Platforms Powering Advertising: Annual Report and Accounts 2015

Platforms powering
advertising
Crossrider plc
Annual Report and Accounts
2015
Crossrider creates digital
advertising platforms for the
advertising industry. Its platforms
power both web and mobile
through the use of big data.
1
Crossrider plc
Annual Report and Accounts 2015
Highlights 2015
• Revenue up $13.5 million to $84.6 million, • Decline in revenue from Web apps platform
(2014: $71.1 million) offset by strong performance of App
distribution platform
• Adjusted EBITDA down $3.2 million to
$10.1 million, (2014: $13.3 million) • Integration of technology across web and
mobile and resulting mobile margin
• 99 per cent organic revenue growth from mobile
improvement
• Investment of $0.9m in programmatic video
technology company Clearvelvet
$10.1m 7.0bn
Adjusted EBITDA Daily available spaces
(December 2015)
$84.6m $71.3m
Revenue Cash at 31 December 2015
Contents
Strategic report Governance Financials
Executive Chairman’s review 02 Corporate governance 10 Independent auditors’ report to

Chief Financial Officer’s review 05 Board of Directors 12 the members of Crossrider plc 19
Principal risks and uncertainties 08 Remuneration Committee report 14 Consolidated statement of
comprehensive income 20
Directors’ report 16
Consolidated statement of
Directors’ responsibility statement 18
financial position 21
Consolidated statement of changes
in equity 22
Consolidated statement of cash flows 23
Notes to the consolidated
financial statements 24
Shareholder information and advisers 43
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Crossrider plc
Executive Chairman’s review
The past year has been a year of maturity and

progress for Crossrider as the Board readies
the Group for its next chapter of growth.
Overview delivered ads to 130 million users, 70 million

The past year has been a year of maturity fewer than in December 2014. The number
and progress for Crossrider as the Board of daily available ad spaces on Crossrider’s
readies the Group for its next chapter of platforms increased to 7.0 billion in
growth. The year has been characterised by December 2015, most of which were in
Crossrider’s proven prudent financial mobile, from 5.3 billion in December 2014.
management and operational discipline.
The Board oversaw the continued refocusing Within the web and desktop division,
of the business model by investing in the the decline in revenue from monetising
growth of mobile revenue to deliver organic Web apps through advertising has been
growth. In addition, Crossrider continues to offset by the success of the Desktop apps
remain methodical in its acquisition strategy, distribution business and significant growth
with investment in new technology. The in the number of Desktop apps distributed
deployment of capital remained high on in 2015. However, our current forecasts
the Board’s agenda in 2015 as the share indicate revenue decline from the Web apps
buy-back programme, announced in development platform will continue more
November 2015 and completed in January rapidly in 2016 than initially anticipated.
2016 returned $6.1 million to shareholders As a result, the Group has recognised an
Don Elgie ($5.1 million in the year to 31 December 2015). impairment charge of $9.1 million against the
Executive Chairman carrying value of the assets on the balance
In 2015 Crossrider’s revenues increased by sheet associated with the Web apps platform.
19 per cent to $84.6 million. Adjusted EBITDA
decreased by 24 per cent to $10.1 million and In the second half of 2015, the Group made
was in line with management’s expectations further progress in executing its acquisitive
reflecting the Group’s strategy to invest for growth strategy by investing in early stage
future growth whilst continuing to generate programmatic video technology.
adjusted EBITDA and operating cash flow.
Adjusted operating cash flow was $6.9 million I close the year as Executive Chairman
representing 69 per cent of Adjusted EBITDA. following the announcement of the
resignation of Chief Executive Officer, Koby
As previously communicated the Group has Menachemi, who will leave at the end of
continued to focus more of its resources on March 2016. The Board would like to take
its mobile growth strategy. As a result of a this opportunity to reiterate its thanks to
significant scaling back of the investment in Koby for his tenure. The recruitment process
our Web apps development platform for the Chief Executive required to lead
following a review of this business and its Crossrider into its next stage of growth is
prospects, the second half of the year saw an well underway.
expected decline in the number of Web apps
distributed and this is reflected in the key
performance indicators monitored by the
Group. During December 2015, Crossrider
(1) Group adjusted EBITDA is calculated as operating loss before depreciation, amortisation, other operating income,
exceptional and non-recurring costs and employee share-based payment charges and impairment of intangible assets.
The Directors believe that this provides a better understanding of the underlying trading performance of the business. A
reconciliation from Group operating profit to Group adjusted EBITDA is included in the Chief Financial Officers’
review on page 6.
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Crossrider plc
Our strategy The Group’s organic growth strategy has continued

to focus on mobile, where the Board considers the
greatest growth opportunity lies and where it believes
Crossrider has the greatest competitive advantage.
Crossrider’s revenue from mobile grew organically by

Organic
99 per cent in 2015 and now represents 26 per cent of
growth total revenue, up from 12 per cent in 2014.
strategy
Crossrider’s development team continues to seek

opportunities to enhance the Group’s organic growth
from its existing technology platforms. These primarily
arise from the Group’s expertise in media buying
analytics, insights and real time optimisation in addition
to campaign monitoring, planning and forecasting.
Crossrider’s
technology In July, Crossrider launched its new mobile affiliate
platforms network, Adooya. This will drive additional data across
Crossrider’s platforms as well as benefit from significant
revenue synergies with its existing mobile Ad Network
DefinitiMedia.
Crossrider continues to evaluate a number of potential

and significant acquisitions that meet its stated
acquisition criteria:
• Relevant and unique or disruptive technologies

that can be leveraged via Crossrider’s existing data
Acquisition
and platforms across ad-tech, e-commerce and
strategy marketing technology.
• Demonstrable track record of sustainable growth
and profitability.
• High quality teams.
In order to drive value in investment in new

technology, the Group invested in September 2015 in
early stage programmatic video technology with a $0.9
million investment for 16.67 per cent of Clearvelvet
Trading Ltd (‘Clearvelvet’).
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Crossrider plc
Executive Chairman’s review continued
Web and desktop The Desktop apps distribution platform

Crossrider’s web and desktop division continued its momentum from its strong
“Crossrider looks to comprises its Web apps development and performance in 2014 driven by the strong
2016 with confidence Desktop apps distribution platforms. These
platforms use Crossrider’s data analysis
performance of the Group’s PC repair utility
provider, Reimage. Reimage uses a repository
and excitement” technology and Business Intelligence of software ‘spare parts’ by replacing faulty
dashboards to allow publishers and files with new versions. In 2015, Reimage
advertisers to easily view and understand software was installed on over 44 million
their traffic sources. Data analysis of KPIs, devices (2014: over 16 million), repairing over
Mobile such as installation success rate, number 1.3 million PCs, reflecting the high quality
The mobile division was acquired by of active users, and type of browser can of this product. On average, 58,000
the Group in May 2014. It generated be used to model potential revenue over subscriptions were sold per month in 2015
revenues of $22.2 million in 2015, which a specific campaign period. (2014: 33,000).
represents growth of 163 per cent
over 2014, including organic growth of This has been a year of consolidation for the The strategy for the web and desktop division
99 per cent. In 2015 mobile revenues web and desktop operations. In 2015 this is to continue to drive growth in the number
represented 26 per cent of total revenues. division generated revenues of $62.4 million, of apps distributed on the Desktop app
a decrease of 1 per cent compared to 2014. distribution platform and to increase ROI
Crossrider’s mobile division operates its own through the use of better data analysis as
white label Mobile media management As a result of increased competition in well as the addition of innovative and
platform (Ajillion) and its own Mobile Ad the industry the number of daily new complementary new products.
Network (DefinitiMedia). installations generated by Crossrider’s
proprietary Web apps development platform People
During the period, Crossrider has focussed decreased to 0.4 million in December On behalf of our management team I
on enhancing the performance and expanding 2015, compared to 1.6 million daily new would like to thank all our people for their
the reach of its ‘built for mobile’ Ajillion installations in December 2014. Crossrider dedication and hard work during the past
platform and ad exchange which in December expects revenue from Web apps to continue year. As a result of the hard work done
2015 received over 6 billion ad requests daily, to decline significantly in 2016 as the to integrate Crossrider’s technology and
compared with 4 billion at December 2014. Group continues to focus on utilising the teams across platforms the Group will move
underlying technology and intellectual forward on a much stronger footing.
Crossrider has also driven the efficient property by integrating the expertise across
scaling of its DefinitiMedia Ad-Network Crossrider’s other businesses, particularly Outlook
through the integration of its technology mobile. The $9.1 million impairment charge Crossrider looks to 2016 with confidence
across the web and mobile, increasing against the assets associated with the and excitement. The Directors expect the
through automation the number of Web apps platform, announced today, also current strength of the App distribution
campaigns that can be run by an individual reflects the Group’s increased focus on business and continued investment in new
account manager. mobile and the impact this is anticipated technology to offset the decline in revenue
to have on the Web app business. from the Web apps platform and Group
Crossrider’s new affiliate network, launched EBITDA in 2016 to be in line with 2015.
in July 2015, will build on its existing mobile The balance sheet remains strong and the
offering and expand into new verticals. Board is confident in the Group’s ability to
execute accretive acquisitions. I look forward
to welcoming a new Chief Executive and
will be proud to hand over the reins of a
Company in a strategically strong position.
Don Elgie
Chairman
14 March 2016
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Crossrider plc
Chief Financial Officer’s review
Revenue for the year was $84.6 million, (2014: $71.1 million).
Adjusted EBITDA was $10.1 million, (2014: $13.3 million).
Revenue for the year was $84.6 million, (2014: $71.1 million). Adjusted EBITDA was $10.1
million, (2014: $13.3 million). Cash generated from operations for the year was $5.9 million,
(2014: $9.3 million); after adjusting for one-off and non-recurring items adjusted cash flow from
operations (as set out in the cash flow section below) was $6.9 million, (2014: $14.6 million).
The Group has a strong balance sheet with cash of $71.3 million at 31 December 2015
(31 December 2014 $76.0 million) and is debt free.
Revenue
Web and desktop revenue decreased by $0.2 million (1 per cent) to $62.4 million in 2015 driven
by the decline Web apps monetised by advertising and offset by the increase in revenue derived
from the number of Desktop apps distributed.
Revenue from mobile activities in 2015 totalled $22.2 million and was generated by the Ajillion
and DefinitiMedia businesses that were acquired in May 2014. Organic revenue growth from
mobile was $11.1 million (99 per cent) in 2015.
Segment result
The Group operates two reportable segments: web and desktop, and mobile. The division
Mark Carlisle between the two segments is based upon the channel of delivery of product or service. Segment
Chief Financial Officer result has been calculated using revenue less costs directly attributable to that segment. Cost of
sales comprises commissions paid to publishers and payment processing fees. Direct sales and
marketing costs comprise traffic acquisition costs.
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Crossrider plc
Chief Financial Officer’s review continued
Web and desktop Other operating income relates to the net income, (gross income
recharged less related expenses) earned from services terminated
2015 2014
in 2014.
$’000 $’000
Revenue 62,409 62,647 Exceptional and non-recurring costs in 2015 comprise non-recurring
Cost of sales (7,388) (13,178) staff costs of $0.1 million, (2014 $0.4m) and payments of contingent
Direct sales and marketing costs (33,796) (25,609) consideration treated as remuneration in respect of the Ajillion and
Segment result 21,225 23,860 DefinitiMedia acquisitions expensed through the income statement
of $1.9 million (2014: $0.9 million).
Segment margin % 34% 38%
Impairment of intangible assets
As a result of the change in the revenue mix of products sold within the The revenues of the Groups’ web and desktop segment are driven
web and desktop segment towards lower margin Desktop apps and a by Crossrider’s Desktop app distribution platform and its Web
decrease in the volume of advertising sold on the higher margin Web apps development platform which are considered to be separate
apps development platform, traffic acquisition costs have increased cash generating units (‘CGUs’) for the purpose of assessing the
resulting in a decrease in the overall web and desktop segment margin. carrying values of the intangible assets of the Group. During 2015,
competition within the Web apps industry increased significantly.
Mobile In addition the Group’s development and account management
2015 2014
resources were shifted away from its Web apps development
$’000 $’000 platform to its mobile platforms to focus on achieving the Group’s
Revenue 22,226 8,459 strategy of growing revenue from mobile. This resulted in a significant
Direct sales and marketing costs (16,927) (7,203) decrease in the number of Web app installations in Q4 2015.
Consequently, management now forecasts a significant reduction
Segment result 5,299 1,256 in advertising volumes from Web apps in 2016. The carrying value
Segment margin % 24% 15% of the intangible assets of the Web apps development platform
CGU has therefore been re-assessed resulting in an impairment
charge of $9.1 million being recognised in the year (2014: $nil).
Mobile margins have increased as a result of the increased scale of the
business and are expected to remain at their current levels.
Loss before tax
Loss before tax was $14.7 million (2014: $11.7 million).
Adjusted EBITDA
Adjusted EBITDA for the year ended 31 December 2015 was
Loss after tax
$10.1 million (2014: $13.3 million). Adjusted EBITDA is a non-GAAP
Loss after tax was $17.6 million (2014: $11.8 million). The
company specific measure which is considered to be a key performance
Group continues to recognise a deferred tax asset of $0.7 million
indicator for the Group’s financial performance. It excludes other
(2014: $0.5 million) in respect of tax losses accumulated in
operating income, share-based payment charges and expenses which
previous years. The tax charge of $2.9m includes the recognition
are considered to be one-off and non-recurring in nature. Adjusted
of a $2.2 million tax charge arising as a result of the change in
EBITDA is calculated as follows:
previously established corporation tax guidance in Israel relating to
2015 2014 tax positions taken in respect of the 2013 and 2014 financial years.
$’000 $’000 Of the $2.2 million charge $1.2 million has been agreed and settled in
Operating loss (13,802) (7,497) relation to profits generated in Israel in 2013, which have subsequently
Depreciation and amortisation 9,370 8,917 been deemed to be taxable as a result of recently revised OECD
Other operating income – (294) guidance and application. The remaining $1.0 million has arisen from
Employee share-based payment charge 3,407 6,787 a retrospective change to the cost plus transfer pricing methodology
Exceptional and non-recurring costs 1,957 5,431 (which was established and ratified by Israeli case law in 2015) on
Impairment of intangible assets 9,132 – share option charges incurred by subsidiaries in Israel in 2014.
Adjusted EBITDA 10,064 13,344

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Crossrider plc
Cash flow Financial position

At 31 December 2015, the Group had cash of $71.3 million and net
2015 2014
assets of $91.8 million. The Group is debt free. At 31 December
$’000 $’000
2015 trade receivables were $13.0 million, (2014: $12.4 million)
Cash flows from operations 5,910 9,314 which represented 52 days outstanding, (2014: 34 days).
Exceptional and non-recurring costs 995 5,020
Other operating income – 253 Key performance indicators
Adjusted cash flows from operations 6,905 14,587 The Group’s key performance indicators (‘KPIs’), which are reviewed by
management on a regular basis are set out below:
% of Adjusted EBITDA 69% 109%
2015 2014
$’000 $’000
Cash flows from operations was strong at $5.9 million
(2014: 9.3 million). Adjusted cash flows from operations was Financial
$6.9 million ($14.6 million) and this represented 69 per cent of Revenue 84,635 71,106
adjusted EBITDA as a result of investment in working capital during Adjusted EBITDA 10,064 13,344
the year (2014: 109 per cent). Cash flows from operations 5,910 9,314
Adjusted cash flows from operations 6,905 14,587
Tax paid in the year was $1.8 million (2014: $0.9 million) which includes Net assets 91,510 110,812
a one-off payment of $1.6 million in respect of the finalisation of the
$2.2 million exceptional tax charge set out above. Number Number
Non-financial
During the year the Group invested $0.2m in consolidating office Headcount 93 132
locations in Israel, and capitalised development costs of $1.6m. Average unique monthly users 130 million 200 million
Payments of deferred consideration in respect of the Crossrider,
Ajillion and Definiti Media acquisitions totalled $0.9 million.
The Group paid $0.5m in respect of its 16.67 per cent investment
Mark Carlisle
video technology through Clearvelvet Trading Ltd. As a result,
Chief Financial Officer
net cash outflow from investing activities was $3.2 million
14 March 2016
(2014: $11.3 million).
The share buy-back programme, announced in November 2015,

returned $5.1 million to shareholders in the year to 31 December
2015. This was completed in January 2016, returning a total of
$6.1 million.
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Crossrider plc
Principal risks and uncertainties
There are a number of potential risks and uncertainties

that could have a material impact on the Group’s
long-term performance and could cause results to differ
materially from expected and historical results.
The risks to which the business is exposed are set out below:
Risks Background Mitigating controls
Regulatory, legislative or International regulatory bodies are increasingly • All the information that the Group
self-regulatory focused on online privacy issues and, in particular, obtains regarding users and their
developments regarding on online advertising activities that use cookies profiling is information that may
internet privacy matters and other online tools to track users. Certain correspond to a particular person,
could adversely affect the internet browsers, such as Safari, automatically account or profile, but does not identify,
Group’s ability to conduct block cookies, and users are also able to adjust allow contact or enable Crossrider to
its business. their internet browser settings to block or delete locate the person to whom such
cookies. In addition, many jurisdictions have also information pertains. As a consequence,
begun to implement legislation requiring advertisers the Group is not regulated by any
and digital media sources to allow users to set their regulator or subject to any regulatory
cookie preferences independently of such settings. approval for its day to day operations.
• Whilst not externally regulated, the

Group adheres to a strict set of controls
with its partners. Partners, developers,
publishers and advertisers are required
to comply with these contractually
imposed controls, which have been
jointly created by the Group and its
legal advisers.
Large and established Large and established internet and technology • The Group actively monitors the
internet and technology companies such as Adobe Systems Incorporated, developments of the large and
companies may be able Amazon.com, Inc. (‘Amazon’), AOL, Inc., Apple, eBay established internet and technology
to significantly impair Inc., Facebook, Inc. (‘Facebook’), Google, Microsoft companies to identify any threats
the Group’s ability and Yahoo! Inc. may have the power to significantly that may impair the Group’s ability
to operate. change the very nature of the internet display to operate.
advertising marketplace, and these changes could
materially disadvantage the Group. For example,
Amazon, Apple, Facebook, Google and Microsoft
have substantial resources and control a significant
share of widely adopted industry platforms such
as web browsers, mobile operating systems and
advertising exchanges and networks. Changes to
their web browsers, mobile operating systems,
platforms, exchanges, networks or other products
or services could be significantly harmful to the
Group’s business. Such companies could also seek
to replicate all or parts of the Group’s business.
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Crossrider plc
Risks Background Mitigating controls
If the Group fails to innovate To remain competitive the Group’s future success • The Group invests in research and
and respond effectively to will depend on its ability to continuously enhance development resources to ensure that
rapidly changing technology, and improve its solutions to meet client needs, add the Group’s technology platforms are
the Group’s solution may functionality to advertiser and publisher platforms continually enhanced through evolution
become less competitive and address technological advancements. For example, and innovation.
or obsolete. as e-commerce and consumption of content continues
to migrate from the web to mobile and tablet devices • The Group also invests in acquisitions
and advertisements more frequently include video or to expand its technology platforms
incorporate animation, sound and/or interactivity (rich and adapt to the rapidly changing
media content), businesses are increasingly demanding technology environment.
that internet display advertising solutions extend to
all three screens and support video and rich media
content. In addition, as consumers spend more time
watching videos and playing social network games
online, as opposed to browsing static webpages,
businesses may increasingly shift their advertising
budgets to video and game publishers or, if consumers
fail to engage with advertisements displayed on
smaller screens, reduce their internet display
advertising budgets.
Failures in the Group’s In addition to the optimal performance of the • The Group outsources hosting services,
IT systems and Crossrider Engine, the Group’s business relies on holding minimal server infrastructure
infrastructure supporting its the continued and uninterrupted performance of its itself. This allows the Group to flex and
solution could significantly software and hardware infrastructures. The Group grow its operations efficiently.
disrupt its operations and currently places over 1.8 billion advertisements per
cause it to lose clients. day and each of those advertisements is placed in • Crossrider uses third party content
milliseconds. Sustained or repeated system failures distribution network services in order
of its software and hardware infrastructures, to offload traffic served directly from
which interrupt its ability to deliver advertisements its own infrastructure and minimise
quickly and accurately, its ability to serve and network latency.
track advertisements and its ability to process
consumers’ responses to those advertisements,
could significantly reduce the attractiveness of
its solution to advertiser clients and publishers,
reduce its revenue and affect its reputation.
The Group is a multinational As a multinational organisation, operating in multiple • The Group uses advisers to review its
organisation faced with jurisdictions such as the Isle of Man, Cyprus, Israel, tax position and ensure compliance with
increasingly complex tax Romania and the United Kingdom, the Group may local tax legislation.
issues in many jurisdictions, be subject to taxation in several jurisdictions around
and it could be obliged to the world with increasingly complex tax laws, the
pay additional taxes in application of which can be uncertain. The amount
various jurisdictions as a of taxes it pays in these jurisdictions could increase
result of new taxes, laws or substantially as a result of changes in the applicable
interpretation, including tax principles, including increased tax rates, new tax
sales taxes, which may laws or revised interpretations of existing tax laws
negatively affect its business. and precedents, which could have a material adverse
effect on its liquidity and results of operations.
10
Crossrider plc
Corporate governance
The Board of Directors of the Company (‘the Board’)

is responsible for the Group’s system of
corporate governance.
Overview The Non-Executive Directors do not have any day-to-day

The current policies and procedures as adopted by the Group are involvement in the running of the business but are responsible for
set out below. scrutinising the performance of management in meeting agreed
goals and objectives and monitoring the reporting of performance.
Role of the Board All Board members are considered to be able to allocate sufficient
The Board is responsible for the overall strategy and direction of time to the Company to discharge their responsibilities as
the Group. It provides robust leadership of the Company within a Directors effectively.
framework of effective controls which enable risk to be assessed and
managed. The Board in setting the Company’s aims, ensure that the The Board meets at regular scheduled intervals and follows a formal
necessary financial and human resources are in place to meet its agenda; it also meets as and when required. No one individual has
objectives. It regularly reviews management performance and unfettered powers of decision. The Directors may take independent
upholds the Company’s values and standards so that its obligations professional advice at the Group’s expense.
to shareholders and others are understood and met.
Board committees
The Board is supplied with information in a quality form and in a The Group has an Audit Committee, a Nominations Committee,
timely manner to enable it to discharge its duties. The Board also and a Remuneration Committee. Each committee has written terms
reviews arrangements under which employees are able to raise of delegated responsibilities which will be available for review at the
concerns in confidence about possible improprieties in matters of end of the Annual General Meeting for 2016 and are available for
financial reporting or other areas. review in the Investor Relations section of the Group’s website
www.crossrider.com. The Board and its committees are considered
Division of responsibilities to have the appropriate balance of skills, experience, independence,
During 2015 the Chairman, Donald (Don) Elgie had a clear and and knowledge of the Company to enable them to discharge their
distinctive responsibility of running the Board whilst the executive respective duties and responsibilities effectively.
responsibility of running the Company’s business was delegated to
the Chief Executive Officer, Yakov (Koby) Menachemi. Remuneration Committee
The Remuneration Committee is comprised of David Cotterell
At 31 December 2015 the Board comprised five Directors, three of (Chair of the Committee), Don Elgie and Martin Blair, the
whom were Non-Executive Directors. majority of whom are Non-Executive Directors. It is responsible
for making recommendations to the Board on remuneration
On 17 January 2016 Koby Menachemi announced his intention to policy as applied to the Company’s Executive Directors. The
resign as Chief Executive Officer on 31 March 2016 and the Board Remuneration Committee also considers grants of options
appointed Don Elgie as Executive Chairman. It is the Board’s under the company’s share option schemes. The policy of the
intention that this is a temporary measure and that Don Elgie will Remuneration Committee is to grant share options to employees
return to the position of Non-Executive Chairman upon the as part of a remuneration package to motivate them to contribute
appointment of a new Chief Executive Officer. to the growth of the Group over the medium to long term.
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Crossrider plc
The Chief Executive may, at the Remuneration Committee’s The Audit Committee considered the threats to the independence
invitation, attend meetings except where his own remuneration is of BDO LLP created by the provision of the non-audit services and
discussed. The Remuneration Committee met twice during the past concluded that sufficient safeguards were in place.
financial year. The Remuneration Committee’s terms of reference,
which can be found on the Company’s website www.crossrider.com, BDO was appointed as auditor of the Group for the year ended
are reviewed on an annual basis and updated as required. 31 December 2013. The Audit Committee will keep under review,
in consultation with major shareholders, the decision as to whether
The Remuneration Committee Report, which includes details of to conduct a tender in respect of the audit in line with the
Directors’ remuneration, pension entitlements and Director’s recommendations of the Financial Reporting Council and the
interests, together with information on service contracts, is set proposed revisions to European Directives on Auditors.
out on pages 14 to 15.
Nominations Committee
Audit Committee The Nominations Committee is comprised of Don Elgie (Chair of the
The Audit Committee is comprised of Martin Blair (Chair of the Committee), Martin Blair and David Cotterell, the majority of whom
Committee), David Cotterell and Don Elgie, the majority of whom are independent Non-Executive Directors. The Committee meets
are Non-Executive Directors. when appropriate and considers the composition of the Board,
retirements and appointments of additional and replacement Directors
The Committee meets at least twice a year and at other times as and makes appropriate recommendations to the Board. The objective
agreed between the members of the Committee. Executive Directors of the Committee is to review the composition of the Board and to plan
and the Group’s auditors may be invited to attend all or part of any for its progressive refreshing, with regard to balance and structure. The
meetings. The Committee also meets with the Group’s external Committee is responsible for:
auditors without the presence of the Executive Directors.
• Reviewing the structure of the Board.
The Committee terms of reference, which can be found on the • Evaluating the balance of skills, knowledge, experience and diversity
Company’s website www.crossrider.com, are reviewed on an annual of the Board.
basis and updated as required. • Advising the Board on any areas where further recruitment may
be appropriate.
Risk management and internal controls • Succession planning for key executives at Board level and below.
During the year, the Audit Committee has reviewed the
scope and effectiveness of systems to identify and address Where necessary and appropriate, recruitment consultants are used to
financial and non-financial risks. The review identified the assist the Committee in delivering its objectives and responsibilities.
key risks, risk control measures and the implementation
status of the risk control measures. The report was presented The Committee leads the process for the identification and selection
to the Committee by the Chief Financial Officer. of new Directors and makes recommendations to the Board in
respect of such appointments. The Committee also makes
Audit of the Group’s Annual Report and Financial Statements recommendations to the Board on membership of its committees.
In advance of the audit of the Group’s Annual Report and Financial The Committee terms of reference, which can be found on the
Statements the Audit Committee reviewed the plans as presented Company’s website www.crossrider.com, are reviewed on an annual
by the Group’s external auditor, BDO LLP. The plan set out the basis and updated as required.
proposed scope of work, audit approach, materiality and identified
areas of audit risk.
The Audit Committee also reviewed the Annual Report and Financial
Statements along with the audit findings report presented by BDO LLP.
Auditor independence
The Audit Committee monitors the independence of the Group’s
external auditor. During the year BDO LLP provided the Group with
the following non-audit services:
• Taxation compliance services.

• Taxation advisery services.
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Crossrider plc
Board of Directors
Don Elgie
Executive Chairman
Background and experience

Don retired as Group CEO of Creston plc Don is also Non-Executive Chairman of
(LSE: CRE), a marketing services company Emoderation, a privately owned social media
which is listed on the Main Market, at the end company. He is Chairman of the Company’s
of March 2014. He founded Creston plc, Nominations Committee.
a digitally focused communications and insight
group in 2001 and built it into an international
group which generated £75m revenue, £12m
EBITDA and employed over 800 people as at
March 2014. Don has many years’ experience
in marketing services including developing
companies organically and by acquisition.
Mark Carlisle
Chief Financial Officer

Mark Carlisle is a Chartered Accountant Before FFastFill, Mark worked at Kewill
and is experienced both in leading and plc, a freight and logistics software
advising finance teams within UK listed and company that has since delisted after
multinational companies. Prior to Crossrider, being acquired, where he served as Group
Mark was CFO of FFastFill Limited, a Financial Controller. Mark began his career
previously AIM traded company which at Deloitte, spending just under 10 years
was acquired by ION Trading for £106m in there rising to become a Senior Manager
March 2013. FFastFill provides software and within the firm’s Technology, Media and
services to the global financial community. Telecommunications Audit practice.
13
Crossrider plc
David Cotterell
Non-Executive Director

David has over 25 years’ experience in the David is currently Non-Executive Chairman
information technology software and service of RapidCloud Int plc (LSE:RCI) and
sector. He has held senior management SyQic plc (LSE: SYQ). David sits on the
roles with firms such as ACT Financial Remuneration and Audit Committees of
Systems, DST, Advent and SQS Group plc both companies. Additionally David is
and has led and successfully implemented Chairman of IT services company Qualitest
two trade sales of technology companies. UK. David is Crossrider Group’s Senior
Between 2006 and 2011 David served as Independent Director and also Chairman of
the CEO of UKIISA Region (UK, Ireland, the Company’s Remuneration Committee.
South Africa and India) and as Board
Director at SQS Group plc (LSE:SQS).
Martin Blair
Non-Executive Director

Prior to joining the Board of Crossrider, Martin qualified as a chartered accountant
Martin acted as CFO of Pilat Media Global with Ernst & Young in 1982 and between
plc, a company previously admitted to 1983 and 1986 worked for PwC. He then
trading on both AIM and the Tel Aviv Stock joined the mail order and retail company,
Exchange, which developed, marketed Freemans plc and later moved into the
and supported new generation business media sector as Director of Finance &
management software solutions for Administration and then as Vice President
content and service providers in the media of United International Pictures Limited,
industry. Martin joined Pilat Media in 2001, between 1988 and 1996. Martin is Chairman
ahead of its admission to AIM in 2002. of the Company’s Audit Committee.
Pilat Media was acquired by SintecMedia
Ltd for £63.3 million in April 2014.
14
Crossrider plc
Remuneration Committee report (Unaudited)
The Remuneration Committee (for the purpose of the Remuneration Committee report (‘the Committee’) is comprised of David Cotterell
(Chair of the Committee), Don Elgie and Martin Blair the majority of whom are Non-Executive Directors.
The Directors (other than alternate Directors) shall be entitled to receive by way of fees for their services as Directors (in addition to fees paid
for employment or executive services) such sum as the Board may from time to time determine, provided that such amount shall not exceed
in aggregate £500,000 per annum or such greater sum as the Company in general meeting shall from time to time determine by ordinary
resolution. Any fees payable shall be distinct from any salary, remuneration or other amounts payable to a Director.
Each Director is entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred by him in or about the performance
of his duties as a Director, including any expenses incurred in attending meetings of the Board or any committee of the Board or general
meetings or separate meetings of the holders of any class of shares or of debentures of the Company.
Directors emoluments
Directors’ emoluments for the 2015 financial year are set in Pounds Sterling. These are set out in the tables below along with the US Dollar
equivalent cost to the Company:
Base Salary / Fees Benefits Pension Bonus Total

Name GBP£ GBP£ GBP£ GBP£ GBP£
Koby Menachemi 245,000 66,992 12,250 220,500 544,742

Mark Carlisle 130,000 620 6,500 91,000 228,120
Don Elgie 93,125 – – – 93,125
David Cotterell 50,000 – – – 50,000
Martin Blair 53,500 – – – 53,500
The US Dollar equivalent cost to the Company has been calculated using a USD/GBP rate of 1.45.
Base Salary / Fees Benefits Pension Bonus Total

Name $ $ $ $ $
Koby Menachemi 355,250 97,138 17,763 319,725 789,876

Mark Carlisle 188,500 898 9,425 131,950 330,773
Don Elgie 135,031 – – – 135,031
David Cotterell 72,500 – – – 72,500
Martin Blair 77,575 – – – 77,575
Benefits include the living allowance paid to Koby Menachemi as he was required to relocate from Israel on his appointment.

The beneficial interests of the Directors who held office at 31 December 2015, together with that of persons connected with the Directors,
in the share capital of the Company were as follows:
Directors’ interests in shares
2015 2014
Percentage of Number of Percentage of Number of
Name issued share capital ordinary shares issued share capital ordinary shares
Koby Menachemi 0.10% 142,339 0.05% 74,339

Mark Carlisle 0.01% 14,868 0.01% 14,868
Don Elgie 0.07% 97,087 0.07% 97,087
Martin Blair 0.01% 19,417 0.01% 19,417
David Cotterell 0.03% 48,544 0.03% 48,544
15
Crossrider plc
Directors’ interests in share options
Number of ordinary shares Number of ordinary shares

under option at under option
Name 31 December 2014 Date of grant Exercise Price at 31 December 2015
Koby Menachemi 5,376,340(i) 23 September 2014 USD 0.44873 5,376,340(i)

Mark Carlisle 854,940(ii) 22 September 2014 £1.03 854,940(ii)
(i) This interest arises pursuant to a call option agreement with Zirconium Limited dated 23 September 2014 pursuant to which Zirconium Limited has an option to acquire up to 5,376,340
existing ordinary shares held by Unikmind Holdings Limited at an exercise price of USD 0.44873 per ordinary share. Koby Menachemi is the sole shareholder of Zirconium Limited. The
option may be exercised in whole or in part (either once or in instalments) at any time up until the fourth anniversary of the agreement but may only be exercised before the 30th
September 2015 subject to receipt of requisite regulatory approvals in respect of the application of Rule 7 of the AIM Rules.
(ii) Vesting schedule: 25% one year from date of grant of 22 September 2014 and then in 12 equal quarterly instalments thereafter.
Annual bonus
The bonuses for the Executive Directors for 2015 were based on the following:
Performance target Weighting
Adjusted EBITDA Commercially confidential 80%

Non-financial and strategic objectives Commercially confidential 20%
The level of bonus payable by reference to the financial performance of the Company was determined on a sliding scale based on the Company’s
budget for the financial year.
Service contracts
Executive Directors
The service agreements of the Executive Directors are for an indefinite term and provide for formal notice of 6 months to be served to
terminate the agreement, either by the Company or by the Director. In addition to their annual salaries, the Executive Directors are entitled to
annual pension contributions of 5 per cent as well as other benefits commensurate with their positions including health related benefits. Koby
Menachemi also received a living allowance of £50,000 per annum which is subject to annual review.
Non-Executive Directors
Fees for Non-Executive Directors are set with reference to time commitment, the number of committees chaired and relevant external market
benchmarks. In addition to covering travel expenses, the Remuneration Committee has approved additional fees of £1,750 per day to be paid
to Non-Executive Directors for additional time commitments outside of those agreed upon their appointment up to a maximum of 20 days.
During the year Don Elgie was paid for 7.5 additional days and Martin Blair was paid for 2 additional days.
The Non-Executive Directors each have specific letters of appointment, rather than service contracts. Non-Executive Directors are appointed for
an initial term of 3 years and, under normal circumstances would be expected to serve for additional 3 year terms, up to a maximum of 9 years,
subject to satisfactory performance and re-election at the Annual General Meeting as required.
David Cotterell
Chairman, Remuneration Committee
14 March 2016

16
Crossrider plc
Directors’ report
The Directors present their Annual Report on the affairs of the Group, Re-election of Directors
together with the financial statements and independent auditor’s The Articles of Association require that at each Annual General
report for the year ended 31 December 2015. The corporate Meeting one third of the Directors (excluding any Director who has
governance statement set out on pages 10 to 11 forms part of been appointed by the Board since the previous Annual General
this report. Meeting) or, if their number is not an integral multiple of 3, the number
nearest to one third but not exceeding one third shall retire from office
The Company’s full name is Crossrider plc, domiciled in the Isle of (but so that if there are fewer than 3 Directors who are subject to
Man with company number 011402V. Crossrider plc is a public listed retirement by rotation one shall retire).
company, listed on the Alternative Investment Market (‘AIM’) of the
London Stock Exchange. Any Director who is not required to retire by rotation but who has
been in office for three years or more since his appointment or his last
Principal activity re-appointment or who would have held office at not less than three
The principal activity of the Group is the provision of software consecutive Annual General Meetings of the Company without retiring
platforms to the digital advertising industry. A detailed overview of shall retire from office.
the Group’s activities is set out on pages 2 to 4.
Appointment of a Director
Review of business and future developments The Articles of Association require that any Director appointed by
Details of the Group’s performance during the year under review and the Board shall, unless appointed at such meeting, hold office only
expected future developments are set out in the strategic report on until the dissolution of the Annual General Meeting of the Company
pages 2 to 7. A description of the principal risks and uncertainties facing next following such appointment.
the Group is set out on pages 8 to 9.
Directors’ responsibility statement
Dividends The statement of Directors’ responsibility is set out on page 18.
The Directors do not recommend the payment of a dividend
(2014: $nil). The declaration and payment by the Company of any Directors’ indemnities
future dividends on the ordinary shares will depend on the results of The Directors have been granted an indemnity from the Company to
the Group’s operations, its financial condition, cash requirements, the extent permitted by law in respect of liabilities incurred as a result
future prospects, profits available for distribution and other factors of their office which remains in force at the date of this report.
deemed to be relevant at the time.
Employee policies
The Board recognises the importance of dividend income to At the 31 December 2015, the Group employed 93 people,
Shareholders and intends to adopt, at the appropriate time, a (31 December 2014: 132 people). The Group is committed to
progressive dividend policy to reflect the expectation of future cash attracting and retaining personnel with the requisite technical skills
flow generation and long term earnings potential of the Company. and experience to implement its growth strategy and maintain its
However, it is not the current intention of the Board to declare any position in the competitive industry in which it operates. Crossrider
dividends in the near term. The Board may revise the Company’s therefore places significant emphasis on ensuring that it has a strong
dividend policy from time to time in line with the actual results of recruitment team as well as appropriate remuneration and bonus
the Company. policies which are set by reference to appropriate objectives and
include share-based incentive schemes, details of which are set out
Directors in note 18 to the financial statements.
The Directors who served during the period were as follows:
Financial instruments
Yakov (Koby) Menachemi The Group does not currently use derivative financial instruments.
Mark Carlisle A summary of the Group’s financial instruments, changes in share
Donald (Don) Elgie capital and related disclosures are set out in notes 15 and 17 to the
David Cotterell financial statements. The Group has no material exposure to price,
Martin Blair liquidity, or cash flow risk that would impact its objectives.
On 17 January 2016 Koby Menachemi announced his intention to

resign as a Director of the Company on 31 March 2016.
17
Crossrider plc
Capital structure Going concern

Under the IOM Companies Act, the Company is not required to The Directors, having considered the Group’s resources financially
have an authorised share capital. The ordinary shares in issue at and the associated risks with doing business in the current economic
31 December 2015 have been created pursuant to the BVI Companies climate, believe the Group is capable of successfully managing these
Act and the Articles of Association of the Company in place prior to risks. The Board has reviewed the cash flow forecast and business
the re-domiciliation of the Company from the BVI to the IOM on plan as provided by management which includes the rate of revenue
13 August 2014 and are ordinary shares of USD 0.0001 par value. growth, margins and cost control. As such, the Directors are satisfied
that the Group has adequate resources to continue in operational
Details of the issued share capital as at 31 December 2015 of existence for the foreseeable future. Accordingly, they continue to
148,496,073 ordinary shares of USD 0.0001 par value, together adopt the going concern basis in preparing these financial statements.
with details of the movements in the Company’s issued share capital
during the year are shown in note 15 to the financial statements. The Annual General Meeting
Company has one class of ordinary shares, which carry no right to The Annual General Meeting for 2016 will be held at the offices of Bell
fixed income. Each share carries the right to one vote at general Pottinger, Holborn Gate, 330 High Holborn, London WC1V 7LU on
meetings of the Company. Thursday, 19 May 2016 at 12:00 noon. The notice convening the
Annual General Meeting for this year, and an explanation of the items
There are no specific restrictions on the size of a holding nor on the of non-routine business are set out in the circular that accompanies the
transfer of shares, which are both governed by the general provisions Annual Report.
of the Articles of Association and prevailing legislation. Save as
provided by the terms of certain lock-in agreements entered into Auditor
between the Company, the Directors and certain shareholders, the A resolution to reappoint BDO LLP as the Company’s auditor will be
Directors are not aware of any agreements between holders of the proposed at the 2016 Annual General Meeting.
Company’s shares that may result in restrictions on the transfer of
securities or on voting rights. Each of the persons who is a Director at the date of approval of this
Annual Report confirms that:
As at 31 December 2015 the Company held 6,201,423 shares in
treasury and no shares in the capital of the Company are held by or • So far as the Director is aware, there is no relevant audit
on behalf of the Company or by any of the Company’s subsidiaries. information of which the Company’s auditor is unaware.
• The Director has taken all the steps that he ought to have taken
Details of employee share schemes are set out in note 18 to the as a Director in order to make himself aware of any relevant audit
financial statements. information and to establish that the Company’s auditor is aware
of that information.
Political and charitable donations
The Company made no political or charitable donations during the Signed on behalf of the Board by:
year (2014: $nil).
Related party transactions Don Elgie

Details of all related party transactions are set out in note 21 to the Executive Chairman
financial statements. 14 March 2016
Research and development

The Group maintains an integrated global research and development
team which has a staff of 32 (2014: 52). In the opinion of the
Directors, continuity of investment in this area is essential for the
maintenance of the Group’s market position and for future growth.
The amount of research and development costs capitalised in the
year was $1,593,000 (2014: $597,000).
18
Crossrider plc
Directors’ responsibility statement
The Directors are responsible for preparing the Annual Report The Directors are responsible for keeping adequate accounting
and the financial statements in accordance with applicable records that correctly explain the transactions of the Company,
law and regulations. enable the financial position of the Company to be determined with
reasonable accuracy at any time and allow financial statements to be
Isle of Man company law does not require the Directors to prepare prepared. They are also responsible for safeguarding the assets of the
financial statements for each financial year, however the Group is Company and hence for taking reasonable steps for the prevention
required to do so to satisfy the requirements of the AIM rules. Under and detection of fraud and other irregularities.
company law, when preparing the financial statements, the Directors
are required to prepare the group financial statements in accordance The Directors are responsible for the maintenance and integrity of
with an appropriate set of generally accepted accounting principles the corporate and financial information included on the Company’s
or practice. The Directors have elected to use International Financial website. The Directors’ responsibility also extends to the continued
Reporting Standards (IFRSs) as adopted by the European Union. integrity of the financial statements contained therein.
Under Company law the Directors must not approve the accounts Signed on behalf of the Board by:
unless they are satisfied that they give a true and fair view of the state
of affairs of the Company and of the profit or loss of the Company for
that period. Don Elgie
Executive Chairman
In preparing these financial statements, International Accounting 14 March 2016
Standard 1 (revised) requires that Directors:
• Properly select and apply accounting policies.

• Present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable
information.
• Provide additional disclosures when compliance with the specific
requirements in IFRSs are insufficient to enable users to understand
the impact of particular transactions, other events and conditions on
the entity’s financial position and financial performance.
• Make an assessment of the Company’s ability to continue as
a going concern.
19
Crossrider plc
Independent auditor’s report to the members of Crossrider plc
We have audited the financial statements of Crossrider plc for the Scope of the audit of the financial statements
year ended 31 December 2015 which comprise the Consolidated An audit involves obtaining evidence about the amounts and
Statement of Comprehensive Income, the Consolidated Statement of disclosures in the financial statements sufficient to give reasonable
Financial Position, the Consolidated Statement of Changes in Equity, assurance that the financial statements are free from material
the Consolidated Statement of Cash Flows and the related notes. misstatement, whether caused by fraud or error. This includes an
The financial reporting framework that has been applied in their assessment of: whether the accounting policies are appropriate to the
preparation is applicable law and International Financial Reporting Company’s circumstances and have been consistently applied and
Standards (IFRSs) as adopted by the EU. adequately disclosed; the reasonableness of significant accounting
estimates made by the directors; and the overall presentation of the
This report is made solely to the Company’s members as a body, in financial statements. In addition, we read all the financial and non-
accordance with Section 80C of the Isle of Man Companies Act 2006 financial information in the Annual Report to identify material
and the terms of our engagement. Our audit work has been inconsistencies with the audited financial statements and to identify
undertaken so that we might state to the Company’s members those any information that is apparently materially incorrect based on, or
matters we are required to state to them in an auditor’s report and materially inconsistent with, the knowledge acquired by us in the
for no other purpose. To the fullest extent permitted by law, we do course of performing the audit. If we become aware of any apparent
not accept or assume responsibility to anyone other than the Company, material misstatements or inconsistencies we consider the
and the Company’s members as a body for our audit work, for this implications for our report.
report, or for the opinion we have formed.
Opinion on the financial statements
Respective responsibilities of directors and auditors In our opinion the financial statements:
As explained more fully in the statement of directors’ responsibilities,
the Directors are responsible for the preparation of the financial • give a true and fair view of the state of the group’s affairs as at
statements and for being satisfied that they give a true and fair view. 31 December 2015 and of its loss for the year then ended; and
Our responsibility is to audit and express an opinion on the financial • have been properly prepared in accordance with IFRSs as adopted
statements in accordance with applicable Isle of Man company law by the EU.
and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Financial Reporting Council’s BDO LLP
Ethical Standards for Auditors. Chartered Accountants
London
United Kingdom
14 March 2016
BDO LLP is a limited liability partnership registered in England and

Wales (with registered number OC305127).
20
Crossrider plc
Consolidated statement of comprehensive income

For the year ended 31 December 2015
2015 2014
Note $’000 $’000
Revenue 4 84,635 71,106

Cost of sales (7,388) (13,178)
Gross profit 77,247 57,928
Selling and marketing costs (54,146) (35,894)
Research and development costs (3,500) (6,118)
Management, general and administrative costs (14,901) (14,790)
Depreciation and amortisation 10,11 (9,370) (8,917)
Impairment of intangible assets 10 (9,132) –
Total operating costs (91,049) (65,719)
Other operating income – 294
Operating loss 6 (13,802) (7,497)
Adjusted EBITDA(1) 10,064 13,344

Other operating income – 294
Employee share-based payment charge 6 (3,407) (6,787)
Exceptional and non-recurring costs 6 (1,957) (5,431)
Depreciation and amortisation 10,11 (9,370) (8,917)
Impairment of intangible assets 10 (9,132) –
Operating loss (13,802) (7,497)
Share of results of equity accounted associates (38) –

Finance income 15 49
Finance costs 8 (870) (4,277)
Loss before taxation (1 4,695) (11,725)
Exceptional tax charge 9 (2,200) –
Tax charge 9 (702) (43)
Loss for the year (17,597) (11,768)
Other comprehensive income:
Foreign exchange differences on translation of foreign operations 1 2
Total comprehensive income for the year – attributable to owners of the parent (17,596) (11,766)
Basic earnings per share (cents) 19 (11.9) (10.5)
Diluted earnings per share (cents) 19 (11.9) (10.5)
(1) Adjusted EBITDA is a non-GAAP measure. Adjusted EBITDA is a company specific measure which is calculated as operating loss before depreciation, amortisation, other operating
income, exceptional and non-recurring costs, employee share-based payment charges and impairment of intangible assets which are considered to be one off and non-recurring
in nature.
21
Crossrider plc
Consolidated statement of financial position

As at 31 December 2015
2015 2014
Note $’000 $’000
Non-current assets
Intangible assets 10 19,254 35,767
Property, plant and equipment 11 1,003 1,178
Investments in equity accounted associates 16 812 –
Deferred tax asset 9 716 567
21,785 37,512
Current assets
Trade and other receivables 12 16,280 14,100
Cash and cash equivalents 13 71,336 76,041
87,616 90,141
Total assets 109,401 127,653
Equity
Share capital 14 15
Additional paid in capital 131,287 136,399
Retained earnings (39,791) (25,602)
Equity attributable to equity holders of the parent 91,510 110,812
Non-current liabilities
Deferred tax liabilities 9 986 1,283
Deferred consideration for the acquisition of subsidiary 24 184 877
1,170 2,160
Current liabilities
Trade and other payables 14 15,316 13,538
Deferred consideration for the acquisition of subsidiary 24 1,405 1,143
16,721 14,681
Total equity and liabilities 109,401 127,653
The financial statements were approved by the Board and authorised for issue on 14 March 2016.
Don Elgie Mark Carlisle

Executive Chairman Chief Financial Officer
22
Crossrider plc
Consolidated statement of changes in equity

Share Additional Retained

capital paid in capital earnings Total
$’000 $’000 $’000 $’000
At 1 January 2014 10 11,088 (13,121) (2,023)

Loss for the year – – (11 ,768) (11,768)
Foreign exchange differences on translation of foreign operations – – 2 2
Total comprehensive income for the year – – (11,766) (11,766)
Transactions with owners:
Share-based payments – – 6,787 6,787
Issue of equity share capital 5 125,311 (7,502) 117,814
At 31 December 2014 15 136,399 (25,602) 110,812
At 1 January 2015 15 136,399 (25,602) 110,812
Foreign exchange differences on translation of foreign operations – – 1 1
Total comprehensive income for the year – – (17,596) (17,596)
Transactions with owners:
Share-based payments – – 3,407 3,407
Exercise of employee options (note 15) – 18 – 18
Purchase of own shares (note 15) (1) (5,130) – (5,131)
At 31 December 2015 14 131,287 (39,791) 91,510
23
Crossrider plc
Consolidated statement of cash flows

2015 2014
Note $’000 $’000
Cash flow from operating activities

Loss for the year after taxation (17,597) (11,768)
Adjustments for:
Amortisation of intangible assets 10 8,974 8,678
Impairment of intangible assets 10 9,132 –
Depreciation of property, plant and equipment 11 396 239
Tax charge 9 2,902 43
Interest income (15) (49)
Interest expenses 8 210 2,825
Share-based payment charge 18 3,407 6,787
Share of results of associates 16 38 –
Unrealised foreign exchange differences 660 1,452
Operating cash flow before movement in working capital 8,107 8,207
Increase in trade and other receivables (2,529) (8,035)
(Decrease)/increase in trade and other payables (631) 8,978
Increase in other current liabilities 963 164
Cash flow from operations 5,910 9,314
Tax paid net of refunds (1,826) (936)
Cash generated from operations 4,084 8,378
Cash flow from investing activities
Purchases of property, plant and equipment 11 (220) (950)
Net cash paid on business combination 24 (902) (9,799)
Net cash paid on Investment in associates 16 (500) –
Capitalisation of development costs 10 (1,593) (597)
Net cash used in investing activities (3,215) (11,346)
Cash flow from financing activities
Net proceeds on issue of shares – 71,419
Net payment for purchase of own shares 15 (5,131) –
Proceeds from borrowings – 6,615
Net cash generated from financing activities (5,131) 78,034
Net (decrease)/increase in cash and cash equivalents (4,262) 75,066
Revaluation of cash due to changes in foreign exchange rates (443) (1,177)
Cash and cash equivalents at beginning of year 76,041 2,152
Cash and cash equivalents at end of year 13 71,336 76,041
24
Crossrider plc
Notes to the consolidated financial statements
1 Basis of preparation Foreign currencies

The financial information provided is for Crossrider plc (the ‘Company’) (a) Presentational currency
and its subsidiary undertakings (together the ‘Group’) in respect of the Items included in the Group’s financial statements are measured
financial years ended 31 December 2015 and 2014. using the currency of the primary economic environment in which each
entity of the Group operates (the ‘functional currency’). The financial
The financial information has been prepared in accordance with statements are presented in United States Dollars ($000).
International Financial Reporting Standards, International Accounting
Standards and interpretations (collectively IFRS) as adopted by the EU. (b) Transactions and balances
Foreign currency transactions are translated into the functional
Going concern currency using the exchange rates prevailing at the dates of the
The Directors have, at the time of approving the financial statements, transactions. Foreign exchange gains and losses resulting from the
a reasonable expectation that the Company and the Group have settlement of such transactions and from the translation at year end
adequate resources to continue in operational existence for the exchange rates of monetary assets and liabilities denominated in
foreseeable future. They therefore continue to adopt the going foreign currencies are recognised in profit or loss.
concern basis of accounting in preparing the financial statements.
(c) Consolidation
Adoption of new and revised standards The functional currency of the Company, and the presentation
New standards and amendments to existing standards that have currency for the consolidated financial statements is United States
been published and are mandatory for the first time for the financial Dollars. For the purpose of the consolidated financial statements,
year beginning 1 January 2015 have been adopted but had no the assets and liabilities of the Group’s foreign operations with a
significant impact on the Group. functional currency other than United States Dollars are translated
into United States Dollars using exchange rates prevailing on the
New standards, amendments to standards and interpretations have reporting date. Income and expense items (including comparatives)
been issued but are not effective (and in some cases have not yet are translated at the exchange rates at the dates of the transactions.
been adopted by the EU) for the financial year beginning 1 January Exchange differences arising, if any, are recognised directly in equity.
2015, have not been early adopted and the Directors do not expect
that the adoption of these standards will have a material impact on the Goodwill and fair value adjustments arising on the acquisition of a
financial information of the Group in future periods. foreign operation are treated as assets and liabilities of the foreign
operation and translated at the closing rate.
2 Significant accounting policies
Basis of consolidation Merger accounting
The Group consolidated financial statements comprise the financial Common control transactions have been accounted for using
statements of the Parent Company Crossrider plc and the financial merger accounting.
statements of the subsidiaries as shown in note 20 of the
consolidated financial statements. Under merger accounting, the assets and liabilities of both entities
are recorded at book value, not fair value (although adjustments are
The Group has been partly formed from a series of common made to achieve uniform accounting policies), intangible assets and
control transactions. contingent liabilities are recognised only to the extent that they were
recognised by the legal acquiree in accordance within applicable IFRS,
The financial statements of all the Group companies are prepared no goodwill is recognised, any expenses of the combination are
using uniform accounting policies. All transactions and balances written off immediately to the income statement and comparative
between Group companies have been eliminated on consolidation. amounts, if applicable, are restated as if the combination had taken
place at the beginning of the earliest accounting period presented.
Adjusted results
Adjusted results are amended for certain income or expense items to The result is that the merged groups are treated as if they had been
provide a better understanding of the underlying trading performance of combined throughout the current and comparative accounting
the business. Amendments to adjusted results include the exclusion of: periods. Merger accounting principles for these combinations gave
rise to a difference between the nominal value of new shares issued
• Material non-cash items such as the amortisation of intangibles by the Parent Company for the acquisition of the shares of the
on acquisition, impairment losses and employee share-based subsidiary and the subsidiary’s own share capital and share premium
payment expenses. account which has been recognised in Retained Earnings.
• Other operating income and expenses which are considered to be
one off and non-recurring in nature. Business combinations and goodwill
Acquisitions of businesses not under common control are accounted
A full reconciliation of adjusted results is included in note 6. for using the acquisition method. The consideration transferred in a
business combination is measured at fair value, which is calculated as
the sum of the acquisition date fair values of the assets transferred
by the Group, liabilities incurred by the Group to the former owners
of the acquiree and the equity interests issued by the Group in
exchange for control of the acquiree. Acquisition related costs are
recognised in profit or loss as incurred.
25
Crossrider plc
At the acquisition date, the identifiable assets acquired and the these judgements, including the party, who is responsible for price
liabilities assumed are recognised at their fair value at the setting and credit risk of the transaction, the losses the Group would
acquisition date. suffer for non-delivery of service as well as the perceived and
contractual relationship between the media publisher and seller
Goodwill is measured as the excess of the sum of the consideration or ad network.
transferred, the amount of any non-controlling interests in the
acquiree, and the fair value of the acquirer’s previously held equity Intangible assets
interest in the acquiree (if any) over the net of the acquisition Amortisation for all classes of intangible assets is included within
date amounts of the identifiable assets acquired and the amortisation and depreciation costs in the income statement.
liabilities assumed.
(a) Externally acquired intangible assets
Contingent consideration that is classified as an asset or a liability is Externally acquired intangible assets comprise intellectual property
remeasured at subsequent reporting dates in accordance with IAS 39 (‘IP’), customer lists, trademarks and internet domains. All such
as appropriate, with the corresponding gain or loss being recognised intangible assets are stated at cost less any accumulated amortisation
in profit or loss. Contingent consideration is accounted for at and any accumulated impairment losses. Amortisation of these
fair value. intangible assets is calculated using the straight line method over
their useful economic lives.
Consideration which is contingent on completion of a service period
by an employee of the Group is treated as remuneration and is here intangible assets are acquired as part of a business
W
expensed over the service period. combination they are recorded initially at their fair value.
Associates he useful economic life of IP, customer lists and trademarks is 3 to

T
Where the Group has the power to participate in (but not control) 5 years.
the financial and operating policy decisions of another entity, it is
classified as an associate. Associates are initially recognised in the I nternet domains are generally considered to have an indefinite
consolidated statement of financial position at cost. Subsequently useful economic life. They are purchased due to the marketability of
associates are accounted for using the equity method, where the the related domain name, are not specific to a particular product,
Group’s share of post-acquisition profits and losses and other brand, market or service and therefore are not expected to diminish
comprehensive income is recognised in the consolidated statement in value or use as a function of time.
of profit and loss and other comprehensive income (except for losses
in excess of the Group’s investment in the associate unless there is n intangible asset is derecognised on disposal, or when no future
A
an obligation to make good those losses). economic benefits are expected from use or disposal. Gains or losses
arising from derecognition of an intangible asset, measured as the
Revenue recognition difference between the net disposal proceeds and the carrying
Revenue is measured at the fair value of the consideration received amount of the asset, are recognised in profit or loss when the asset
or receivable and represents amounts receivable for goods and is derecognised.
services provided in the normal course of business, net of discounts,
VAT and other sales-related taxes. Revenue is reduced for estimated (b) Internally generated intangible assets (development costs)
customer returns, rebates and other similar allowances. An internally-generated intangible asset arising from the Group’s
e-business development is recognised only if all of the following
(a) Revenue from advertising conditions are met:
The Group generates revenues only when its customers’ advertising
campaigns achieve certain predefined performance-based and • An asset is created that can be identified (such as software and new
validated results such as cost per mille impressions (‘CPM’), cost-per- processes).
acquisition (‘CPA’), cost-per-sale (‘CPS’), cost-per-lead (‘CPL’), • It is probable that the asset created will generate future economic
cost-per-download (‘CPD’) and cost-per-install (‘CPI’). These revenues benefits.
are recognised only when the amount of revenue can be measured • The development cost of the asset can be measured reliably.
reliably, it is probable that the economic benefits associated will flow to
the Group, the transactions are complete and the related costs can be I nternally-generated intangible assets are amortised on a straight-line
measured reliably. basis over their estimated useful lives, which is 5 years. Amortisation
commences when the asset is available for use.
(b) Revenue from sale of software tools
Revenue from sales of software tools is recognised at electronic point here no internally-generated intangible asset can be recognised,
W
of sale when payment is identified by the respective credit card development expenditure is charged to profit or loss in the period in
payment processor and rights to use the software have which it is incurred.
been granted.
n intangible asset is derecognised on disposal, or when no future
A
(c) Presentation of net revenues economic benefits are expected from use or disposal. Gains or losses
The Group makes judgements in assessing whether it has acted as a arising from derecognition of an intangible asset, measured as the
principal or agent in transactions for selling and acquiring advertising difference between the net disposal proceeds and the carrying
media space, and therefore whether it reports its revenues gross or amount of the asset are recognised in profit or loss when the asset
net respectively. The Group assesses a number of criteria in making is derecognised.
26
Crossrider plc
Notes to the consolidated financial statements continued
2 Significant accounting policies continued is objective evidence that the asset is impaired. The allowance
Intangible assets continued recognised is measured as the difference between the asset’s
(c) Goodwill carrying amount and the present value of estimated future cash
Goodwill is initially recognised as an asset at cost and is subsequently flows discounted at the effective interest rate computed at
measured at cost less any accumulated impairment losses. The Group initial recognition.
tests goodwill annually for impairment, or more frequently if there
are indicators that goodwill might be impaired. Cash and cash equivalents
For the purpose of the consolidated cash flow statement, cash and cash
Intangible assets are tested separately from goodwill only where equivalents comprise cash at bank and short-term bank deposits.
impairment indicators exist.
Trade payables
Property, plant and equipment Trade payables are initially measured at fair value and are subsequently
Property, plant and equipment are stated at historical cost less measured at amortised cost, using the effective interest rate method.
accumulated depreciation and any accumulated impairment losses.
Borrowings
Depreciation is calculated on the straight line method so as to write Borrowings are recorded initially at fair value net of transaction costs
off the cost of each asset to its residual value over its estimated incurred and are subsequently stated at amortised cost. Borrowings
useful life. The annual depreciation rates used are as follows: from shareholder (whether received directly from shareholder or
through other related companies owned by the ultimate shareholder)
• Computer equipment: 3 years at an interest rate below market rate are initially recognised at fair
• Furniture, fixtures and office equipment: 6 to 15 years value with the difference between proceeds received and fair value
• Leasehold improvements: 10 years or the term of the lease treated as a capital contribution.
if shorter
Current and deferred tax
The assets residual values and useful lives are reviewed and adjusted, Income tax expense represents the sum of the tax currently payable
if appropriate, at each reporting date. and deferred tax.
Where the carrying amount of an asset is greater than its estimated Current tax
recoverable amount, the asset is written down immediately to its Current tax liabilities and assets are measured at the amount
recoverable amount. expected to be paid to or recovered from the taxation authorities,
using the tax rates and laws that have been enacted, or substantively
Expenditure for repairs and maintenance of property, plant enacted, by the reporting date.
and equipment is charged to profit or loss in the year in which it
is incurred. Deferred tax
Deferred tax is provided in full, using the liability method, on
An item of property, plant and equipment is derecognised upon temporary differences arising between the tax bases of assets and
disposal or when no future economic benefits are expected to arise liabilities and their carrying amounts in the financial statements.
from the continued use of the asset. Any gain or loss arising on the Currently enacted tax rates are used in the determination of
disposal or retirement of an item of property, plant and equipment deferred tax.
is determined as the difference between the sales proceeds and the
carrying amount of the asset and is recognised in profit or loss. Deferred tax assets are recognised to the extent that it is probable
that future taxable profit will be available against which the
Impairment of property, plant and equipment and temporary differences can be utilised. Deferred tax is calculated at
internally generated intangible assets the tax rates that are expected to apply in the period when the
Assets that have an indefinite useful life are not subject to liability is settled or the asset realised, based on tax rates that have
depreciation or amortisation and are tested annually for impairment. been enacted or substantively enacted by the period end date, and
Assets that are subject to depreciation or amortisation are reviewed is not discounted.
for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. An Deferred tax assets and liabilities are offset when there is a legally
impairment loss is recognised for the amount by which the asset’s enforceable right to set off current tax assets against current
carrying amount exceeds its recoverable amount. The recoverable tax liabilities and when the deferred taxes relate to the same
amount is the higher of an asset’s fair value less costs to sell and fiscal authority.
value in use. For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately Operating leases
identifiable cash flows (cash generating units). Leases where a significant portion of the risks and rewards of
ownership are retained by the lessor are classified as operating
Trade receivables leases. Payments made under operating leases are charged to profit
Trade receivables are measured at initial recognition at fair value or loss on a straight-line basis over the period of the lease.
and are subsequently measured at amortised cost using the effective
interest rate method. Appropriate allowances for estimated
irrecoverable amounts are recognised in profit or loss when there
27
Crossrider plc
Share-based payments 3 Financial risk management

Crossrider operates equity-settled, share-based compensation The Group is exposed to interest rate risk, credit risk, liquidity risk,
plans, under which the entity receives services from employees as currency risk, and capital risk management arising from the financial
consideration for Crossrider equity instruments (options). The fair instruments it holds (see also note 17). The risk management policies
value of the options and share awards is recognised as an employee employed by the Group to manage these risks are discussed below:
benefit expense. The total amount to be expensed over the vesting
period is determined by reference to the fair value of the options Interest rate risk
granted, excluding the impact of any non-market vesting conditions Interest rate risk is the risk that the value of financial instruments will
(for example, profitability and sales growth targets). Non-market fluctuate due to changes in market interest rates. The Group has no
vesting conditions are included in assumptions about the number material interest bearing financial instruments and is therefore not
of options that are expected to vest. exposed to changes in market rates of interest or fair value interest
rate risk.
At each balance sheet date, the entity revises its estimates of the
number of options that are expected to vest. It recognises the impact Credit risk
of the revision of original estimates, if any, in the income statement, Credit risk arises when a failure by counterparties to discharge their
with a corresponding adjustment to equity. The proceeds received obligations could reduce the amount of future cash inflows from
net of any directly attributable transaction costs are credited to financial assets on hand at the reporting date. The principle credit risk
share capital (par value) and share premium when the options is considered to result from new relationships with customers with
are exercised. which the Group does not have a long working relationship and for
which reliable information as to their credit ratings cannot be
Share capital obtained. In such cases the Group limits the initial credit facility
Ordinary shares are classified as equity. The difference between afforded to these customers. Cash balances are held with high credit
the fair value of the consideration received by the Group and the quality financial institutions and the Group has policies to limit the
nominal value of the share capital being issued is classified as amount of credit exposure to any financial institution or customer.
additional paid in capital.
Liquidity risk
Critical accounting estimates and judgements Liquidity risk is the risk that arises when the maturity of assets
The preparation of consolidated financial statements under IFRS and liabilities does not match. An unmatched position potentially
requires the Group to make estimates and judgments that affect enhances profitability, but can also increase the risk of losses. The
the application of policies and reported amounts. Estimates and Group has procedures with the object of minimising such losses such
judgments are continually evaluated and are based on historical as by having available an adequate amount of committed credit
experience and other factors including expectations of future events facilities from the ultimate shareholder and related parties, and
that are believed to be reasonable under the circumstances. Actual maintaining sufficient cash and other highly liquid current assets.
results may differ from these estimates.
Currency risk
The following accounting policies cover areas that the Directors Currency risk is the risk that the value of financial instruments will
consider require estimates and assumptions which have a significant fluctuate due to changes in foreign exchange rates. Currency risk
risk of causing a material adjustment to the carrying amount of assets arises when future commercial transactions and recognised assets
and liabilities within the next financial year: and liabilities are denominated in a currency that is not the Group’s
measurement currency. The Group is exposed to foreign exchange
(a) Impairment of intangible asset risk arising from various currency exposures primarily with respect
Intangible assets are initially recorded at acquisition cost and are to the Israeli New Shekel, British Pound, Euro, Australian Dollar and
amortised on a straight line basis over their useful economic life. Canadian Dollar. The Group’s management monitors the exchange
Intangible assets that are acquired through a business combination rate fluctuations on a continuous basis and acts accordingly and also
are initially recorded at fair value at the date of acquisition. Intangible avoids engaging in a significant level of transactions in currencies which
assets with indefinite useful life are reviewed for impairment at are considered volatile or exposed to risk of significant fluctuations.
least once per year. The impairment test is performed using the
discounted cash flows expected to be generated through the use of Capital risk management
the intangible assets, using a discount rate that reflects the current The Group manages its capital to ensure that it will be able to
market estimations and the risks associated with the asset. When continue as a going concern while maximising the return to
it is impractical to estimate the recoverable amount of an asset, the shareholders through the optimisation of the debt and equity
Group estimates the recoverable amount of the cash generating unit balance. The Group’s overall strategy remains unchanged from
in which the asset belongs to (see also note 10). last year.
(b) Capitalisation of development expenses

Research and development costs which create identifiable assets and
are expected to generate future economic benefits are capitalised,
and the remainder is expensed to income statement. This requires
the Group to perform judgements in apportioning costs to
identifiable assets and making judgements about which assets are
expected to give rise to future economic benefits.
28
Crossrider plc
4 Revenue
2015 2014
$’000 $’000
Revenue from advertising 47,406 51,702

Sale of software tool 37,229 19,404
84,635 71,106
5 Segmental information
Segment revenues and results
Based on the management reporting system, the Group operates two reportable segments: web and desktop, and mobile. Division between the
two segments is based upon the channel of delivery of product or service.
Web and
desktop Mobile Total
2015 2015 2015
$’000 $’000 $’000
Revenue 62,409 22,226 84,635

Cost of sales (7,388) – (7,388)
Direct sales and marketing costs (33,796) (16,927) (50,723)
Segment result 21,225 5,299 26,524
Central operating costs (16,460)
Adjusted EBITDA(1) 10,064
Depreciation and amortisation (9,370)
Impairment of intangible assets (9,132)
Employee share-based payment charge (3,407)
Exceptional and non-recurring costs (1,957)
Operating loss (13,802)
Share of results of associates (38)
Finance income 15
Finance costs (870)
Loss before tax (14,695)
Taxation (2,902)
Profit after taxation (17,597)
(1) Adjusted EBITDA is a company specific measure which is calculated as operating loss before depreciation, amortisation, other operating income, exceptional and non-recurring costs,
employee share-based payment charges and impairment of intangible assets which are considered to be one off and non-recurring in nature as set out in note 6. The Directors
believe that this provides a better understanding of the underlying trading performance of the business.
The impairment of intangible assets charge of $9,132,000 relates to the web and desktop segment. After allocating this charge to the web and
desktop segment, segment result is $12,093,000.
29
Crossrider plc
5 Segmental information continued
Web and
2014 2014 2014
$’000 $’000 $’000
Revenue 62,647 8,459 71,106

Cost of sales (13,178) – (13,178)
Direct sales and marketing costs (25,609) (7,203) (32,812)
Segment result 23,860 1,256 25,116
Central operating costs (11,772)
Adjusted EBITDA(1) 13,344
Depreciation and amortisation (8,917)
Other operating income 294
Employee share-based payment charge (6,787)
Exceptional and non-recurring costs (5,431)
Operating loss (7,497)
Finance income 49
Finance costs (4,277)
Profit before tax (11,725)
Taxation (43)
Profit after taxation (11,768)
(1) Adjusted EBITDA is a company specific measure which is calculated as operating loss before depreciation, amortisation, other operating income, exceptional and non-recurring costs,
employee share-based payment charges and impairment of intangible assets which are considered to be one off and non-recurring in nature as set out in note 6. The Directors
believe that this provides a better understanding of the underlying trading performance of the business.
Information about major customers

In 2015 there were no customers contributing more than 10 per cent of total revenue of the Group. In 2014 there was one customer contributing
more than 10 per cent of total revenue of the Group. Revenue from this customer was $9,346,000.
Geographical analysis of revenue

Revenue by origin
2015 2014
$’000 $’000
Europe 3,641 7,910

British Virgin Islands 68,300 56,686
Asia 12,694 6,510
84,635 71,106
Geographical analysis of non-current assets
2015 2014
$’000 $’000
Europe 10,245 25,742

British Virgin Islands 87 69
Asia 9,925 11,134
Total intangible assets and property, plant and equipment 20,257 36,945
30
Crossrider plc
6 Operating loss
Operating loss has been arrived at after charging:
2015 2014
$’000 $’000
Exceptional and non-recurring costs

Non-recurring staff costs 95 371
Initial Public Offering costs – 758
Expensed contingent payments arising from business combinations (note 7) 1,862 4,302
1,957 5,431
Auditor’s remuneration:
Audit 97 92
Other services 20 201
Other operating income, net – 294
Amortisation of intangible assets 8,974 8,678
Depreciation 396 239
Impairment of intangible assets (note 10) 9,132 –
Employee share-based payment charge (note 7) 3,407 6,787
Rent payable under operating leases 294 459

Operating costs
Operating costs are further analysed as follows:
2015 2014
Adjusted 2015 Total Adjusted 2014 Total
$’000 $’000 $’000 $’000
Direct sales and marketing costs 50,722 50,722 32,812 32,812

Indirect sales and marketing costs 3,016 3,424 1,728 3,082
Selling and marketing costs 53,738 54,146 34,540 35,894
Research and development costs 2,539 3,500 3,211 6,118
Management, general and administrative cost 10,906 14,901 6,833 14,790
Depreciation and amortisation 1,048 9,370 364 8,917
Impairment of intangible assets – 9,132 – –
Total operating costs 68,231 91,049 44,948 65,719
Adjusted operating costs exclude share-based payment charges, exceptional and non-recurring costs, amortisation of acquired intangible assets
and impairment of intangible assets.

7 Staff costs
Total staff costs comprise the following:
2015 2014
$’000 $’000
Salaries and related costs 9,915 7,983

Expensed contingent payments arising from business combinations (note 24) 1,862 4,302
Employee share-based payment charge (note 18) 3,407 6,787
15,184 19,072
31
Crossrider plc
7 Staff costs continued

The remuneration of the key management personnel of the Group which comprises the Executive Directors and senior management team,
is set out below:
2015 2014
$’000 $’000
The aggregate remuneration comprised:

Wages and salaries 2,190 2,137
Expensed contingent payments arising from business combinations (note 24) 912 1,602
Employee share-based payment charge 1,585 1,258
4,687 4,997
Details of directors’ remuneration are set out in the Remuneration Committee report on pages 14 to 15.
8 Finance costs
2015 2014
$’000 $’000
Interest expense 210 2,825

Other finance expenses 660 1,452
870 4,277
9 Taxation
The Parent Company is domiciled, for tax purposes, in both the Isle of Man and the UK. The final tax charge shown below arises partially from the
difference in tax rates applied in the difference jurisdictions in which the subsidiaries’ jurisdictions.
The tax charge in the period of $2,902,000 includes an exceptional tax charge of $2,200,000 arising as a result of the change in previously
established corporation tax guidance in Israel relating to tax positions taken in respect of the 2014 and 2014 financial years. Of the
$2,200,000 charge $1,200,000 has been agreed and settled in relation to profits generated in Israel in 2013, which have subsequently been
deemed to be taxable as a result of revised OECD guidance and application. The remaining $1,000,000 has arisen from a retrospective
change to the cost plus transfer pricing methodology (which was established and ratified by Israeli case law in 2015) on share option charges
incurred by subsidiaries in Israel in 2014. The Group continues to recognise a deferred tax asset of $716,000 (2014: $567,000) in respect of tax
losses accumulated in previous years.
The total tax charge can be reconciled to the overall tax charge as follows:
2015 2014
$’000 $’000
Loss before taxation (14,695) (11,725)

Tax at the applicable tax rate of 20% (2014: 21%) (2,939) (2,463)
Tax effect of
Differences in overseas rates 2,233 1,178
Exceptional tax charge 2,200 –
Expenses not deductible for tax purposes 1,408 1,259
Deferred tax not recognised on losses carried forward – 68
Tax charge for the year 2,902 43
Analysed as:
Deferred taxation in respect of the current year (463) (388)
Current tax charge 3,365 431
Tax charge for the year 2,902 43
The Group has maximum corporation tax losses carried forward at each period end as set out below:
2015 2014
$’000 $’000
Corporate tax losses carried forward 19,322 14,744

32
Crossrider plc
9 Taxation continued
Details of the deferred tax asset recognised (arising in respect of losses) is set out below:
2015 2014
$’000 $’000
At the beginning of the year 567 444

Recognised in the year due to temporary differences 166 191
Foreign exchange revaluation (17) (68)
At the end of the year 716 567
Details of the deferred tax liability recognised (arising from timing differences on intangible valuations on business combinations) is set
out below:
2015 2014
$’000 $’000
At the beginning of the year 1,283 –

Arising from business combinations (note 24) – 1,480
Movement in the year due to temporary differences (297) (197)
At the end of the year 986 1,283
In addition, the Group has an unrecognised deferred tax asset in respect of the following:
2015 2014
$’000 $’000
Tax losses carried forward 10,729 12,798

10 Intangible assets
Capitalised
Software
Intellectual Customer Internet Development
Property Trademarks Lists Goodwill Domains Costs Total
$’000 $’000 $’000 $’000 $’000 $’000 $’000
Cost
At 1 January 2014 31,541 7,427 305 2,316 69 516 42,174
Acquisition through business combination 3,664 2,035 2,078 5,368 – – 13,145
Additions – – – – – 597 597
At 31 December 2014 35,205 9,462 2,383 7,684 69 1,113 55,916
Additions – – – – – 1,593 1,593
At 31 December 2015 35,205 9,462 2,383 7,684 69 2,706 57,509
Accumulated amortisation
At 1 January 2014 9,909 1,485 61 – – 16 11,471
Charge for the year 6,458 1,756 339 – – 125 8,678
At 31 December 2014 16,367 3,241 400 – – 141 20,149
Charge for the year 5,953 1,892 477 – – 652 8,974
Impairment losses 4,711 1,341 55 2,316 – 709 9,132
At 31 December 2015 27,031 6,474 932 2,316 – 1,502 38,255
Net book value
At 1 January 2014 21,632 5,942 244 2,316 69 500 30,703
At 31 December 2014 18,838 6,221 1,983 7,684 69 972 35,767
At 31 December 2015 8,174 2,988 1,451 5,368 69 1,204 19,254
33
Crossrider plc
10 Intangible assets continued

Goodwill acquired in a business combination is allocated at acquisition to the cash generating units (CGUs), or group of units that are expected to
benefit from that business combination. The Group allocates goodwill between two CGUs: the Web app development platform within the web and
desktop segment; and mobile. Before recognition of impairment losses, goodwill allocated to the web and desktop CGU has a carrying value as at
31 December 2015 of $2,316,000 (2014: $2,316,000) and goodwill allocated to the mobile CGU has a carrying value as at 31 December 2015 of
$5,368,000 (2014: $5,368,000).
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. The recoverable
amounts of the CGUs are determined from value in use calculations. The key assumptions for the value in use calculations are those regarding
the discount rates, growth rates and expected changes to selling prices and direct costs during the period.
The web and desktop CGU comprises goodwill and intangible assets relation to the Group’s proprietary Web apps development platform.
The Group has prepared calculations based on cash flow projections for the next five years from the most recent budgets approved by
management and extrapolates cash flows beyond this period using an estimated growth rate of 1 per cent (2014: 2 per cent). This rate does
not exceed the average long-term growth rate for the relevant markets. The rate used to discount these forecast cash flows is 25 per cent
(2014: 25 per cent).
For the mobile CGU, the Group has prepared calculations based on cash flow projections for the next five years from the most recent budgets
approved by management and extrapolates cash flows beyond this period using an estimated growth rate of 1 per cent (2014: 4-5 per cent).
This rate does not exceed the average long-term growth rate for the relevant markets. The rate used to discount these forecast cash flows is
25 per cent (2014: 20 to 40 per cent).
At 31 December 2015, before impairment testing, the carrying value of intangible assets allocated to the web and desktop CGU was
$17,423,000, including goodwill of $2,316,000. Due to the significant reduction in advertising volumes that management believes can be
achieved in the web extensions business in 2016 the Group has revised its cash flow forecasts for this CGU. The carrying value of the
intangible assets of the web and desktop CGU has therefore been reduced to its recoverable amount of $8,360,000 through recognition of
an impairment loss of $9,132,000, of which $2,316,000 has been allocated to goodwill.
The discount rate used in the valuation of the web and desktop CGU was 25 percent. If the discount rate was increased by 1 percentage
point the impairment would increase by $238,000.
In respect to the fair value of the mobile goodwill an increase in the discount rate by 9 percentage points would cause the carrying value of
goodwill to equal its carrying value.
The carrying value of goodwill and intangible assets by CGU less provisions for impairment is set out as follows:
Web and
$’000 $’000 $’000
Carrying value before impairment losses 17,423 10,963 28,386

Provisions for impairment (9,132) – (9,132)
Net book value at 31 December 2015 8,291 10,963 19,254
34
Crossrider plc
11 Property, plant and equipment
Furniture,
Computer fixtures and office Leasehold
equipment equipment improvements Total
$’000 $’000 $’000 $’000
Cost
At 1 January 2014 454 169 203 826
Additions 342 168 440 950
Acquisition through business combination 12 8 11 31
At 31 December 2014 808 345 654 1,807
Additions 109 29 82 220
At 31 December 2015 917 374 736 2,027
Accumulated depreciation:
At 1 January 2014 316 31 46 393
Charge for the year 104 21 114 239
Exchange differences (3) – – (3)
At 31 December 2014 417 52 160 629
Charge for the year 158 35 203 396
Exchange differences (1) – – (1)
At 31 December 2015 574 87 363 1,024
Net book value
At 1 January 2014 138 138 157 433
At 31 December 2014 391 293 494 1,178
At 31 December 2015 343 287 373 1,003
12 Trade and other receivables
2015 2014
$’000 $’000
Trade receivables and accrued income 12,973 12,407

Prepayments 995 601
Other receivables 2,312 1,092
16,280 14,100
The ageing of trade receivables that are past due but not impaired is shown below:
2015 2014
$’000 $’000
Between 1 and 30 days 1,620 3,252

Between 31 and 60 days 258 421
More than 60 days 176 392
2,054 4,065
The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above. The exposure
of the Group to credit risk and impairment losses in relation to trade and other receivables is set out in note 17 of the consolidated
financial statements.
35
Crossrider plc
13 Cash and cash equivalents
2015 2014
$’000 $’000
Cash in bank accounts 71,172 75,801

Bank deposits 164 240
71,336 76,041
The carrying value of these assets represents a reasonable approximation to their fair value.
14 Trade and other payables
2015 2014
$’000 $’000
Trade payables 2,963 6,299

Accrued expenses 7,908 4,143
Employee liabilities 1,744 1,865
Other payables 2,701 1,231
15,316 13,538
The Group’s management consider that the carrying value of trade and other payables approximates their fair value. The Group has financial
risk management policies in place to ensure that all payables are paid within the credit timeframe and no interest has been charged by any
suppliers as a result of late payment of invoices.

15 Shareholder’s equity
2015 2014
Number of Shares Number of Shares
Issued and paid up ordinary shares of $0.0001 148,496,073 148,463,039
The issued share capital of the Company on incorporation was 10,000 ordinary share of $1.00 par value.
During the year a total of 33,034 of new ordinary shares of $0.0001 par value were issued for cash in relation to share option schemes
resulting in cash consideration of $18,000.
During the year a total of 6,201,423 of ordinary shares of $0.0001 par value were purchased by the Company for a total cash consideration
of $5,130,920 and are held in treasury at the reporting date (2014: nil).
The following describes the nature and purpose of each reserve within owner’s equity:
Reserve Description and purpose
Additional paid in capital Share premium (i.e. amount subscribed or share capital in excess of nominal value)
Retained earnings Cumulative net gains and losses recognised in the consolidated statement of comprehensive income
36
Crossrider plc
16 Interests in associates
In September 2015 the Group acquired 16.67% of the share capital of Clearvelvet Trading Limited for a total consideration of $850,000, of which
$350,000 is payable in 2016 on completion of certain milestones. Although the Group holds less than 20 per cent of the equity shares of the
voting power at shareholder meetings, the Group exercises significant influence by virtue of its contractual right to appoint one of four directors
to the Board of Directors of Clearvelvet Ltd and to veto certain significant trading and investment decisions.
$’000
Interest in associates at 1 January 2015 –

Investment in associates in the year 850
Share of results (38)
Interest in associates at 31 December 2015 812
Aggregated amounts relating to Clearvelvet Limited are as follows:
2015
$’000
Total current assets 1,266

Total current liabilities 1,107
Revenues 1,805
Loss (230)
17 Financial Instruments
The Group is exposed to the risks that arise from its use of financial instruments. This note describes the objectives, policies and processes of
the Group for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is
presented throughout this financial information.
Principal financial instruments

The principal financial instruments used by the Group, from which financial instrument risk arises are as follows:
• Trade and other receivables

• Trade and other payables
• Cash and cash equivalents
• Borrowings
• Loans receivable
• Deferred consideration
Financial assets
The Group held the following financial assets:
2015 2014
$’000 $’000
Trade receivables 12,973 12,407

Other receivables 2,312 1,092
Cash 71,336 76,041
86,621 89,540
Financial liabilities
The Group held the following financial liabilities:
2015 2014
$’000 $’000
Amortised cost
Trade payables 2,963 6,299
Other payables and accrued expenses 12,353 7,239
Deferred consideration for business combinations 1,589 2,020
16,905 15,558
The Group’s Directors monitor and manage the financial risks relating to the operation of the Group. These risks include market risk (including
foreign currency risk and interest rate risk), credit risk and liquidity risk.
37
Crossrider plc
17 Financial Instruments continued

Market risk
(a) Foreign currency risk management
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:
Liabilities Assets
2015 2014 2015 2014
$’000 $’000 $’000 $’000
Israeli New Shekel 1,087 1,451 1,696 2,427

Euro 2,747 70 5,988 47,893
British Pound 1,845 317 2,874 6,561
Australian Dollar – – 16 109
Canadian Dollar – – 54 92
5,679 1,838 10,628 57,082
A 10 per cent weakening of the US Dollar against the following currencies at 31 December would have increased/ (decreased) equity and profit or
loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. For a 10 per cent
strengthening of the US Dollar against the relevant currency, there would be an equal and opposite impact on the profit and other equity.
Equity Profit or loss

2015 2014 2015 2014
$’000 $’000 $’000 $’000
Israeli New Shekel 61 98 61 98

Euro 324 4,782 324 4,782
British Pound 103 624 103 624
Australian Dollar 2 11 2 11
Canadian Dollar 5 9 5 9
495 5,524 495 5,524
(b) Interest rate risk management

At the reporting date the interest rate analysis of financial instruments was:
2015 2014
$’000 $’000
Fixed rate financial instruments

Financial assets 71,336 76,041
71,336 76,041
Any increase/ (decrease) in interest rates will have no effect on results and equity of the Group, because, all financial instruments are fixed rate.

Credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
2015 2014
$’000 $’000
Trade and other receivables 13,784 12,377

Cash at bank 71,172 75,801
Bank deposits 164 240
Receivables from related companies 1,501 1,122
86,621 89,540
Before accepting a new customer, the Group assesses each potential customer’s credit quality and risk. Customer contracts are drafted to
reduce any potential credit risk to the Group. Where appropriate the customer’s recent financial statements are reviewed.
Trade receivables are regularly reviewed for bad and doubtful debts. The Group holds a provision of $337,000 at 31 December 2015 against
bad and doubtful debts (2014: $232,000). At 31 December 2015 the Group had trade receivables of $2,054,000 (2014: $4,065,000) that
were past due but not impaired. The ageing analysis of these past due receivables is set out in note 12.
38
Crossrider plc
17 Financial Instruments continued

Credit risk continued
In determining the recoverability of trade receivables, the Group considers any change in the credit quality of the trade receivable from the
date the credit was initially granted up to the reporting date. The Group does not hold any collateral as security. Impairments of trade
receivables are expensed as operating expenses. The fair value of receivables equates to their book value. The Group does not collect external
credit ratings for customers but uses its own methods for determining credit worthiness.
The Group and Company seek to limit the level of credit risk on cash and cash equivalents by depositing funds with banks that have high
credit ratings.

Liquidity risk management
The Group’s liquidity risk is monitored using regular cash flow reporting and projections to ensure that it is able to meet its obligations as they
fall due.
The following tables detail the Group’s remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the
undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both
interest and principal cash flows.
Carrying Contractual 3 months Between Between More than

amounts cash flows or less 3-12 months 1-5 years 5 years
2015 $’000 $’000 $’000 $’000 $’000 $’000
Trade and other payables 13,740 13,740 12,445 1,090 205 –

Payables to related parties 1,576 1,576 1,576 – – –
Deferred consideration 1,589 1,644 – 1,439 205 –
16,905 16,960 14,021 2,529 410 –
Carrying Contractual 3 months Between Between More than

amounts cash flows or less 3-12 months 1-5 years 5 years
2014 $’000 $’000 $’000 $’000 $’000 $’000
Trade and other payables 13,127 13,127 13,127 – – –

Payables to related parties 411 411 411 – – –
Deferred consideration 2,020 2,197 302 601 1,294 –
15,558 15,735 13,840 601 1,294 –
The fair value of all financial assets and liabilities approximate their carrying value. As stated in note 17, at 31 December 2014 borrowings
from related parties have been restated from their contractual values, by adjusting to their values at discounted market value interest rates of
7.91%. The market value interest rate has been determined by comparison to similar financial instruments. The gain on recognition from
borrowings at below market rates of interest is recognised direct through equity.
The resulting effect of the adjustments on borrowings from related parties can be summarised as follows:
2015 2014
$’000 $’000
Additional finance expense recognised – 1,991

39
Crossrider plc
18 Employee share-based payments

Options have been granted under the Group’s share option scheme to subscribe for ordinary shares of the Company. At 31 December 2015
the following options were outstanding (2014: 13,859,357):
Number of shares Subscription

Group Grant date under option price per share
Group 1 1 May 2014 3,899,927 $0.001

Group 2 29 May 2014 2,795,690 $0.449
Group 3 29 May 2014 3,805,419 $0.538
Group 4 17 June 2014 19,240 $0.538
Group 5 5 July 2014 70,562 $0.538
Group 7 30 September 2014 2,564,820 $1.662
Group 8 21 April 2015 1,125,500 $1.523
Group 9 18 November 2015 200,000 $0.820
Total 14,481,158
Vesting conditions
Group 1 – Vested following the Initial Public Offering.
Group 2 – 50 per cent at the end of the first year following the grant date. 12.5 per cent on a quarterly basis during 12 quarters period thereafter.
Groups 3-9 – 25 per cent at the end of the first year following the grant date. 6.25 per cent on a quarterly basis during 12 quarters period thereafter.
The total number of shares exercisable as of 31 December 2015 was 8,312,028 (2014: 3,889,927).
The weighted average fair value of options granted in the year using the Cox, Ross and Rubinstein’s Binomial Model (the ‘Binomial Model’) was
$1.67. The inputs into the Binomial model are as follows:
2015 2014
$’000 $’000
Early exercise factor 100%–150% 150%–310%

Fair value of Group’s stock $0.75–$1.51 $1.157–$1.662
Expected Volatility 60% 60%
Risk free interest rate 0.5-1.93% 0.1-2.66%
Dividend yield – –
Forfeiture rate 4-13% 4-14%
Expected volatility was determined based on the historical volatility of comparable companies.
Forfeiture rate is assumed to be 4 to 6 per cent for senior management and 13 per cent for other employees.
The risk-free interest rate was estimated based on average yields of UK Government Bonds.
The Group recognised total share-based payments relating to equity-settled share-based payment transactions as follows:
2015 2014
$’000 $’000
Share-based payment charge 3,407 6,787
Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:
2015 2014
Weighted average Weighted average
exercise price Number of options exercise price Number of options
At the beginning of the year $0.577 13,869,357 – –

Granted $1.42 1,325,500 $0.577 13,991,477
Lapsed $0.538 (680,665) $0.538 (122,120)
Exercised $0.538 (33,034) – –
At the end of the year $0.66 14,481,158 $0.577 13,869,357
The options outstanding at 31 December 2015 had a weighted average remaining contractual life of 8.5 years (2014: 9.5 years).
40
Crossrider plc
19 Earnings per share

Basic loss/earnings per share is calculated by dividing the loss /earnings attributable to ordinary shareholders by the weighted average number
of ordinary shares outstanding during the year.
2015 2014
cents cents
Basic and diluted (11.9) (10.5)

Adjusted basic 4.8 9.5
Adjusted diluted 4.6 9.1
Adjusted earnings per share is a non-GAAP measure and therefore the approach may differ between companies. Adjusted earnings have been
calculated as follows:
2015 2014
$’000 $’000

Post tax adjustments:
Other operating income – (221)
Employee share-based payment charge 3,343 6,656
Exceptional and non-recurring costs 1,941 5,414
Amortisation on acquired intangible assets 8,025 7,812
Impairment of intangible assets 9,132 –
Related party loan interest expense – 2,825
Exceptional tax charge 2,200 –
Adjusted profit for the year 7,044 10,718
Number Number
Denominator – basic:
Weighted average number of equity shares for the purpose of earnings per share 147,779,641 112,422,910
Denominator – diluted
Weighted average number of equity shares for the purpose of diluted earnings per share 152,107,062 117,889,377
The diluted denominator has not been used where this has anti-dilutive effect. Basic and diluted loss per share are therefore the same for
reporting purposes.
The difference between weighted average number of ordinary shares used for basic earnings per share and the diluted earnings per share is
4,327,421 being the effect of all potentially dilutive ordinary shares derived from the number of share options granted to employees.
41
Crossrider plc
20 Subsidiaries
Name Country of incorporation Principal activities Holding %
BestAd Hi Tech Media Limited(**) Israel Development technical support and marketing services 100
Crossrider Advanced Israel Development services and technical and marketing support 100
Technologies Limited(**)
Crossrider (Israel) Limited(**) Israel Provision of marketing services to related parties 100
Crossrider Technologies Limited Cyprus Licensing of IP software and agency services to related parties 100
(formerly Market Connect
(Cyprus) Limited)
Crossrider Sports Limited(**) United Kingdom Provision of consulting services 100
Reimage Limited British Virgin Islands Development and sale of the “Reimage” software tool. 100
Reimage Limited Cyprus Consulting, market research and software development services 100
R.S.F Remote Software Israel Provision of development, technical support and marketing 100
Fixing Limited(**) support services to its parent company
Crosspath Trading Limited British Virgin Islands Performance of commercial activity through the licensing 100
of technology from Crossrider technologies Ltd
Blueroad Trading Limited Cyprus Provision of agency services to Crosspath Limited 100
Frontbase Trading Limited Cyprus Provision of agency services to Crosspath Limited 100
Crossrider ROM SRL Romania Provision of marketing and development services 100
Definiti Media Ltd Israel Providing digital advertising services for mobile platforms 100
(**) Indirect shareholding.
The Group has been formed from a series of common control transactions which have been accounted for using merger accounting; and
acquisitions from third parties which have been accounted for using the acquisition method.

21 Related party transactions
The Group is controlled by Unikmind Holdings Limited incorporated in British Virgin Islands, which owns 73 per cent of the Company’s shares.
The controlling party is the Solidinsight Trust, established under the laws of the Isle of Man. Mr Teddy Sagi is the sole ultimate beneficiary of the
Solidinsight Trust.
(a) Related party transactions

The following transactions were carried out with related parties:
2015 2014
$’000 $’000
Revenue from common controlled company 4,709 3,611

Other operating income earned on recharged costs – 294
Technical support services to end customers provided by common controlled company (1,226) (299)
Payment processing services provided by common controlled company (774) (420)
2,709 3,186
(b) Receivables owed by related parties (Note 17)

Name Nature of transaction $’000 $’000
Parent Company Unpaid share capital 10 10

Companies related by virtue of common control Trade 1,501 1,122
1,511 1,132
(c) Payables to related parties (Note 17)

Name Nature of transaction $’000 $’000
Amount owed to Director 1,151 378

Companies related by virtue of common control Other 425 33
1,576 411
42
Crossrider plc
22 Operating leases
2015 2014
$’000 $’000
Due less than 1 year 619 612

Due between 1 and 5 years 1,052 1,377
1,671 1,989
23 Contingent liabilities
The Group had no contingent liabilities as at 31 December 2015.

24 Deferred consideration
(a) Acquisition of Definiti Media Limited
The consideration for the acquisition of Definiti Media Ltd in May 2014 included $2,489,000 deferred consideration. Of this, $845,000
was repaid during the year ending 31 December 2014 and $746,000 was repaid during the year ending 31 December 2015. The remaining
will be repaid during the year ending 31 December 2016.
In addition, $1,427,000, included as part of the acquisition arrangements, has been recognised directly in the income statement during the
year ending 31 December 2015 (2014: $713,000) as set out in note 7.
(b) Acquisition of AjillionMax

The consideration for the acquisition of certain assets of AjilionMAX Limited in May 2014 included $654,000 deferred consideration.
Of this $104,000 was repaid during the year ending 31 December 2014 and $156,000 was repaid during the year ending 31 December
2015. $189,000 will be repaid during the year ending 31 December 2016 and the remaining will be repaid during the year ending
31 December 2017.
In addition, $435,000, included as part of the acquisition arrangements, has been recognised directly in the income statement during the year
ending 31 December 2015 (2014: $218,000) as set out in note 7.
(c) Investment in Clearvelvet Trading Ltd

In September 2015 the Group acquired 16.67% of the share capital of Clearvelvet Limited for a total consideration of $850,000, of which
$350,000 is payable in 2016 on completion of certain development milestones.
25 Subsequent events
There were no material events after the reporting period, which have a bearing on the understanding of the consolidated financial information.
43
Crossrider plc
Shareholder information and advisers
Shareholder information, including financial results, news and information on products and services, can be found at www.crossrider.com.
Independent Auditor Broker

BDO LLP Shore Capital Stockbrokers Limited
55 Baker Street Bond Street House
London W1U 7EU 14 Clifford Street
London W1S 4JU
Nominated Adviser
Shore Capital & Corporate Limited Registrars
Bond Street House Computershare Investor Services (IOM) Limited
14 Clifford Street Fort Anne
London W1S 4JU Douglas
Isle of Man IM1 5PD
Investor Relations
Bell Pottinger Registered Office
6th Floor Sovereign House
Holborn Gate 14-16 Nelson Street
330 High Holborn Douglas
London WC1V 7QD Isle of Man IM1 2AL
Corporate Legal Advisers Stock Exchanges

Berwin Leighton Paisner LLP The Company’s ordinary shares are listed on the London Stock
Adelaide House Exchange (AIM) under the symbol ‘CROS’. The Company
London Bridge does not maintain listings on any other stock exchanges.
London EC4R 9HA
44
Crossrider plc
Notes
crossrider.com
Crossrider plc
Interchange Triangle
Stables Market
Chalk Farm Road
London NW1 8AB
Tel: +44 (0) 203 355 7926

Platforms Powering Advertising: Annual Report and Accounts 2015

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Platforms Powering Advertising: Annual Report and Accounts 2015

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Platforms powering

Executive Chairman’s review 02 Corporate governance 10 Independent auditors’ report to

Executive Chairman’s review

The past year has been a year of maturity and

Overview delivered ads to 130 million users, 70 million

Our strategy The Group’s organic growth strategy has continued

Crossrider’s revenue from mobile grew organically by

Crossrider’s development team continues to seek

Crossrider continues to evaluate a number of potential

• Relevant and unique or disruptive technologies

In order to drive value in investment in new

Executive Chairman’s review continued

Web and desktop The Desktop apps distribution platform

Chief Financial Officer’s review

Chief Financial Officer’s review continued

Adjusted EBITDA 10,064 13,344

Cash flow Financial position

The share buy-back programme, announced in November 2015,

Principal risks and uncertainties

There are a number of potential risks and uncertainties

Risks Background Mitigating controls

• Whilst not externally regulated, the

Risks Background Mitigating controls

The Board of Directors of the Company (‘the Board’)

Overview The Non-Executive Directors do not have any day-to-day

• Taxation compliance services.

Background and experience

Background and experience

Background and experience

Background and experience

Remuneration Committee report (Unaudited)

Base Salary / Fees Benefits Pension Bonus Total

Koby Menachemi 245,000 66,992 12,250 220,500 544,742

Base Salary / Fees Benefits Pension Bonus Total

Koby Menachemi 355,250 97,138 17,763 319,725 789,876

Directors’ interests in shares

Koby Menachemi 0.10% 142,339 0.05% 74,339

Directors’ interests in share options

Number of ordinary shares Number of ordinary shares

Koby Menachemi 5,376,340(i) 23 September 2014 USD 0.44873 5,376,340(i)

Performance target Weighting

Adjusted EBITDA Commercially confidential 80%

On 17 January 2016 Koby Menachemi announced his intention to

Capital structure Going concern

Related party transactions Don Elgie

Research and development

Directors’ responsibility statement

• Properly select and apply accounting policies.

Independent auditor’s report to the members of Crossrider plc

BDO LLP is a limited liability partnership registered in England and

Consolidated statement of comprehensive income

Revenue 4 84,635 71,106

Adjusted EBITDA(1) 10,064 13,344

Share of results of equity accounted associates (38) –

Consolidated statement of financial position

Don Elgie Mark Carlisle

Consolidated statement of changes in equity

Share Additional Retained

At 1 January 2014 10 11,088 (13,121) (2,023)

Executive Chairman’s review 02 Corporate governance 10 Independent auditors’ report to

Associates he useful economic life of IP, customer lists and trademarks is 3 to