may be advantageous for the company to purchase its own shares and 
resolution 6 is to authorise the company to make market purchases of up to 10 approximately of its own ordinary shares in 
issue the authority will expire at the conclusion of the 2013 agm
the directors consider it desirable for this general authority to be available to provide additional ﬂexibility in the management 
of the company’s capital resources the directors will only rely on the authority if in light of the market conditions prevailing 
at the time they believe that any such purchase will enhance earnings per share in the medium to long term and will be in 
the best interests of shareholders as a whole any shares purchased under this authority will ordinarily be cancelled and 
the number of shares issued reduced accordingly though the company now has the option to hold them as treasury shares 
following changes in company law in the uk the purchase price will be paid out of distributable proﬁts the directors intend 
to seek renewal of this power at subsequent annual general meetings
the directors consider that all the resolutions to be put to the meeting are in the best interests of the company and its 
shareholders as a whole your board will be voting in favour of the resolutions in respect of their shareholdings of 34730647 
ordinary shares representing approximately 123 of the current issued ordinary share capital and unanimously recommends 
that you do so as well
yours sincerely
clive jones
chairman 62 netplaytv annual report  financial statements 2011 notice of annual general meeting
notice of annual general meeting
netplay tv plc
company number 03954744 
“the company” 
notice is hereby given that the annual general meeting of the company will be held at battersea studios 80 silverthorne 
road london sw8 3he at 1100 am on thursday 7 june 2012 to consider and if thought ﬁt pass the following resolutions 
resolutions 1 to 4 being proposed as ordinary resolutions and resolutions 5 and 6 as special resolutions
ordinary business
1 to receive the accounts for the ﬁnancial year ended 31 december 2011 together with the directors’ report and the 
auditor’s report
2 to reelect andrew christopher lapping as a director of the company who retires by rotation in accordance with the 
articles of association of the company and being eligible offers himself for reelection
3 to reappoint bdo llp as auditors of the company in accordance with section 489 of the companies act 2006 ‘the act’ 
until the conclusion of the next annual general meeting of the company and to authorise the directors to determine their 
remuneration
special business
4 that in substitution for all existing authorities the directors be generally and unconditionally authorised in accordance 
with section 551 of the act to exercise all the powers of the company to allot shares in the company or to grant rights to 
subscribe for or to convert any security into shares in the company up to an aggregate nominal amount of £ 94277660 
during the period from the date of the passing of this resolution and expiring on the date of the next annual general 
meeting or ﬁfteen months from the date on which the resolution was passed whichever is earlier but so that this authority 
shall allow the company to make offers or agreements before the expiry of this authority which would or might require 
shares to be allotted or rights to subscribe for or to convert security into shares to be granted after such expiry
 5 that
a subject to the passing of resolution 4 above the directors be authorised pursuant to section 570 of the act to allot 
equity securities as deﬁned in section 560 of the act as if section 5611 of the act did not apply to any such allotment 
provided that this power shall be limited to the allotment or allotments of equity securities made in respect of any of 
the following circumstances
i in connection with an offer of equity securities by way of rights to the holders of ordinary shares andor any other 
persons entitled to participate therein in proportion as nearly as may be to their respective holdings of ordinary 
shares on a record date ﬁxed by the directors but subject to such exclusions or other arrangements as the directors 
may consider necessary or expedient to deal with any legal or practical problems under the laws of any territory 
or the requirements of any regulatory body or any stock exchange in any territory or in connection with fractional 
entitlements or otherwise howsoever or
ii other than pursuant to paragraph i above having in the case of equity securities as deﬁned in section 560 of the 
act a nominal amount or in the case of any other equity securities giving the right to subscribe for or convert into 
relevant shares having a nominal amount not exceeding in aggregate   £28283298 the “relevant amount”
b the directors be and are hereby empowered pursuant to section 573 of the act to effect a sale of relevant shares held 
by the company as treasury shares within the meaning of section 724 of the act for cash as if section 5611 of the act 
did not apply to such sale provided that this power shall be limited to the sale of relevant shares held by the company 
as treasury shares having a nominal amount which when aggregated with the nominal amount of any relevant shares 
allotted or the subject of rights of subscription or conversion pursuant to paragraph 5aii above does not exceed the 
relevant amount
each of the powers conferred by paragraphs 5a and b above shall expire on whichever is earlier of the date of the 
company’s next annual general meeting and at the conclusion thereof or 15 months from the date on which this 
resolution is passed save that the company may before the expiry of such powers make offers or agreements which  63
notice of annual general meeting
would or might require equity securities to be allotted andor relevant shares held as treasury shares to be sold after such 
expiry and the directors may allot equity securities andor sell relevant shares held as treasury shares in pursuance of such 
offers or agreements as if the powers conferred hereby had not expired and all powers previously conferred upon the 
directors pursuant to section 570 and section 573 of the act shall be revoked but without prejudice to any exercise of such 
other powers prior to the date on which this resolution is passed
6 that in accordance with article 14 of the company’s articles of association and the act the company be generally and 
unconditionally authorised for the purposes of section 701 of the act to make market purchases within the meaning of 
section 6934 of the act on the london stock exchange of ordinary shares of £001 each in the capital of the company 
provided that
61 the maximum aggregate number of ordinary shares hereby authorised to be purchased is 28283298 representing 
approximately 10 of the issued ordinary share capital
62 the minimum price which may be paid for such shares is £001 per ordinary share exclusive of expenses
63 the maximum price exclusive of expenses which may be paid for such ordinary shares shall not be more than 5 above 
the average of the market values for a ordinary share as derived from the london stock exchange’s daily ofﬁcial list 
for the ﬁve business days immediately preceding the date on which the ordinary shares are purchased
64 unless previously renewed varied or revoked the authority hereby conferred shall expire at the conclusion of the 
company’s next annual general meeting or 15 months from the date of this resolution whichever is earlier and
65 the company may make a contract or contracts to purchase ordinary shares under the authority conferred by this 
resolution prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such 
authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts
by order of the board
martha bruce 
company secretary
date 3 may 2012
registered ofﬁce thames house portsmouth road esher surrey kt10 9ad
notes
1 a member entitled to attend and vote at the meeting is entitled to appoint more than one proxy to exercise all or any of his rights to attend 
speak and vote in his place on a show of hands or on a poll provided that each proxy is appointed to a different share or shares such proxy 
need not be a member of the company
2 to be valid the completed and signed form of proxy must be returned to neville registrars ltd neville house 18 laurel lane halesowen 
west midlands b63 3da not less than 48 hours excluding weekends christmas day good friday or recognised public and bank holidays 
before the time fixed for the meeting lodging a form of proxy does not preclude a member from attending and voting at the meeting 64 netplaytv annual report  financial statements 2011 notice of annual general meeting
notice of annual general meeting
continued
explanatory notes on the resolutions
resolution 1
the directors must present to members the accounts and the reports of the directors and auditors in respect of each financial year
resolution 2 
the company’s articles of association require that one third of the directors or if the number of directors is not a multiple of three the number 
nearest to but not exceeding one third shall retire at each annual general meeting and offer themselves for reelection by members
resolution 3
the auditors of the company must be reappointed at each general meeting at which accounts are presented the directors propose to re
appoint bdo llp as auditors and be given authority to fix their remuneration
resolution 4
the company’s power to issue additional shares is exercised by the directors the directors must be authorised by ordinary resolution of the 
shareholders to exercise that power 
resolution 5
under the company’s articles of association any new shares to be issued must first be offered to existing shareholders in proportion to the 
number of shares already held by them the shareholders may by special resolution waive this right and permit the directors to issue additional 
shares without first offering them to existing shareholders authority is being sought to allow the directors to issue up to an additional 
28283298 ordinary shares for cash to raise additional working capital this authority will lapse on whichever is earlier of the date of the 
company’s next annual general meeting and at the conclusion thereof and 31 august 2013
resolution 6
this resolution seeks authority for the company to make market purchases of its own ordinary shares and is proposed as a special resolution if 
passed the resolution gives authority for the company to purchase up to 28283298 of its ordinary shares representing 10 of the company’s 
issued ordinary capital the resolution specifies the minimum and maximum prices which may be paid for any ordinary shares purchased under 
this authority the authority will expire on the earlier of 31 august 2013 and the company’s 2013 agm  directors c jones cbe nonexecutive chairman
c a n butler chief executive ofﬁcer
g p stevens nonexecutive director
a c lapping nonexecutive director
t s mickley nonexecutive director
company secretary m b w bruce
registered ofﬁce thames house
portsmouth road
esher
surrey
kt10 9ad
auditors bdo llp
55 baker street
london
w1u 7eu
registrars neville registrars ltd
neville house
18 laurel lane
halesowen
west midlands
b63 3da
bankers barclays bank plc
wytham court
11 west way
botley
oxford
ox2 0yp
nominated advisors singer capital markets ltd
1 hanover street
london
w1s 1yz
ofﬁcers and professional 
advisors registered office
thames house 
portsmouth road 
esher 
surrey 
kt10 9ad 
wwwnetplaytvplccom
pp


Summary:
 03
chairman’s statement
2011 was an excellent year for netplaytv following the 
restructuring at the end of 2010 the year started very well 
gathered momentum and ultimately exceeded expectations
with the correct internal structure in 
place and costs ﬁrmly under control at 
the start of the year we were able to 
concentrate on developing the core 
revenue drivers behind the business 
this involved investing heavily in 
marketing with a particular emphasis on 
tv advertising this advertising proved 
increasingly successful as the year 
progressed resulting in four impressive 
quarters of kpi growth and three proﬁt 
upgrades during the year i believe we 
have a great team of people working 
at netplaytv and their enthusiasm and 
hard work combined with our usp of 
live tv casino has helped us deliver 
such a strong set of results i want to 
thank all of our staff for their hard work 
this year
in october after working closely with 
channel 5 for two years we signed a 
new ﬁve year partnership agreement 
to continue broadcasting seven nights 
a week thereby securing one of the 
key channels for customer acquisition 
for supercasinocom until 2016 this 
was a milestone for the group as it 
illustrates not only the strength of the 
supercasino brand but also that the 
commercial relationship between the 
companies is creating value for both 
parties and that the brand supercasino 
is going from strength to strength 
the new agreement incorporates the 
existing post midnight teleshopping 
airtime which in turn is complimented 
by a signiﬁcant amount of pre midnight 
advertising spots
in december the group launched 
its ipad application to add to the 
already successful iphone application 
and the uptake so far has been very 
encouraging we see mobile and tablet 
as one of the key growth drivers for 
the group in 2012 and we are uniquely 
positioned through our tv presence 
to exploit the potential of this rapidly 
growing market
i am extremely happy with the 
company’s performance in 2011 and 
i am pleased to report that 2012 
has commenced strongly with q1 
kpis ahead of both q1 2011 and 
q4 2011 furthermore the group is 
making progress with its share capital 
reorganisation which if approved will 
create positive distributable reserves 
which will in turn facilitate the potential 
introduction of a future dividend policy 
we are in a good position to drive 
shareholder value from our existing uk 
business whilst continuing to consider 
newly regulated market opportunities
clive jones
nonexecutive chairman 
23 april 2012