FULLTEXT DEL 3 AV 3
Årsredovisning 2025
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION 97CATENA MEDIA ANNUAL REPORT 2025 Independent auditor’s report – continued To the Shareholders of Catena Media p.l.c. Other information The directors are responsible for the other information. The other information comprises: • Introduction; • Strategy; • Operations; • Sustainability; • Financial information about group key figures and the share; • Directors’ report; • Risks and risk management; • Corporate governance; and • Definitions, but does not include the financial statements and our auditors’ report thereon. Our opinion on the financial statements does not cover the other information and, other than in the case of the Directors’ report on which we report separately below in our ‘Report on Other Legal and Regulatory Requirements’, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information, and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the financial statements The directors are responsible for the preparation of financial statements that (a) give a true and fair view in accordance with IFRS as adopted by the EU, and (b) are properly prepared in accordance with the provisions of the Act, and, additionally , specifically in relation to those of the Group, with the requirements of Article 4 of the Regulation. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error . In preparing the financial statements, the directors are responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company and/or the Group or to cease operations, or have no realistic alternative but to do so. The directors are also responsible for overseeing the financial reporting process. Auditors’ responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error , and to issue an auditors’ report that includes our opinion. ‘Reasonable assurance’ is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error , design and perform audit pro- cedures responsive to those risks, and obtain audit evidence that is suf- ficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error , as fraud may involve collusion, forgery , inten- tional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and the Group’s internal control. • Evaluate the appropriateness of accounting policies used and the rea- sonableness of accounting estimates and related disclosures made by the directors. • Conclude on the appropriateness of the directors’ use of the going con- cern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's and the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or , if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However , future events or conditions may cause the Company and/or the Group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial state- ments represent the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial in- formation of the entities or business activities within the Group to ex - press an opinion on the consolidated financial statements. We are re- sponsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant au- dit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or reg- ulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communi- cated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. ===== SIDA 98 ===== INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION 98CATENA MEDIA ANNUAL REPORT 2025 Independent auditor’s report – continued To the Shareholders of Catena Media p.l.c. 2. Report on Other Legal and Regulatory Requirements Opinion on the Directors’ Report The directors are responsible for preparing a directors’ report in accordance with the provisions of article 177 of the Act. We are required to consider whether the information given in the Directors’ report for the accounting period for which the financial statements are pre- pared is consistent with those financial statements; and, if we are of the opinion that it is not, we shall state that fact in our report. We have nothing to report in this regard. Pursuant to article 179(3) of the Act, we are also required to: • express an opinion on whether the Directors’ report has been prepared in accordance with the applicable legal requirements; and • state whether , in the light of the knowledge and understanding of the entity and its environment obtained in the course of our audit of the fi- nancial statements, we have identified material misstatements in the Directors’ report, giving an indication of the nature of any such misstate- ments. In such regards: • in our opinion, the Directors’ report has been prepared in accordance with the applicable legal requirements; and • we have not identified material misstatements in the Directors’ report. Matters on which we are required to report by the Act, specific to public-interest entities Pursuant to article 179B(1) of the Act, we report as under matters not already reported upon in our ‘Report on the Audit of the Financial State- ments’: • we were first appointed as auditors by the board of directors on 21 May 2025 and this is therefore our first period of appointment as auditors; • our opinion on our audit of the financial statements is consistent with the additional report to the audit committee required to be issued by the Audit Regulation (as referred to in the Act); and • we have not provided any of the prohibited services as set out in the APA. Matters on which we are required to report by exception by the Act Pursuant to articles 179(10) and 179(11) of the Act, we have nothing to re- port to you with respect to the following matters: • proper accounting records have not been kept; or • the financial statements are not in agreement with the accounting re- cords; or • we have not obtained all the information and explanations which, to the best of our knowledge and belief, we require for the purpose of our audit. Report on compliance of the Annual Report with the requirements of the Commission Delegated Regulation (EU) 2018/815 supplementing Directive 2004/109/EC (the “European Single Electronic Format Regulatory Technical Standard” or “ESEF Regulation”), by reference to Capital Markets Rule 5.55.6 issued by the Listing Authority We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act, 1979 (Chapter 281, Laws of Mal- ta), the Accountancy Profession (European Single Electronic Format) As- surance Directive, on the Annual Report for the year ended 31 December 2025, prepared in a single electronic reporting format. Responsibilities of the directors for compliance with the requirements of the ESEF Regulation As required by Capital Markets Rule 5.56A, the directors are responsible for the preparation of the Annual Report in XHTML format, including the relevant mark-ups, in accordance with the requirements of the ESEF Reg- ulation. In addition, the directors are responsible for such internal control as they determine is necessary to enable the preparation of the Annual Report that is in compliance with the requirements of the ESEF Regulation. Auditors’ responsibilities to report on compliance with the requirements of the ESEF Regulation Our responsibility is to obtain reasonable assurance about whether the An- nual Report in XHTML format, including the relevant mark-ups, comply in all material respects with the ESEF Regulation based on the evidence we have obtained. As part of our work, we obtain an understanding of the Com- pany’s controls relevant to the preparation of the Annual Report in compli- ance with the said requirements, but not for the purpose of expressing an opinion on the effectiveness of the controls in place. In discharging that responsibility , we: • obtain an understanding of the entity's financial reporting process, in- cluding the preparation of the Annual Report, in accordance with the requirements of the ESEF Regulation; • perform validations to determine whether the Annual Report has been prepared in accordance with the requirements of the technical specifi- cations of the ESEF Regulation; and • examine the information in the Annual Report to determine whether all the required mark-ups therein have been applied and whether , in all material respects, they are in accordance with the requirements of the ESEF Regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Conclusion In our opinion, the Annual Report for the year ended 31 December 2025 has been prepared, in all material respects, in accordance with the require- ments of the ESEF Regulation, by reference to Capital Markets Rule 5.55.6. The Principal authorised to sign on behalf of KPMG on the audit resulting in this independent auditors’ report is Justin Axiaq. KPMG 24 March 2026 Registered Auditors ===== SIDA 99 ===== INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION 99CATENA MEDIA ANNUAL REPORT 2025 Definitions of alternative performance measures AL TERNATIVE KEY METRIC DESCRIPTION SCOPE EBITDA Total operating profit before depreciation and amortisation and impairment on intangible assets. Helps report users evaluate operating profit and cash flow and evaluate operational profitability. EBITDA FROM CONTINUING OPERATIONS Operating profit from continuing operations before depreciation and amortisation and impairment on intangible assets from con - tinuing operations. Helps report users to evaluate operating profit and cash flow and evaluate operational profitability. EBITDA MARGIN EBITDA as a percentage of total revenue. Helps report users to evaluate operational profitability and the value created by operations. EBITDA MARGIN FROM CONTINUING OPERATIONS EBITDA from continuing operations as a percentage of revenue from continuing operations. Helps report users to evaluate operational profitability and the value created by operations. ADJUSTED EBITDA EBITDA adjusted for items affecting comparability. The group reports underlying EBITDA, excluding items affecting comparability, to provide a more comparable measure over time than non-adjusted EBITDA and thus enhance users' understanding of the report. ADJUSTED EBITDA FROM CONTINUING OPERATIONS EBITDA from continuing operations adjusted for items affecting comparability from continuing operations. The group reports underlying EBITDA, excluding items affecting comparability, to provide a more comparable measure over time than non-adjusted EBITDA and thus enhance users' understanding of the report. ADJUSTED EBITDA MARGIN Adjusted EBITDA as a percentage of total revenue. The group reports the underlying EBITDA margin, excluding items affecting comparability, to provide a more compa- rable measure over time than the non-adjusted EBITDA margin and thus enhance users' understanding of the report. ADJUSTED EBITDA MARGIN FROM CONTINUING OPERATIONS Adjusted EBITDA from continuing operations as a percentage of revenue from continuing operations. The group reports the underlying EBITDA margin, excluding items affecting comparability, to provide a more compa- rable measure over time than the non-adjusted EBITDA margin and thus enhance users' understanding of the report. NEW DEPOSITING CUSTOMERS (NDCs) New customers placing a first deposit with an operator (client). A key to measuring revenue and long-term organic growth. ITEMS AFFECTING COMPARABILITY Significant items that affect EBITDA when comparing to previ - ous periods. Items affecting comparability comprise gains or losses on disposals of investments in subsidiaries, reversals of costs relating to share-based payments, certain increases in loss allowances on trade receivables, credit facility and refinancing costs, reorganisation costs, costs in relation to acquisitions, and loss on cryptocurrency. ORGANIC GROWTH Revenue growth rate excluding portfolios and products that have been acquired in the past 12 months. Paid and subscription rev - enue is excluded in the organic growth calculation. Organic growth includes the growth in existing portfolios and products. A key to measuring revenue and long-term organic growth. REVENUE GROWTH Increase in revenue compared to the previous accounting period as a percentage of revenue in the previous accounting period. Helps report users to evaluate business growth. NET INTEREST-BEARING DEBT (NIBD) Interest-bearing liabilities less cash and cash equivalents Shows the outstanding balance of interest-bearing liabilities (excluding lease liabilities and other contractual obligations which give rise to notional interest) after deducting the group's most liquid assets, cash and cash equivalents NIBD/ADJUSTED EBITDA MULTIPLE Interest-bearing liabilities (notional amount including redemption pre- mium) less cash and cash equivalents divided by adjusted EBITDA. Shows how many years it would take to repay the group's debts, excluding exceptional costs, if NIBD and adjusted EBITDA remained constant. ===== SIDA 100 ===== INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION CATENA MEDIA ANNUAL REPORT 2024 100 ANNUAL GENERAL MEETING The annual general meeting of Catena Media plc for the finan - cial year 1 January – 31 December 2025 will be held on Wednesday, 27 May 2026, at 9:00 am (CEST) at The Westin Dragonara Resort, Malta. Notice of the annual general meeting is published on Catena Media's website, www.catenamedia.com Manuel Stan / CEO manuel.stan@catenamedia.com Michael Gerrow / CFO michael.gerrow@catenamedia.com Investor Relations ir@catenamedia.com REGISTERED OFFICE Quantum Place, Triq ix-Xatt Ta’ Xbiex, Gzira, GZR 1052, Malta Phone +356 21 310 325 Email info@catenamedia.com Web catenamedia.com ANNUAL GENERAL MEETING AND OTHER INFORMATION FOR FURTHER INFORMATION OTHER INFORMATION Catena Media intends to release financial reports on the dates below: Interim Report January – March 2026 12 May 2026 Interim Report January – June 2026 11 August 2026 Interim Report January – September 2026 10 November 2026 INVESTOR RELATIONS Catena Media’s Investor Relations department provides relevant information to shareholders, investors, analysts and media. During the year , Catena Media conducted several international road shows and participated in numerous capital market activities. The company also held regular analyst meetings. Financial reports, press releases and other information are available as of the publication date on the company's website, www .catenamedia.com/media/press-releases/. ===== SIDA 101 ===== INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION The group’s large portfolio of brands guides users to customer websites and enriches the experience of players worldwide. Headquartered in Malta, the group employs over 150 people globally. The share (CTM) is listed on Nasdaq Stockholm Small Cap. CATENA MEDIA IS A LEADER IN GENERATING HIGH-VALUE LEADS FOR OPERATORS OF ONLINE CASINO AND SPORTS BETTING PLATFORMS. FOR FURTHER INFORMATION SEE CATENAMEDIA.COM