Deal sheet
- Status
- Completed, effective January 2026
- Type
- Licensing
- Parties
- Mdundo, Mdundo.com A/S, Mdundo Limited (Kenya)
- Rights covered
- Variation of the commercial terms of inbound recorded-music licences held by Mdundo.com A/S. No copyright was assigned, acquired or disposed of. Mdundo is the licensee: it owns no master recordings and no publishing, and its catalogue consists of recordings uploaded directly by artists together with recordings licensed in from third-party rights holders. The variation changes the share of revenue retained by the platform rather than the ownership of any recording. Quantified effect as disclosed: group gross margin before other external expenses of 59.1 per cent against 47.4 per cent, and a guided approximately 54 per cent for FY2026/27 once the change has run a full year, against a normalised 48.9 per cent for FY2025/26. No consideration, advance, minimum guarantee or lump sum is disclosed.
- Territory
- Not specified in the source. Mdundo.com A/S is domiciled in Gentofte Kommune, Denmark and listed on Nasdaq First North Growth Market Denmark. The operating business is conducted through Mdundo Limited, Kenya and serves markets across East, West and Southern Africa, with a diaspora subscription business targeting the United States, United Kingdom, France, Germany and the United Arab Emirates. The annual report does not state which territories the varied licences cover.
- Announced
- 2026-09-28
- Primary document
- Regulatory filing
- Sources
- Mdundo.com A/S company announcement 15-2026, 28 September 2026, Nasdaq First North Growth Market Denmark: Annual Report for the Financial Year 2025/26, with the audited annual report and consolidated financial statements for 1 July 2025 to 30 June 2026 attached · Mdundo Annual Report FY 2025/26, full audited PDF, 28 pages, signed by the board and the executive board on 28 September 2026 and by EY Godkendt Revisionspartnerselskab on 28 September 2026 · Company announcement, 5 February 2026, H1 FY2025/26: first disclosure that "changes in terms and conditions have been executed", expected to improve gross margin by 5 percentage points in H2, counterparty not identified · Company announcement 14-2026, 2 July 2026, FY2026/27 guidance: revenue DKK 8.0m to 10.0m, EBITDA negative DKK 1m to nil, year-end cash DKK 6.5m to 7.5m, and FY2025/26 year-end cash expected at DKK 9.0m to 9.5m. Does not mention rights holders or terms · Company announcement 09-2026, 24 April 2026: non-binding proposal for up to approximately 40 per cent at an indicated DKK 2.50 per share, not referred to in the audited annual report · Company announcement, 10 April 2026: rights issue terms and subscription undertakings table
Read this before citing: No consideration is disclosed and none is recorded. The amount field is deliberately empty: this transaction is a variation of licence terms, and Mdundo has published no cash sum, advance, minimum guarantee or rate attached to it. Currency is recorded as DKK because that is the reporting currency of the financial statements, not because a DKK sum changed hands. The rights holders party to the variation are not named in any document checked, so no counterparty company is recorded. Mdundo has not published the old or new royalty rate, the number of licensors affected, whether the variation was agreed bilaterally with each licensor or applied under existing contractual mechanics, or which territories or terms the affected licences cover. None of that could be established. The percentage-point figures are the company's own. The implied provision reversal of roughly DKK 841,000 for FY2025/26 and roughly DKK 83,000 for FY2024/25 is this publication's arithmetic, derived by applying the company's disclosed normalised gross margins of 48.9 per cent and 46.7 per cent to reported revenue, and is not a figure Mdundo has published. The report does not state to whom the reversed provisions were owed; the suggestion that they were owed to rights holders is not made here and could not be established. The movement in other payables from DKK 2,152,807 to DKK 902,388 is reported in the balance sheet but the report draws no link between it and the reversal. Revenue change is stated by the company as a decline of 24.5 per cent; the audited figures of DKK 8,267,324 against DKK 10,965,460 give 24.6 per cent, a rounding difference. Gross margin percentages quoted are the company's non-statutory presentation before other external expenses; the statutory gross margin in the five-year highlights table is 0.5 per cent for FY2025/26 against negative 28.9 per cent for FY2024/25. That the audited report omits any reference to the 24 April 2026 non-binding proposal is a verified absence, established by full-text search of the 28-page document for "non-binding", "letter of intent", "proposal", "subsequent event", "change of control", "40 per" and "2.50", all of which return no match. No inference about the proposal's status is drawn from that absence. No post-issue shareholder register is published in the annual report and ownership of Mdundo.com A/S after the May 2026 rights issue could not be established. This record covers licence economics only. No master recordings, publishing rights, catalogue or company equity changed hands in this transaction.
What changed hands: Nothing was bought or sold. What changed was price. Mdundo.com A/S, the Danish-registered, Nairobi-run music service, varied the commercial terms on which it pays the rights holders whose recordings it licenses. The variation took effect in January 2026. The audited annual report for the year ended 30 June 2026, approved on 28 September 2026, attributes the year’s gross margin improvement to that variation together with a reversal of prior-year provisions, and guides to a gross margin of about 54 per cent in the coming year once the terms change has run for a full twelve months. No consideration, advance or lump sum is disclosed. The rights holders on the other side of the variation are not named in any document checked.
The mechanism: a rate change, not an assignment
Mdundo is a licensee. It owns no master recordings and no publishing. Its catalogue position consists of recordings uploaded directly by artists and recordings licensed in from third-party rights holders. A variation to the terms on which it pays those rights holders is therefore a change to the royalty economics of an inbound licence, not a transfer of copyright. Nothing moved out of any rights holder’s ownership. What moved is the share of each subscription and advertising krone that the platform retains.
The audited report states: “Gross margin improved to 59.1% from 47.4% in FY2024/25, the improvement is a result of updated terms and conditions with rights holders implemented during the year (effective Jan 2026). The expected gross margin in FY 26/27 is close to 54% (as compared to normalized gross margin of 48.9% in FY 2025/26) which is a full year impact of T&C changes.” The accompanying company announcement puts it more compactly: margin improved “as a result of updated terms and conditions with rights holders, effective January 2026 and a reversal of prior-year provisions.”
What the statutory accounts show
The income statement gives the raw figures. Group revenue for the year was DKK 8,267,324, against DKK 10,965,460 the year before, a fall of 24.6 per cent. Cost of sales was DKK 3,383,209, against DKK 5,761,323, a fall of 41.3 per cent. Revenue minus cost of sales is the “gross profit before other external expenses” the company presents in its highlights: DKK 4,884,115 against DKK 5,204,137. As a percentage of revenue that is 59.08 per cent against 47.46 per cent, an improvement of 11.62 percentage points.
The content cost line fell nearly twice as fast as revenue. That is the whole of the margin story in one comparison.
The company’s own adjustment
A footnote to the same table removes most of it. “Gross Profit as presented here excludes ‘Other External Expenses,’ differing from the Financial Statements. It also reflects the reversal of prior-year provisions no longer payable. Adjusting for this reversal, gross margin % stands at 48.9% for FY25/26 and 46.7% for FY24/25.”
On the company’s own normalised basis the improvement is 2.2 percentage points, not 11.6. That is 18.9 per cent of the headline figure. The remainder is the provision reversal. Applying the normalised percentages to reported revenue implies a reversal of roughly DKK 841,000 in the year to 30 June 2026 and roughly DKK 83,000 in the prior year. Those two figures are this publication’s arithmetic on the company’s disclosed percentages, not sums Mdundo has published.
The report does not state to whom the reversed provisions were owed. The provisions sit within the same cost line that carries rights holder costs, but the document draws no connection and none is asserted here. Over the same year “Other payables” fell from DKK 2,152,807 to DKK 902,388, a reduction of DKK 1,250,419, while trade payables were close to flat at DKK 9,003,491 against DKK 9,168,266. Whether any part of that movement is the reversal could not be established.
Disclosure sequence
The variation reached the market in stages. The half-year report of 5 February 2026 said only that “changes in terms and conditions have been executed” and that these “are expected to improve gross margin by 5 percentage points already in H2.” It did not say with whom. The counterparty category, rights holders, and the January 2026 effective date appear for the first time in the audited annual report of 28 September 2026, nearly eight months later. The promised 5 percentage points also moved: measured against the normalised 48.9 per cent, the guided 54 per cent for the coming year is 5.1 percentage points, arriving a full financial year after the half-year report placed it in H2.
What is not in the audited report
On 24 April 2026 Mdundo disclosed a non-binding letter of intent from an unnamed third party contemplating a directed issue plus purchases from major shareholders that would give the investor up to approximately 40 per cent, at an indicated DKK 2.50 per share. The audited annual report signed on 28 September 2026 does not refer to it. Searches of the full document for “non-binding”, “letter of intent”, “proposal”, “subsequent event”, “change of control”, “40 per” and “2.50” return no match. The report carries no shareholder register and no disclosure of any holding above a notification threshold. Who controls Mdundo after the May 2026 rights issue still cannot be established from any Mdundo document.
The report names no rights holder as a licensor. Warner Music Group, Universal Music Group and Africori appear once each, in a market-environment paragraph describing those companies’ own transactions, not Mdundo’s licences.
The Kenyan subsidiary
The operating business sits in Mdundo Limited, Kenya, the group’s only subsidiary, held at 100 per cent. The report records its equity at negative DKK 1,436,059 and its loss for the year at DKK 1,587,624. The parent carries the investment at nil: cost of DKK 13,108,276 against value adjustments of DKK 13,108,276. Under security and collateral the report states that “with the intention of maintaining and protecting the investments in Mdundo Limited, a statement of support valid for the affiliated company has been submitted for 12 months from the signing of this annual report.” That support runs to 28 September 2027 on its face.
Two further disclosures
Artist promotion entered the accounts as a revenue line for the first time, at DKK 0.1m, described as an arrangement “under which artists pay the Company to promote their music to its user base.” The direction of payment between platform and artist is reversed in that line.
On the artist claim first disclosed in April 2026, the contingencies note now says: “The Group is part of a claim from an artist against a Record Label. The case has not been at pre-trial yet. Management do not see any relationship between the Group and the claim, and therefore management does not expect the claim to effect the financial position of the company.” The artist, the label, the jurisdiction and the amount remain unnamed.
