Mirriad Advertising PLC Annual Report and Accounts 2021

ADOPTION
GROWING
Mirriad Advertising plc Annual report and accounts 2021

THE WORLD’S
LEADING
IN‑CONTENT
ADVERTISING
PLATFORM
Strategic report Corporate governance 68 Company statement of changes in equity
02 At a glance 40 Introduction to corporate governance 69 C
onsolidated and Company statement
04 Investment case 41 Board of Directors of cash flows
06 Our events over the year 44 Corporate governance statement 70 N

otes to the consolidated
financial statements
08 Chairman’s statement 48 Audit Committee report
96 Notice of Annual General Meeting
10 Chief Executive Officer’s statement 51 Remuneration Committee report
102 Company information
14 Markets 56 Directors’ report
16 Business model 58 Statement of Directors’ responsibilities
18 Section 172 and stakeholder engagement The Strategic Report contained on
20 Strategy and key performance indicators Financial statements pages 2 to 39 was approved by the board
22 Outstanding impact 59 Independent auditors’ report on 10 May 2022.
24 Financial review 65 Consolidated statement of profit or loss
65 Consolidated statement John Pearson
27 Managing our risks
of comprehensive income Non-executive Chairman
29 Principal risks
66 C
onsolidated and Company
32 Sustainability/ESG
balance sheets
37 Diversity and inclusion
67 C
onsolidated statement of changes
in equity
Revenue £m Net assets £m Loss per share p
£2.01m £24.9m -4p

2021 2.01 2021 24.9 2021 -4
2020 2.18 2020 35.3 2020 -4
2019 1.14 2019 19.2 2019 -8
2018 0.42 2018 15.6 2018 -14
2017 0.87 2017 27.9 2017 -19
“Mirriad can now capitalise on significant Operational highlights

additional opportunities in the North American • Significant increase in overall supply partners
market, while continuing to effectively and extension into influencer content with key
manage strong existing relationships in deal with Influential. Mirriad now has access
Europe and the move away from a minimum to content from 46 content partners globally
revenue guarantee model with Tencent in • US revenues increased 182% to £884k following
China. The clear gains in impact and reach our investment into sales resource in the US
we can deliver, all whilst consistently being • Number of advertisers placing campaigns more
found to be viewers’ preferred format, are than doubled to 45 during the year
hugely significant in the context of increasing • Partnership agreement signed in May with
challenges for traditional ad formats.” major US based food and beverages brand
– Stephan Beringer, Chief Executive Officer to incentivise spend with Mirriad
• Renewal of Tencent partnership effective
April 2021
• Research studies confirmed that in video
advertising reaches more people than
conventional spot advertising with an
average increase in reach of +23%
mirriad.com
mirriadplc.com
Annual report and accounts 2021 01
STRATEGIC REPORT
At a glance
OUR VISION
IS TO LEAD A
NEW ERA IN
ADVERTISING
with the high-performing, in‑content
ad format across the most powerful and
valuable content platforms and properties.
Mission
The world’s largest content players are faced with unprecedented
pressure on their business models, and the marketing ecosystem
48 ↑
Protected by 35 granted and 13 pending
is in search of new answers. Mirriad’s mission is to provide the patents in the USA, Europe and Asia
most advanced advertising solution to the content industry that is
easy to integrate, deploy and scale, and that will instantly enable
5,232 ↑
new revenues and levels of reach and impact.
Hours of content analysed in 2021

compared to 1,318 in 2020
15,394 ↑
Seconds of advertising insertions
delivered in 2021 compared to
5,254 in 2020
02 Mirriad Advertising plc

TV/VIDEO ADVERTISING IS
POISED FOR DISRUPTION
Mirriad’s approach is perfectly positioned to respond to the accelerating demands of a changing marketplace.
MEDIA INVESTMENTS ARE GOING UP
1
Consumers shift to more ad free/
2
Present day cookie-based
3
Ad clutter and over‑exposure
light video environments targeting unsustainable drive ad‑fatigue and avoidance
AUDIENCE REACH AND IMPACT ARE GOING DOWN
ENABLING AN ENTIRELY
NEW MARKETPLACE
Mirriad sits at the centre of a brand new marketplace, seamlessly linking content producers, networks,
publishers and platforms, to advertisers and agencies across a growing range of brand experiences.
DEMAND
(Advertisers, agencies)
TV
BUY-SIDE PLATFORMS VOD
MUSIC VIDEOS
BRAND EXPERIENCES
SPORTS
INFLUENCER
PLANNING BUYING
LIVE
UGC
BRAND
SELL-SIDE PLATFORMS AR/VR*
GAMING*
SUPPLY * Future development
(Producers, networks, publishers, platforms)

STRATEGIC REPORT
Investment case
LEADING THE
NEW CATEGORY
2000s
TV Search Social Commerce

Print
Poster
DM
Classified
Significant market opportunity Protected technology and

and a scalable solution developing platform
We are focused on the world’s largest advertising markets, We have 35 granted patents, an increase of seven on
with a combined estimated $149 billion Total Addressable the previous year, with a further 13 in process.
Market (“TAM”)*.
We are working to integrate our technology into the demand
We are content agnostic and work across all forms of video and supply side of the advertising market ecosystem.
content from high-end entertainment, through music to
We have proof of concepts for Dynamic Ad Insertion (“DAI”)/
influencer content.
Server-Side Ad Integration (“SSAI”) which allows different
Conventional broadcast advertising focuses on 6% of the advertising to be seen by different audiences.
available airtime while we focus on the remaining 94%
We have run campaigns in China for Tencent based on buying
comprising the content people actually want to see**.
audience not specific programme content (“CPM campaigns”).
$149bn
TAM*
35
granted patents with a further 13 in process
* Source: Zenith advertising forecasts Dec 2021. Figures for TV and

online video advertising for 2022 for the US, Japan, UK, France,
Germany and Canada and online video only for China
** Source: Thinkbox UK - August 2021

2020s
Dynamic in‑content
TV Sports, Gaming VR & AR
Film Live Action
Streaming
Music
Acceleration with brands A favourable and adaptable

and supply partners business model
We have established relationships with a wide range of We work on a revenue share basis so as our partners’
high-quality supply partners in our core markets covering revenues increase, so do ours.
entertainment, music and influencer content.
Our revenue share is in the range 20-30% of gross
We are working with a growing range of the world’s leading campaign value.
brands covering key sectors such as food & beverage, FMCG,
automotive, financial services and online/e-commerce.
110
Supply and demand partners worldwide
20-30%
average revenue share of gross campaign value

STRATEGIC REPORT
Our events over the year
POSITIVE
PROGRESS
PATHWAY
Miles Lewis
appointed Chief
Revenue Officer
Warner Bros TV Agreement signed

international Up Entertainment with global food and
contract signed contract signed beverage brand
JAN MAR MAY
FEB APR JUN

Philip Mattimoe Largest US campaign Tencent
appointed Chief to date signed second contract signed
Technology Officer
Hallmark
(Crown Media)
contract signed

Second
Tencent CPM
campaign runs
Channel 4 Bell Media

Rakuten Europe first campaign for Canada
contract signed Rightmove delivered contract signed
AUG OCT DEC
JUL SEP NOV

US media agency Influential France Televisions
agreement signed to partnership launch “Mirriad Reach”
advance development agreement signed proposition into
and adoption of Mirriad French market
ad format announced First
Tencent CPM Canal Studios
campaign run agreement signed
for French cinema
Looping Group
partnership
agreement signed

STRATEGIC REPORT
Chairman’s statement
ENTERING
THE CRITICAL ADOPTION PHASE
We were delighted to welcome Philip Mattimoe as Chief

Technology Officer in February 2021 and over the course
of the year we have significantly ramped-up expertise in our
technology and product function. Patented, sector-leading
technology underpins everything the Company does and
significant strides have been made in terms of assimilation into
the wider advertising ecosystem. Increasing inventory supply;
rising demand for Mirriad integrations; and progress towards
programmatic delivery, making in-content inventory available
at scale in industry-leading digital media buying platforms,
will further drive adoption.
In line with our ambitions to position Mirriad for future scale, we
were also pleased to announce the appointment of Chief Revenue
Officer Miles Lewis in May 2021. Alongside a growing sales team
in the US, his appointment reflects the Company’s approach to
strategic investment that has added important capacity in a key
2021 was an important year for Mirriad as we enter the critical area for the business. We expect to continue to add strategic sales
adoption phase of our unique product and the wider industry resource throughout 2022. We are also expecting to announce
understanding of the scale and potential of the in-content imminently new Board members who will enhance our existing
advertising market. team and help drive the next phase of our business growth.
It is impossible to review 2021 in full without mentioning the As the Company continues its growth journey, the Board
lasting impact of Covid-19 on global advertising markets. While will be measuring the delivery of our strategic progress
industry reports suggest that budgets started to return towards by establishing and reporting against several broader
the end of the year, it has been a prolonged and challenging non‑financial key performance indicators (“KPIs”) including
period for everyone in the advertising and content industries. measures covering active supply and demand partnerships
and the volume of available inventory.
Thanks to the ongoing efforts of management and the whole
Mirriad team, the Company navigated the pandemic and these Mirriad is also committed to a clear and considered approach
difficult conditions which impacted our industry, combining to Environmental, Social and Governance (“ESG”) matters,
flexibility and determination to make the most of new ways of always ensuring a balance between corporate and ESG
working. This effort manifested itself in ongoing operational strategies. To this end, Non-executive director, Kelsey Lynn
stability and the important ability to swiftly capitalise on Skinner has been appointed as the Board’s ESG lead.
returning advertising budgets.
The Company is actively developing its policies in this area,
The improved picture Mirriad reported in H2 2021 was but since last year its estimated carbon emissions, including
primarily driven by growing deal size and deal volume in the travel based on pre-Covid-19 patterns, have been offset by
US, vindicating our strategic focus on this important market. purchasing carbon credits. Fuller details of this and other
I am confident the Company has the capacity to ensure this initiatives are set out on page 32 of this strategic report.
momentum will continue while nurturing the strong partnerships
Despite the need to adapt working practices in line with
we have built and continue to expand around the globe.
various national pandemic restrictions, the Company has
The in-content space Mirriad is building in the world’s largest retained a high employee satisfaction score of 92%.
advertising geographies is designed with advertisers, brands
All senior leaders undertook a three-part course covering
and content in mind, but the approach also draws heavily on the
diversity and inclusion awareness. A specific diversity and
Company’s creative heritage to appeal to audiences. It offers a
inclusion presentation was given to all other staff and all staff
route to targeting consumers in a seamless and authentic way
were required to complete a mandatory diversity and equality
that simply does not exist elsewhere in the market.
training course. Mirriad is also proud to have introduced a

All text to be supplied
Our people and culture

Mirriad is proud of the depth and talent within its
team and the way colleagues have responded to
changing workplaces and approaches as a result
of the pandemic.
Key points of note include:
• Overall staff satisfaction was 92%, an increase
of 1% on 2020
• Strong talent added to Mirriad’s high-quality team,
including Chief Technology Officer, Philip Mattimoe,
in February 2021 and Chief Revenue Officer, Miles
Lewis, in May 2021, alongside a growing US sales
staff. The Company expects to invest in additional
strategic sales resource throughout 2022
• Senior leaders undertook a three-part course
covering diversity and inclusion awareness, and
all staff completed training on the same subject
• Mirriad will encourage further take up of giving back
initiatives amongst staff in 2022
– Read more on page 36
“Every successful campaign run or partner

signed builds awareness of the scale of the
in-content opportunity.”
Company-wide volunteering policy to help staff give back

to the communities in which we operate around the globe.
Wider progress against the UN Sustainable Development
Goals can be found on page 34. There is still much more to do
in this area and I am working closely with Kelsey to realise the
2022 ESG plans outlined on page 33. Progress will be reported
in due course.
Looking ahead, there is every reason to be confident that in-
content advertising offers a revolutionary solution to challenges
faced by brands, content creators and broadcasters. Mirriad’s
approach counters the growing threat of subscription fatigue
by delivering new revenue streams, while also offering a real
solution to the rise of ad blocking and entrenched consumer
aversion to interruptive advertising.
Every successful campaign run, or partner signed builds
awareness of the scale of the in-content opportunity, and
Mirriad is in a uniquely strong position to capitalise on growing
awareness of, and appetite for, this high value and high
potential market segment.
John Pearson
Non-executive Chairman
10 May 2022
STRATEGIC REPORT
Chief Executive Officer’s statement
CUTTING
THROUGH THE CLUTTER
The ultimate withdrawal of cookies (issue 2) has increased

the complexity of targeting because marketers can’t rely on
third‑party cookies to aggregate audiences and target them
at scale on the basis of their behaviour. The reduced ability
to target creates the need for a new approach to identify and
address the right people.
Clutter and over-exposure (issue 3) lead to low consumer
attention and make it difficult for advertising to cut through and
stay relevant.
The net impact of all of these issues is that as investments in
advertising increase, audience reach and campaign impact
are going down.
By contrast, Mirriad’s in-content advertising solution
drives improved brand consideration, purchase intent and
overall awareness. This conclusion was illustrated by the
Since my appointment in October 2018, I have underlined 12 advertising effectiveness research studies Mirriad carried
the need for Mirriad to evolve its approach to drive adoption out in 2021 (see page 22). The superior performance of the
and scale. To achieve this, we must continually develop the format ties back to the simple fact that our format is liked
capabilities of our own business and raise awareness of the by viewers who have a six-fold preference for in-content
issues which marketers and the advertising industry as a advertising over conventional spots in commercial breaks and
whole need to address to remain relevant and effective. mid/pre-rolls. The Mirriad format is seen as natural, innovative
and makes the brands involved more appealing to consumers.
In the current environment, marketers are facing three
major challenges: Our approach is radically different to conventional advertising.
Rather than adding more noise to the overcrowded space of
1 onsumers are shifting to more ad-free or ad-light
c
video environments;
ad breaks that, in a typical broadcast environment, represent
around 6% of people’s viewing time, we utilise the 94% of
2 urrent cookie-based targeting is unsustainable;

c
and
viewing time represented by the content itself. Untouched by
conventional advertising this viewing time represents untapped
reach, attention and relevance. This approach means that we
3 d clutter and over-exposure are driving ad-fatigue
a
or avoidance.
reach on average 23% more viewers than for the equivalent
TV spot breaks in the same content (based on Nielsen
Shifting consumer behaviour (issue 1) means that it is more research data).
difficult to reach people and if companies don’t reach their
The huge potential of this largely unrealised opportunity
target audiences their ability to grow is constrained.
is something we are constantly promoting to new partners
and this is why we are confident about the future potential
for Mirriad and our $149bn estimated Total Addressable
Market (“TAM”).

Unwavering strategic
focus on the US is
driving scalable new
revenue streams
New partnerships in the US with the likes of Crown Media
(Hallmark), Up Entertainment, the deal with UK-based Warner
Brothers Television International or entering the important
influencer sector via a partnership with US industry leader
Influential, we are finding additional routes to effectively
integrate our platform with content sources. 2021 saw the
first signs of success with rapidly rising H2 revenues and
deal numbers in the US.
Mirriad’s US momentum is driven by several important factors:
• Incrementally increased sales power
• A strong roster of new content partners
• Growing relationships with major advertisers and
their agencies
“Since 2020 we’ve been investing in the

development of Mirriad in the US. The
US is the largest media and advertising
market in the world. In 2021 we saw
the first signs of success with rapidly
rising H2 revenues and deal numbers
in the US.”

STRATEGIC REPORT
Chief Executive Officer’s statement continued
Strategic approach Business focus and performance

Our strategy is based on the twin pillars of driving adoption We are delivering against our strategic targets of adoption
and integrating with the linear and programmatic media buying and integration. In terms of adoption, we are now working with
ecosystem. As we build out against these two pillars and work a record number of active content partners, in a wide range
to automate more of our activity we will achieve scale. of sectors and geographies. On integration, we are initiating
our programmatic path in partnership with Springserve, a
Since 2020 we’ve been investing in the development of Mirriad
leading ad serving platform for the over-the-top and connected
in the US. The US is the largest media and advertising market
TV space, and working on test campaigns with dynamically
in the world and forecast to be significantly larger than the next
inserted in-content ads. We have also developed and
five biggest advertising markets. In 2021 we saw the first signs
adapted our systems to launch a new solution with Tencent,
of success with rapidly rising H2 revenues and deal numbers
allowing buyers to purchase in-content advertising in the
in the US. This was delivered by incrementally increased sales
same way as any other format (by audience and impressions)
power, a strong roster of new content partners and growing
and deliver campaigns across multiple content formats at
relationships with major advertisers and their agencies.
unprecedented scale.
This progress in North America is parallel tracked by progress
Beyond these core achievements, we have signed important
in the other markets where we have distinct strategies in
new supply partner agreements and ended the year with
place. There were positive developments in these markets
25 active supply partners (that is partners with whom we
too. Innovative new deals with CANAL+ Brand Solutions and
had run a campaign in 2021), a 25% increase on the number
Looping Group, the successful launch of a new data-driven
of contracted supply partners shown at the end of 2020.
format on Channel 4 in the UK, a first scale campaign in
Every contract signed in the past year has brought different
Germany for a retail giant during the Christmas season, and
opportunities to our business. Whether this is high-quality
the re-signing of the partnership with Tencent on new terms
inventory, additional verticals, a progressive buying model
all evidence this fact.
delivered at scale with Tencent or another step on the journey
The rapidly increasing available inventory across more content towards programmatic delivery, we will continue to seek the
categories is starting to make a difference by stimulating the highest quality partners to drive scale in our key markets.
demand side. This is creating a virtuous circle and we will
Last year I outlined the need to add more sales capacity in the
continue to invest in both the demand and supply sides of the
US and I am pleased to report that we have delivered on this.
market with a view to sustaining this positive momentum.
To sustain momentum and drive adoption in this strategically
There is no escaping the fact that the Covid-19 pandemic important market we will continue to add resource into our
cost us time. Throughout 2021, we highlighted that advertising US sales and business development teams to support the
budgets were taking longer than expected to recover from the increases in deal volume and deal size seen in the latter
Covid-19 pandemic. We also emphasised that the focus on half of 2021.
both the demand and supply sides of the market had been on
building back, versus the new and innovative, thus lengthening Technological progress
the buying cycle with respect to in-content. Recent industry Strategic partnerships also mean we have passed important
reports indicate that we are moving into a recovery phase. As new technological milestones. These include the Springserve
this happens, Mirriad is offering a positive solution to the long- integration in the US that will help accelerate Mirriad’s strategy
standing decline in reach of advertisers’ TV campaigns, with to make in-content inventory available at scale in industry-
this reality particularly pronounced amongst younger viewers. leading digital media buying platforms.
Every development in this space is designed to ensure Mirriad
fits seamlessly into the ad-buying process, and we are further
progressing in this space with CPM pricing advances. Our aim
is that Mirriad will become a seamless “line item” in existing
systems and a go-to format for decision makers in this space.
We have increased the number of accessible content hours
analysed by almost 300% (to 5,232 from 1,318 in 2020) in
the past year, underlining the additional content supply the
Company now has at its fingertips.
Our protected technology and platform is central to our
business. Driven by our expert team, we will continue to
innovate to future-proof the business and ensure we protect
our position as the leading in-content advertising company.

OUR PATH TO SCALE
2024
2023
ion
mat
u to
INTEGRATION
Da ta, A
Media-Buying AI,
2022
Ecosystem
(Linear and Digital)
2021
2020 ADOPTION
Top 6 Markets (US, CN, JP, UK, DE, FR)
Demand: Advertisers, Agencies
Supply: TV, VOD, Music Video, Influencer, UGC, Live, Gaming
“Mirriad’s platform more than meets Outlook

The market needs a new advertising solution. I believe
the needs of our partners. This has Mirriad’s platform more than meets the needs of our partners.
been demonstrated by our results and This has been demonstrated by our results and the growing
the growing adoption of our solution. adoption of our solution. We aim to continue to invest in
the Company and leverage our successes with blue chip
We aim to continue to invest in the advertisers, a roster of now over 100 partners, the experience
Company and leverage our successes of hundreds of campaigns and our market-leading reputation.
with blue chip advertisers, a roster of It is our intention that the integration of Mirriad’s product will
bring a new standard to the industry.
now over 100 partners, the experience
I would like to thank our employees, the Board, our partners
of hundreds of campaigns and our and the investors who continue to support us on this journey.
market-leading reputation.” Everyone at Mirriad is focused on delivering the agreed
strategy to ultimately generate long-term shareholder
value. We are building a business for the long term and
also leading what has the potential to be a transformative
new advertising segment.
Stephan Beringer
Chief Executive Officer
10 May 2022

STRATEGIC REPORT
Markets
A MARKETPLACE
IN TRANSITION
6% 70%
Interruptive advertising
• Interruptive advertising has
dramatically increased ad
globally find traditional
fatigue and denial
adverts ad formats annoying1
• Marketers need solutions to effectively
1 Source: Kantar
cut through the noise and authentically
connect with consumers
• The content industry needs solutions
to both maximise audience success
and monetisation
65%
globally will skip ads**
** Source: IPG/Magna
94%* content
Opportunity for in-content advertising

In-content advertising is the key solution against
advertising fatigue, skipping and blocking
Advertisers and content owners are realising
the power of Mirriad to increase brand awareness,
affinity and consumption by up to 30%
$751bn
global advertising market **
$149bn
Mirriad Total Addressable Market (“TAM”)/
Total Video and TV spend**
* Source: Thinkbox UK - August 2021

** Source: Zenith advertising forecasts, Dec 2021, estimated total advertising expenditure for 2022

NORTH AMERICA MARKET CONTEXT
Mirriad is increasing its delivery capabilities and securing new partners in North America to reflect the
scale of the opportunity in this leading advertising market
THE NORTH AMERICAN MARKET IS BIGGER

THAN THE NEXT FIVE ADDED TOGETHER
Total Advertising Spend/Year in $bn
Source: Zenith, Dec 2021
$234bn
CHINA, JAPAN, UK, GERMANY, FRANCE
$378bn
US AND CANADA
10 11 12 13 14 15 16 17 18 19 20 21 22 23 24
US CONTENT PROVIDERS ARE INVESTING

SIGNIFICANTLY MORE IN CONTENT
Overall content spend by company (2025E vs 2020)
Source: Activate Consulting
DISNEY NBC UNIVERSAL VIACOM CBS
$25bn +$6bn $19bn +$4bn $17bn +$6bn

NETFLIX AMAZON APPLE
$19bn +$6bn $19bn +$11bn $9bn +$6bn
US CONSUMERS ARE SUBSCRIBING

TO MULTIPLE STREAMING SERVICES
Number of paid video streaming subscriptions owned per subscriber
Source: Activate Consulting
3+ SERVICES
5.8
13%
21%
32%
50%
31% 57% AVERAGE PAID
65%
32%
VIDEO STREAMING
31% SUBSCRIPTIONS BY
28%
2025 (FORECAST)
21%
56% 17% 2 SERVICES
47%
37%
22% 22% 18% 1 SERVICE
16 17 18 19 20 21

STRATEGIC REPORT
Business model
HOW WE
CREATE VALUE
What we have What we do
Supply partnerships Insert advertising imagery, typically signage

A growing base of supply partners in our (billboards), product or video, into pre-existing
target markets covering a range of video video content.
types including entertainment content,
We do this by:
music and influencer videos.
1) Creating inventory
Demand partnerships Analysing video content for supply partners to
An active and growing number of media
identify opportunities to place advertising and
agencies and advertisers who are using
creating relevant supporting meta data.
our services.
2) Selling the inventory
Technology & know-how Sales are made to media agencies or brands
Protected patented technology covering
by either our own sales staff or supply partners’
different elements of our platform-based
sales teams.
operational and production workflow.
3) Embedding brand imagery
Expertise and know-how covering the
Once a campaign is sold our production team
end-to-end process allowing us to offer
either insert the required brand imagery into the
a fully managed service to supply and
original video content or deliver the required
demand partners.
modified scenes for that video to the supply
Dynamic & diverse team partner for distribution to viewers.
A highly skilled and developed team
How we generate revenue
of 130 staff based in 4 offices around
Generally we take a share of the revenue generated
the world: Shanghai, Mumbai, London
by the supply partner from selling advertising.
and New York.
That revenue share ranges between 20-30%.
Read more on page 37
Alternatively we can work on a fixed fee basis where
we charge a fee which varies depending on the
volume of work we do to fulfil a campaign.

What makes What we deliver
us different
Our expertise
A depth of expertise in
analysing video to create
Supply partners
New inventory and revenue
streams from existing inventory
46
Supply partners whose content
opportunities for advertising. tapping into the majority of viewing
we can take to market
time in the programme not the
Our platform
64
conventional advertising.
Patent protection covering
key elements of our workflow. Demand partners
A more effective and impactful way Agencies and brands used
Our operational model for brands and media agencies
A fully managed service for our services in 2021
to reach audiences improving key
+23%
advertisers, agencies and
brand metrics and driving sales.
supply partners.
Viewers
Scalable solution A better, non-interrupted viewing Higher reach for in-content advertising
Scalable cloud-
experience for audiences using versus TV spots in 2021
based systems. (Source: Nielsen, BARB, CIM, GFK. 7 campaigns)
a format which is preferred to
65%
Our opportunity traditional advertising.
A growing range of content
Our team
opportunities for advertisers
A stimulating environment where
and agencies targeting the Of viewers preferred the Mirriad format
our team are proud to work at
94% of airtime that is typically to traditional advertising in 2021
Mirriad and feel highly motivated (Source: Kantar, Dynata – across 12, 2021 Studies)
content rather than the 6%
to succeed.
97%
that is typically advertising.
Shareholders
A business with a substantial
addressable market, blue chip Of staff proud to work at Mirriad
clients and a scalable business (Source: Mirriad annual staff survey, Dec 2021)
$149bn
model with significant future
potential.
addressable market
(Source: Zenith advertising forecasts, Dec 2021)

STRATEGIC REPORT
Section 172 and stakeholder engagement
STAKEHOLDER
ENGAGEMENT
This section outlines how the Directors have fulfilled
their duties under s172 of the Companies Act 2006.
s172 requires that Directors act in a way that is most
likely to promote the success of the Company for the
benefit of its members as a whole.
The Directors have had training in their duties
generally from the Company’s solicitors, Osborne
Clarke LLP, and from its NOMAD. The Directors
also bring experience from board appointments at
other organisations.
The Directors’ engagement and interaction with
shareholders and wider stakeholders is specifically
covered on pages 18 to 19 of this Strategic Report.
SHAREHOLDERS
The specific requirements of s172 are that Directors
have regard to:
Why we engage
• The likely long-term consequences of their decisions • To provide updates and insights into business performance
• The interests of the Company’s employees • To answer questions raised by shareholders
• The need to maintain business relationships • To better understand shareholders’ needs and requirements
with suppliers, customers and others
• The impact of the Company’s operations on How we engage
the community and environment • Investor roadshows
• The desirability of maintaining a reputation • Investor webinars and presentations
for good business ethics
• Regulatory and other news updates
• The need to act fairly between members
• The Company AGM (note that this was a closed session
of the Company
in 2021 due to Covid restrictions and investors were invited
The Directors consider the key relationships for the to submit questions via the Company’s website)
Company to lie with shareholders, employees and
• Specific one on one meetings with larger investors
customers. The Directors consider that the Company
has a fairly low impact on the environment and • Regular dialogue with the Company’s broker/NOMAD
is starting to engage with communities in its key
operating markets. More detail on these particular Outcomes of engagement
areas is set out on page pages 32 to 39 of this • A clear explanation of the Company’s strategy
Strategic Report. and objectives
• High level of institutional shareholder support
• Understood concern around future revenue guidance

EMPLOYEES CUSTOMERS
Why we engage Why we engage
• To create a Company culture based on shared values • The Company has customers on the supply and demand
side of the value chain and both have different needs
• To motivate and fairly reward the team
and concerns
• To take soundings and check team moral and wellbeing
• To gain insight to issues impacting customers and
• To gain insights and ideas for business improvement understand how the Company can address them
• To set out and explain the Company’s vision and mission • To help develop the Company’s Technology Roadmap
and ensure it is responsive to customer needs
How we engage • To grow and develop the overall business
• Regular Companywide Town Hall meetings (at least once per
month and generally more frequent)
How we engage
• Periodic issue-specific pulse surveys • Direct conversations with customers on a regular basis
• Annual staff survey • Customer presentations
• The formal performance management and appraisal system • The commercial negotiation process with both supply
which includes appraisals, personal development plans and and demand side customers
360 feedback
• Provision of designated and confidential mental health Outcomes of engagement
first aiders • Collaborative commercially beneficial relationships
• Increasing number of active supply and demand partners
Outcomes of engagement
• Improved understanding of what the business needs
• High levels of participation in pulse surveys
to achieve to scale
• Highly motivated, engaged and committed team with 97%
of employees proud to work at Mirriad
• Better understanding of our strengths and weaknesses as
an employer
• A resilient organisation able to deal with dislocation
of Covid-19

STRATEGIC REPORT
Strategy and key performance indicators
THE PATH
TO SCALE
We continue to pursue the strategy set out in 2020
ADOPTION INTEGRATION AUTOMATION

Increase market adoption and Integrate with media planning and Continue to invest in technology
enhance our position with advertisers buying systems. to ensure that as much activity
and agencies, particularly in the US. as practical is automated; our
What we achieved
end-to-end process is based on
What we achieved • Signed partnership with
a combination of technology and
• Highest ever number of active Springserve to initiate integration
our staff.
supply partners: 25 during 2021 into the US programmatic media
(2020: 16) buying ecosystem What we achieved
• Developed and adapted our
• Active brand count: 45 during 2021 Priorities for 2022
systems to deliver CPM and
(2020: 21) • Continue to expand relationships in
Dynamic Ad Insertion (“DAI”)/
this space with a particular focus
• Expanded into influencer content Server-side Ad Integration (“SSAI”)
on the US market by signing and
following deals with Influential and
launching US Adtech partnerships • Ran first CPM campaigns for
We Are Verified
Tencent in China
• Deploy Dynamic Ad Insertion
Priorities for 2022
(“DAI”) with a range of Priorities for 2022
• Continue to increase available
partners in the US • Continue development of
inventory with new supply partners
automated versioning technology
• Align on metrics/currency/formats
• Stronger integration with partner and look to add capability in
sales teams Link to risks adjacent areas
• Increase total brand count while 1 2 3 4 5 6 9 • Further develop DAI/SSAI
targeting repeat customers to capabilities
achieve more revenue and higher
Link to risks
campaign budgets
1 2 3 4 5 8 9
• Work to achieve media agency
deals in the US, China and Europe
Link to risks
1 2 3 4 5 6 7 8 9
Key risks identified 1 Failure to drive revenue 6 Reputational risk

– Read more on pages 27 to 31
2 Lack of content supply 7 Foreign exchange risk
3 Ability to attract and retain staff 8 Centralised production risk
4 Competitor risk 9 IP risk
5 Working capital risk

Our key performance indicators are aligned to our strategy and focus on adoption and integration. We intend to report these KPIs
on a regular basis to demonstrate business progress.
Our adoption KPIs are split between the supply and demand side and we have looked at a range of metrics for each:
SUPPLY SIDE
Active supply partnerships Supply partners represented Seconds of content available
25 46 472,754
2021 25 2021 46 2021 472,754
2020 16 2020 28 2020 282,672
Defined as the number of supply Defined as the number of supply partners Defined as the total number of seconds
partners who ran a campaign during who had given permission for Mirriad to of advertising inventory available for sale
the period market their content during the period during the period
DEMAND SIDE
Strategic and commercial

Number of advertisers who have partnership agreements with
Active agency relationships run campaigns advertisers and agencies
19 45 3
2021 19 2021 45 2021 3
2020 14 2020 21 2020 –
Defined as the number of media Defined as the number of individual Defined as the number of signed
agencies who had placed a campaign brands who had placed a campaign agreements with media agencies and
during the period during the period advertisers in operation during the period
In these KPIs an active partner is defined as one where we ran at least one campaign during the year. Supply partners
represented includes all those partners where we have permission to take their content to market.
We will also start reporting on the level of ecosystem integration by reporting the total number of successful integrations
within the programmatic and linear media planning, buying and delivery ecosystem.

STRATEGIC REPORT
Outstanding impact
INDUSTRY
LEADING
RESULTS
In 2021 we conducted a record 12 advertising effectiveness Mirriad advertising is seen by consumers as natural,
research studies as the number of client campaigns increased. innovative and makes the brands involved more appealing to
them and Mirriad is able to address the industry challenges
We now have strong evidence proving the performance of
of declining reach.
our in-content advertising with a total of 21 studies across
numerous categories and markets. Our results continue to Advertisers are faced with an accelerating decline in reach
be industry leading. through their TV campaigns and particularly amongst
younger audiences.
Our solution is able to match high visibility in a format
consumers like, driving double digit increases across all key Mirriad is the solution and we are continually providing
brand performance measures. evidence of the extra reach that content delivers compared
to TV spot breaks, a key benefit for advertisers.
Key to this success is that consumers really like the format.
+23%
It is this consumer acceptance of the format which drives
greater brand strength.
78%
of viewers say they like the format
average increase in reach delivered by Mirriad advertising
in‑content compared to conventional TV spots
Source: Nielsen, BARB, CIM, GFK. 7 campaigns
65%
of viewers prefer Mirriad integrations to TV spot advertising
with only 8% preferring TV spots
Key brand performance measures Consumer feedback

+13%
+15%
+70%
71% 80%
76% 74%
63% 72%
51% 53%
46%
30%
Advertising awareness Brand affinity Brand consideration Naturally fit Was not Was Made the
into the distracting innovative brand more
programme appealing
■ Unexposed ■ Mirriad
Source: Kantar, Dynata – across 12, 2021 Studies

UNIQUE AUDIENCE REACH
Content reaches higher audience providing exponential campaign performance.
Increase in reach from

content vs TV spots
44%
39% 41%
Household Age 18-49 Age 25-54
Source: Nielsen
+39%
higher reach from content than TV spots
1,537
1,103
■ Spot break
■ Content
Audience 000’s
Specific Location, Location, Location episodes
Source: Kantar
STRATEGIC REPORT
Financial review
SIGNIFICANT
PROGRESS IN
US MARKET
Introduction
Covid-19 continued to impact the world’s advertising markets
in 2021, particularly in the first half. Although we are reporting
a slight fall in year-on-year revenues this masks significant
improvements in the range and volume of work we undertook
and the significant progress we made in developing our US
market. Overall Mirriad saw an increase in underlying
campaign activity, particularly in the second half of 2021.
Zenith advertising forecast figures, published in December
2021, also suggest that growth returned to the advertising
market in 2021 following a contraction in 2020 as a result of
Covid-19. According to Zenith worldwide television advertising
grew by around 5.5% in 2021.
During the year we focused particularly on investment in our
US operations as the scale of the opportunity in the US market
is significantly greater than any other market. The US remains
Revenue the world’s largest advertising market with revenues estimated
£2.0m
at just over $285 billion making it over three times larger than
the next biggest market, China, based on the same Zenith
data. We also continued to invest in our technology and
-8% have begun to reorientate our technology team following the
appointment of a new CTO, Philip Mattimoe, in February 2021.
Cash consumption
Current year results
£10.4m Revenue for the year was slightly lower than the prior year
at £2.0 million (2020: £2.2 million) reflecting, particularly, the
continuing impact of Covid-19 in the first half of 2021 and
+28% the change in contractual terms following the renewal of
our Tencent Video contract.
Supply partners under contract During the year revenues from the US expanded fast and
25
have begun to replace the revenue historically guaranteed in
our Tencent contract. US revenue increased by 182% year on
year to £884k. We booked the majority of this revenue in the
+25% second half of the year. The key metrics of volume of content
inventory, up 45% year on year, the number of advertisers, up
59% year on year and number of active supply partners, up
42% year on year, all improved in the US. We also broadened
the range of supply partners during the year and we were
pleased to add influencer content to the available inventory
following deals signed with Influential and We Are Verified in
the second half of 2021.

European revenues also increased during the year and we The Group’s principal operating cost remains staff. We
were particularly pleased to run our first campaign on Channel previously reported that we intended to increase investment
4 for Rightmove in the UK and to re-establish our relationship in our staff base focused on our sales and technology teams.
with RTL in Germany with a major campaign for Aldi in the run Underlying headcount has increased from 106 at the end
up to Christmas. Overall European revenues increased by 69% of 2020 to 130 at the end of 2021. Over the course of 2021,
to £144k, again with the majority of this booked in the second administrative expenses increased to £14.0 million (2020:
half of the financial year. As in the US all key metrics improved £11.2 million). The commercial team in the US increased from
year on year with volume of content inventory up 37% year 7 staff to 12 staff and we expanded our technology team from a
on year, the number of advertisers up 29% year on year and headcount of 42 to 47. In line with our focus on market adoption
number of active supply partners up by 36% year on year. we increased spend on sales and account management
resource to £2.8 million in 2021 (2020: £1.6 million), including
In China we focused on renewal of our relationship with
the costs for an outsourced sales enablement service in the
Tencent. Historically this was an exclusive deal with Mirriad
US which was appointed from Q1 2021. We will continue to add
restricted from working with other parties in the market in
staff, particularly in the US, in 2022.
return for a substantial minimum guaranteed revenue. We
renegotiated this agreement to remove the exclusivity and Mirriad has continued to review and monitor the application
to introduce a new product offering advertisers the ability to of IAS 38 with respect to the capitalisation of development
place campaigns against a specific audience target rather than cost. We continue to take the view that due to the uncertainty
buying on a show by show basis. This has substantially opened of future revenue generation we will not capitalise any
up the flow of content from Tencent and we were pleased to development cost in 2021 even though technology remains
run a test campaign of this “CPM” model in the latter part of key to the Company’s business and internally generated
the year. Revenues in China have declined as we transition to software and IP remain a key focus for future development
this new business model with a modest guaranteed revenue of the business. Accordingly, the income statement includes
in place for the 12 months April 2021 to March 2022. £3.1 million (2020: £2.4 million) related to research and
development (“R&D”) activity.
As a result of a modest increase in the level of investment in staff
associated with our cost of sales on a broadly flat revenue base, The increase in operating costs and slight reduction in gross
gross margin reduced slightly to £1.7 million (2020: £1.9 million). margin fed through to EBITDA with the EBITDA loss increasing
As noted in previous years the vast majority of our cost of sales to £11.6 million (2020: £8.6 million).
relates to our staff based in Mumbai. The staff element of this
Likewise, the loss for the year before tax increased to
work is largely fixed at current volumes which means that margin
£12.0 million (2020: £9.1 million).
is impacted by the throughput of work and has the potential to
improve significantly as these volumes increase. During the year
cost of sales increased slightly to £294k (2020: £244k). Tax
During the year we reviewed our approach to claiming R&D
tax credits and reviewed previously submitted claims for
“US revenue increased by 182% year on 2019 and 2020 as we felt that the Company had not been
taking full advantage of the tax credits available and had
year to £884k. We booked the majority been overly conservative in its approach to classifying
of this revenue in the second half of qualifying expenditure. Accordingly, there is a significant tax
credit reported in the 2021 income statement which includes
the year. The key metrics of volume of
increases in the prior years’ tax credits. At the time of drafting
content inventory, up 45% year on year, the increased claim for 2019 has been approved by HM
the number of advertisers, up 59% year Revenue & Customs which gives us a degree of confidence
that the revised claim for 2020 and the initial claim for 2021
on year and number of active supply will also be approved. Taken together these three claims have
partners, up 42% year on year, all resulted in a total credit to the income statement of £1 million.
improved in the US.” The Group has not recognised any tax assets in respect
of trading losses arising in the current financial year or
accumulated losses in previous financial years. The tax credit
recognised in the current and previous financial years arises
from the receipt of R&D tax credits.
Earnings per share

Loss per share was unchanged at 4p per share (2020: loss of
4p per share) as a result of the increase in operating costs over
the year and the increase in the Company’s weighted average
number of shares in issue during the financial year following
the increase in share capital in December 2020.

STRATEGIC REPORT
Financial review continued
Dividend Going concern

No dividend has been proposed for the year ended The financial statements have been prepared on a going
31 December 2021 (2020: £nil). concern basis notwithstanding the Group having made a
loss for the year of £10.97 million (2020: £9.06 million). The
Cash flow going concern basis assumes that the Group and Company
Net cash used in operations was £10.4 million (2020: £8.1 million) will have sufficient funds available to continue to trade for the
as the increase in operating costs flowed through to cash. foreseeable future and not less than 12 months from the date
The Group incurred £159,250 (2020: £25,202) of capital of signing these financial statements. The Company’s cash
expenditure on tangible assets in the year. balance was £24.5 million at the year end and the Company
remains debt free with no external borrowing.
No shares were issued during the year other than as a result of
the exercise of share options. Net proceeds from the issue of After making enquiries and producing cash flow forecasts
shares totalled £44,371 (2020: £24.8 million). for the period up to 31 December 2024, the Directors have
reasonable expectations, as at the date of approving the
financial statements, that the Company and the Group will
Balance sheet
have adequate resources to fund the activities of the Company
Net assets decreased to £24.9 million (2020: £35.3 million)
and the Group for the next 12 months from the date of the
as a result of the losses for the year. Cash and cash equivalents
financial statements. The Group and Company’s base case
at 31 December 2021 were £24.5 million (2020: £35.4 million).
forecast suggest that the Group will require additional external
funding within the next 16 months from the date of approval of
Accounting policies these financial statements to be able to continue as a going
The Group’s consolidated financial information has been
concern. The report of the Audit Committee on page 47 sets
prepared in accordance with International Financial Reporting
out more information on the going concern review. Albeit that
Standards in conformity with the requirements of the
the financial statements are prepared on a going concern
Companies Act 2006. The Group’s significant accounting
basis, this gives rise to a material uncertainty that may cast
policies, which have been applied consistently throughout the
significant doubt over the company’s ability to continue as a
year, are set out on pages 70 to 76.
going concern, because this is dependent on raising additional
external funds from new equity, debt or customer contracts
within 16 months of the date of this report. This funding has not
yet been secured.
“Net cash used in operations
was £10.4 million as the increase in Principal risks and uncertainties
The principal risks and uncertainties facing the Group are
operating costs flowed through to cash. set out on pages 29 to 31.
Year end cash and cash equivalents
were £24.5 million.” Cautionary statement
The Strategic Report, comprising the Business and Financial
Reviews, has been prepared for the shareholders of the
Company, as a body, and no other persons. Its purpose is to
assist shareholders of the Company to assess the strategies
adopted by the Group and the potential for those strategies
to succeed, and for no other purpose. The Strategic Report,
containing the Business and Financial Reviews, contains
forward-looking statements that are subject to risk factors
associated with, amongst other things, the economic and
business circumstances occurring from time to time in
the sector and markets in which the Group operates. It is
believed that the expectations reflected in these statements
are reasonable but they may be affected by a wide range of
variables which could cause actual results to differ materially
from those currently anticipated. No assurances can be given
that the forward-looking statements in the Strategic Report,
comprising the Business and Financial Reviews, will be
realised. The forward-looking statements reflect the knowledge
and information available at the date of preparation.
David Dorans
Chief Financial Officer
10 May 2022
Managing our risks
EFFICIENTLY
MANAGING
RISKS
Risk management process The maximum risk rating is 27 (where each scale is graded as
The Company has a formal risk management a 3), the minimum risk is 1 (where each scale is graded as 1).
process which is completed quarterly across the All risks with a residual risk rating of 12 or more are identified
business with responsibilities assigned for the for review. These risks are further assessed to determine
regular management of risk. The summarised risks whether they are significant enough to be designated as
are presented to the Audit Committee for review, overall Company risks as opposed to departmental or
comment and approval. territorial risks.
Risks are identified by all business functions The Company’s overall risk register is created by consolidating
and territories in a standardised format that inputs from all divisional heads and senior management team
requires units to: members who are asked to document risk areas within their
divisions using a standardised format and the scoring system
1. Identify and specify the risk. outlined above. They are also asked to divide the risks they
2. Assess its impact on a scale of 1 (low) identify between divisional risks and corporate level risks.
to 3 (high). This data is consolidated by the Group finance team who
cross-check it and review it to ensure a consistent perspective
3. Assess its probability of occurring on a across divisions. The full risk register is then reviewed by the
scale of 1 to 3. CFO before being shared with the Company’s Audit Committee.
4. Assign a risk rating calculated as the The Company’s Audit Committee consider whether the risks
product of the impact and probability ratings. are complete and whether risks are being treated optimally
5. Assess mitigating controls on a scale since it may not be economic to remove the risk (for example,
of 1 to 3. foreign exchange exposures are not currently hedged though
they may in the future). Company residual risk ratings of 12
6. Assign a residual risk rating calculated as and above receive regular Audit Committee review and are
the product of risk rating and mitigation. addressed where practical. The Audit Committee reports its
work to the Board at each relevant Board meeting.
The CFO has been delegated to manage Company-level risks
on a regular basis.

STRATEGIC REPORT
Managing our risks continued
Risk appetite Risk heat map

Mirriad remains an early-stage business and therefore The heat map illustrates the key and significant risks
presents an inherently risky investment for shareholders. The identified and managed by the Company.
Board has therefore agreed on a conservative approach to
High
risk. Each risk identified in the risk register has an identified
owner who is responsible for ensuring that the risk is optimised
3 5
as far as possible, taking into account that not all risks can be
fully mitigated economically.
1
The Board holds executive management accountable to 4
ensure that they manage the business on a day-to-day basis
in a way that doesn’t increase the risk profile of the Company 8
2
Likelihood
without explicit acknowledgement and debate at the Board. As
general guidance, executive management has been asked to 6 7
9
run the business in such a way that the Company is not put at
significant financial, operational or reputational risk.
Low
Low Impact High
1 Failure to drive revenue
2 Lack of content supply
3 Ability to attract and retain staff
4 Competitor risk
5 Working capital risk
6 Reputational risk
7 Foreign exchange risk
8 Centralised production risk
9 IP risk

Principal risks
1 2
Failure to break through Lack of content supply –
with product/drive revenue reliance on supply partners
to clear content
Link to strategy
Link to strategy
A B C
A B C
Risk description
Revenue generation is dependent on demand Risk description
from media agencies and brands. The Company relies on its distribution partners to supply
rights-cleared content that allows digital insertion.
Mitigation
The Company has invested in its sales force with the Mitigation
addition of a Chief Revenue Officer in 2021 and key The Company has increased the number of active
hires made in the US market. supply partners over 2021. A growing pool of available
content remains critical to adoption and scale.
Change
Change
No change
No change
Key to strategy links
3 A Adoption
B Integration
Ability to attract and retain staff C Automation
Link to strategy
A B C
Risk description
The Company’s employee value proposition remains
under strain as labour markets tighten in most
geographies and staff cost inflation increases,
driving the Company’s cost base up.
Mitigation
Market data shows 75% of UK staff and 70% of US staff
are actively or passively job hunting (Workable survey
Sept 2021). The Company’s Employee value proposition
is under significant strain as salary inflation increases
across all territories. Staff turnover is increasing.
Balanced against this our annual staff survey continued
to show exceptionally high levels of satisfaction.
Change
Increased risk

STRATEGIC REPORT
Principal risks continued
4 5
Competitor risk Working capital risk –
the business may need further capital
Link to strategy to achieve break-even
A B C
Link to strategy
Risk description A B C
The Company is seeing an increase in the number of
competitors in its core markets which could damage Risk description
the business’s growth prospects and/or disrupt pricing Revenue has not increased as fast as the Company
and business model. Many of these competitors are assumed and the Company is likely to need to raise
US based and have access to significantly more additional capital to fund the business until cash flow
funding than the Company. turns positive.
Mitigation Mitigation
The Company believes it remains the market leader in The Company could lengthen runway by reducing costs
its field and that no competitor matches its services but the Directors believe that it is in the best interest of
in terms of capability. The Company continues to shareholders to invest sensibly in sales and technology
invest heavily in technology, developing its patents at this stage in the Company’s development and there is
and know-how. However, more competitors in our core therefore no effective mitigation.
market may help us expand that market by raising
awareness of in-content advertising as a format. Change
Change Increased risk
Increased risk
6 7
Reputational risk – Foreign exchange risk
concern that advertising embedded many costs and revenues transacted
in content may be further regulated in foreign currencies
Link to strategy Link to strategy

A B C A B C
Risk description Risk description

Given concerns over data privacy and the impact of The Company is exposed to a variety of currencies
advertising, there is a risk of further regulation affecting the and currently earns little revenue in Sterling.
Company’s product which may either be direct or indirect.
Mitigation
Mitigation The Company has a degree of natural hedging in place
It is essential to educate the market about the use and as it has revenue-generating units in most of the territories
impact of the Mirriad product and why it is not “subliminal” where it has cost exposure. We are an immature business
advertising and poses no particular risk to consumers. with uncertain cash flows both in terms of timing and
The Company will also continue to provide evidence of amount and therefore more formal hedging is challenging
customer acceptance of this form of advertising. and expensive and the Company would need swap
options given the period the Company would need to
Change
hedge. We will continue to monitor the risk.
Reduced risk
Change
No change
Key to strategy links
8 A Adoption
B Integration
Centralised production risk – C Automation
centralisation of production in India

creates a single point of failure in the
event of physical or other loss of facility
Link to strategy
A B C
Risk description
The Company has centralised production services in
India for efficiency and cost reasons but this creates a
single point of failure. In the event of loss this impacts
the Company’s ability to deliver revenues at scale.
Mitigation
Distribution of services in the cloud mitigates
single point of failure and allows remote working
in case of infrastructure issues. The Company has
shown it can successfully work remotely during the
Covid-19 pandemic.
Change
No change
9
IP risk –
infringement by third party
Link to strategy
A B C
Risk description
The Company’s IP may be infringed by emerging
competitors and the Company may not have sufficient
resources to successfully defend its IP. This is a new
risk for 2021 as a result of the increase in the number
of competitors identified.
Mitigation
The Company’s actively monitors the market to scan
for potential IP infringements so it can take early
action. Were a significant infringement identified the
Company may need to find additional resource to
pursue any action.
Change
New corporate risk for 2021

STRATEGIC REPORT
Sustainability/ESG
INCREASED
ESG FOCUS
The Company published a comprehensive ESG framework in

November 2020 and has continued to expand and extend its
activities in this area. That policy stated that:
1. Environmental – we are concerned about our impact on
the world and our commitment to future generations.
2. Social – we want to make our contribution to the various
stakeholders our business interacts with and beyond.
This is not just how we share the financial returns but
also the difference we can make for the greater good.
3. Governance – we conduct ourselves in a fair, honest
and open manner.
In December 2021 Kelsey Lynn Skinner agreed to act as the
Board lead for ESG development. Over the course of 2021, the
key accomplishments in this area were the Carbon Accounting
and Offsetting (Environmental) and the Diversity and Inclusion
training and emphasis (Social) alongside the Company’s
strong Governance practices including 10+ Board meetings
a year and 100% Director attendance. The Company also
continues to progress six of the UN Sustainable Development
Goals as outlined on page 34.
In the table opposite we set out the Company’s main initiatives
during 2021. Further information on some of these areas can
be found on pages 34 to 39 of this report.

ESG HIGHLIGHTS
ENVIRONMENT SOCIAL GOVERNANCE
2021 initiatives 2021 initiatives 2021 initiatives
• Carbon accounting & offsetting • Diversity & inclusion (“D&I”) • Improved balance of reporting
awareness increase from the Company’s Audit and
• Consider the need for air travel
Remuneration Committees to
• Increasing female participation
• Assess key supplier the full Board
in our team
environmental policies
• Continued review and enhancement
• Giving back policy with charity
Outcomes of the Company’s quarterly
engagement
• The Company calculated its risk register
estimated carbon footprint (with • Measuring diversity at Mirriad
• Board ESG planning and
travel based on pre-Covid patterns)
• Risk assess all offices for appointment of Board ESG lead
at 493 tonnes of CO2
Covid-19 safety
• Treasury policy
• The Company offset 100% of
• Continue to invest in staff learning
its estimated carbon emissions Outcomes
and development
by purchasing carbon credits, • Audit and Remuneration Committee
specifically selecting four projects Outcomes feedback has been added as a
aligned to the Company’s main • Gender equality in the Company standing item to all main Board
areas of operations in the UK, was improved as women account meeting agendas
India, China and the US for 36% of the overall workforce
• Kelsey Lynn Skinner has been
(7% increase) and 39% of manager
2022 plans appointed as the Board ESG lead
level (5% increase)
• Commitment to refine the
• Treasury policy approved by the
calculation of the Company’s • All senior leaders undertook
Company’s Audit Committee and
carbon footprint using a paid for a three-part course covering
implemented during 2021
tool and to move towards carbon D&I awareness
neutral certification, based on the • Company Board maintained high
• An additional 13 managers
continued purchase of carbon engagement with 10+ Board
attended a multi module course
credits, from 2023 onwards meetings a year and 100% Director
including a specific module on D&I
attendance
• Commitment to offset 2022
• A specific D&I presentation was
estimated CO2 emissions 2022 plans
given to all other staff
• ESG to be added as a standing
• A mandatory online course was item to all main Board agendas
introduced for all staff covering and Company Townhall meetings
Equality & Diversity
• Part of Executive Directors’ short-
• Company Volunteering policy term incentive to be ESG related
introduced
• Improvement in Board diversity
2022 plans
• Focus on values and encouraged
behaviours for employees
• Encourage further take up of
giving back initiatives among staff,
targeting employee engagement
increase of at least 15% from
20% to 35%
• Improve Board diversity

STRATEGIC REPORT
Sustainability/ESG continued
Mirriad and the UN Sustainable Development Goals (“SDGs”)

In this section we outline how Company initiatives and approach align with some of the UN’s SDGs. The table sets out Mirriad’s
key areas of focus and the Company’s contribution.
UN SDG Mirriad contribution
• We have ensured that all our staff have access to private medical insurance. This is offered
to all staff in China, India and the US and is an elective benefit in the UK
• We have invested in formal training for mental health first aiders who are available to talk
confidentially to any staff member
• Online training modules covering Positive Mental Health and Mindfulness are available
for all staff members
• A wellbeing taskforce was set up to recommend developments as a result
of the Covid-19 pandemic
• A Company Vaccination policy was shared with all staff and staff may take time off
from work to receive vaccinations
• We are actively working to address gender balance across our teams with a particular
focus on new recruits
• We set pay and reward by role on a gender blind basis
• All staff were required to complete an online training course covering Equality & Diversity
• We provide fair rates of pay and reward for all our staff across the four markets we
operate in
• All staff are part of the Company bonus scheme which covers everyone from the
CEO downwards with the exception of sales staff who have separate schemes
• We have continued to invest heavily in technology development and qualify as

a Knowledge Intensive Company under UK government rules
• We have taken steps to measure and offset our carbon footprint

• We will aim to reduce our overall footprint as the travel market frees up post Covid-19
• We have a zero tolerance of bribery and corruption. All our staff undertake mandatory
online training covering bribery and corruption on an annual basis and must successfully
complete the post course assessment
• We have a long established whistle-blowing policy and any staff member may talk
confidentially to one of our Directors if they have any concerns
• We require all contracted suppliers to adhere to the terms of the UK Bribery Act

Sustainability Heqing Solar Cooker Project, China (49 tonnes
b.
offset): This project is located in the rural area of
The Company published its Environmental, Social and
Zhangye, Gansu province in north-western China.
Governance Framework in November 2020. During 2021
The project has installed 49,000 solar cookers for
we have worked on a range of initiatives summarised earlier
the rural residents. Coal is overwhelmingly the main
in this report.
energy source for rural residents in this region of
China. The project will enable the rural residents to
Helping the environment via carbon offsetting efficiently substitute solar energy for the coal used
During 2021 we undertook an exercise to measure our in daily cooking and water boiling, avoiding CO2
carbon footprint using the free tool provided by Carbon emission that would be generated by fossil fuel
Footprint Limited. consumption. It is estimated that overall 143,762
tCO2e emission reductions will be produced annually.
The rural area in Zhangye is an underdeveloped
region and an ideal region for utilising solar energy.
Located at high altitude, this region has many sunny
days and is therefore one of the most suitable regions
in China for utilising solar energy.
Veer Small Hydro Power Project, India (158
c.
tonnes offset): This project is a small 4.8 MW hydro
power project across the river Nira at Veer, Taluka
Based on pre-Covid travel patterns we estimated Mirriad’s Purandar, Pune, Maharashtra. The project generates
carbon footprint at 493 tonnes of CO2. renewable electricity (Hydro power) and exports
it to the NEWNE (Northern, Eastern, Western and
We then spoke to Carbon Footprint Limited about options to North-Eastern) power grid of India. Hence, it reduces
offset this CO2. They created a bespoke offsetting plan for the dependency on fossils fuels which are pre-
Mirriad that aligns the projects into the regions where Mirriad dominantly used for electricity generation in India
primarily operates. Under this plan we have: and helps reduce greenhouse gas emissions.
1. purchased carbon credits against four specific projects, d. Dempsey Ridge Wind Project, Oklahoma, USA
one in each of the territories we operate in. (39 tonnes offset): The Dempsey Ridge 132 MW
2. the offsetting has been done in proportion to the number “Big Smile” wind power project consists of the
of staff in each of our offices. installation of 66 Gamesa G90 2.0 MW turbines on
approximately 7,500 acres of agricultural and grazing
3. The four projects included are: land. The facility will deliver power into the Southwest
UK Tree Planting + Protecting the Amazon (247
a. Power Pool Regional Transmission Organization.
tonnes offset): This project plants trees in the UK The project’s intent is to generate electricity from
while also helping to protect the Amazon Rainforest. renewable sources and therefore to displace
For each tCO2e offset, one tree is planted in the electricity that would otherwise have been procured
UK and an additional tCO2e is offset through the from the grid in the absence of the Dempsey Ridge
Brazilian Amazon Verified Carbon Standard Reduced wind farm.
Emissions from Deforestation and Degradation 4. In 2022 we expect to spend more time looking into our
project to guarantee the emission reductions. Environmental impact and have committed to establishing
In the UK, the trees are typically planted across a base point for the Company’s carbon footprint which
school grounds, parks, farms, woodlands and other will enable us to take steps to move to certificated carbon
biodiversity sites, providing wildlife habitats and often neutrality and ultimately net zero over time.
bringing educational and community benefits.

STRATEGIC REPORT
Social impact: People and culture We have continued to work extremely hard to communicate
and bring our teams together while they have been working
2021 continued to be challenging for our staff as we entered
remotely or in a hybrid model and have maintained the
a second year of Covid-19 restrictions which tested the
increased frequency of our Company Town Hall meetings with
resilience and mental wellbeing of all our staff. As in 2020 we
an aim to hold them on average every two weeks. We have also
are enormously proud that our people rose to the challenge
continued to engage with staff on their physical and mental
and continued to service our customers and maintained tight
wellbeing and have three staff trained mental health first aiders
working relationships within their teams and across our offices.
who are available to talk confidentially to staff and point them
As vaccines became available across the world we ensured in the appropriate direction to receive further help if required.
that our staff were able to take time off from work in order to
During 2021 we also continued our focus on raising awareness
attend vaccination appointments. We also rolled out enhanced
around diversity and inclusion (“D&I”), specifically the concept
medical coverage for our staff in India and China to ensure that
that we as a Company are better with a broad range of people,
concerns about healthcare were mitigated.
demographics and perspectives, and that success includes
During the year we created hybrid working models for each an inclusive culture where people are comfortable and
of our offices which vary based on the needs of staff and the encouraged to be themselves and share their ideas. In 2021
ability to run our business. In general our staff in China and our leadership team attended a three-part course covering
India have expressed a preference to work from our offices issues related to D&I and a further 13 managers attended
for the majority of the time whereas staff in the UK and the US a multi-part management training course which included a
have a preference for a hybrid pattern where we will aim to specific D&I module. Our HR Manager then delivered an online
have 50% of their time spent in the office over each two week training session to all other staff covering similar material while
period. Changes in rules in all of our operating territories have we included a mandatory online training module addressing
meant that the business has had to be agile in responding Equality & Diversity. We remain committed to creating a
the developments and we will continue to review our ways single progressive and cohesive culture across our operating
of working over 2022. bases and to constantly assess our structure and resourcing
to ensure we allocate the right people to the right roles in the
right geographies.

Diversity at Mirriad The business also has a balanced age profile:
Mirriad is an incredibly diverse organisation. At the end of Age

2021 we engaged with staff to understand more about our 20–24 8%
team based on the nine protected characteristics of the 2010
25–29 16%
UK Equality Act. Most of this data is self-reported as we do
not routinely hold the data in our HR systems although we are 30–34 23%
considering whether there is a case for adding additional data
35–39 22%
systemically and we are also asking candidates who apply for
roles to provide additional data on a voluntary basis. 40–44 10%
45–49 9%
The Mirriad team
130
50–54 5%
55+ 7%
people
We asked our team to self-report their ethnicity as this
We have been focusing on improving female participation in is not data we have routinely gathered historically.
our team and are pleased to report that there has been a 7%
increase in the percentage of our team who are female in 2021 Across the business we have a very wide balance of
compared to 2020. This should also be viewed alongside the ethnicities reflecting our different operating bases:
5+4710137u
fact that female participation in the Indian workforce in the
formal employment sector is very low at 20.3% (World Bank Black 5%
data 2019). Given that 35% of our team is based in Mumbai
this is a substantial achievement.
White 37%
6436+u
64+
Whole team
Female 36%
Asian 47%
+7%
year-on-year
Hispanic, Latino or
Spanish origin 1%
East Asian 10%

improvement in
gender balance
We also looked specifically at our technology team as
Male 64% technology businesses have a reputation for being relatively
un-diverse. Year-on-year comparative data for our technology
team shows (NB: the ethnicity data is self reported and some
We are also pleased that the representation of females in our staff preferred not to state their ethnicity):
management positions is higher than the overall composition:
Technology team 31 Dec 2020 31 Dec 2021 Change
61+39+u
61
Management Female 21% 30% +9%
Female 39% Male 79% 70% -9%

White British/
European 45% 51% +6.5%
+5%
year-on-year
Asian (Pakistani/
Indian/Chinese) 19% 24% +5.5%
Black 3% — -3%
improvement in
gender balance
During the year 2022 we plan to further increase the gender
diversity at our Board level and continue to emphasise the
Male 61% importance of cultural inclusion through initiatives like the
Values review and its subsequent roll-out.

STRATEGIC REPORT
Team engagement The main findings were that:
We use a wide variety of methods to engage with our team: • Overall satisfaction was 92%, an increase of 1% on 2020,
which is a significant result given the continuing impact of
• We hold Town Hall meetings for the whole team twice a
Covid-19 on the way we work
month on average. This allows us to share updates with
the whole Company and to answer any questions which • The highest levels of satisfaction were for the same areas
the team can send confidentially as in 2020 and all were slight increases year on year:
• We conduct a staff survey annually – I am proud to work at Mirriad (97% agreeing or

strongly agreeing)
• We have conducted pulse surveys to assess morale
and wellbeing during 2021 – I am happy with the relationship between myself and
my manager (97% agreeing or strongly agreeing)
• We asked staff to report voluntarily on the nine protected
characteristics under the UK 2010 Equality Act – I am inspired and motivated by my manager
(96% agreeing or strongly agreeing)
We ran our annual survey in December 2021 and again it
produced extremely positive results despite the continuing – My colleagues are committed to doing quality work
challenging working conditions as a result of Covid-19. (97% agreeing or strongly agreeing)
The engagement survey had a high response rate, albeit • The lowest levels of satisfaction were also similar to 2020
slightly lower than the prior year, with 78% of staff participating with three of the four statements in the same position
in 2021, a reduction of 9% over 2020. last year:
– My performance is measured against outcome and
metrics that are clearly explained (78% agreeing or
Our strengths strongly agreeing)
Percentage of team who agree or strongly agree: – The mission, vision and values of the organisation are
clearly defined and fulfilment of my job counts towards
Proud factor
97%
achieving them (82% agreeing or strongly agreeing)
– In my role there are ongoing opportunities to learn
and grow (85% agreeing or strongly agreeing)
Colleagues committed to quality work – I am valued for my contribution (87% agreeing or
97%
strongly agreeing)
We are continuing to consider more innovative ways to
measure performance and set individual goals for staff and
Happy relationship with manager have reviewed our short-term Company bonus scheme
97%
with the Remuneration Committee to increase the focus
on departmental goals in the reward calculations. This is
discussed further in the Remuneration policy and we anticipate
it will increase morale through an increased perception of
Inspired and motivated by my manager potential employee impact on outcomes and individual bonus.
96%
We have also taken steps to restate our Mission and Vision to
all staff in Company Town Hall meetings and will roll out new
material on Company values during 2022. All staff have been
asked to complete Personal Development Plans as part of their
annual appraisals and we will use these to focus on areas for
individual learning and development.

Case study: Giving back at Mirriad As part of this objective the US team organised a day of
volunteering where 10 members of the team helped maintain
As part of Mirriad’s ESG strategy we set ourselves an
and improve Crotona Park on 15 October 2021.
objective to encourage and motivate Mirriad employees
worldwide to give back to their local communities and support As part of the graduate mentor scheme, we helped a young
the environment by taking part in a range of activities as person find work by providing advice and support including
individuals or in teams. CV and interview coaching. Previously he had made over
200 applications and received zero responses. Immediately
We formed an ESG Giving Back Task Force with participants
following the mentoring he applied to two roles and got two
from all Mirriad offices. This group met regularly to discuss
call backs and is expecting to receive offers from both.
and identify initiatives and encourage active involvement
from across the organisation. Team members volunteered During 2022, as we come out of the pandemic, we will
to lead and promote each of the initiatives and there was be organising additional opportunities for the Company
also a champion in each of the Mirriad offices to encourage to give back which were not possible while there were
participation from each Mirriad office. restrictions in place.
We also created a Volunteering Policy which offered These include:

everyone up to two days’ paid leave per annum to take part
• Helping to reduce food waste through collecting from
in volunteering activities.
local restaurants and redistribution to community centres
This initiative aligns our values of positive societal contribution
• Donating good quality but unwanted items to local charities
(inside and outside the office) alongside team collaboration
in each of our communities
and morale.
• Working with local schools, hospices and orphanages
Some examples of the initiatives identified:
• Mentoring schemes specifically aimed at supporting young
• Helping maintain open spaces in and around our local
women and girls
communities
• Additional community open spaces maintenance days
• Reducing meat consumption and going vegan at least
one day per week and for the whole of January Current participation within a few months of the launch is
25 employees across Mirriad (20%) with some taking part in
• Taking part in one of ten identified personal behaviour
more than one initiative and the objective for 2022 is to grow
changes to support the environment and reduce our
this to 35% of our team engaged in some form of giving back
carbon footprint including using less plastic, conducting
activity primarily by encouraging the ESG Giving Back Task
more journeys by walking, or cycling and saving power
Force to be ambassadors for other employees to get involved,
on personal and company electronic devices
alongside role modelling from the Senior Leadership who share
• Selecting a global charity each year to be the beneficiary examples of their own engagement.
of sponsored fundraising events
Information on how we have addressed governance
• Volunteering time and expertise to mentor graduates areas is covered in more detail in the section covering the
Company’s Governance Framework on pages 40 to 47 of
We launched this at a Mirriad Town Hall in H2 2021 and
this Annual Report.
created a page on the Mirriad intranet to provide resources
and information about all the initiatives.

CORPORATE GOVERNANCE
Introduction to corporate governance
CHAIRMAN’S
INTRODUCTION
On behalf of the Board, I am pleased to present our Corporate Mirriad is a wonderfully diverse Company and we have also
Governance Statement for the year ended 31 December 2021. provided details on just how diverse our Company is in the
Strategic Report.
As previously reported the Company fully complies with the
Quoted Companies Alliance Corporate Governance Code (the We have stated before that all of the Directors consider it
“QCA Code”). We have continued to work on the application essential that stakeholders continue to trust the way the Group
of specific parts of the Code and have continued to monitor operates and that we maintain a reputation for ethical business
best practice developments in applying the Code. For 2021 practices and high standards of integrity. Governance, training
we have also particularly focused on Environmental, Social of our teams and raising awareness of what constitutes
and Governance (“ESG”) areas and how they impact on good governance are vital to doing this. We have continued
the Company. to require mandatory training for all staff covering business
ethics, fraud prevention and corruption whatever their location
A key part of my role is to ensure that the Company operates
and require all our teams to adhere to UK statutory rules. It
to high standards of governance and that we instil a sound
remains critical that senior managers are actively involved
attitude to governance throughout the Group, reacting
in ensuring our culture and ethical values are shared by all
to changes and making recommendations to improve
employees. Using online training also allows the Company
governance. My Board colleagues and I continue to recognise
to monitor completion of that training across the Group and
the value and importance of high standards of corporate
address any areas of concern. In 2021 for the first time we also
governance. Following the publication of the Company’s ESG
included mandatory training on Equality & Diversity for all staff
Framework in November 2020 I am pleased that the Company
to build on the awareness raising we started in 2020.
has made significant progress in a number of areas. More
detail on the Company’s work in the environmental and social
areas is covered in the Strategic Report set out on pages 32 to
39 of this Annual Report.
John Pearson
My role as Chairman Non-executive Chairman
My role is to ensure that the Board operates effectively in 10 May 2022
delivering the long-term success of the Company. In fulfilling
this role, I seek to ensure that Board meetings are conducted
to allow all Directors to have the opportunity to express
their views openly and that, in particular, the Non-executive
Directors are able to provide constructive support and
challenge to the Executive Leadership Team.
Culture and business ethics

The Company has continued to work hard, as evidenced by
the outstanding results seen yet again in its annual staff survey
feedback, to ensure that it has built a culture in which staff feel
comfortable raising concerns and issues as well as ideas and
proposals that allow the business to innovate and develop.
For the second year most of the Company’s staff have been
working remotely as a result of the Covid-19 pandemic and
so a continued focus on mental wellbeing has been critical
for the Company. Given the previous exceptionally high levels
of satisfaction shown in staff surveys I remain delighted that
the Company has managed to maintain and, in some areas,
increased staff satisfaction despite the difficulties faced in
2021. We have provided more detail on this in the section
on stakeholders and people earlier in this report.

Board of Directors
COMPOSITION
OF THE BOARD
1783+u
17+
Board skills and experience Board members by gender
Technology Female 1
100%
Chair/CEO/CFO
67%
Financial
67%
Regulatory/risk
50%
Remuneration/HR Male 5
33%
3367+u 17
33+ 17+17+66u
Balance of the Board Board members by nationality
American 1
Executive 2
German 1
Non-executive 4 British 4
17+83+u
17
Directors’ tenure
1–2 years 1
2–5 years 5

Board of Directors continued
EXPERIENCE
AND INSIGHT
John Pearson Stephan Beringer David Dorans

Non-executive Chairman Chief Executive Officer Chief Financial Officer
Experience Experience Experience

Joined the Board in October 2017. On Joined the Board in October 2018 to take Joined the Board in December 2017
30 April 2019 John Pearson took up the on the role of Chief Executive Officer following a career in the broadcasting
role of Non-executive Chairman. John following a long career in the advertising and technology sector where his roles
has a long history in advertising and industry where he covered a breadth have included financial leadership and
media along with commercialisation of roles from creative to strategy to operational roles. David’s task is to
and general business development of technology to data. Stephan has been manage the financial and risk aspects
rapidly growing companies. He brings tasked with renewing the Company’s of the Company as well as leading the
plc board experience to the Company. strategy and the way it operates to human resources function.
John’s role is to run the Board, ensure ensure that the Company is on a path
the correct corporate governance is in to growth.
Prior expertise
Chief financial officer at Mindshare
place, challenge the strategy proposed
by Executive management and take into
Prior expertise UK, chief financial officer of YouView,
President of data, technology and head of distribution and broadcast
account the views of wider stakeholders.
innovation at Publicis. CEO of VivaKi, technology at Channel 4 and
Prior expertise driving the transformation of Publicis’ general manager of UKTV. David is
Former CEO of Virgin Radio and Virgin programmatic buying and servicing model. a Fellow of the Institute of Chartered
Radio International, director of Ginger He has worked with some of the world’s Accountant in England & Wales having
Media, chairman of Shazam and co- biggest brands including McDonald’s, qualified with Coopers & Lybrand
founder of World Architecture News.com Audi, Nissan, Asus, P&G and Michelin, (now PricewaterhouseCoopers LLP).
and food.com. and led key technology partnerships and
initiatives with companies such as Adobe,
Sector experience
Sector experience Microsoft and Google.
Financial management, corporate
Advertising, marketing, technology, governance, technology, media,
digital, corporate governance and M&A. Chief growth and strategy officer for advertising and HR.
the digital technologies division of
External appointments Publicis Groupe, international CEO External appointments
Chairman of Imagen Video Asset for Digitas and Razorfish, and global None.
Management Ltd and director of Classic chief strategic officer and president
Racing EGTS Ltd. of Tribal DDB EMEA.
Sector experience
Advertising, media and digital agencies,
technology, business strategy and M&A.
External appointments
None.
A Audit Committee member
R Remuneration Committee member
Committee Chair
Bob Head Alastair Kilgour Kelsey Lynn Skinner

Non-executive Director Non-executive Director Non-executive Director
A R R A R
Experience Experience Experience

Joined the Board in June 2019 following Joined the Board in December 2017. Joined the Board in February 2021. Kelsey
a career in senior financial roles across Alastair has significant venture capital is a partner in the technology team at
many sectors with a focus on technology. experience and adds expertise IP Group plc, one of the UK’s leading
on fundraising and shareholder intellectual property commercialisation
Prior expertise management to the Board. specialists. She has extensive venture
A qualified chartered accountant, an
capital experience gained in the UK
Associate of the Chartered Insurance Prior expertise and previously in Silicon Valley.
Institute and a Fellow of the Institute Possessing a depth of experience in
of Bankers. A long career in financial the investment and fund management Prior expertise
services including tenure at Prudential community, before founding Parkwalk After 12 years in Silicon Valley, Kelsey
(where he co-founded egg plc, the first Advisors Limited Alastair was a partner relocated to London in 2012 and
UK internet bank) and the Co-operative of Lazard LLP, a director of BNP and joined venture capital firm Touchstone
Bank plc (where he was the first CEO a founder partner of Ark Securities. Innovations (previously Imperial
of smile.co.uk) and nine years spent in Innovations) which was later acquired
various senior roles with Old Mutual.
Sector experience by IP Group plc. For the past decade
Venture capital, banking, funding
He has also spent time in South Africa she has served as NED, chair and
strategy and M&A.
where he was a member of the Executive committee lead on a number of growing
Committee of the South African Revenue External appointments UK technology companies. An engineer
Service and interim chief financial officer Chief investment officer at Parkwalk by training, Kelsey graduated in
at South African Airways. Advisors Limited, director of Albert Mechanical Engineering and with an
Innovations Limited, Beatrice Innovations MBA from Stanford.
Sector experience
Limited and Victoria Innovations
Financial management, risk management, Sector experience
Limited. Director of the following
technology, corporate governance, Technology, venture capital, funding
companies via Parkwalk corporate
M&A and HR. and strategy.
directorships: PetMedix Ltd, Congenica
External appointments plc, Predictimmune Ltd, Mogrify Ltd, External appointments
Non-executive director of Personal Group Phoremost Ltd and GeoSpock Ltd. Aqdot Limited (representing director
Holdings plc, Personal Group Limited, via IP2IPO Services Limited).
Personal Assurance plc, Alexander Forbes
Group Holdings Limited and Alexander
Forbes International Limited.

Corporate governance statement
Board effectiveness Board composition and responsibilities

As in previous years the Board conducted an effectiveness The Board’s primary role is to focus on building shareholder
survey led by the Chairman and Company Secretary at the value by identifying and assessing business opportunities
end of 2021. This is the fourth such evaluation the Board has balanced against the associated risks and ensuring the
carried out and was done using a questionnaire sent to all interests of all stakeholders are considered.
Directors, which was returned confidentially to the Company
The Group is controlled by a Board of Directors which, as at
Secretary, who collated the findings. The full results of the
31 December 2021, comprised a Non-executive Chairman,
evaluation, including verbatim comments from the Directors,
three other Non-executive Directors and two Executive Directors.
were discussed at the Board meeting in January 2022 where
The Board considers two of its members to be independent.
actions to be taken during 2022 were agreed. There was
some commonality in the findings from 2021 as the Covid-19 The Chairman is John Pearson and the Chief Executive Officer
pandemic prevented some of the prioritised items from 2021 is Stephan Beringer.
being achieved.
The overriding responsibility of the Board is to provide clear,
A summary of the key insights is set out below. entrepreneurial and responsible leadership to the Group within
a framework of efficient and effective controls so as to allow
What is working well? the key risks and issues facing the business to be assessed
1. Strong insight into developments in the industry and and managed. The Board operates both formally, through
good understanding of strategy and understanding Board and Committee meetings, and informally, through
of the capability of the business. regular contact between the Directors and senior executives.
There is a schedule of matters specifically reserved to the
2. Clear vision, priorities and values and understanding Board, including approval of interim and annual financial
of risk appetite. results, setting and monitoring of strategy and examining
3. Strong engagement between the Non-executive Directors business expansion possibilities. The Board is supplied with
and Executive Directors. sufficient information in a timely manner, in a form and quality
appropriate to enable it to discharge its duties. The Directors
4. Clear corporate governance structure and positive can obtain independent professional advice at the Group’s
feedback on effectiveness of Audit and Remuneration expense in the performance of their duties as Directors.
Committees.
Senior executives below Board level attend Board meetings
5. Overall positive views in relation to the Board Agenda when appropriate to present business updates.
and forward planning.
During most of 2021 Board meetings took place by video
6. Strong leadership from Chair and effective operation conference as a result of the impact of Covid-19. The Board
as a board. has resumed face to face meetings in 2022.
Areas where the Board is working less well? The roles of Chairman and Chief Executive are separate, and there
1. Diversity of the Board remains a key concern for the Board is a clear division of responsibility at the head of the Group. The
to address in 2022. Chairman is responsible for running the business of the Board and
for ensuring appropriate strategic focus and direction. The Chief
2. Covid-19 has continued to impact the Board’s engagement Executive Officer is responsible for proposing business strategy
as a Board and with staff. and plans to the Board, implementing them once approved and
3. The Board’s agenda should be refined and to include overseeing the management of the Group with the Group’s other
wider business reporting (operations/IP/cyber security/ senior executives.
technology development).
Board independence, appointment and re-election
4. Understanding of the wider business operations and The Board considers both the Chairman and Bob Head, a
reporting from senior leadership to be enhanced. Non-executive Director, to be independent. Both the Chairman
and Bob Head have existing options to purchase shares in the
Actions for 2022 Company. In addition, all Directors hold shareholdings in the
1. Involving more of the Board in stakeholder engagement. Company reflecting their belief in the Company and to ensure
2. Refining Board agenda and splitting into operational and their interests align with those of the wider investor base (see
strategic matters with periodic deeper evaluations of key Directors’ holdings in the Company in the Directors’ Report).
areas of the business. The Board is satisfied that both John Pearson and Bob Head
are independent in character and judgement, and that there
3. Board agenda to be widened to include reporting from are no relationships or circumstances that would materially
more senior leaders and the wider business. affect or interfere with the exercise of their independent
4. Consider opportunities for the Board to engage with staff judgement including the options held.
more as the Covid-19 situation improves. The Directors’ interests in shares and options of the Company
are shown in the Remuneration Committee Report (options)
and the Directors’ Report (shares).

Board and Committee meetings
The Board normally meets on a monthly basis and aims to meet a minimum of 10 times per year for formal Board meetings.
It also arranges ad hoc meetings to consider strategic issues and approve key operational decisions as required.
The Executive Directors are responsible for carrying out decisions reached by the Board and, where appropriate,
communicating the decisions of the Board and any necessary actions to be taken to the employees of the Company
through the appropriate line management channels.
The Directors are expected to attend all meetings and receive appropriate and timely information from the Executive
Directors ahead of each Board meeting.
The Board has reviewed its composition and remains satisfied Meeting attendance
with the balance between Executive and Non-executive Number of meetings and attendance while in post
Directors. The Board believes that the current composition Audit Remuneration
allows it to exercise objectivity in decision making and properly Member Board * Committee Committee
control the Group’s business activities and risks. The Board John Pearson 10/10 — —
recognises that it could move further in improving diversity
and intends to appoint an additional Non-executive Director Stephan Beringer 10/10 — —
during 2022. David Dorans 10/10 — —
The Board notes the recommendations in the QCA Code Bob Head 10/10 5/5 5/5
that a company should have at least two independent non-
Kelsey Lynn
executive directors and should not be dominated by one
Skinner 8/8 5/5 4/4
person or a group of people. The Board believes it meets this
recommendation, except in respect to the holding of Ordinary Mark Reilly 2/2 — 1/1
Shares in the Company by the Directors. As Alastair Kilgour Alastair Kilgour 10/10 — 5/5
and Kelsey Lynn Skinner are substantively employed by
Parkwalk Advisors Limited and IP Group plc respectively, they * These were the formally scheduled Board meetings. In addition to these there
are not regarded as independent but bring significant skills to were a further 4 strategic Board meetings held during the year which were
attended by all Board members
the Board as set out on page 43.
Each of the Directors is subject to retirement by rotation and Development, information and support
re-election in accordance with the articles of association of the The Directors have unrestricted access to the Group’s
Company. All Directors appointed by the Board are subject to management and advisers. When new Directors are
election by shareholders at the first Annual General Meeting appointed, they receive an induction facilitated by the Chief
after their appointment and generally serve terms of three Financial Officer. This induction includes meetings with
years. John Pearson and David Dorans were re-appointed key members of management and briefings on the Group’s
as Directors at the last Annual General Meeting. As Kelsey business, its industry and public company duties generally.
Lynn Skinner was appointed as a Director by the Board on Directors are generally able to visit the Group’s operations
24 February 2021 she was also subject to a shareholder vote overseas on request although this has not been possible
at the last Annual General Meeting. In accordance with the during most of 2021. The Directors have continuous access
Company’s Articles Alastair Kilgour and Stephan Beringer to the knowledge and expertise of senior management, are
will also offer themselves up for re-election at the forthcoming free to meet with them at any time and can attend Executive
Annual General Meeting of the Company. management strategy and planning sessions. Directors are
also able to get external advice at the expense of the Company
Conflicts of interest should they feel this is necessary.
In accordance with an established procedure, all Directors The Directors have a wide variety of expertise drawn from
are required to notify the Board of any conflicts of interest at different industries and business functions. This diversity adds
the start of each Board meeting. This is formally recorded value to the Board as the Directors can draw on their deep and
in the minutes by the Company Secretary, and any Director wide range of experiences in other international businesses
disclosing a conflict is required to excuse themselves from the and publicly listed companies. This means that, collectively,
matter on which they have a conflict. Any planned changes to the Directors are able to bring significant expertise to the
their interests, including directorships outside the Group, are table, enabling them to make high quality, diverse and relevant
officially disclosed to the Board. There were no relationships contributions to Board discussions. This enriches debate
declared in 2021 that were considered to conflict with the and allows carefully considered judgements to be reached,
Company’s business and therefore there was nothing that consensus to be arrived at, and informed decisions to be
was deemed to affect the independence of the Directors. made. The Non-executive Directors provide both support and
constructive challenge to senior management when reviewing
proposals. They then monitor performance against agreed
strategy and plans over both the short and longer term.
Corporate governance statement continued
Development, information and support continued The Audit Committee has responsibility for, among other
All Non-executive Directors are appointed for an initial term things, monitoring the financial integrity of the financial
of three years subject to satisfactory performance. Their statements of the Group and the involvement of the Group’s
contracts can be renewed for additional three-year terms auditors in that process. It focuses on compliance with
following review by the Board and approval by shareholders at accounting policies and ensuring that an effective system of
the next Annual General Meeting. All Non-executive Directors audit and financial control is maintained, including considering
are expected to devote as much time as necessary for the the scope of the annual audit, the extent of the non-audit
proper performance of their duties, which is anticipated to be work undertaken by the external auditors and advising on the
a minimum of two days per month on work for the Company for appointment of the external auditors. The ultimate responsibility
most Non-executive Directors and approximately five days per for reviewing and approving the Annual Report and Accounts
month for the Chairman. Directors are expected to attend all and the half-yearly reports remains with the Board.
Board meetings and meetings of Committees of which they are The Audit Committee meets at appropriate times in the
members and any additional meetings as required. financial reporting and audit cycle, and at least three times
Neither the Board nor any of its Committees felt it necessary a year. The terms of reference of the Audit Committee cover
to commission specific external advice on any areas during the issues such as membership and the frequency of meetings,
year. The Board and Committees do place reliance on external together with requirements of any quorum for, and the right to
advice commissioned directly by the Company and have attend, meetings. The responsibilities of the Audit Committee
direct access to it and the Company’s advisers including the include the following: external audit, financial reporting,
Company’s NOMAD, who is available to all Directors to provide internal controls and risk management. The terms of reference
regulatory and other guidance. Specific advice has been also set out the authority of the Audit Committee to carry out
received during the year on fundraising activities and strategic its responsibilities.
development of the business. Any non-audit services that are to be provided by the external
auditors are reviewed in order to safeguard auditor objectivity
Succession planning and independence.
The Board continues to review its composition and debated
it during 2021. The lack of diversity among Board members The external auditors have the opportunity during Audit
has been consistently flagged in the Board evaluation work. Committee meetings to meet privately with Committee
The Board have therefore determined that it is appropriate to members in the absence of Executive management.
appoint an additional Non-executive Director during 2022 with The Group continued to update its risk register during 2021,
the aim of adding to the Board’s diversity as well as bringing with the most recent register being compiled in Q4 2021. This
appropriate sector experience to the Board. register was presented for consideration, review and amendment
The whole Board acts as the Company’s Nomination at the Audit Committee. Not all risks can be mitigated or would
Committee and the Company does not have a separate be expensive to do so. The approach is very much one to
Nomination Committee. The appointment of any new Non- optimise the net risk. Following approval, the risk register was
executive Directors is therefore subject to discussion and recommended to and adopted by the full Board.
ratification by the full Board. The Company will continue to During 2021, the Audit Committee reviewed and debated
monitor whether it would be useful and helpful to create a the report of the Company’s external auditors and requested
separate Nomination Committee. appropriate follow-up by the Chief Financial Officer. The
At the end of March 2022 Will Crompton resigned as Company Committee also reviewed the terms of appointment of the
Secretary. The Board would like to extend a vote of thanks external auditors and their proposed audit approach for the
to Will for all his hard work for the Company. Will has been 2021 audit (undertaken in 2022).
replaced by Jamie Allen, the Company’s Financial Controller At each meeting the Audit Committee reviews the progress to
and a qualified Chartered Accountant. Jamie took up his post clear items noted by the auditors in their management letters.
in April 2022.
The Committee has discussed the risk management model. At
this stage of development the Committee considers the three
Board Committees
lines of defence model premature. However, this will be kept
The Board has two Committees: the Audit Committee and the
under review.
Remuneration Committee.
Remuneration Committee
Audit Committee
During the year the Remuneration Committee had three
During the year the Audit Committee had two Non-executive
Non‑executive Director members. It is chaired by Bob Head
Director members: Bob Head (Chairman) and Kelsey Lynn
and the other Committee members were Alastair Kilgour and
Skinner. The Group’s external auditors, the Chief Financial
Kelsey Lynn Skinner.
Officer and Financial Controller are invited to attend Audit
Committee meetings.

The Company Chairman has a standing right to attend The Board has continued to review the system of internal
any Remuneration Committee meetings. The Committee controls periodically and has not identified, nor been informed
meets periodically formally and informally as required and of, any instances of control failings or significant weakness.
is responsible for overseeing the policy regarding staff
and senior executive remuneration and for approving the Relationship with stakeholders and shareholders
remuneration packages for the Group’s Executive Directors. The Chairman, CEO and CFO are responsible for handling
It is also responsible for reviewing incentive schemes for the relationships with investors and analysts and regularly meet with
Group as a whole and reviewing performance against KPIs institutional shareholders and potential investors to foster a mutual
and approving payments under the Company short-term understanding of objectives. The Company continues to work with
incentive scheme. Charlotte Street Partners Limited as financial PR advisers.
During 2021, the Remuneration Committee met to agree and In 2021 as a result of Covid-19 no face to face meetings were
sign off the incentive payments recommended by Executive held with investors or analysts and all activity was conducted
management for the Company, agree and approve base salary via video conference and webinars. The Company held
changes, agree and approve share option/long-term incentive a webinar for shareholders and analysts on 12 May 2021
scheme awards, and review and approve new packages prior to discuss business progress and the full year results for
to offer for other senior staff appointments (senior staff are 2020. This was followed by one on one meetings with major
defined as those with starting salaries of more than £100,000 shareholders and a webinar for retail investors organised
basic pay). by Yellowstone Advisory. The CEO and CFO presented at
the Canaccord Genuity Global Growth Conference meeting
Nomination Committee
a range of US investors. The Company released its interim
Due to the size and state of development of the Company, the
results for 2021 on 22 September 2021 holding a webinar
Directors do not consider it necessary to set up a separate
and further one on one meetings for larger shareholders
Nomination Committee. Appointments are considered by the Board
immediately afterwards. This was followed up in early October
as a whole. In that sense the Board is the Nomination Committee.
with a non-transaction roadshow in the US organised by
Edison. In December 2021 the Company appointed Panmure
Risk management and internal controls Gordon Limited as its broker and NOMAD.
The Directors are responsible for the Group’s system of
internal control and for reviewing its effectiveness; the The Chairman and the other Non-executive Directors are
role of management is to implement Board policies on risk available to shareholders and other stakeholders to discuss
management and control. The Group’s system of internal strategy and governance issues at any time. The Annual
control is designed to manage, rather than eliminate, the risk Report and Accounts and the strategy update are published
of failure to achieve the Group’s business objectives and can on the Company’s corporate website, www.mirriadplc.com,
only provide reasonable, and not absolute, assurance against and can be accessed there by shareholders.
material misstatement or loss. The Group operates a series
Open and transparent communication with our employees
of controls to meet its needs. These controls include, but
around the world is a critical element in driving the Group’s
are not limited to, a clearly defined organisational structure,
success. The senior management team is committed to a
written policies, a comprehensive annual strategic planning
culture that encourages all staff to contribute ideas and
and budgeting process, and detailed monthly reporting. The
thoughts on how the Group can innovate and drive business.
Group prepares quarterly forecasts, which are reviewed and
To that end the Group holds frequent video conference Town
approved by the Board as part of its normal responsibilities.
Hall meetings that all staff can access. Additionally, the Group
The quarterly forecasting process facilitates the Board’s
runs a full annual employee survey with results and actions
understanding of the Group’s overall position throughout the
shared following the analysis of results. More details about
year. The Audit Committee receives reports from management
this are covered in the earlier section on people.
and the external auditors concerning the system of internal
control and any material control weaknesses. By order of the Board
During 2021, the Company maintained and reviewed its

comprehensive risk register with input from all areas of
the Group. This was reviewed and discussed by the Audit
Committee and ultimately adopted by the full Board. It was John Pearson
agreed that this risk register will be updated quarterly and Non-executive Chairman
presented to the Audit Committee. Any significant risk issues 10 May 2022
will be referred to the Board for consideration. The Board has
considered the need for an internal audit function, but has
concluded that, at this stage in the Group’s development, the
internal control systems in place are appropriate for the size
and complexity of the Group.

Audit Committee report
MONITORING
RISK AND
REPORTING
The Committee’s responsibilities cover a range of areas.
In summary, the Committee is responsible for:
1. Monitoring the integrity of the Group’s financial
statements, including its annual and half-yearly
reports, ensuring that accounting policies have
been fairly and consistently applied; that estimates
and judgements used are reasonable; that, taken as
whole, the Group’s financial reports are clear and
complete; and that all material information presented
with the financial statements, such as the Business
Review and the Corporate Governance Statements,
are accurate.
2. Considering and approving the Group’s risk register
and discussing and agreeing the optimisation of risk
with management.
Number of meetings
and attendance 3. Considering and making recommendations to the
Member while in post
Board about the appointment, re-appointment
Bob Head (Chair) 5/5 and removal of the Group’s external auditors and
Dr Mark Reilly ensuring that at least once every 10 years the audit
(until 24 February 2021) — services contract is put out to tender; overseeing
the relationship with the external auditors, including
Kelsey Lynn Skinner making recommendations on their fees; approving
(from 24 February 2021) 5/5 their terms of engagement, including the engagement
letter and the scope of the audit; assessing their
independence and objectivity, including the provision
I am pleased to present the report for the Audit Committee of any non-audit services; meeting regularly with
for the year ended 31 December 2021. the external auditors, including once at the planning
The Company announced the resignation of Mark Reilly on stage before the audit and once at the reporting
24 February 2021 and I would like to thank him for the help stage after the audit, and at least once a year and as
and support since I have been chair of the Audit Committee. required at other times, without management being
present, to discuss the auditors’ remit and any issues
I am pleased to welcome Kelsey to the Audit Committee. It is arising from the audit; and reviewing the findings of
always good to have a new perspective on the various issues the audit with the external auditors.
confronting any audit committee and so it has proved.

The objective of the Audit Committee is to provide oversight The Strategic Report on pages 2 to 39 contains further details
and governance to the Group’s financial reporting process on about the business risks identified and actions being taken.
behalf of the Board of Directors. In this context we have done
much the same as other years. The Audit Committee have Going concern review
done a lot of work to ensure we have carefully considered the The financial statements have been prepared on a going
impact of Covid-19 for the future of the business as well as concern basis which assumes the Group and Company will
producing a set of financial statements we can recommend have sufficient funds available to enable it to continue to trade
to the Board and ultimately shareholders. for the foreseeable future and not less than 12 months from the
Kelsey Lynn Skinner and I were the two Non-executive Director date of signing these financial statements, notwithstanding the
members of the Committee. Our qualifications and experience Group having made a loss for the year of £10.97 million (2020:
are documented on page 43. £9.06 million).
The Group’s Executive Directors attend meetings by invitation The Directors have prepared financial forecasts including cash
and other senior management are asked to attend meetings flow forecasts for the period until 31 December 2024 for the
when relevant. The Committee meets a minimum of three times Group and the Company and these indicate that they will have
per year and at least twice a year with the external auditors sufficient cash available to meet their debts and liabilities as
present. We had five formal meetings during the year with they fall due. The base case forecast indicates that the Group
100% attendance. The reason for more meetings is that we and Company will require additional funds within 16 months of
split the meetings with some focusing on risk and the others on the date of approval of the financial statements. The Directors
reporting. We also had a number of informal meetings dealing have the ability to control costs, which principally relate to staff,
with audit issues, the financial statements and similar matters. by slowing expected hiring or flexing staff numbers. Although
the Directors believe it is unlikely, based on management’s
base case estimates, that the Group will require additional
Internal controls and risk management
cash within 12 months of the date of signing of these financial
The Board has overall responsibility for the system of internal
statements should there be unexpected incremental costs
controls and risk management. As a relatively small Group
within the next 12 months then there is a risk that the Group
there is not the scope for the level of internal control that larger
and Company may require cash sooner than 16 months and
organisations facilitate. Much of the control environment relies
potentially within the next 12 months.
on close supervision of subsidiary units and strict control of cash
resources from the central finance team under the direction of The Directors are confident the funding required by the
the Chief Financial Officer. The Audit Committee, on behalf of Company and Group to continue as a going concern will be
the Board, has again reviewed the effectiveness of the internal secured within a period of 16 months from the date of approval
controls and risk management. The Committee also discussed the of the financial statements and have therefore prepared the
internal control framework with the Group’s external auditors and financial statements on a going concern basis. However, as at
risks relating to fraud that the Group faces. the date of approval of the financial statements no additional
funding is committed. Should additional funding not be
In time and as the Group becomes larger we will consider the
secured, most likely through new equity debt or customer
need for an internal audit function and a dedicated risk function.
contracts, within 16 months from the date of approval of these
The Committee also received and considered reports from financial statements the Group would not be a going concern.
the external auditors, PricewaterhouseCoopers LLP, which
As such, these conditions indicate the existence of a material
included control findings relevant to their audit. The proper
uncertainty that may cast significant doubt on the Group’s
clearance of matters raised is monitored by the Committee.
ability to continue as a going concern. The financial statements
There is an ongoing process to identify, evaluate and manage do not include the adjustments that would arise if the Group
the risks faced by the Group. Each business unit or function were unable to continue as a going concern.
reports quarterly on key risks identified and measures being
taken to optimise those risks. These are summarised and The Committee is satisfied this is an appropriate basis of
reported to the Committee by the CFO before being passed preparation and appropriately disclosed in the financial statements.
to the full Board by the Committee.
Audit Committee report continued
Significant reporting issues and judgements being recognised over a shorter time period. The Committee
With the exception of Covid-19, the areas the Audit Committee was in agreement with this assessment.
has been concerned about are similar to prior years and are • The application of IFRS 15 on revenue recognition. The
listed a little later in the report. Committee has reviewed the application of the IFRS for both
Covid-19 has had a significant impact both on the Group interim and final financial statements and is content with the
and its counterparties during 2021 as outlined earlier in this application as applied by management.
Annual Report. • The capitalisation of development costs and intangible
Key Group issues included: assets as required under IAS 38 with a specific view to
understand how management determined whether to
• The amount of new business that could be generated, the capitalise internally developed software. Management
investment in the US sales team (ie planned increased costs) reviewed whether there was any change in the financial
and whether these impacted our going concern assessment. circumstances of the business which warranted
• With the offices closed for much of 2021 the Group capitalisation of these costs. Given the continued uncertainty
successfully continued with home working. Particular attention over future cash flows, management has determined that
has been paid to cyber risks as well as operational resilience it would not be appropriate to capitalise any internally
to deliver what we have promised our clients and customers. developed software. This was reviewed for both the interim
accounts as at 30 June 2021 and for this set of financial
• Attention has been applied to our counterparties to ensure statements for the year ended 31 December 2021. The
we do not suffer financial loss or an operational failure. Committee was in agreement with the assessment.
The Committee reviewed the following significant reporting
matters and areas where judgement had been applied during External audit
the year: The Committee considered a number of areas when
reviewing the external auditors’ appointment, specifically their
• The recoverability of R&D tax credits. During the year the performance in undertaking the audit, the scope of the audit
company reviewed its approach to claiming R&D tax credits and terms of engagement, their independence and objectivity,
and re-opened the previously submitted 2019 and 2020 R&D and their re-appointment and remuneration.
claims. The revised 2019 claim was submitted to HMRC late
in 2021 and payment for this was received in January 2022. The external auditors report to the Committee on actions taken
On the basis of the successful submission of the revised to comply with professional and regulatory requirements.
2019 R&D claim management have assumed this basis of The Group has not used PricewaterhouseCoopers LLP for any
R&D cost calculations for tax purposes will continue for the non-audit services.
revised 2020 claim and the 2021 claim. The Committee was
in agreement with the assessment. The Committee is satisfied with the independence, objectivity
and effectiveness of PricewaterhouseCoopers LLP and has
• The application of IFRS 2 for measurement of the share- recommended to the Board that the auditors be re-appointed.
based payment charge. For option-based share-based There will be a resolution to this effect at the forthcoming
payments management estimates certain factors used in Annual General Meeting.
the option pricing model, including volatility, vesting date
of options and number of options likely to vest. If these
estimates vary from actual occurrence, this will impact
the value of the equity carried in reserves. The main area
of judgement related to the estimated vesting period over Bob Head
which to spread the share based payment charge for the Non-executive Director
market performance options issued in the prior year. After 10 May 2022
reviewing data from Binomial modelling and uncertainty over
whether price triggers for the vesting of the options would
be met it was decided to spread the share based payment
charge for these options over their full 10 year lifespan
with true-ups when bands of options actually vested. An
estimated vesting period of less than 10 years would have
led to the share based payment charge for these options

Remuneration Committee report
SETTING AND
REVIEWING
REMUNERATION
The Committee’s main responsibilities are to:
1. Set the remuneration policy for all Executive Directors
and the Company’s Chair, including pension rights
and any compensation payments. None of the
Directors or senior managers are involved in any
decision about their own remuneration.
2. Recommend and monitor the level and structure
of remuneration for senior management. We have
defined “senior management” as someone earning
more than £100,000 per annum.
3. Review the ongoing appropriateness and relevance
of overall remuneration policy.
4. Determine the individual remuneration packages
of Executive Directors and other senior executives,
Number of meetings
and attendance
including bonuses and incentive payments
Member while in post in consultation with the Chair and/or CEO,
Bob Head (Chair) 5/5 as appropriate.
Alastair Kilgour 5/5 5. Obtain reliable, up-to-date information about

remuneration in other companies of comparable
Dr Mark Reilly scale, stage of development and complexity.
(until 24 February 2021) 1/1
6. Approve the design of, and determine targets for, any
Kelsey Lynn Skinner
performance related pay schemes and approve the
(from 24 February 2021) 4/4
total annual payments made under them.
7. Review the design of all share incentive plans and, if
I am pleased to present the Remuneration Committee Report awards are made, the overall amount of those awards
for the year ended 31 December 2021. to Executive Directors and other senior executives
along with any performance targets to be used.
The Remuneration Committee currently consists of three Non-
executive Directors. Serving with me were Alastair Kilgour and 8. Set the policy for, and scope of, pension arrangements
Kelsey Lynn Skinner (who replaced Mark Reilly after our first for each Executive Director and other senior executives.
meeting of 2021 – and I would like to thank Mark for his help
9. Oversee any major changes in employee benefit
and counsel). The Terms of Reference for the Committee also
structures throughout the Group.
allow the Company Chairman to attend Committee meetings.
Our meetings have been both formal and informal over
the course of 2021. We have had five formal meetings and
attendance was 100%. Remuneration policy
Our remuneration policy is set to attract, retain and motivate
The Chief Executive Officer and Chief Financial Officer may be Executive management of the quality required to run the
invited to attend meetings of the Committee, but no Director Company successfully without paying more than necessary. Our
is involved in any decisions relating to their own remuneration. policy considers the Company’s risk appetite and the Company’s
None of the Committee has any personal financial interest (other stage of development and is aligned with the Company’s long-
than as shareholders), conflicts of interests arising from cross term strategic goals while ensuring that overall remuneration
directorships or day-to-day involvement in running the business. is consistent with the performance of the Group and retains a
balance between remuneration and shareholder value.

Remuneration Committee report continued
Remuneration policy continued

The Remuneration Committee reviews the performance of the Executive Directors and makes recommendations to the Board
on matters relating to remuneration, terms of service, granting of share options and other equity incentives.
The Quoted Company Alliance’s guidance on the remuneration report asks for a table explaining the future policy providing
detail by each component of the remuneration of the Executive Directors.
Purpose and how it supports The maximum amount that
Component of remuneration the Company strategy How the component operates can be paid out Performance metrics
Basic pay Recruit, retain and Monthly pay into a The Remuneration Performance in line
motivate. It therefore bank account. Committee fix with the contract
has to be competitive. the amount. and the expectations
of the Board. If the
individual persistently
fails to deliver then
the contract will be
terminated.
Annual bonus The Executive Metrics are set in The maximum amount See opposite under
Directors’ annual advance by the payable to the CEO Executive bonuses.
bonus is set out below Remuneration and CFO for 2021 are
and is designed to Committee for all £211,750 and £63,525.
support the short- employees.
term achievements
The Executive Directors
of our targets.
have a similar bonus
scheme to other
employees except
they also have ESG
objectives as well.
Long-term The current long-term The options are The number of shares For the CEO the bigger
incentive incentive payments explained below. are fixed as explained share of his option
payments are share options. The below. The total amount package vests only
better the performance that could be earned when certain share
of the Company under the scheme price trigger points
then the better the is dependent on the are met. The exercise
share price. share price. price of these options
was set at market price
on the date they were
awarded. For the CFO
options were granted
at market price on the
date of award and
there are no further
performance metrics.
The performance metrics of the annual bonus will change over time as the stage of development of the Company changes.
For now the annual bonus focuses on establishing the business. As time moves on we will migrate to a mix of annual financial
performance and indicators that measure the creation of value in future years. We will wish to create a balance between building
a valuable business while at the same time meeting short-term targets. We believe that simple short-term financial targets are
insufficient unless there are clear “business building” targets. There is a difference in the annual bonus targets between the
Executive Directors and other employees. This is explained below. In addition designated sales staff have targets based on sales.
The share options are of standard construction though in the case of the CEO the number of options available is driven by
targeted increases in the share price. In the short term we believe this is appropriate. In the longer term we will review the
form of the long-term incentive. The current arrangements run until H1 2023.
The difference between the arrangements for Executive Directors and other employees essentially relates to the scale of the
long-term incentive element which is greater than for other employees. Both the CEO and CFO are part of the Company-wide
short-term incentive scheme. This scheme applies to all staff other than designated sales staff who have separate commission
arrangements. The CEO’s and CFO’s KPIs are similar to the broader company scheme with the exception that they have an ESG
related target. In all cases maximum awards are defined as a percentage of salary which generally varies by level of seniority.
In the case of the CEO the maximum award is 50% of base salary and 30% in the case of the CFO.

There are provisions in the agreements for bad leavers and Measure % bonus pool % achieved
clawback. In addition, Board approval is required for any Sales 38% —
disposal of shares acquired under the Company’s long-term Cost 19% 19%
incentive scheme.
Production efficiency 19% 19%
Supply pipeline 9.5% —
Major decisions on Directors’ remuneration
There have been no adjustments to the long-term ESG 5% 5%
incentive arrangements. Demand pipeline 9.5% 9.5%
It is not envisioned there will be a material change in fees Total 100% 52.5%
of the Directors in the coming 12 months.
For 2021 the CEO and CFO were awarded bonuses totalling
No other decisions are considered material. £111,169 and £33,350 respectively. These were triggered by
meeting the above performance criteria in the financial year ended
Directors’ service contracts 31 December 2021. These payments are normally made in March
Under the terms of the service agreements in place with of the following financial year.
Executive Directors, either party must give six months’ written For 2022 we will be keeping the same broad shape of the bonus
notice to terminate those service agreements. Under the scheme and tailoring the measures more specifically to reflect
terms of the service agreements in place with Non-executive the differing roles of the CEO and CFO. We will also explicitly
Directors, either party must give three months’ written notice include a discretionary element for the Remuneration Committee to
to terminate that appointment. assess the personal contributions to building the business of each
Executive Director. We are also introducing a departmental element
Compensation for early termination for Executive Directors for other staff.
is generally limited to six months’ base salary and benefits.
Any entitlements under incentive plans would ordinarily lapse Pensions
in accordance with the terms of the relevant plan, unless the The Company operates a defined contribution pension scheme
Remuneration Committee exercises its discretion as provided open to all UK Executive Directors and employees. The Company
under the incentive scheme rules. also operates a 401k scheme for its US staff. Arrangements in
other markets are based on statutory requirements.
Staff and Director bonuses
The Company operates a performance related bonus Non-executive Directors
scheme for all staff, including Executive Directors, other than Remuneration of the Non-executive Directors is determined
by the Executive Directors with the exception of the Chair
designated sales staff. For 2021 the measures, their weighting
whose remuneration is determined by the other Non-executive
and achievement were as follows for staff:
Directors. The Non-executive Directors did not receive an
Measure % bonus pool % achieved increase in their remuneration.
Sales 40% — As noted last year, the Remuneration Committee reviewed
Cost 20% 20% the role of the Chairman and CEO as it was concerned that
Production efficiency 20% 20% the CEO spends a significant portion of his time managing
investor relations, both existing shareholders and potential
Supply pipeline 10% —
new investors. We attach great importance to having excellent
Demand pipeline 10% 10% relations with existing shareholders and potential investors and
Total 100% 50% to that end it was agreed that the Chair would take on a larger
role with respect to investor relations to allow the CEO to focus
The bonus expense excluding Executive Directors under the more on growing the business. We envision the Chairman’s new
Company scheme and sales bonus arrangements for 2021 and existing roles will take approximately 60 days per annum.
was £552,869. Non-executive Directors are not entitled to pensions, annual
Designated sales staff, of which the Company currently has bonuses or employee benefits. They are entitled to participate
11, have bespoke short-term bonus arrangements that are in share option arrangements relating to the Company’s
linked entirely to Company revenue performance. These shares, and both the Chairman and I have share option
arrangements are discussed and reviewed at least annually arrangements that were explained in the 2019 report and are
disclosed elsewhere. The Board does not consider that this
by the Remuneration Committee. The bonus is not a simple
compromises the independence of either Director.
percentage of revenue but rather based on revenue targets.
The Non-executive Directors have also invested personally
We expect to have a similar bonus structure for 2022 although in the Company. The Board is very aware of its obligations to
we have decided that there will be an increased percentage all stakeholders under s172. The Board does not believe their
for staff (excluding the Executive Directors) based on investment has compromised their independence.
departmental goals. Each of the Non-executive Directors has a contract stating
The Executive Directors had a slightly different mix of measures their annual fee and that their appointment is initially for a term
to the other employees as they have specific ESG objectives of three years from the date of admission, subject to re-election
accounting for a maximum of 5% of their bonus eligibility with at the Company’s Annual General Meeting.
other measures proportionately reduced as follows:

Remuneration Committee report continued
Non-executive Directors continued

Their appointment may be terminated with three months’ written notice at any time.
The annual fee for John Pearson as Chair was £75,000 for 2021. My annual fee remained at £30,000 plus £5,000 for each
Committee I chair. The remaining Non-executive Directors’ annual fees are £20,000 per annum. There are no pension
arrangements or short-term bonuses for Non-executive Directors.
Staff and Directors’ share options

The Remuneration Committee agreed to award new three-year options to a range of the Company’s staff on 1 November 2021.
These options were designed to retain and motivate a wider range of the Company’s employees than had historically been
included in the Company’s Long-Term Incentive Plan. These options were market priced and the date of grant and vest in equal
instalments in November 2023, November 2024 and November 2025. In total options to purchase 4,481,501 shares were granted
to 35 staff. The exercise price for these options is 34p.
Aggregate emoluments disclosed below do not include any amounts for the value of options to acquire Ordinary Shares in the
Company granted to or held by the Directors. Details of the option arrangements for the Chair, independent Non-executive
Director, CFO and CEO are disclosed in full in the Annual Report and Accounts.
The Remuneration Committee agreed a new three-year arrangement for the Company’s senior staff, including the CFO, in May 2020.
Under this arrangement options were awarded at market price based on a multiple of salary and which vest monthly over the 36 months
from May 2020 to May 2023. These options are only capable of exercise at the end of the 36-month period. Should an employee leave
the Company for any reason, other than as a bad leaver, the vested options are retained by that employee and those vested options can
be exercised at the end of the 36-month period. None of the Directors exercised any options during the year.
All vested options expire 10 years after the date of grant.
Details of options for Directors who served during the year are as follows:
Options at
31 December
Pearson
2021 Vesting dates Exercise price
Executive
Stephan Beringer 2,102,454 1 Oct 2019/20/21 £0.00001
5,500,000 Perfomance dependent * £0.15
David Dorans 394,210 12 Nov 2019/20/21 £0.195
1,660,800 18 May 2023 £0.15
Non-executive
John Pearson 225,000 16 Oct 2018/19/20 £0.62
1,250,600 2 Apr 2020/1 Oct 2020/21 £0.00001
1,349,400 Perfomance dependent * £0.15
Bob Head 400,000 13 Jun 2020/21/22 £0.00001
400,000 Perfomance dependent * £0.15
Dr Mark Reilly (until 24 February 2021) — — —
Kelsey Lynn Skinner (from 24 February 2021) — — —
Alastair Kilgour — — —
* These options will only vest if certain share price targets are achieved. Two of the targets were met in 2020 and none in 2021
Directors’ remuneration
Employer’s Other Share-based
Salary/fees Bonus pension benefits payment Total 2021 Total 2020
£000 £000 £000 £000 £000 £000 £000
Executive
Stephan Beringer 424 111 25 — 118 678 703
David Dorans 212 33 11 1 88 345 312
Non-executive
John Pearson 75 — — — 24 99 176
Dr Mark Reilly 3 — — — — 3 20
Kelsey Lynn Skinner 17 — — — — 17 —
Alastair Kilgour 20 — — — — 20 20
Bob Head 40 — — — 10 50 70
791 144 36 1 240 1,212 1,301
There are no long-term employment benefit or incentive schemes in place other than share options. See note 20 to the financial
statements to see the basis of calculation of this charge.
Following annual pay reviews and appraisals the CEO and CFO’s salaries were increased by 4.5% effective 1 January 2022
to £442,500 and £221,250 respectively.
Shareholder consultations were held on the CEO’s long-term incentives last year as reported in the 2019 accounts. There have
been no other consultations this year.
There were no payments for loss of office.
We are required to disclose how Directors’ shareholdings at the end of the reported financial year compare to any shareholding
guidelines in place. The Company does not have any shareholding guidelines in place. That said we believe that the existing
shareholdings motivate the right performance and are aligned to the interests of shareholders.
We have included a line graph which shows the total shareholder return of the Company since the Company’s admittance to AIM
and compared this to a benchmark of AIM technology stocks above £10 million market cap and less than £500 million market cap
over the same period.
300
250
200
150
100
Appointment of
Stephan Beringer as Appointment of
CEO: 1 Oct 2018
Chairman: 20 Apr 2019
50
0
Dec 17 Jun 18 Dec 18 Jun 19 Dec 19 Jun 20 Dec 20 Jun 21 Dec 21
Mirriad Select Tech Peers
Historical Chief Executive Officer pay

The table below details the Chief Executive Officer’s single total figure of remuneration and the short-term and performance
long‑term incentive outcomes for 2020 and 2021.
2020 2021
Stephan Beringer
Chief Executive Officer single figure (£000) 703 678
Annual bonus (% of max) 30% 52.5%
LTIP performance options vesting (% of max) 22% 0%
There are no plans to alter materially the remuneration policy or practice in the coming year.
No external consultants have been used to advise the Remuneration Committee during 2021 although we do review pay studies
that are freely available.
Bob Head
Non-executive Director
10 May 2022
Directors’ report
Directors’ report Directors’ shareholdings

The Directors present their Annual Report and the audited The beneficial interests of the Directors in the share capital
consolidated financial statements of the Group for the year of the Company at 31 December 2021 and at 31 March 2022
ended 31 December 2021. were as follows:
Number Percentage of
Country of incorporation of Ordinary issued Ordinary
Mirriad Advertising plc is a public company limited by shares, Shares held Share capital
listed on AIM and incorporated and registered in England Executive Directors

and Wales. The registered office address is given on the Stephan Beringer 358,333 0.13%
information page inside the back cover of this document. David Dorans 523,857 0.19%
Non-executive Directors
Review of business and future developments John Pearson 261,666 0.09%
The Chairman’s Statement (pages 8 and 9), the Chief Alastair Kilgour 791,668 0.28%
Executive’s Statement (pages 10 to 12 and the Financial Bob Head 183,333 0.07%
Review (pages 24 to 26 report on the performance of the
Kelsey Lynn Skinner 12,000 0.00%
Group during the year ended 31 December 2021 and its
prospects for the future.
Employees
Directors The Group’s Executive management regularly delivers
The Directors of the Group during the year and up to the Company-wide “Town Hall” style briefings on the Group’s
date of signing the financial statements were: strategy and performance. These briefings contain details
of the Group’s financial performance where appropriate.
• John Pearson – appointed 2 October 2017
The Group remains committed to fair treatment of people
• Stephan Beringer – appointed 1 October 2018 with disabilities in relation to job applications, training,
promotion and career development. Every effort is made to
• David Dorans – appointed 19 December 2017
find alternative jobs for those who are unable to continue in
• Alastair Kilgour – appointed 19 December 2017 their existing job due to disability. The Group takes a positive
approach to Equality & Diversity. The Group promotes
• Bob Head – appointed 13 June 2019
equality in the application of reward policies, employment and
• Kelsey Lynn Skinner – appointed 24 February 2021 development opportunities, and aims to support employees in
balancing work and personal lifestyles.
• Mark Reilly – resigned 24 February 2021
Financial instruments
Significant shareholders Full details of the Group’s risk management policies and
The Company is informed that, at 31 March 2022, individual
its exposure to financial risk are set out in note 3 to the
registered shareholdings of more than 3% of the Company’s
financial statements.
issued share capital were as follows:
Number of Percentage of Directors’ indemnities and Directors’
Ordinary issued Ordinary
Shares held Share capital and officers’ liability insurance
M&G Investments 36,616,666 13.1% The Company’s articles of association permit the Company
Parkwalk Advisors 35,977,908 12.9% to indemnify Directors of the Company in accordance with
the Companies Act 2006. Directors’ and officers’ liability
IP Group* 34,393,570 12.3%
insurance, which constitutes a qualifying third-party indemnity
Investec Wealth & Investment 25,616,056 9.2%
provision as defined by section 234 of the Companies Act
Chelverton Asset Management 14,000,000 5.0%
2006, was in place during the financial year and also at the
Hargreaves Lansdown 12,760,542 4.6% date of approval of these financial statements.
Ninety One 12,270,369 4.4%
Janus Henderson Investors 10,978,777 3.9% Annual General Meeting
Columbia Threadneedle The Annual General Meeting of the Group is to be held on
Investments 8,466,924 3.0% 13 June 2022. The notice of meeting appears on page 96
of these financial statements.
* Held by its subsidiary IP2IPO Portfolio LP acting by its general partner IP2IPO
(GP) Limited

Political and charitable donations
During the year ended 31 December 2021 the Group made
political donations of £nil (2020: £nil) and charitable donations
of £nil (2020: £nil).
Supplier payment policy and practice

The Group does not operate a standard code in respect
of payments to suppliers. The Group agrees terms of
payment with suppliers at the start of business and then
makes payments in accordance with contractual and other
legal obligations.
Strategic Report
Pursuant to section 414c of the Companies Act 2006 the
Strategic Report on pages 2 to 39 contains disclosures
in relation to dividends, R&D activity and post balance
sheet events.
Independent auditors
In accordance with section 489 of the Companies Act, a
resolution for the re-appointment of PricewaterhouseCoopers
LLP as auditors of the Company is to be proposed at the
forthcoming Annual General Meeting.
On behalf of the Board
David Dorans
Director
10 May 2022

Statement of Directors’ responsibilities

In respect of the financial statements
The directors are responsible for preparing the Annual report The directors are also responsible for keeping adequate
and the financial statements in accordance with applicable accounting records that are sufficient to show and explain
law and regulation. the group’s and company’s transactions and disclose with
reasonable accuracy at any time the financial position of
Company law requires the directors to prepare financial
the group and company and enable them to ensure that the
statements for each financial year. Under that law the directors
financial statements comply with the Companies Act 2006.
have prepared the group and the company financial statements in
accordance with UK-adopted international accounting standards. The directors are responsible for the maintenance and integrity
of the company’s website. Legislation in the United Kingdom
Under company law, directors must not approve the financial
governing the preparation and dissemination of financial
statements unless they are satisfied that they give a true and
statements may differ from legislation in other jurisdictions.
fair view of the state of affairs of the group and company and
of the profit or loss of the group for that period. In preparing
the financial statements, the directors are required to: Directors’ confirmations
The directors consider that the Annual report and accounts,
• select suitable accounting policies and then apply taken as a whole, is fair, balanced and understandable and
them consistently; provides the information necessary for shareholders to assess
• state whether applicable UK-adopted international the group’s and company’s position and performance,
accounting standards have been followed, subject to business model and strategy.
any material departures disclosed and explained in In the case of each director in office at the date the directors’
the financial statements; report is approved:
• make judgements and accounting estimates that are • so far as the director is aware, there is no relevant audit
reasonable and prudent; and information of which the group’s and company’s auditors
• prepare the financial statements on the going concern are unaware; and
basis unless it is inappropriate to presume that the group • they have taken all the steps that they ought to have taken as
and company will continue in business. a director in order to make themselves aware of any relevant
The directors are responsible for safeguarding the assets audit information and to establish that the group’s and
of the group and company and hence for taking reasonable company’s auditors are aware of that information.
steps for the prevention and detection of fraud and
other irregularities.

Independent auditors’ report
To the members of Mirriad Advertising plc
Report on the audit of the financial statements

Opinion
In our opinion, Mirriad Advertising plc’s group financial statements and company financial statements (the “financial statements”):
• give a true and fair view of the state of the group’s and of the company’s affairs as at 31 December 2021 and of the group’s loss
and the group’s and company’s cash flows for the year then ended;
• have been properly prepared in accordance with UK-adopted international accounting standards; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report, which comprise: the Consolidated and
Company balance sheets as at 31 December 2021; the Consolidated statement of profit or loss, the Consolidated statement
of comprehensive income, the Consolidated and Company statement of changes in equity, the Consolidated and Company
statement of cash flows for the year then ended; and the notes to the financial statements, which include a description of the
significant accounting policies.
Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
Material uncertainty related to going concern

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure
made in note 1.1.1 to the financial statements concerning the group’s and the company’s ability to continue as a going concern.
The Directors have prepared financial forecasts which indicate that, although the group and company is expected to have
sufficient cash available to meet their debts and liabilities in the 12 month period following the approval of these financial
statements, additional funding will be required within 16 months of the date of approval of the financial statements. Additionally,
the Directors have forecast a severe but possible downside scenario which indicates that there is a risk that the Group and
Company may require cash within the 12 month period following the approval of these financial statements. At the date of signing
these financial statements this additional funding is not committed. These conditions, along with the other matters explained in
note 1.1.1 to the financial statements, indicate the existence of a material uncertainty which may cast significant doubt about the
group’s and the company’s ability to continue as a going concern. The financial statements do not include the adjustments that
would result if the group and the company were unable to continue as a going concern.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue to adopt the going concern basis
of accounting included:
• Testing the mathematical integrity of the cash flow forecasts and the models and reconciled these to Board approved budgets;
• Agreeing the cash on hand balance at 31 December 2021 to bank confirmations, bank statements and bank reconciliations;
• Comparing the actual results for the first quarter of 2022 to the original budget made for FY2022 to assess the range of
sensitivity analysis to be performed; and
• Performing sensitivity analysis of a possible downside scenario including if net cash outflow increased by 5%–15%.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections
of this report.

FINANCIAL STATEMENTS
Independent auditors’ report continued

Our audit approach

Overview
Audit scope
• There are five reporting units in the Group: Mirriad Advertising plc (which records the majority of Group activity), Mirriad Inc.
(which records all of the activity in the US), Mirriad Advertising Private Limited (India), Mirriad Software Science and Technology
(Shanghai) Co. Ltd and Mirriad Ltd, a dormant entity. For each reporting unit we determined whether we required an audit of
its complete financial information (“full scope”) or whether specified procedures addressing specific risk characteristics or
particular financial statement line items would be sufficient. It was assessed that Mirriad Advertising plc is the only reporting
unit requiring a full scope audit with the other reporting units contributing 15% to loss before tax and 5% of Group total assets.
For the remaining reporting units that are not considered in scope we have performed procedures to identify any unusual or
unexpected transactions or balances and audited material revenue balances in the US and China. We have not performed
anything on Mirriad Ltd. as it is a dormant entity.
Key audit matters

• Material uncertainty related to going concern.
• Fraud in revenue recognition (group and parent).
Materiality
• Overall group materiality: £573,500 (2020: £454,500) based on 4.8% of loss before tax.
• Overall company materiality: £516,200 (2020: £408,000) based on 5% of Loss before Tax.
• Performance materiality: £430,100 (2020: £340,800) (group) and £387,100 (2020: £306,000) (company).
The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not
due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on
the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to going concern, described in the Material uncertainty related to going concern section above, we determined the
matters described below to be the key audit matters to be communicated in our report. This is not a complete list of all risks
identified by our audit.
Covid-19 consideration, which was a key audit matter last year, is no longer included because of the impact of Covid-19
is no longer such a material concern for the business. Otherwise, the key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Fraud in revenue recognition (group and parent) We understood how management recognise and process
Fraud in revenue recognition is considered a key audit matter revenue. We have assessed the accounting for revenue in
given the inherent nature of the business, as a listed accordance with IFRS 15 including the significant contract
Technology company, with the primary objective to grow recognised on a ‘stand ready’ basis. We have obtained
revenue and become profitable. The majority of revenue is detailed revenue listings for the UK, US and China entities and
recognised once the Native In Video Advertising (“NIVA”) agreed these to the general ledger; We obtained 90%
service (inserting advertising into content) has been provided coverage over revenues by performing the following: 1) testing
to the customer. The timing of when the service is delivered, a sample of revenue transactions to sales invoices and also to
and therefore when revenue is recognised, is not complex or customer buy (purchase) orders and/or contracts and/or
judgemental. The key risk is considered to be in relation to the written communications; 2) agreeing all sampled revenue
occurrence of revenue – that a customer exists and the service transactions to subsequent customer cash receipts; 3) testing
has been provided. There is one large customer contract that the one off customer contract recognised overtime on a ‘stand
is recognised ‘over time’ because of the requirement for ready’ basis, and, 4) testing unusual journal entries which
Mirriad to maintain a ‘stand ready’ team to deliver the insertion increase revenue and corroborated the validity of those
service over the term of the arrangement for which Mirriad are transactions to supporting documentations. We found no
paid a fixed fee. Please refer to notes 2.5 and 4 in the material misstatements from our testing.
consolidated financial statements.

How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the group and the company, the accounting processes and controls,
and the industry in which they operate.
The Group’s accounting process is structured around a central finance function based in the UK. The finance function has
control and oversight of all overseas territories, even where the overseas territories have a small local finance function.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent
of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – group Financial statements – company
Overall materiality £573,500 (2020: £454,500). £516,200 (2020: £408,000).

How we determined it 4.8% of loss before tax 5% of Loss before Tax
Rationale for benchmark applied. Based on the benchmarks used in the annual Based on the benchmarks used in
report, loss before tax is the primary measure the annual report, loss before tax is the
used by the shareholders in assessing the primary measure used by the shareholders in
performance of the Group, and is a generally assessing the performance of the Company,
accepted auditing benchmark. The materiality and is a generally accepted auditing
rule of thumb is consistent with the prior year. benchmark. The materiality rule of thumb
is consistent with the prior year.
For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality.
The range of materiality allocated across components was £200,000–£300,000. Certain components were audited to a local
statutory audit materiality that was also less than our overall group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope
of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example
in determining sample sizes. Our performance materiality was 75% (2020: 75%%) of overall materiality, amounting to £430,100
(2020: £340,800) for the group financial statements and £387,100 (2020: £306,000) for the company financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range
was appropriate.
We agreed with those charged with governance that we would report to them misstatements identified during our audit above
£28,675 (group audit) (2020: £19,750) and £25,808 (company audit) (2020: £17,775) as well as misstatements below those
amounts that, in our view, warranted reporting for qualitative reasons.


Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’
report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover
the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated
in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial
statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based
on these responsibilities.
With respect to the Strategic report and Directors’ Report, we also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions
and matters as described below.
Strategic report and Directors’ Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and
Directors’ Report for the year ended 31 December 2021 is consistent with the financial statements and has been prepared
in accordance with applicable legal requirements.
In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit,
we did not identify any material misstatements in the Strategic report and Directors’ Report.
Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for the preparation of
the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view.
The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the group or the company or to cease operations, or have no realistic
alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and
regulations related to Companies Act 2006, and we considered the extent to which non-compliance might have a material effect
on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial
statements (including the risk of override of controls), and determined that the principal risks were related to management
override of controls with purpose of overstating revenue and/or understating costs. Audit procedures performed by the
engagement team included:
• H
olding regular discussions with management to understand any new risks, litigation or matters identified (including any
significant and material one off transactions) and made enquiries as to any instances of known or suspected fraud;
• C
onsidering the management incentives in place and how fraud could be perpetrated to manipulate the measures that
impact incentives;
• Utilising our data analysis tool to identify and test journals, and confirming completeness;
• F
ocussing our testing of journals on unusual “Users”, unusual entries against revenue and liabilities. We select these journals to
test as they have a higher likelihood of fraud;
• R
eviewing significant judgemental areas, estimates and significant assumptions used in calculations particularly over the
accruals balances and share based payments; and
• Reviewing Board of Directors meeting minutes.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of
non‑compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error,
as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations.
We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit
sampling to enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.


Responsibilities for the financial statements and the audit continued

Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
Other required reporting

Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received
from branches not visited by us; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• the company financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Gareth Murfitt (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Reading
10 May 2022

Consolidated statement of profit or loss
For the year ended 31 December 2021
Year ended Year ended

31 December 31 December
2021 2020
Note £ £
Revenue 5 2,009,721 2,179,919

Cost of sales (293,627) (244,359)
Gross profit 1,716,094 1,935,560
Administrative expenses 6 (13,936,458) (11,216,312)
Other operating income 6 200,982 188,306
Operating loss (12,019,382) (9,092,446)
Finance income 8 9,907 34,339
Finance costs 8 (10,768) (30,702)
Finance (costs)/income – net (861) 3,637
Loss before income tax (12,020,243) (9,088,809)
Income tax credit 10 1,047,771 32,429
Loss for the year (10,972,472) (9,056,380)
Loss per Ordinary Share – basic 11 (4p) (4p)
All activities are classified as continuing.

The Company has elected to take the exemption under section 408 of the Companies Act 2006 from presenting the parent
company profit and loss account.
Consolidated statement of comprehensive income

Year ended Year ended

31 December 31 December
2021 2020
£ £
Loss for the financial year (10,972,472) (9,056,380)

Other comprehensive loss
Items that may be reclassified to profit or loss:
Exchange differences on translation of foreign operations (216,756) (646)
Total comprehensive loss for the year (11,189,228) (9,057,026)
Items in the statement above are disclosed net of tax. The income tax relating to each component of other comprehensive income
is disclosed in note 10.

Consolidated and Company balance sheets

At 31 December 2021
Group Company
As at As at As at As at
31 December 31 December 31 December 31 December
2021 2020 2021 2020
Note £ £ £ £
Assets
Non-current assets
Property, plant and equipment 12 767,396 636,543 644,219 465,626
Intangible assets 13 — — — —
Investments 9 — — 420,907 420,907
Trade and other receivables 14 162,962 186,021 162,962 162,962
930,358 822,564 1,228,088 1,049,495
Current assets
Trade and other receivables 14 1,892,152 1,475,785 435,519 485,475
Other current assets 1,116,320 72,993 1,116,320 72,993
Cash and cash equivalents 24,501,214 35,421,396 23,720,249 34,727,579
27,509,686 36,970,174 25,272,088 35,286,047
Total assets 28,440,044 37,792,738 26,500,176 36,335,542
Liabilities
Non-current liabilities
Lease liabilities 24 411,993 204,437 411,993 152,340
411,993 204,437 411,993 152,340
Current liabilities
Trade and other payables 15 2,866,773 1,913,845 1,674,265 1,190,257
Current tax liabilities 15 2,481 13,361 — —
Lease liabilities 24 217,825 390,220 158,433 271,600
3,087,079 2,317,426 1,832,698 1,461,857
Total liabilities 3,499,072 2,521,863 2,244,691 1,614,197
Net assets 24,940,972 35,270,875 24,255,485 34,721,345
Equity and liabilities
Equity attributable to owners of the parent
Share capital 17 52,690 52,688 52,690 52,688
Share premium 17 65,754,666 65,710,297 65,754,666 65,710,297
Share-based payment reserve 18 3,665,525 2,850,571 3,665,525 2,850,571
Retranslation reserve 19 (360,054) (143,298) — —
Accumulated losses (44,171,855) (33,199,383) (45,217,396) (33,892,211)
Total equity 24,940,972 35,270,875 24,255,485 34,721,345
The Company loss for the year is £11,325,185 (2020: £9,115,731). The financial statements on pages 65 to 95 were approved by
the Board of Directors on 10 May 2022 and signed on its behalf by:
David Dorans
Chief Financial Officer
Mirriad Advertising plc

Company number: 09550311

Consolidated statement of changes in equity
Year ended 31 December 2020

Share-based Retranslation Accumulated
Share capital Share premium payment reserve reserve losses Total equity
Note £ £ £ £ £ £
Balance at 1 January 2020 52,029 40,932,183 2,500,944 (142,652) (24,143,003) 19,199,501

Loss for the financial year — — — — (9,056,380) (9,056,380)
Other comprehensive loss for
the year 19 — — — (646) — (646)
Total comprehensive loss for
the year — — — (646) (9,056,380) (9,057,026)
Proceeds from shares issued 17 659 26,228,815 — — — 26,229,474
Share issue costs 17 — (1,450,701) — — — (1,450,701)
Share-based payments
recognised as expense 18 — — 349,627 — — 349,627
Total transactions with
shareholders recognised directly
in equity 659 24,778,114 349,627 — — 25,128,400
Balance at 31 December 2020 52,688 65,710,297 2,850,571 (143,298) (33,199,383) 35,270,875

Share-based Retranslation Accumulated
Share capital Share premium payment reserve reserve losses Total equity
Note £ £ £ £ £ £
Balance at 1 January 2021 52,688 65,710,297 2,850,571 (143,298) (33,199,383) 35,270,875

Loss for the financial year — — — — (10,972,472) (10,972,472)
Other comprehensive loss for
the year 19 — — — (216,756) — (216,756)
Total comprehensive loss for
the year — — — (216,756) (10,972,472) (11,189,228)
Proceeds from shares issued 17 2 44,369 — — — 44,371
Share-based payments
recognised as expense 18 — — 814,954 — — 814,954
Total transactions with
shareholders recognised
directly in equity 2 44,369 814,954 — — 859,325
Balance at 31 December 2021 52,690 65,754,666 3,665,525 (360,054) (44,171,855) 24,940,972

Company statement of changes in equity


Share-based Accumulated
Share capital Share premium payment reserve losses Total equity
Note £ £ £ £ £
Balance at 1 January 2020 52,029 40,932,183 2,500,944 (24,776,480) 18,708,676

Loss for the financial year — — — (9,115,731) (9,115,731)
Total comprehensive loss for the year — — — (9,115,731) (9,115,731)
Proceeds from shares issued 17 659 26,228,815 — — 26,229,474
Share issue costs 17 — (1,450,701) — — (1,450,701)
Share-based payments recognised as expense 18 — — 349,627 — 349,627
Total transactions with shareholders recognised
directly in equity 659 24,778,114 349,627 — 25,128,400
Balance at 31 December 2020 52,688 65,710,297 2,850,571 (33,892,211) 34,721,345

Share-based Accumulated
Share capital Share premium payment reserve losses Total equity
Note £ £ £ £ £
Balance at 1 January 2021 52,688 65,710,297 2,850,571 (33,892,211) 34,721,345

Loss for the financial year — — — (11,325,185) (11,325,185)
Total comprehensive loss for the year — — — (11,325,185) (11,325,185)
Proceeds from shares issued 17 2 44,369 — — 44,371
Share-based payments recognised as expense 18 — — 814,954 — 814,954
Total transactions with shareholders recognised
directly in equity 2 44,369 814,954 — 859,325
Balance at 31 December 2021 52,690 65,754,666 3,665,525 (45,217,396) 24,255,485

Consolidated and Company statement of cash flows
Group Company
2021 2020 2021 2020
Note £ £ £ £
Cash flow used in operating activities 21 (10,450,796) (8,146,368) (10,781,098) (8,425,185)

Tax credit received 72,993 99,886 72,993 99,886
Taxation paid (46,928) (17,697) — —
Interest received 9,907 34,339 7,275 32,698
Lease interest paid (10,768) (30,702) (6,094) (16,305)
Net cash used in operating activities (10,425,592) (8,060,542) (10,706,924) (8,308,906)
Cash flow from investing activities
Investment in subsidiaries — — — (10,892)
Purchase of tangible assets 12 (159,250) (25,202) (79,271) (18,561)
Proceeds from disposal of tangible assets — 100 — 100
Net cash used in investing activities (159,250) (25,102) (79,271) (29,353)
Cash flow from financing activities
Proceeds from issue of Ordinary Share capital
(net of costs of issue) 17 44,371 24,778,773 44,371 24,778,773
Payment of lease liabilities (379,711) (363,346) (265,506) (255,295)
Net cash (used in)/generated from financing activities (335,340) 24,415,427 (221,135) 24,523,478
Net (decrease)/increase in cash and cash equivalents (10,920,182) 16,329,783 (11,007,330) 16,185,219
Cash and cash equivalents at the beginning of the year 35,421,396 19,091,613 34,727,579 18,542,360
Cash and cash equivalents at the end of the year 24,501,214 35,421,396 23,720,249 34,727,579
Cash and cash equivalents consists of:
Cash at bank and in hand 24,501,214 35,421,396 23,720,249 34,727,579
Cash and cash equivalents 24,501,214 35,421,396 23,720,249 34,727,579

Notes to the consolidated financial statements

1. Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have
been consistently applied to all the years presented.
1.1 Basis of preparation

On 31 December 2020, IFRS as adopted by the European Union at that date was brought into UK law and became UK-adopted
international accounting standards, with future changes being subject to endorsement by the UK Endorsement Board. Mirriad
Advertising Plc transitioned to UK-adopted international accounting standards in its consolidated financial statements on
1 January 2021. This change constitutes a change in accounting framework. However, there is no impact on recognition,
measurement or disclosure in the period reported as a result of the change in framework.
The financial statements of Mirriad Advertising plc have been prepared in accordance with UK-adopted International Financial
Reporting Standards (“IFRS”) and IFRS Interpretations Committee (“IFRS IC”) interpretations in conformity with the requirements
of the Companies Act 2006 applicable to companies reporting under those standards. The financial statements have been
prepared under the historical cost convention.
The preparation of financial statements in conformity with UK-adopted IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies.
The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to
the financial statements, are disclosed in note 4.
1.1.1 Going concern

The financial statements are prepared on a going concern basis, notwithstanding the Group having made a loss for the
year of £10.97 million (2020: £9.06 million). The going concern basis assumes that the Group and Company will have sufficient
funds available to continue to trade for the foreseeable future and not less than 12 months from the date of signing these
The Directors have prepared financial forecasts including cash flow forecasts for the period until 31 December 2024 for the
Group and the Company and these indicate that based on raising additional funding, they will have sufficient funds available
to meet their debts and liabilities as they fall due. The base case forecast indicates that the Group and Company will require
additional funds within 16 months of the date of approval of the financial statements. Although the Directors believe it is unlikely
that the Group and Company will require additional funds within 12 months of the date of signing of these financial statements, in
a more severe but possible downside scenario should there be unexpected incremental costs there is a risk that the Group and
Company may require funds within the next 12 months. The Directors have the ability to control costs and mitigate the impact of
any increase in costs, which principally relate to staff, by slowing expected hiring or flexing staff numbers. The Directors have
previously raised funds in 2019 and 2020 and are confident that additional funding can be raised most likely through new equity,
debt or customer contracts. As at the date of signing of these financial statements this is not committed.
As such these conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group and
Company’s ability to continue as a going concern. The financial statements do not include the adjustments that would arise if the
Group or Company were unable to continue as a going concern.
2. Accounting policies
2.1 Changes in accounting policy and disclosures
(a) New standards, amendments and interpretations
The Group has applied the following standards and amendments for the first time for the annual reporting period commencing
1 January 2021:
• Interest Rate Benchmark Reform Phase 2 – Amendments to IFRS 9, IAS 39, IFRS 7 and IFRS 16;
• Covid-19 related rent concessions beyond 30 June 2021 – Amendments to IFRS 16.
The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected
to significantly affect the current or future periods.
(b) New standards, amendments and interpretations not yet adopted

A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after
1 January 2022, and have not been applied in preparing these financial statements. These standards are not expected to have
a material impact on the entity in the current or future reporting periods or on foreseeable future transactions.
2.2 Business combinations

Business combinations are accounted for by applying the purchase method.
The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity
instruments issued plus the costs directly attributable to the business combination.

2. Accounting policies continued
2.2 Business combinations continued
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the
fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Where the fair value of contingent
liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.
Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over
the fair values to the Group’s interest in the identifiable net assets, liabilities and contingent liabilities acquired.
2.3 Consolidation
The Group consolidated financial statements include the financial statements of the Company and all of its subsidiary
undertakings made up to 31 December 2021, and the prior year to 31 December 2020.
A subsidiary is an entity controlled by the Group. Control is the power to govern the financial and operating policies of an
entity so as to obtain benefits from its activities.
Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change
of control or change of significant influence respectively.
Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative
amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and
are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are
required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.
All intra-group transactions, balances, income and expenses are eliminated on consolidation. Adjustments are made to eliminate
the profit or loss arising on transactions with associates to the extent of the Group’s interest in the entity.
2.4 Foreign currency translation

(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which each entity operates (the “functional currency”). The consolidated financial statements are
presented in Pound Sterling, which is the functional and presentational currency of the Company and the presentation currency
of the Group.
(ii) Transactions and balances

Transactions in foreign currencies are translated into Sterling at the exchange rate ruling at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies are translated into Sterling at the rates of exchange ruling at the balance
sheet date. Any gain or loss arising from a change in exchange rates subsequent to the date of the transactions is included as an
exchange gain or loss in the profit and loss account.
Non-monetary items measured at historical costs are translated using the exchange rate at the date of the transaction and
non‑monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss
account within “Finance income or finance costs”. All other foreign exchange gains and losses are presented in the profit and
loss account within “Administrative expenses”.
(iii) Group companies

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that
have a functional currency different from the presentation currency are translated into the presentation currency as follows:
(a) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
(b) income and expenses for each income statement are translated at average exchange rates (unless this average is not a
reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income
and expenses are translated at the rate on the dates of each transaction); and
(c) all resulting exchange differences are recognised in other comprehensive income.
2.5 Revenue recognition

In general the Group recognises revenue at a point in time. Specifically, revenue is recognised in accordance with the
requirements of IFRS 15 “Revenue from contracts with customers”. The Group recognises revenue to depict the transfer of
promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be
entitled in exchange for those goods or services. This core principle is delivered in a five-step model framework:
(1) identify the contract(s) with the customer;
(2) identify the performance obligations in the contract;
(3) determine the transaction price;
Notes to the consolidated financial statements continued


2.5 Revenue recognition continued
(4) allocate the transaction price to the performance obligations in the contract; and
(5) recognise revenue when (or as) the entity satisfies a performance obligation.
All Group revenue comes from the primary business activity of providing in-video advertising services to broadcasters,
advertisers, brand owners and their agencies. This involves the insertion by the Group of a product, signage or video into
existing content. In accordance with IFRS 15 revenue is recognised at a point in time, when the services have been delivered and
the “asset” transferred to customers in accordance with contractual terms and conditions and there are no further obligations
attached. There is only ever one party in our agreements (our “customer”) and this is the party we will invoice for the campaign.
The customers are generally broadcasters and online distributers of content as they provide content to the end viewer and sell
the advertising in and around that content. However, as the Group has developed its business other parties in the value chain
may sometimes become customers. This is the case where the Group is selling campaigns directly to media agencies or brands.
In these circumstances the media agency or brand is the customer for the purposes of IFRS 15.
Most of the Group’s revenue generating contracts do not specify revenue values but provide a framework, and normally specify a
share of customer revenue, within which individual work to produce campaigns and revenues are agreed and executed. As Mirriad is
not usually responsible for selling campaigns to advertisers or their media agencies, we are remunerated on the basis of the amounts
charged by our customers to advertisers and media agencies. Typically we earn between 20% and 35% of the amount charged to an
advertiser or media agency by our customer. For the purposes of IFRS 15 each of the individual campaigns becomes a “contract”.
The exact revenue for each campaign is set out in the relevant insertion (purchase) order and is calculated by reference to the
rates agreed in the framework contract. The insertion order shows the agreed number of advertising units or insertions to be
delivered and the amount to be charged to the customer upon completion of the campaign. It is these insertion orders that are
considered by management to be customer contracts under IFRS 15 since they create the contractual performance obligations
within the context of the framework agreement.
The revenue on such campaigns is recognised at a point in time. That point in time is either on completion, for campaigns lasting
less than a month or where a campaign spans more than one month, on a monthly basis depending on campaign progress and
advertising units delivered to the customer, as a proportion of the total campaign goals or agreed fee. This matches the process of
the “assets” generated for the campaigns being transferred to the customer, for which the Group is entitled to revenue as the “assets”
are produced. Where a campaign is part-completed at the end of a reporting period we look at how much of the campaign has been
delivered to the customer and whether we have an enforceable right to payment for performance completed to date as per the agreed
contract or insertion order. If that is the case then we book the associated revenue at a point in time, i.e. the end of that month and
record this as accrued revenue on the balance sheet until the campaign can be invoiced. The revenue to be recognised is calculated
as the proportion of the total campaign delivered in that particular month multiplied by the value of the overall insertion order.
Customers are usually invoiced at the completion of each campaign and then pay on their negotiated terms which vary from
30 to 90 days.
During the year there were two customer contracts with Tencent which included minimum revenue guarantees. The first contract
expired on 31 March 2021 and a new agreement started on 1 April 2021. We have adopted a specific revenue recognition policy
for these contracts. In the case of Tencent we consider that it is the contracts themselves which form the basis of the IFRS 15
contract and not the individual insertion orders received from Tencent. For these agreements, contract revenue has therefore
been recognised over time rather than at a point in time.
This different basis of revenue recognition has been adopted as the Group considers that under the first agreement it had an
obligation to “stand ready” to provide services to Tencent. In the Group’s view this obligation was created by the Group giving
assurances to Tencent during contractual negotiations that it would stand ready to service the Tencent business over the two
years of the contract. This obligation was further clarified legally by the Group with Tencent by both parties signing an addendum
to the original contract in March 2021. Under IFRS 15 where a stand ready obligation exists the appropriate accounting treatment
is to recognise revenue over time.
The initial two-year contract with Tencent, which ran from April 2019 to March 2021, imposed a stand ready obligation for Mirriad
to maintain a team in Shanghai which was ready to service the Tencent business at any time on an exclusive basis. The contract
also specified a maximum number of advertising units that could be delivered to Tencent before any additional fees beyond the
minimum guarantee would be charged. The contract included a mechanism for up to 20% of the maximum advertising units, which
could have been delivered in each year of the arrangement for no additional fee, to be rolled forward for up to three months after
the end of each contractual year if not fully utilised during the relevant contractual year. Based on this stand ready obligation and
the contractual roll-forward mechanism, the Group has recognised 80% of the minimum guaranteed revenue evenly over time in
equal monthly instalments with the remaining 20% being treated as deferred revenue and being included on the balance sheet as
a contractual liability. This deferred revenue was recognised at a point in time and spread over the three-month period from the end
of the contractual years, either 30 June 2020 being three months after the end of the first contractual year, or 30 June 2021, being
three months after the end of the second contractual year and the point at which all contractual obligations had been satisfied.

2.5 Revenue recognition continued
The minimum revenue under this contract was invoiced bi-monthly in arrears and paid within 33 business days of the invoice date.
A new agreement was signed with Tencent effective from 1 April 2021. This agreement runs until 31 March 2023. This agreement
has similarities with the Group’s other customer arrangements in that it specifies a share of revenue that Mirriad is entitled to
for each campaign delivered under the agreement. However, it also includes a minimum guaranteed element which Mirriad
is entitled to over the first 12 months of the contract in exchange for providing sufficient resources in Shanghai to deliver the
In‑Video Advertising services required.
For this 12-month period additional amounts in excess of the minimum guarantee are only chargeable to Tencent if the Mirriad
share of revenue due from In-Video Advertising campaigns exceeds the minimum guarantee for that period. The minimum
guaranteed revenue has been recognised in equal monthly instalments over the 12-month guarantee period. The minimum
guarantee was invoiced in nine equal monthly instalments from April to December 2021 and paid within 33 business days of the
invoice date. There is no guaranteed amount in the second 12 months of the contract and therefore revenue recognition will follow
the point in time revenue recognition policy outlined at the start of this policy note. Following the expiry of the minimum guarantee
period in the second Tencent contract the Company has no contracts with guaranteed revenues.
As at 31 December 2021 the total accrued revenue balance related to contract assets was £155,713 (2020: £168,501).
This balance was fully invoiced to customers by early March 2022.
As at 31 December 2021 the total deferred revenue balance related to contract liabilities was £95,571 (2020: £160,666).
This will all be recognised in 2022.
2.6 Cost of sales

Cost of sales comprises costs directly related to the ad delivery team in India, which performs the integration work of the creative
imagery into the original content and quality control of the end result. All other staff costs are included in administrative costs
below gross profit.
2.7 Other operating income

Other operating income for the Group relates to income received from government grants and research and development
expenditure credits.
2.8 Government grants

Grant income represents amounts received from the government to assist with the funding of research and development
activities carried out by the Group. Government grant income is recognised at fair value in the profit and loss account at the
point that there is reasonable assurance that the Group has complied with the conditions attaching to them and the grants will be
received. Government grants are recognised in the income statement on a systematic basis over the periods in which the related
costs towards which they are intended to compensate are recognised as expenses. Where grant related costs relate to staff
expenses which are being capitalised as development costs the related grant income is not recognised in the income statement
but is instead deducted in arriving at the intangible asset being recognised.
2.9 Interest income

Interest income is recognised using the effective interest rate method.
2.10 Current and deferred tax

Taxation expense for the year comprises current and deferred tax recognised in the reporting period. Tax is recognised in the
income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.
In this case tax is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable or receivable in respect of the taxable profit or loss for the year or prior years.
Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the year end.
Deferred tax is the timing difference between the tax base and the carrying value in the balance sheet. These timing differences
arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised
in the financial statements.
Deferred tax is recognised on all timing differences at the reporting date except for certain exceptions. Unrelieved tax losses and
other deferred tax assets are only recognised when it is probable that they will be recovered against the reversal of deferred tax
liabilities or other future taxable profits.
Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that
are expected to apply to the reversal of the timing difference.
Research and development tax credits are recognised as an income tax credit in the income statement, with a corresponding
asset recognised until the amounts are received. Such amounts are only recognised at the year end based on an assessment of
relevant time spent by employees on research and development activities. Where government grants have been received against
the same employee costs, such amounts are removed from the R&D tax credit calculations.


2.10 Current and deferred tax continued
Research and development expenditure credits (“RDEC”) are recognised as other operating income in the income statement
with a corresponding tax charge recognised as an income tax charge in the income statement.
2.11 Leases
The Group leases offices in the countries where it operates, and rental contracts are typically made for fixed periods of 1 to
10 years but may be extended in some cases. Lease terms are negotiated on an individual basis and contain a wide range of
different terms and conditions.
From 1 January 2019, leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased
asset is available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost
is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance
of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term
on a straight line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present
value of the following lease payments:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• variable lease payments that are based on an index or a rate;
• amounts expected to be payable by the lessee under residual value guarantees;
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s
incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an
asset of similar value in a similar economic environment with similar terms, security and conditions. The incremental interest rates
used for office lease agreements which were in effect during the current year were as follows:
• UK – 4% until 24 December 2021 then 3.19% (2020: 4%).
• China – 4.75% (2020: 4.75%).
• India – 10% (2020: 10%).
Right-of-use assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability;
• any lease payments made at or before the commencement date less any lease incentives received;
• any initial direct costs; and
• restoration costs.
As all the right-of-use assets held by the Group are property leases these are depreciated over the non-cancellable portion
of the lease term.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight line basis as an expense
in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment.
The depreciation charge related to right-of-use lease assets, additions to right-of-use assets and the carrying amount of right-of-use
assets at the end of the reporting period are all presented in note 12. The interest expense on lease liabilities is shown in note 8.
2.12 Employee benefits

(i) Pension
The Group operates defined contribution pension schemes for UK and USA employees. The contributions are recognised as an
employee benefit expense when they are due. Differences between contributions payable in the year and contributions actually
paid are shown as accruals in the consolidated statement of financial position. The Group has no further payment obligation once
the contributions have been made.
(ii) Annual bonus plan

The Group operates an annual bonus plan for all employees. An expense is accrued over the related service period and recognised
in the profit and loss account when the Group has a legal or constructive obligation to make payments under the plan as a result
of past events and a reliable estimate of the obligation can be made.

2.13 Share-based payments
The Group operates a number of equity-settled, share-based compensation schemes to certain key employees. The fair value of
share-based payments under such schemes is expensed on a straight line basis over the vesting period, based on the Group’s
estimate of shares that will eventually vest, with a corresponding entry to equity. In arriving at this estimate the Group takes into
account non-market-based factors and the expected attrition of employees over the year.
Fair value is generally determined using the Black-Scholes model and requires several assumptions and estimates as disclosed
in note 20. For options with market performance conditions the fair value and estimated vesting period are determined using a
combination of Binomial and Monte Carlo methods as disclosed in note 20.
2.14 Property, plant and equipment

Tangible fixed assets are stated at historic purchase cost, net of accumulated depreciation and any provision for impairment. Cost
includes the original purchase price of the asset and costs attributable to bringing the asset into its working condition for its intended use.
Depreciation and residual values

The fixed assets have been depreciated on a straight line basis at rates calculated to reduce the net book value of each asset to
its estimated residual value by the end of its expected useful economic life in the Group’s business, and the rates are as follows:
• Fixtures, fittings and computer equipment – 3 years
• Leasehold improvements – 5 years (based on length of current lease)
• Right-of-use assets – 2–5 years based on non-cancellable portion of current leases
The assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period.
The effect of any change is accounted for prospectively.
Derecognition
Tangible assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference
between the net disposal proceeds and the carrying amount is recognised in profit or loss and included in “Administrative expenses”.
2.15 Intangible assets

Computer software
Costs associated with maintaining computer software programs are recognised as an expense as incurred. Development costs
that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are
recognised as intangible assets when the following criteria are met:
• it is technically feasible to complete the software product so that it will be available for use;
• management intends to complete the software product and use or sell it;
• there is an ability to use or sell the software product;
• it can be demonstrated how the software product will generate probable future economic benefits;
• adequate technical, financial and other resources to complete the development and to use or sell the software product
are available; and
• the expenditure attributable to the software product during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the software product include the development employee costs
and the fees of any contractors directly involved in the project.
Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs
previously recognised as an expense are not recognised as an asset in a subsequent year.
Computer software development costs recognised as assets are amortised over their estimated useful life, which does
not exceed three years.
Intellectual property and patents

Patents and brand assets acquired were valued based on a relief from royalty approach, and are amortised over their useful
economic life of four years. Brand assets are included in “Other intangible assets”.
Intangible assets are stated at cost or valuation less accumulated amortisation and accumulated impairment losses. Amortisation
is calculated, using the straight line method, to allocate the depreciable amount of the assets to their residual values over their
estimated useful lives, as follows:
• Patents – 4 years
• Internally generated software development costs – 3 years
• Other intangible assets – 4 years


2.15 Intangible assets continued
Intellectual property and patents continued
Amortisation is charged to administrative expenses in the profit and loss account.
Where factors, such as technological advancement or changes in market price, indicate that residual value or useful life
have changed, the residual value, useful life or amortisation rate are amended prospectively to reflect the new circumstances.
The assets are reviewed for impairment if the above factors indicate that the carrying amount may be impaired.
2.16 Trade receivables

Trade receivables are amounts due from customers for services rendered in the ordinary course of business. If collection is
expected in one year or less they are classified as current assets. Trade receivables are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest method, less expected credit losses in accordance
with IFRS 9.
2.17 Cash and cash equivalents

Cash and cash equivalents includes cash in hand and deposits held at call with banks with original maturities of 95 days or less.
2.18 Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. Trade payables are
recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision
for impairment.
2.19 Share capital

Ordinary Shares, preference shares and deferred shares are classified as equity. Incremental costs directly attributable to
the issue of new Ordinary and preference shares or options are shown in equity as a deduction, net of tax, from the proceeds,
and taken against the share premium account.
2.20 Related party transactions

The Group discloses transactions with Directors and related parties which are not wholly owned within the same Group.
Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the Directors, separate disclosure
is necessary to understand the effect of the transactions on the Group historical financial information. It does not disclose
transactions with members of the same Group that are wholly owned.
3. Financial risk management

3.1 Group financial risk factors
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk), credit risk and liquidity risk.
The Group’s overall risk management programme is focused on operating cost and cash management.
(a) Currency risk

The Group operates internationally and is exposed to foreign exchange risk from various currency exposures, primarily with
respect to the USA Dollar, Indian Rupee and Chinese Yuan. Foreign exchange risk arises from commercial transactions and
investments in foreign subsidiaries.
The Group has certain investments in foreign subsidiaries, whose net assets are exposed to foreign currency translation risk.
There are currently no measures in place to manage currency exposure arising from the net assets of the Group’s foreign
operations. Such movements are recognised in the income statement and statement of comprehensive income. For the year
ended 31 December 2021 the revaluation loss on foreign subsidiary net assets recognised in the statement of comprehensive
income was £216,756 (2020: loss of £646).
Where there are fluctuations in the value of Sterling, whether caused by Brexit or other factors, there has been mixed impact on
the Group. When Sterling depreciates the Group’s overseas income increases but the cost base rises. Conversely when Sterling
appreciates, revenues are reduced but costs also decrease. As the Group is currently loss making, any appreciation in Sterling
has a beneficial impact on the net loss.
(b) Credit risk

In common with most businesses, the Group extends credit to its customers. The credit risk on this activity is judged as low and
the Group has not experienced significant bad debt. Most clients are large blue-chip organisations and further credit checks
are not carried out before entering into commercial arrangements. Standard credit terms offered are 30 days but this can vary
depending on the commercial agreement reached. See note 16 for further disclosures on credit risk.
(c) Liquidity risk

Cash flow forecasting is performed centrally on a rolling basis for the Group as a whole and the Company ensures that the
subsidiaries have sufficient cash to meet their local operational needs.

3. Financial risk management continued
3.1 Group financial risk factors continued
(c) Liquidity risk continued
The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings, based on the remaining
period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual
undiscounted cash flows.
Less than Between 1 Between 2 Over
1 year and 2 years and 5 years 5 years
£ £ £ £
As at 31 December 2021
Trade and other payables 904,770 271,600 158,433 —
As at 31 December 2020
Trade and other payables 865,810 211,604 — —
3.2 Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order
to provide returns for shareholders and benefits for other stakeholders. The Group considers capital to be its equity reserves,
further details of which can be found in note 17.
The Group ensures it is meeting its objectives by reviewing its key performance indicators (“KPIs”) to ensure cash consumption
and costs are controlled, revenues are in line with expectations and key customers are under contract.
There is no debt in the Group and to date no dividends have been paid.
The Company’s capital management objectives and strategy are the same as the Group’s described above.
4. Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
(a) Critical accounting estimates and assumptions

The Group makes estimates and assumptions concerning the future. The critical estimates are considered by management to be
the same for both the Group and the Company so there are no separate estimates and judgements presented for the Company.
The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year are addressed below.
(i) Revenue recognition

There is judgement as to how we could have accounted for the revenue contract with Tencent which ended in March 2021.
We have judged that we had a stand ready obligation under IFRS 15 and therefore recognised revenue over time. We could
have applied point in time revenue recognition on individual insertions with the minimum guarantee recognised at the end of
each contract year. However, under this point in time method, the ‘breakage’ provisions under IFRS 15 would have substantially
reduced any difference in the pattern of revenue recognition arising from that applied under the stand ready basis.
(ii) Research and Development tax credits

During the year the Company reviewed its approach to claiming R&D tax credits and re-opened the previously submitted
2019 and 2020 R&D claims as it was felt that the Company had not been taking full advantage of the tax credits available and
had been overly conservative in its approach to classifying qualifying expenditure. The revised 2019 claim totalling £353,147 was
submitted to HMRC late in 2021 and payment for the additional claim amount of £274,335 was received in January 2022. On the
basis of the successful submission of the revised 2019 R&D claim we have assumed this basis of R&D cost calculations for tax
purposes will continue for the revised 2020 claim and the 2021 claim.
(iii) Share-based payments

The Group records charges for share-based payments. For option-based share-based payments management estimates certain
factors used in the option pricing model, including volatility, vesting date of options and number of options likely to vest. If these
estimates vary from actual occurrence, this will impact the value of the equity carried in reserves. The main area of judgement
related to the estimated vesting period over which to spread the share-based payment charge for the market performance
options issued in the prior year. After reviewing data from Binomial modelling and uncertainty over whether price triggers for the
vesting of the options would be met it was decided to spread the share-based payment charge for these options over their full
10-year lifespan with true-ups when bands of options actually vested. An estimated vesting period of less than 10 years would
have led to the share-based payment charge for these options being recognised over a shorter time period. For the current year
the share-based payment charge associated with the market performance options was £88,988. If a vesting period of 5 years
was used the charge for 2021 would have been £44,494. Further details of the Group’s estimation of share-based payments are
disclosed in note 20.

4. Critical accounting estimates and judgements continued

(a) Critical accounting estimates and assumptions continued
(iv) Capitalisation of internally developed software costs
Management reviewed whether there was any change in the financial circumstances of the business which warranted
capitalisation of internally developed software costs as required under IAS 38. Given the continued uncertainty over future cash
flows, management has determined that it would not be appropriate to capitalise any internally developed software for the current
year (2020: £nil).
5. Segment information
Management mainly considers the business from a geographic perspective since the same services are effectively being sold in
every Group entity. Therefore regions considered for segmental reporting are where the Company and subsidiaries are based,
namely the UK, the USA, India and China. The revenue is classified by where the sales were booked not by the geographic
location of the customer. For this reporting purpose the Singapore and China entities are considered together.
The only income outside of the primary business activity relates to income received from grants which is recognised in other
operating income.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. The chief operating decision maker, which is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the steering committee that makes strategic decisions. The steering committee is
made up of the Board of Directors. There are no sales between segments. The revenue from external parties reported to the
strategic steering committee is measured in a manner consistent with that in the income statement.
The parent company is domiciled in the United Kingdom. The amount of revenue from external customers by location of the
Group billing entity is shown in the tables below.
2021 2020
Revenue £ £
Turnover by geography
China 981,164 1,765,196
USA 884,248 313,967
UK 144,309 100,756
Total 2,009,721 2,179,919
2021 2020
£ £
Turnover by category
Rendering of services 2,009,721 2,179,919
Total 2,009,721 2,179,919
2021 2020
Revenues from external customers by country, based on the destination of the customer £ £
China 981,164 1,780,905

USA 863,960 313,967
UK 41,475 21,700
France 35,399 31,559
Turkey 26,194 22,010
Canada 20,288 —
Spain 19,684 —
Germany 12,800 —
Other 8,757 9,778
Total 2,009,721 2,179,919
Revenues of £981,164 (2020: £1,765,196) are derived from a single external customer. These revenues are generated in China.
The next largest customer, based in the USA, had revenues of £224,382 (2020: £72,145). Of the total revenue recognised for the
year £981,164 was recognised over time (2020: £1,765,196) and £1,028,557 was recognised at a point in time (2020: £414,723).

5. Segment information continued
Loss before tax
The EBITDA is the loss for the year before depreciation, amortisation, interest and tax. The loss before tax is broken down by
segment as follows:
2021 2020
£ £
UK (11,108,631) (6,683,801)
USA (19,812) (1,412,955)
India (572,662) (649,208)
China and Singapore 122,113 119,615
Total EBITDA (11,578,992) (8,626,349)
Depreciation (440,390) (466,097)
Finance (costs)/income net (861) 3,637
Loss before tax (12,020,243) (9,088,809)
Income tax Finance

Depreciation credit/(charge) income net
2020 £ £ £
UK (322,443) 55,209 16,393

USA (1,019) — —
India (62,728) (22,780) 126
China and Singapore (79,907) — (12,882)
Total (466,097) 32,429 3,637
Finance
Income tax income/
Depreciation credit/(charge) (charge) net
2021 £ £ £
UK (312,671) 1,075,541 1,181

USA (764) — 196
India (42,511) (25,252) 1,072
China and Singapore (84,444) (2,518) (3,310)
Total (440,390) 1,047,771 (861)
2021 2020
Non-current assets £ £
UK 807,181 628,588
USA 4,278 2,327
India 63,516 31,531
Total 930,358 822,564
The main non-current asset balances in the UK relate to right-of-use assets and leasehold improvements.
2021 2020
Total assets £ £
UK 25,978,164 35,729,924
USA 1,133,619 826,715
India 623,967 334,328
Total 28,440,044 37,792,738


5. Segment information continued

The main asset balance in the UK is the cash balance which is used to fund the business and support the subsidiary entities.
2021 2020
Liabilities £ £
UK 2,245,892 1,540,359
USA 679,983 380,314
India 372,197 260,544
Total 3,499,072 2,521,863
6. Operating loss
The Group operating loss is stated after charging/(crediting):
2021 2020
Note £ £
Employee benefits 7 9,398,756 7,559,195

Depreciation of property, plant and equipment 12 440,390 466,097
Foreign exchange movements (247,956) 28,040
Other general and administrative costs 4,638,895 3,407,339
Other operating income (200,982) (188,306)
Total cost of sales, administrative expenses and other operating income 14,029,103 11,272,365
Other operating income includes income received from government grants and research and development expenditure credits.
The Group has complied with all the conditions attached to these grant awards.
During the years indicated the Group obtained the services from and paid the fees of the Group’s auditors as detailed below:
2021 2020
£ £
Audit fees 110,000 80,000

Total 110,000 80,000
Non-audit fees payable to PricewaterhouseCoopers LLP were £nil (2020: £nil).
7. Employees
7.1 Employee benefit expense
Group Company
2021 2020 2021 2020
£ £ £ £
Wages and salaries 7,538,970 6,441,325 5,188,666 4,493,953

Social security costs 787,546 552,216 600,293 451,211
Share options granted to Directors and employees 814,954 349,627 814,954 349,627
Other pension costs 257,286 216,027 234,890 214,530
Total 9,398,756 7,559,195 6,838,803 5,509,321
All pension costs relate to the defined contribution scheme.

The key management are considered to be the Directors of the Company. Remuneration of Directors including aggregate
emoluments, details of any contributions made in respect of money purchase schemes, and whether the highest paid Director
exercised any share options is disclosed in the Remuneration Report on page 54.

7. Employees continued
7.2 Average number of people employed
Group Company
2021 2020 2021 2020
By activity Number Number Number Number
Average monthly numbers of persons employed (including

Directors) by the Company during the year was:
Sales and account management 12 8 4 3
Ad operations and delivery 45 41 4 6
Research and development 37 35 33 31
Marketing, product and research 8 7 7 6
Management and administration 11 9 11 9
113 100 59 55
8. Finance income and costs

2021 2020
Finance income £ £
Interest on short-term deposit 9,907 34,339

Finance income 9,907 34,339
Finance costs
Interest and finance charges paid for lease liabilities (10,768) (30,702)
Finance costs (10,768) (30,702)
Net finance (costs)/income (861) 3,637
9. Investments
The amounts recognised in the Company balance sheet are as follows:
2021 2020
£ £
At 1 January 420,907 410,015

Additions — 10,892
Total investments at 31 December 420,907 420,907
During the year the Company had interests in the following investments, all of which are consolidated in the Group historical
financial information. There are no capital contributions related to share-based payments. The subsidiaries as listed below
have share capital consisting solely of Ordinary Shares, which are held directly by the Group; the country of incorporation
or registration is also their principal place of business.


9. Investments continued
Proportion of
Country of nominal value of
Name of subsidiary registration and shares and voting
or Group undertaking Registered address Nature of business operation rights held
Mirriad Advertising Offices Nos. 401 & 402 Provision of embedded India 100%
Private Limited Palm Spring Centre, Link Road, above advertising into video
Croma, Malad (w), Mumbai-400 064
Mirriad Inc. 4th Floor Provision of embedded USA 100%
19 W24th Street, advertising into video
New York, NY 10001
Mirriad Software Science and Rm 1328, 2nd Floor, No.148, Lane 999, Provision of embedded China 100%
Technology (Shanghai) Co. Ltd. Xin Er Road, Shanghai advertising into video
Mirriad Limited 6th Floor, One London Wall, London EC2Y Dormant UK 100%
5EB, United Kingdom
The nominal value of issued shares for the companies is as follows:

• Mirriad Advertising Private Limited: 10,000 class A shares of 10 INR and 2,196,350 class B shares of 10 INR;
• Mirriad Inc.: 1,000 shares of 0.001 USD;
• Mirriad Software Science and Technology (Shanghai) Co. Ltd: registered capital is 3,600,000 CNY; and
• Mirriad Limited: 1 share of 0.01 GBP.
10. Income tax credit

2021 2020
Tax credit included in profit and loss £ £
Current tax
Research and development tax credit for the year (463,786) (62,983)
Tax charge on research and development expenditure credit 5,142 2,348
Adjustment in respect of prior years (616,898) 5,426
Foreign tax payable 27,771 22,780
Adjustment in respect of prior years – foreign tax — —
Total current tax (1,047,771) (32,429)
Deferred tax
Origination and reversal of timing differences — —
Total deferred tax — —
Tax on loss (1,047,771) (32,429)
UK corporation tax credit relates to R&D tax credits receivable by the Group.

10. Income tax credit continued
Reconciliation of tax credit
The tax assessed for the year is based on the standard rate of corporation tax in the UK of 19%. The differences are outlined below:
2021 2020
£ £
Loss before tax (12,020,243) (9,088,809)

Loss on ordinary activities multiplied by the standard rate of corporation tax in the UK of 19%
(2020: 19%) (2,283,846) (1,726,874)
Effects of:
Fixed asset timing differences 2,413 4,021
Expenses not deductible for tax purposes 196,373 91,774
Adjustments to tax credit in respect of previous years (616,898) 5,426
Adjustment in respect of prior years – foreign tax — —
Share scheme deductions (1,457) (24,412)
Enhanced R&D deduction (343,494) (46,647)
R&D tax credit receivable (463,786) (62,983)
Additional tax arising on RDEC 5,142 2,348
Surrender of losses for R&D tax credit 143,933 82,529
Deferred tax not recognised on unutilised losses 2,313,849 1,642,389
Total tax credit for the year (1,047,771) (32,429)
The tax (charge)/credit relating to components of other comprehensive (loss)/income is as follows:

2021
Tax (charge)/
Before tax credit After tax
£ £ £
Fair value income

Currency translation differences (216,756) — (216,756)
Other comprehensive loss (216,756) — (216,756)
2020
Tax (charge)/
Before tax credit After tax
£ £ £
Fair value income

Currency translation differences (646) — (646)
Other comprehensive loss (646) — (646)
Deferred tax
The following tables represent deferred tax balances recognised in the consolidated balance sheet, and the movements in
both the deferred tax asset and the deferred tax liability.
There is a deferred tax liability of £346,910 (2020: £346,910) in respect of the intangible asset acquired on acquisition of the
trade and assets of Mirriad Limited in 2015, which has been immediately offset against the acquired unrecognised deferred
tax asset in relation to trading losses carried forward.
2021 2020
£ £
Deferred tax assets 346,910 346,910

Deferred tax liabilities (346,910) (346,910)
Net balances — —


10. Income tax credit continued

Movements on the deferred tax asset
2021 2020
£ £
At 1 January 346,910 346,910

Acquisition during the year — —
Impact of rate changes — —
At 31 December 346,910 346,910
Movements on the deferred tax liability

2021 2020
£ £
At 1 January (346,910) (346,910)

Acquisition during the year — —
Impact of rate changes — —
At 31 December (346,910) (346,910)
There is an unrecognised deferred tax asset of £17,737,565 (2020: £12,443,360) in relation to the trading losses carried forward,
provisions and future exercisable shares.
Unrecognised deferred tax has been calculated at 25% (2020: 19%), reflecting the latest enacted rate for UK deferred tax
balances and the prevailing domestic tax rate in each country for the deferred tax balances of the foreign subsidiaries.
The unrecognised deferred tax asset would be recovered against future Company taxable profits. In the opinion of the Directors,
there is insufficient evidence that the asset will be recovered; as such the deferred tax asset has not been recognised in the
Factors that may affect future tax charges

A change to the UK corporation tax rate was enacted as part of the Finance Act 2021, which received royal assent on 10 June 2021.
This was an increase to the main rate of corporation tax from 19% to 25% from 1 April 2023. This rate increase has been reflected
in the calculation of deferred tax at 31 December 2021.
11. Loss per share

(a) Basic
Basic loss per share is calculated by dividing the loss for the year by the weighted average number of Ordinary Shares in issue
during the year. Potential Ordinary Shares are not treated as dilutive as the Group is loss making and such shares would be
anti-dilutive.
Group 2021 2020
Loss attributable to owners of the parent (£) (10,972,472) (9,056,380)

Weighted average number of Ordinary Shares in issue (number) 279,091,959 215,687,030
The loss per share for the year was 4p (2020: 4p).
No dividends were paid during the year (2020: £nil).
(b) Diluted
Potential Ordinary Shares are not treated as dilutive as the Group is loss making and such shares would be anti-dilutive.

12. Property, plant and equipment
Group
Fixtures, fittings
and computer Right-of-use Leasehold
equipment assets improvements Total
£ £ £ £
At 1 January 2020
Cost or valuation 353,457 950,330 357,510 1,661,297
Accumulated depreciation (242,382) (330,257) (175,675) (748,314)
Net book amount 111,075 620,073 181,835 912,983
Opening net book amount 111,075 620,073 181,835 912,983
Additions 25,202 164,455 — 189,657
Disposals (9,067) — — (9,067)
Depreciation charge (71,275) (315,852) (78,970) (466,097)
Depreciation on disposals 9,067 — — 9,067
Closing net book amount 65,002 468,676 102,865 636,543
At 31 December 2020
Cost or valuation 369,592 1,114,785 357,510 1,841,887
Accumulated depreciation (304,590) (646,109) (254,645) (1,205,344)
Net book amount 65,002 468,676 102,865 636,543
Additions 159,250 411,993 — 571,243
Disposals (899) — — (899)
Depreciation on disposals 899 — — 899
At 31 December 2021
Net book amount 155,664 580,738 30,994 767,396
As at 31 December 2021 there were no contractual commitments to purchase any further property, plant and equipment
(2020: none).


12. Property, plant and equipment continued

Company
Fixtures, fittings
and computer Right-of-use Leasehold
equipment assets improvements Total
£ £ £ £
At 1 January 2020
Net book amount 65,544 520,431 183,534 769,509
Additions 18,561 — — 18,561
Disposals (1,108) — — (1,108)
Depreciation on disposals 1,107 — — 1,107
At 31 December 2020
Net book amount 40,979 318,974 105,673 465,626
Additions 79,271 411,993 — 491,264
Disposals (899) — — (899)
Depreciation on disposals 899 — — 899
At 31 December 2021
Net book amount 80,907 529,510 33,802 644,219

13. Intangible assets
Group and Company
Internally
generated
software
development
Patents costs Other Total
£ £ £ £
Cost
At 1 January 2020 and 31 December 2021 1,688,712 2,240,884 351,935 4,281,531
Accumulated amortisation and impairment
At 1 January 2020 and 1 January 2021 (1,688,712) (2,240,884) (351,935) (4,281,531)
Amortisation charge — — — —
At 31 December 2021 (1,688,712) (2,240,884) (351,935) (4,281,531)
Net book value
Cost 1,688,712 2,240,884 351,935 4,281,531
Accumulated amortisation and impairment (1,688,712) (2,240,884) (351,935) (4,281,531)
At 31 December 2020 — — — —
Cost 1,688,712 2,240,884 351,935 4,281,531
Accumulated amortisation and impairment (1,688,712) (2,240,884) (351,935) (4,281,531)
At 31 December 2021 — — — —
Intangible assets comprise two patents acquired from Mirriad Limited in 2015 which were amortised on a straight line basis over
four years.
Other intangibles above include the technology acquired from Mirriad Limited, which has a carrying net book value of £nil (2020: £nil)
and the Mirriad brand acquired as part of the same transaction, which has a carrying value of £nil (2020: £nil). These items were
amortised on a straight line basis over four years.
The internally generated software costs reflect staff time incurred on two main products for internal use which underpin the
business processes. These development costs have been offset by grant income received for the same staff costs over the year.
To the extent that work on the products reflects research or maintenance activities, such related costs have not been capitalised.
The capitalised software development costs are being amortised on a straight line basis over three years.
In 2018 management determined that the lower than expected revenue growth and the decline in market capitalisation
constituted triggering events in accordance with IAS 36, and hence an impairment of the internally generated software costs
was required. While management believes the software remains critical to the future success of the business and the software
continues to be used with the Group’s clients, the uncertainty over future cash flows resulting from slower than anticipated
revenue growth meant that in 2018 management believed it was appropriate to take an impairment charge against the asset
and write the carrying value down to zero. For the current year management maintains the above view and as a result has taken
the decision to not capitalise any development costs in 2021. Accordingly the income statement includes £3,091,021 (2020:
£2,433,957) related to research and development (“R&D”) activity.
Neither the patents nor the other intangible assets were deemed to be impaired as part of the review mentioned above and were
fully written down in 2019.


14. Trade and other receivables

Group Company
2021 2020 2021 2020
£ £ £ £
Trade receivables – net 955,732 804,327 54,393 13,450

Other debtors 381,451 343,057 204,910 202,788
Accrued income 155,713 168,501 — 5,400
Intercompany balances — — 101,105 184,708
Prepayments 562,218 345,921 238,073 242,091
2,055,114 1,661,806 598,481 648,437
Less non-current portion: other debtors (162,962) (186,021) (162,962) (162,962)
Current portion 1,892,152 1,475,785 435,519 485,475
As at 31 December 2021 the total accrued revenue balance related to contract assets was £155,713 (2020: £168,501). Trade
receivables are stated after an expected credit loss reserve, as required by IFRS 9, of £46,981 (2020: £45,952). As of 31
December 2021, trade receivables of £432,713 (2020: £55,451) were past due but not impaired. These relate to five customers,
none of which have a recent history of default. The ageing history of these trade receivables is as follows:
2021 2020
£ £
Up to three months 271,386 17

Three to six months 156,592 55,434
Over six months 4,735 —
Total 432,713 55,451
15. Trade and other payables

Group Company
2021 2020 2021 2020
£ £ £ £
Trade creditors 492,974 276,870 358,730 233,893

Current tax liabilities 2,481 13,361 — —
Deferred income 95,571 160,666 — —
Other taxation and social security 198,370 207,896 189,815 200,728
Accruals 2,079,858 1,268,413 1,125,720 755,636
Total 2,869,254 1,927,206 1,674,265 1,190,257
As at 31 December 2021 £82,220 of the total deferred revenue balance (contract liabilities) related to Tencent (2020: £160,666).
This will all be recognised in 2022.
16. Financial instruments

The Group has the following financial instruments:
2021 2020
£ £
Financial assets that are debt instruments measured at amortised cost:

– Trade debtors 955,732 804,327
– Other debtors 429,293 437,288
Total 1,385,025 1,241,615
Financial liabilities measured at amortised cost:
– Trade creditors 492,974 276,870
– Lease liabilities 629,818 594,657
– Other taxation and social security 198,370 207,896
Total 1,321,162 1,079,423

16. Financial instruments continued
None of the financial assets are considered to be impaired.
The Group has no financial assets at fair value through the income statement (2020: nil) and no financial assets that are equity
instruments measured at cost less impairment (2020: nil).
Derivative financial instruments

The Group has no interest rate derivative financial instruments.
Interest on bank loans and overdrafts is disclosed in note 8.
Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit
ratings (if available) or to historical information about counterparty default rates:
2021 2020
£ £
Trade receivables
Counterparties without external credit rating:
Group 1 648,738 292,504
Group 2 306,994 511,823
Group 3 — —
Total unimpaired trade receivables 955,732 804,327
Cash at bank and short-term bank deposits:
A1 13,720,249 34,727,567
A2 10,073,062 —
A3 — 394,826
Baa3 707,645 298,929
24,500,956 35,421,322
Cash in hand 258 74
Total cash and cash equivalents 24,501,214 35,421,396
Group 1 – new customers (less than six months).

Group 2 – existing customers (more than six months) with no defaults in the past.
Group 3 – existing customers (more than six months) with some defaults in the past.
17. Share capital and premium

Share premium and nominal value of share capital
Ordinary Deferred Total Share
Shares shares share capital premium Total
£ £ £ £ £
At 1 January 2020 2,131 49,898 52,029 40,932,183 40,984,212

Proceeds from shares issued 659 — 659 26,228,815 26,229,474
Share issue costs — — — (1,450,701) (1,450,701)
At 31 December 2020 2,790 49,898 52,688 65,710,297 65,762,985
Proceeds from shares issued 2 — 2 44,369 44,371
At 31 December 2021 2,792 49,898 52,690 65,754,666 65,807,356
Ordinary Shares of £0.00001 each

Allotted and fully paid Number
At 1 January 2021 278,991,891

Issued during the year 188,917
At 31 December 2021 279,180,808


17. Share capital and premium continued

Share premium and nominal value of share capital continued
On 21 June 2021 63,917 Ordinary Shares were issued for 35p per share following an exercise of options under the Company’s
EMI Share Option Scheme.
On 22 June 2021 125,000 Ordinary Shares were issued for 17.6p per share following an exercise of options granted to a member
of the Company’s US advisory Board.
There is a single class of Ordinary Shares. There are no restrictions on the distribution of dividends and the repayment of capital.
Deferred shares of £0.025 each

Allotted and fully paid Number
At 1 January 2021 1,995,936

Issued during the year —
At 31 December 2021 1,995,936
The deferred shares do not have any voting rights attached and no entitlement to receive any dividend or other distribution. On
a return of assets in a winding-up or otherwise the holders of deferred shares will only be entitled to repayment of the amounts
paid up on such shares after repayment of £10 million per Ordinary Share. The Company may, subject to appropriate shareholder
approval, elect to buy back the deferred shares at a later date for an aggregate amount of £0.01 for each holder’s total holding of
deferred shares.
The share capital reserve consists of shares issued to the Group’s investors.
The number of authorised shares is uncapped.
The share premium reserve consists of amounts paid in addition to the nominal value of the Ordinary Shares, less any direct
costs and fees incurred during the investment.
The profit and loss account consists of accumulated losses.
18. Share-based payment reserve

Group and
Company
£
At 1 January 2020 2,500,944

Share-based payments recognised as expense 349,627
At 31 December 2020 2,850,571
At 1 January 2021 2,850,571
Share-based payments recognised as expense 814,954
At 31 December 2021 3,665,525
The cost of equity-settled share-based payments are recognised in the income statement, together with a corresponding increase
in equity in this share-based payment reserve during the vesting period. Note 20 explains the employee option schemes in more detail.

19. Retranslation reserve
Group
£
At 1 January 2020 (142,652)

Translation loss for the year (646)
At 31 December 2020 (143,298)
At 1 January 2021 (143,298)
Translation loss for the year (216,756)
At 31 December 2021 (360,054)
The other reserve contains the translation losses for the year which result from the revaluation of subsidiary opening net assets
and reserves. Such translation movements are recorded in the statement of comprehensive income and this reserve.
20. Share-based payments

Certain employees participate in the employee share option scheme, which provides additional remuneration for those employees
who are key to the operations of the Group. In accordance with IFRS 2 “Share-based payments” the cost of the equity-settled
transactions is measured by reference to their fair value at the date at which they are granted. For options with a time-based
vesting under the Unapproved and EMI option schemes fair value is determined using the Black-Scholes model. For options that
have a market performance element the fair value and estimated vesting period are determined using a combination of Binomial
and Monte Carlo methods. The cost of equity-settled transactions is recognised over the period until the award vests. No expense
is recognised for awards that do not ultimately vest. At each reporting date, the cumulative expense recognised for equity-based
transactions reflects the extent to which the vesting period has expired and the number of awards that, in the opinion of the
Directors at that date, will ultimately vest.
The cost of equity-settled share-based payments are recognised in the income statement, together with a corresponding increase
in equity during the vesting period – please see note 18 for details of the share-based payment reserve. During the 12 months
ended 31 December 2021, the Group recognised a share-based payment expense of £814,954 (2020: £349,627). The charge is
included within administrative expenses.
The Company grants share options under an Unapproved Share Option Scheme (the “Unapproved Scheme”) and under its tax
efficient EMI Option Scheme (the “EMI Scheme”). More details on the two schemes can be found below.
Unapproved Scheme
Under the Unapproved Scheme, options are granted to non-UK-based employees or UK-based employees who have exceeded
their EMI limits, usually at an exercise price deemed to be market value of the shares at the date of grant. The vesting conditions
for the options in issue during the year are as follows:
• 2,928,371 options at market value with one-third exercisable on the first anniversary of the grant, a further third exercisable
on the second anniversary of the grant and the remainder exercisable three years after the date of grant.
• 1,269,121 options at nominal value with one-third exercisable on the first anniversary of the grant, a further third exercisable
on the second anniversary of the grant and the remainder exercisable three years after the date of grant.
• 3,802,453 options at market value which are exercisable three years from the date of grant. These new options were authorised
in May 2020 by the Company’s Remuneration Committee and granted to a number of the Company’s senior staff. Unlike most
of the options issued historically these options vest monthly over the 36 months of the scheme and are only capable of exercise
at the end of that 36-month period.
• 7,249,400 options at market value which only vest if specified market performance conditions are met. The Binomial model
was used initially to estimate when these options were likely to vest based on the share price targets specified in the option
agreements. Due to a low share price at the date the options were granted and a high historic share price volatility the Binomial
model predicted that the options would never vest. However, management believed that there was a value attached to these
options and a corresponding share-based payment charge should be recognised, and subsequently took the decision to
spread the cost over the full 10-year lifespan of the options.
• 400,000 options at nominal value with one-third exercisable three months after the grant date, a further third exercisable
15 months after grant date and the remainder exercisable 27 months after the date of grant.
• 1,250,600 options at nominal value with one-third vesting immediately upon grant, a further third exercisable six months after
grant date and the remainder exercisable 18 months after the date of grant.
• 750,000 options at market value with one-half exercisable on the first anniversary of the grant and the remainder exercisable
two years after the date of grant. 125,000 of these options were exercised during the year (2020: none).


20. Share-based payments continued

Unapproved Scheme continued
• 200,000 options at market value which are exercisable two years from the date of grant. These options vest monthly over
the 24-month vesting period and are only capable of exercise at the end of that 24-month period.
• 984,596 options at market value with one-third exercisable on the second anniversary of the grant, a further third exercisable
on the third anniversary of the grant and the remainder exercisable four years after the date of grant.
• 5
29,412 options at market value which are exercisable 18 months from the date of grant. These options vest monthly over
the 18-month vesting period and are only capable of exercise at the end of that 18-month period.
All vested options expire 10 years after the date of grant.
In the year ended 31 December 2021, the Company granted 1,714,008 (2020: 13,452,453) share options under the
Unapproved Scheme.
125,000 Unapproved options were exercised during the year (2020: 253,576).
EMI Scheme
Under the EMI Scheme options are granted to UK-based employees at a fair value. Historically, for options granted, one-third
are exercisable on the first anniversary of the grant, a further third are exercisable on the second anniversary of the grant and
the remainder are exercisable three years after the date of grant. All vested options expire 10 years after the date of grant.
The options issued in 2015 vested immediately.
In May 2020 the Company’s Remuneration Committee authorised the grant of new options to a number of the Company’s senior
staff. Unlike the options issued historically these options vest monthly over the 36 months of the scheme and are only capable
of exercise at the end of that 36-month period.
In November 2021 new options were issued to two members of Senior staff. These options vest monthly over the 18-month period
of the scheme and can only be exercised at the end of the 18-month period.
In November 2021 the Company decided to issue options to widen share option participation among its staff to incentivise and
retain a broader group of employees. One-third of these options are exercisable on the second anniversary of the grant, a further
third are exercisable on the third anniversary of the grant and the remainder are exercisable four years after the date of grant.
Employees are not entitled to dividends until the share options are exercised. Vesting of the options is subject to continued
employment within the Group.
In the year ended 31 December 2021, the Company granted 4,967,393 (2020: 6,135,982) share options under the EMI Scheme.
63,917 EMI options were exercised during the year (2020: 410,000).
1,863,917 EMI options lapsed during the year (2020: nil).
Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:
2021 2020
Weighted average Weighted average
exercise price in Share options exercise price in Share options
£ per share option Number £ per share option Number
EMI Scheme
Outstanding at 1 January 0.14 8,042,442 0.12 2,316,460
Granted 0.34 4,967,393 0.15 6,135,982
Exercised (0.35) (63,917) (0.16) (410,000)
Forfeited (0.14) (1,863,917) — —
At 31 December 0.23 11,082,001 0.14 8,042,442
Unapproved Scheme
Outstanding at 1 January 0.17 17,649,945 0.35 7,698,972
Granted 0.36 1,714,008 0.13 13,452,453
Exercised (0.20) (125,000) (0.30) (253,576)
Forfeited — — (0.43) (3,247,904)
At 31 December 0.18 19,238,953 0.17 17,649,945

EMI Scheme continued
Out of the 11,082,001 outstanding EMI Scheme options (2020: 8,042,442), 1,622,543 options (2020: 1,024,258) were exercisable.
The weighted average exercise price of the outstanding share options under the EMI Scheme at 31 December 2021 was £0.23
(2020: £0.14).
Out of the 19,238,953 outstanding Unapproved Scheme options (2020: 17,649,945), 7,052,787 options (2020: 5,599,568)
were exercisable. The weighted average exercise price of the outstanding share options under the Unapproved Scheme at
31 December 2021 was £0.18 (2020: £0.17).
Share options outstanding at the end of the year have the following expiry date and exercise price:
Share options
Exercise price in
Grant-vest Scheme Expiry date £ per share options 2021 2020
2015–18 Unapproved 20 Aug 2025 0.30 732,836 732,836

2016–19 Unapproved 16 Dec 2026 0.62 1,280,535 1,280,535
2017–20 Unapproved 16 Oct 2027 0.62 225,000 225,000
2018–21 EMI 1 Jun 2028 0.35 — 63,917
2018–21 EMI 1 Oct 2028 0.00001 833,333 833,333
2018–21 Unapproved 1 Oct 2028 0.00001 1,269,121 1,269,121
2018–21 EMI 9 Nov 2028 0.195 789,210 789,210
2019–22 EMI 16 May 2029 0.0625 — 220,000
2019–22 Unapproved 16 May 2029 0.0625 690,000 690,000
2020–22 Unapproved 1 Apr 2030 0.07 250,000 250,000
2020–30* Unapproved 2 Apr 2030 0.15 7,249,400 7,249,400
2020–21 Unapproved 2 Apr 2030 0.00001 1,250,600 1,250,600
2020–22 Unapproved 2 Apr 2030 0.00001 400,000 400,000
2020–23 Unapproved 18 May 2030 0.15 3,802,453 3,802,453
2020–23 EMI 18 May 2030 0.15 4,492,065 6,135,982
2020–22 Unapproved 19 Jun 2030 0.176 250,000 250,000
2020–22 Unapproved 29 Jun 2030 0.204 125,000 250,000
2021–23 Unapproved 28 May 2031 0.47 200,000 —
2021–25 Unapproved 1 Nov 2031 0.34 984,596 —
2021–23 Unapproved 1 Nov 2031 0.34 529,412 —
2021–23 EMI 1 Nov 2031 0.34 1,470,588 —
2021–25 EMI 1 Nov 2031 0.34 3,496,805 —
Total 30,320,954 25,692,387
* These options will only vest if certain market performance conditions are met
The fair values for the EMI options and the non-performance related Unapproved options were estimated using the Black-Scholes
option pricing model. The fair values for the Unapproved options with market performance conditions were estimated using the
Monte Carlo pricing model. Expected volatility is based on the historic volatility of Mirriad shares over a 4 year period based over
the life of the options. The weighted average fair value of the options granted under the EMI Scheme during the year under this
model was £0.34 per option (2020: £0.14). The weighted average fair value of the options granted under the Unapproved Scheme
during the year under this model was £0.36 per option (2020: £0.09). The principal assumptions underlying the valuation of the
options granted during the year at the date of grant are as follows:



EMI Scheme continued
2021 2020
EMI Scheme
Weighted average share price at grant date £0.34 £0.15
Weighted average exercise price at grant date £0.34 £0.15
Expected volatility 152.2% 185.9%
Expected life 6.5 years 6.5 years
Risk-free rate 1.20% 0.65%
Unapproved Scheme – non-performance options
Weighted average share price at grant date £0.36 £0.10
Weighted average exercise price at grant date £0.36 £0.10
Expected volatility 153.0% 185.8%
Expected life 6.5 years 7 years
Risk-free rate 1.21% 0.71%
21. Cash used in operations

Group Company
2021 2020 2021 2020
Note £ £ £ £
Loss for the financial year (10,972,472) (9,056,380) (11,325,185) (9,115,731)

Adjustments for:
Tax on loss on ordinary activities 10 (1,047,771) (32,429) (1,075,541) (55,209)
Interest income 8 (9,907) (34,339) (7,275) (32,698)
Lease interest costs 8 10,768 30,702 6,094 16,305
Operating loss (12,019,382) (9,092,446) (12,401,907) (9,187,333)
Amortisation of right-of-use assets 12 299,931 315,852 201,457 201,457
Depreciation of tangible assets 12 140,459 150,245 111,214 120,986
(Profit)/loss on disposal of tangible assets — (90) — (90)
Bad debts written off/(reversed) 1,309 11,609 763 162
Share-based payment charge 20 814,954 349,627 814,954 349,627
Adjustments to tax credit in respect of previous years 10 (13,628) (5,426) (13,628) (5,426)
Research and development expenditure credits (27,066) (35,490) (27,066) (35,490)
Foreign exchange variance (216,756) (646) — —
(Increase)/decrease in debtors (372,221) (436,276) 49,193 (29,585)
Increase/(decrease) in creditors 941,604 596,673 483,922 160,507
Cash flow used in operations (10,450,796) (8,146,368) (10,781,098) (8,425,185)
22. Capital and other commitments

The Group had no capital and other commitments as at 31 December 2021 or for the year ended 31 December 2020.
23. Related party transactions

The Group is owned by a number of investors, the largest being M&G Investment Management, which owns approximately 13%
of the share capital of the Company (2020: 13%). Accordingly there is no ultimate controlling party.
During the year the Company had the following significant related party transactions. No guarantees were given or received for
any of these transactions:
Transactions with Directors

There were no transactions with Directors during the year.
In the prior year the following Directors purchased Ordinary Shares in the Company at a cost of £0.40 per share:

23. Related party transactions continued
Transactions with Directors continued
Number
Director of shares
John Pearson 25,000

Stephan Beringer 25,000
David Dorans 2,500
Alastair Kilgour 25,000
Bob Head 50,000
Transactions with other related parties

IP2IPO Limited – a company which shares a parent company with IP2IPO Portfolio (GP) Limited, a major shareholder in the Group,
and which also appoints a Director of the Group charged Mirriad Advertising plc for the following transactions during the year: (1)
£3,333 for the services of Dr Mark Reilly as a Director during the year for the period from 1 January 2021 until 24 February 2021
(2020: £20,000). All of this amount was invoiced and paid as at 31 December 2021; (2) £16,667 for the services of Kelsey Lynn
Skinner as a Director during the year for the period from 24 February 2021 to 31 December 2021 (2020: £nil). £3,333 of this amount
was invoiced and unpaid as at 31 December 2021. The outstanding amount was paid in equal instalments on 4 January 2022
and 31 January 2022; and (3) £12,000 for the services of the Company Secretary during the year (2020: £12,000). £3,000 of this
amount was invoiced and unpaid as at 31 December 2021. This outstanding amount was paid on 31 January 2022.
Parkwalk Advisors Limited – a company which shares a parent company with IP2IPO Portfolio (GP) Limited, a major shareholder
in the Group, charged Mirriad Advertising plc for the following transactions during the year: (1) £20,000 for the services of Alastair
Kilgour as a Director during the year (2020: £20,000). £1,667 of this amount was accrued and unpaid as at 31 December 2021,
but was invoiced in early January 2022 and subsequently paid on 31 January 2022.
All the related party transactions disclosed above were settled by 31 December 2021 except where stated.
During the year ended 31 December 2021, the Company entered into transactions with its subsidiary companies for working
capital purposes, which net off on consolidation – these have not been shown above.
The Directors have authority and responsibility for planning, directing and controlling the activities of the Group and they therefore
comprise key management personnel as defined by IAS 24 “Related party disclosures”. Remuneration of Directors and senior
management is disclosed on page 54 in the Remuneration Report.
24. Lease commitments

All lease liabilities and right-of-use assets relate to offices leased in the countries where the Group operates. The depreciation
charge on right-of-use assets is shown in note 12. The interest expense associated with leased assets is shown in note 8.
Lease liabilities
Group Company
2021 2020 2021 2020
£ £ £ £
Current 217,825 390,220 158,433 271,600

Non-current 411,993 204,437 411,993 152,340
Total 629,818 594,657 570,426 423,940
Future minimum lease payments as at 31 December 2021 are as follows:

Group Company
2021 2020 2021 2020
£ £ £ £
No later than one year 213,426 393,255 158,433 271,600

Later than one year and no later than five years 430,033 211,604 430,033 158,433
Total gross payments 643,459 604,859 588,466 430,033
Impact of finance expenses (13,641) (10,202) (18,040) (6,093)
Carrying amount of liability 629,818 594,657 570,426 423,940

Notice of Annual General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you
should seek your own advice from a stockbroker, solicitor, accountant or other professional adviser who, if you are taking advice
in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000, as amended, or an appropriately
authorised independent financial adviser if you are in a territory outside the United Kingdom.
If you have sold or otherwise transferred all of your shares in the Company, please pass this document together with the
accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can
pass these documents to the person who now holds the shares.

(incorporated and registered in England and Wales under number 09550311)
NOTICE OF ANNUAL GENERAL MEETING
Notice of the Annual General Meeting of Mirriad Advertising plc (the “Company”) to be held at the offices of Osborne Clarke LLP,
6th Floor, One London Wall, London EC2Y 5EB at 10.00 a.m. on 13 June 2022 is set out in this document.
At the time of writing, there are no UK government restrictions on public gatherings and therefore we are inviting shareholders
to attend the meeting in person. For those shareholders intending to attend in person, please be mindful of any government
guidance in place prior to the meeting. You may be required to wear a mask when entering the building and socially distance
when seated.
We will continue to monitor the Covid-19 related restrictions on public gatherings and the public health guidance issued by
the UK government. We are optimistic shareholders will be able to attend in person, but given the continued uncertainty, there
is a possibility that the government may make changes to their current guidance which could impact this. A decision that
shareholders are unable to attend the Annual General Meeting in person, and any other necessary changes, will only be made
if the Directors believe this is the most reasonable course of action when considering the current UK government guidance
at the time of the Annual General Meeting. Any changes to Annual General Meeting arrangements will be communicated to
shareholders before the meeting through the Company’s website and, where appropriate, by RIS announcement.
Whether or not you propose to attend the Annual General Meeting, please complete and submit a proxy form in accordance
with the instructions printed on the enclosed form. The proxy form must be received not less than 48 hours before the time of
the holding of the Annual General Meeting.

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of Mirriad Advertising plc (the “Company”) will be held at
the offices of Osborne Clarke LLP, 6th Floor, One London Wall, London EC2Y 5EB at 10.00 a.m. on 13 June 2022 for the purposes
of considering and, if thought fit, passing the following resolutions of which Resolutions 1 to 7 (inclusive) will be proposed as
ordinary resolutions and Resolution 8 will be proposed as a special resolution.
Ordinary business
1. To receive and consider the Directors’ Report, the audited Financial Statements and Independent Auditors’ Report for the year
ended 31 December 2021.
2. To receive and approve the Remuneration Report contained within the report and accounts for the year ended 31 December 2021.
3. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office from the conclusion of this Annual General
Meeting until the conclusion of the next Annual General Meeting of the Company at which accounts are laid before the members
of the Company.
4. To authorise the Directors of the Company (the “Directors”) to fix the remuneration of the auditors.
5. To re-elect Mr. Stephan Beringer as a Director of the Company in accordance with the articles of association of the Company.
6. To re-elect Mr. Alastair Kilgour as a Director of the Company who retires in accordance with the articles of association of
the Company.
Special business
7. That, in substitution for any equivalent authorities and powers granted to the Directors prior to the passing of this resolution,
the Directors be and are hereby generally and unconditionally authorised for the purposes of Section 551 of the Companies
Act 2006 (“Act”) to exercise all the powers of the Company to:
(a) allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares in the
Company (such shares, and rights to subscribe for or to convert any security into shares of the Company being “relevant
securities”) up to an aggregate nominal amount of £930.60 (such amount to be reduced by the nominal amount of any
allotment or grants made under paragraph (b) below that are in excess of £930.60); and further.
(b) allot equity securities of the Company (as defined in Section 560 of the Act) up to an aggregate nominal amount of
£1,861.21 (such amount to be reduced by the nominal amount of any allotment or grants made under paragraph (a)
above) in connection with an offer by way of a rights issue:
(i) in favour of holders of Ordinary Shares in the capital of the Company, where the equity securities respectively
attributable to the interests of all such holders are proportionate (as nearly as practicable) to the respective number
of Ordinary Shares in the capital of the Company held by them; and
(ii) to holders of any other equity securities as required by the rights of those securities or as the Directors otherwise
consider necessary,
but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to
fractions of such securities, the issue, transfer and/or holding of any securities in certificated form or in uncertificated
form, the use of one or more currencies for making payments in respect of such offer, any such shares or other securities
being represented by depositary receipts, treasury shares or any legal, regulatory or practical problems arising under the
laws of, or the requirements of any regulatory body or any stock exchange in, any territory or any other matter whatsoever,
provided that (i) unless previously revoked, varied or extended, such authorities shall expire on the earlier of the conclusion
of the Company’s next Annual General Meeting and the date falling 15 months after the date of the passing of this resolution,
and (ii) before such expiry the Company may make any offer or agreement which would or might require relevant securities to
be allotted after such expiry and the Directors may allot such relevant securities pursuant to any such offer or agreement as if
the authority conferred by this Resolution 7 had not expired.

Notice of Annual General Meeting continued
Special business continued

8. That, in substitution for any equivalent authorities and powers granted to the Directors prior to the passing of this resolution,
the Directors be and are hereby generally empowered to allot equity securities (as defined in section 560 of the Act) of the
Company wholly for cash pursuant to the authority of the Directors under Section 551 of the Act conferred by Resolution 7
above (in accordance with Sections 570(1) of the Act) and/or by way of a sale of treasury shares (in accordance with Section
573 of the Act), in each case as if Section 561(1) of the Act did not apply to any such allotment provided that:
(a) such power shall be limited to:
(i) the allotment of equity securities in connection with an offer of, or invitation to apply for, equity securities (but in the
case of the authority granted under paragraph (b) of Resolution 7, by way of a rights issue only):
(A) in favour of holders of Ordinary Shares in the capital of the Company, where the equity securities respectively
attributable to the interests of all such holders are proportionate (as nearly as practicable) to the respective
number of Ordinary Shares in the capital of the Company held by them; and
(B) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise
consider necessary,
but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to
fractions of such securities, the issue, transfer and/or holding of any securities in certificated form or in uncertificated
form, the use of one or more currencies for making payments in respect of such offer, any such shares or other
securities being represented by depositary receipts, treasury shares or any legal, regulatory or practical problems
arising under the laws of, or the requirements of any regulatory body or any stock exchange in, any territory or any
other matter whatsoever; and
(ii) the allotment of equity securities, other than pursuant to sub-paragraph (i) above, up to an aggregate nominal amount
of £279.18,
(b) unless previously revoked, varied or extended, such authorities shall expire on the earlier of the conclusion of the
Company’s next Annual General Meeting and the date falling 15 months after the date of the passing of this resolution
except that the Company may at any time before such expiry make an offer or agreement which would or might require
relevant securities to be allotted after such expiry and the Directors may allot such relevant securities in pursuance of
such an offer or agreement as if this authority had not expired.
By order of the Board
Jamie Allen
Company Secretary
20 May 2022
Registered office
6th Floor
One London Wall
London
EC2Y 5EB
Registered in England and Wales No. 09550311

Explanatory notes to the resolutions
Resolution 1 – Receiving the account and reports
All public limited companies are required by law to lay their annual accounts before a general meeting of the Company, together
with the directors’ reports and auditors’ reports on the accounts. At the Annual General Meeting, the Directors will present these
documents to the members for the financial year ended 31 December 2021.
Resolution 2 – Directors’ Remuneration Report

The Company is required to put an ordinary resolution to members approving the report at the meeting at which the Company’s
report and accounts for that year are laid.
Resolution 3 – Re-appointment of auditors

This resolution concerns the re-appointment of PricewaterhouseCoopers LLP as auditors until the conclusion of the next general
meeting at which accounts are laid, that is, the next Annual General Meeting.
Resolution 4 – Auditors’ remuneration

This resolution authorises the Directors to fix the auditors’ remuneration.
Resolutions 5–6 – Re-election of Stephan Beringer and Alastair Kilgour

These resolutions concern the re-election of Stephan Beringer and Alastair Kilgour who are retiring in accordance with article
88.1(d) of the Company’s articles of association.
Resolution 7 – Directors’ power to allot shares

This resolution grants the Directors authority to allot shares in the capital of the Company and other relevant securities up to
an aggregate nominal value of £930.60, representing approximately 33.33% of the nominal value of the issued Ordinary Share
capital of the Company as at 19 May 2021, being the latest practicable date before publication of this notice. In addition, in
accordance with guidelines issued by the Investment Association, this resolution grants the Directors authority to allot further
equity securities up to an aggregate nominal value of £1,861.21, representing approximately 66.66% of the nominal value of the
issued Ordinary Share capital of the Company as at 19 May 2022 being the latest practicable date before publication of this
notice. This additional authority may be only applied to fully pre-emptive rights issues.
Unless revoked, varied or extended, this authority will expire at the conclusion of the next Annual General Meeting of the
Company or the date falling 15 months from the passing of the resolution, whichever is the earlier.
Resolution 8 – Directors’ power to issue shares for cash

This resolution authorises the Directors in certain circumstances to allot equity securities for cash other than in accordance
with the statutory pre-emption rights (which require a company to offer all allotments for cash first to existing shareholders in
proportion to their holdings). The relevant circumstances are either where the allotment takes place in connection with a rights
issue or other pre-emptive issue or the allotment is limited to a maximum nominal amount of £279.18, representing approximately
10% of the nominal value of the issued Ordinary Share capital of the Company as at 19 May 2022 being the latest practicable
date before publication of this notice. Unless revoked, varied or extended, this authority will expire at the conclusion of the next
Annual General Meeting of the Company or 15 months after the passing of the resolution, whichever is the earlier.
The Company may hold any shares it buys back “in treasury” and then sell them at a later date for cash rather than simply
cancelling them. Any such sales are required to be made on a pre-emptive, pro-rata basis to existing shareholders unless
shareholders agree by special resolution to disapply such pre-emption rights. Accordingly, in addition to giving the Directors
power to allot unissued Ordinary Shares on a non-pre-emptive basis, resolution 8 will also give Directors power to sell Ordinary
Shares held in treasury on a non-pre-emptive basis, subject always to the limitations noted above.
The Directors consider that the power proposed to be granted by resolution 8 is necessary to retain flexibility, although they do
not have any intention at the present time of exercising such power.
Unless revoked, varied or extended, the authorities conferred by resolution 8 will expire at the conclusion of the next Annual
General Meeting of the Company or 15 months after the passing of the resolution, whichever is the earlier.

Notice of Annual General Meeting continued
Notes to Notice of Annual General Meeting

1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf
at the meeting. A member may appoint more than one proxy provided that each proxy is appointed to exercise the rights
attached to a different share or shares held by that member (so a member must have more than one share to be able to
appoint more than one proxy). A proxy need not be a member of the Company but must attend the Annual General Meeting in
order to represent you. A proxy form which may be used to make such appointment and give proxy instructions accompanies
this notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please
contact the Company’s registrars on 0370 702 0150. They are open between 8.30am–5.30pm, Monday to Friday excluding
public holidays in England and Wales.
2. To be valid, the proxy form must be completed and lodged, together with the original power of attorney or other authority
(if any) under which it is signed, or a duly certified copy of such power or authority, with the Company’s registrars,
Computershare Investor Services PLC by hand only to Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol, BS99 6ZY or in accordance with the replied paid details, not less than 48 hours (excluding, in the calculation
of such time period, any part of a day that is not a working day) before the time appointed for holding the Annual
General Meeting.
3. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph
7 below) will not prevent a member attending the Annual General Meeting and voting in person if he/she wishes to do so
(although voting in person at the Annual General Meeting will terminate the proxy appointment).
4. To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company
of the votes they may cast), members must be registered in the Register of Members of the Company at the close of business
on 9 June 2022 (or, if the Annual General Meeting is adjourned, such time being not more than 48 hours prior to the time
fixed for the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in
determining the rights of any person to attend and vote at the Annual General Meeting.
5. As at 19 May 2022 (being the last business day prior to the publication of this notice of meeting) the Company’s issued
share capital consisted of 279,180,808 Ordinary Shares of £0.00001 in the capital of the Company, carrying one vote each
and 1,995,936 deferred shares of £0.025 carrying no voting rights. Therefore, the total voting rights in the Company as at
19 May 2022 were 279,180,808.
6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so
by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members,
and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on their behalf.
7. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message
(a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & International Limited
specifications, and must contain the information required for such instruction, as described in the CREST Manual (available
via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment
to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by
the issuer’s agent (CREST ID No. 3RA50) by 10am on 9 June 2022. For this purpose, the time of receipt will be taken to be
the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer’s
agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change
of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

Notes to Notice of Annual General Meeting continued
8. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK
& International Limited does not make available special procedures in CREST for any particular message. Normal system
timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the
CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has
appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action
as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In
this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred,
in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
9. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of
the Uncertificated Securities Regulations 2001.
10. Any corporation which is a member can either (i) appoint a proxy (described in notes 1 to 3 above) or (ii) appoint one or more
corporate representatives, who may exercise on its behalf all of its powers as a member provided they do not do so in relation
to the same shares. Members considering the appointment of a corporate representative should check their own legal
position, the Company’s articles of association and the relevant provision of the Companies Act 2006.
11. A copy of this notice, and other information required by section 311A of the Act, can be found at mirriadplc.com/
investor-relations.
12. You may not use any electronic address provided either in the Notice of Annual General Meeting or any related documents
(including the Chairman’s letter and proxy form) to communicate for any purposes other than those expressly stated.
13. Voting on all resolutions will be conducted by way of a poll. This is a more transparent method of voting as shareholders’ votes
are counted according to the number of shares registered in their names.
14. The following documents will be available for inspection during normal business hours at the registered office of the Company
from the date of this notice until the time of the meeting. They will also be available for inspection at the place of the meeting
from at least 15 minutes before the meeting until it ends.
(a) Copies of the service contracts of the Executive Directors of the Company.
(b) Copies of the letters of appointment of the Non-executive Directors of the Company.

Company information
Directors Company website Nominated adviser and broker

John Pearson www.mirriad.com Panmure Gordon (UK) Limited
Chairman One New Change
Independent auditors London
Stephan Beringer EC4M 9AF
Chief Executive Officer
PricewaterhouseCoopers LLP
3 Forbury Place
David Dorans 23 Forbury Road Financial PR
Chief Financial Officer Reading Charlotte Street Partners Limited
RG1 3JH 16 Alva Street
Alastair Kilgour
Edinburgh
Solicitors EH2 4QG
Bob Head Osborne Clarke LLP
Non-executive Director 6th Floor Registrars
Kelsey Lynn Skinner
One London Wall Computershare Investor
London Services plc
EC2Y 5EB The Pavilions
Bridgwater Road
Company registration number
Company Secretary Bristol
09550311
Jamie Allen BS99 6ZZ
Registered office
6th Floor
One London Wall
London
EC2Y 5EB
Stay up to date with Mirriad

For more information on our business and all
our latest news and press releases visit us at:
mirriad.com
mirriadplc.com
Follow us on social media

linkedin.com/company/mirriad/
twitter.com/mirriad
facebook.com/Mirriad/
instagram.com/mirriad_global/

Mirriad Advertising plc’s commitment to environmental issues is reflected in this
Annual Report, which has been printed on Amadeus Silk, an FSC® certified material.
This document was printed by Pureprint Group using its environmental print
technology, with 99% of dry waste diverted from landfill, minimising the impact
of printing on the environment. The printer is a CarbonNeutral® company.
Both the printer and the paper mill are registered to ISO 14001.
96 Great Suffolk Street
London
SE1 0BE

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ADOPTION

Mirriad Advertising plc Annual report and accounts 2021

06 Our events over the year 44 Corporate governance statement 70 N

£2.01m £24.9m -4p

2020 2.18 2020 35.3 2020 -4

2019 1.14 2019 19.2 2019 -8

2018 0.42 2018 15.6 2018 -14

2017 0.87 2017 27.9 2017 -19

“Mirriad can now capitalise on significant Operational highlights

Hours of content analysed in 2021

02 Mirriad Advertising plc

MEDIA INVESTMENTS ARE GOING UP

AUDIENCE REACH AND IMPACT ARE GOING DOWN

BUY-SIDE PLATFORMS VOD

SELL-SIDE PLATFORMS AR/VR*

Annual report and accounts 2021 03

TV Search Social Commerce

Significant market opportunity Protected technology and

* Source: Zenith advertising forecasts Dec 2021. Figures for TV and

04 Mirriad Advertising plc

Acceleration with brands A favourable and adaptable

Annual report and accounts 2021 05

Our events over the year

Warner Bros TV Agreement signed

JAN MAR MAY

FEB APR JUN

06 Mirriad Advertising plc

Channel 4 Bell Media

AUG OCT DEC

JUL SEP NOV

Annual report and accounts 2021 07

We were delighted to welcome Philip Mattimoe as Chief

08 Mirriad Advertising plc

Our people and culture

“Every successful campaign run or partner

Company-wide volunteering policy to help staff give back

Chief Executive Officer’s statement

The ultimate withdrawal of cookies (issue 2) has increased

2  urrent cookie-based targeting is unsustainable;

10 Mirriad Advertising plc

“Since 2020 we’ve been investing in the

Annual report and accounts 2021 11

Chief Executive Officer’s statement continued

Strategic approach Business focus and performance

12 Mirriad Advertising plc

“Mirriad’s platform more than meets Outlook

Annual report and accounts 2021 13

Opportunity for in-content advertising

* Source: Thinkbox UK - August 2021

14 Mirriad Advertising plc

THE NORTH AMERICAN MARKET IS BIGGER

US CONTENT PROVIDERS ARE INVESTING

DISNEY NBC UNIVERSAL VIACOM CBS

$25bn +$6bn $19bn +$4bn $17bn +$6bn

$19bn +$6bn $19bn +$11bn $9bn +$6bn

US CONSUMERS ARE SUBSCRIBING

Annual report and accounts 2021 15

Supply partnerships Insert advertising imagery, typically signage

16 Mirriad Advertising plc

* Source: Zenith advertising forecasts Dec 2021. Figures for TV and

2 urrent cookie-based targeting is unsustainable;