FULLTEXT DEL 1 AV 2
Årsredovisning 2024
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Gentoo Media Inc.
11 April 2025
Annual Report 2024
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Gentoo Media | Annual Report 2024
2
Management commentary
Content
4 | Strategy
Strategic pillars
Execution of Strategy in 2024
2 | Our story and business update 2024
Our story
Split of the company
Our business model 6 | Corporate governance
Governance framework
Risk management
Board of Directors of Gentoo Media
Management in Gentoo Media
Shareholder information
3 | Sustainability
Sustainability in Gentoo Media
Sustainability governance
Gender diversity
1 | Overview
Performance highlights
Our timeline
Letter to our stakeholders
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10
19
20
22
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29
30
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38
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44
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12
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5 | Performance and outlook
Business summary for the year
Financial performance
Consolidated financial statements
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51
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106
107
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111
112
119
120
121
126
Consolidated statement of comprehensive income
Consolidated balance sheets
Consolidated statement of changes in equity (deficit)
Consolidated statement of cash flows
Management commentary Financial statements
Notes
Parent company financial statements
Statement of comprehensive income
Balance sheets
Statement of changes in equity
Statement of cash flows
Notes
Assurance statements and glossary
Statement by the Executive
Management and the Board of Directors
Independent Auditor’s Report
Glossary
Section 1 – Basis of reporting
Section 2 – Results of the year
Section 3 – Operating assets and liabilities
Section 4 – Net working capital
Section 5 – Capital structure and financial items
Section 6 – Other notes
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84
91
101
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Gentoo Media | Annual Report 2024
Management commentary | Back to content
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Management
commentary
Gentoo | Annual Report 2024 Management commentary | Back to content
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Gentoo Media | Annual Report 2024
Management commentary | Back to content
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Jonas Warrer
Chief Executive Officer
Gentoo Media
The Group delivered strong strategic,
operational, and financial progress in 2024,
achieving key milestones that lay the
foundation for scalable growth, enhanced
profitability, and sustained long-term
value creation for our shareholders
Gentoo | Annual Report 2024 Management commentary | Back to content
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Gentoo | Annual Report 2024
5
Full Time Employees Nationalities
387 47
Offices Portfolio of websites
5 +150
Norwich
Valencia
St. Julian’s
Belgrade
Copenhagen
Gentoo Media
in numbers
Management commentary | Back to content
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Gentoo Media | Annual Report 2024
Management commentary | Back to content
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7 1.1 / Performance highlights
9 1.2 / Our timeline
10 1.3 / Letter to our stakeholders
Overview
1.0
Management commentary | Back to content
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Gentoo | Annual Report 2024 | Overview
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Management commentary | Back to content
Revenues (EUR million)
2024
122.8
A yearly increase of 39% (15% organic)
2023
88.6
Financial highlights
1.1 | Performance highlights
2023
EBITDA before special items (EUR million) Net profit (EUR million)
2024 2024
39.5
56.7 23.6
Increase of 44% Increase of 83%
EBITDA margin (before special items)
2024
46%
2023
45%
Net profit margin
2024
19%
2023
15%
2023
12.9
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Gentoo | Annual Report 2024 | Overview
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Management commentary | Back to content
Player intake
2024
471,470
2023
The value of deposits for
the player base (EUR million)
Revenue split Partners generating more than
EUR 10,000 in quarterly revenue
2024
2023
471,440
Operational highlights
1.1 | Performance highlights
178
313
Listing fees / other
CPA
Revenue share Increase of 76%
59%
30%
11%
2023 2024
554
768
Increase of 39%
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Management commentary | Back to content
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Gentoo | Annual Report 2024 | Overview
In 2024, our company Gentoo Media Inc. (Gentoo
Media) underwent a transformative journey, marked by
the strategic separation from our Platform & Sportsbook
operations, integrations of entities, expansions through
acquisitions, and a comprehensive rebranding initiative.
2024 marked the milestone where we successfully
established ourselves as a standalone pure media
business.The rebranding to Gentoo Media was officially
announced on 18 June 2024, symbolizing our company’s
ongoing commitment to growing the business and
building on the successful track record as a leading
affiliate in the iGaming industry.
Formerly known as Gaming Innovation Group Inc. (GiG),
our company finalised its legal split on 30 September
2024, resulting in the emergence of two independent
listed entities: Gentoo Media Inc., focusing on media
and affiliate marketing, and GiG Software PLC,
dedicated to platform and sportsbook services.
This restructuring allowed Gentoo Media
to sharpen its focus on affiliate marketing within
the online gambling and sports betting industry.
As an independent entity, Gentoo Media offers a
diverse array of iGaming affiliate solutions,
including paid marketing expertise and high-
quality traffic through prominent industry sites such
as AskGamblers.com (AskGamblers), Time2Play,
CasinoTopsOnline, WSN.com, and Casinomeister.com
(Casinomeister). This strategic transformation has
positioned Gentoo Media for continued growth
and leadership in the affiliate marketing sector.
January February March April May June July August September October November December
Start of integration
of acquired
KaFe Rocks
Gentoo #3 rank
in EGR Power
affiliates
Opening office
in Valencia
Announcement
of rebranding
Acquisition of
Casinomeister
AskGamblers Awards
Acquisition of
Titan Inc. Limited
(Titan)
New office
in Norwich
Split from
Platform &
Sportsbook
completed
Rebrand of
GiG Comply
to Sitebee
5th consecutive
year of record
high revenue
Our timeline
1.2 | Performance highlights
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Gentoo Media | Annual Report 2024
Management commentary | Back to content
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Gentoo | Annual Report 2024 | Overview
Navigating change – A transformative year in a shifting industry
Letter from the Chairman and CEO
2024 was a transformational year for Gentoo Media.
Following the strategic divestment of our Platform
& Sportsbook operations, we successfully established
ourselves as a standalone, pure-play affiliate leader
in the global gambling industry. With this shift, we’ve
sharpened our focus, accelerated our growth strategy,
and strengthened our already considerable competitive
position. We delivered another year of record-breaking
financial performance, reinforcing the soundness
of our business model - and, alongside disciplined
execution, continue to grow and diversify our business.
Our strategy of prioritising high-value markets, optimising
operational efficiencies, and investing in assets, tech
and data, has driven sustainable and long-term growth.
Our website portfolio experienced strong growth throughout
the year, driven by both established and emerging sites.
AskGamblers remains a key pillar of our portfolio, while
acquisitions like Titan and Casinomeister are creating
synergies and unlocking new growth opportunities along-
side our market-specific websites. Additionally, our Paid
division achieved solid expansion, fueled by advancements
in lead generation, CRM, and marketing technologies.
As we look toward 2025, we retain focus on maintaining
organic growth while pursuing strategic acquisitions
that strengthen our market position. We are committed
to operational excellence, ensuring that every step
we take is aligned with our long-term objectives.
The gambling affiliate landscape remains dynamic,
and we are determined to stay ahead of the curve
by leveraging new technologies, forging innovative
partnerships, and expanding our footprint in key markets.
Amidst this, capital allocation and unlocking shareholder
value remain at the forefront of our minds. Gentoo Media
is a highly cash-generative business, and we will explore
initiatives to optimise our capital structure while maintaining
financial flexibility for continued expansion. The strong
foundation built in 2024 positions us for success in 2025,
as we move forward with confidence, focus, and momen-
tum. Guided by transparency, innovation, and strategic
execution, we remain committed to sustainable growth,
strengthening our market leadership, and maximising
long-term value for our shareholders.
On behalf of the board and management, we extend our
deepest gratitude to our exceptional team, partners, and,
of course, our shareholders. Y our unwavering support has
been instrumental in our success, and we look forward to
the opportunities on the path ahead. Together, we are
poised to achieve even greater heights in 2025 and beyond.
Sincerely,
Mikael Harstad
Chairman of the Board
Gentoo Media
Jonas Warrer
Chief Executive Officer
Gentoo Media
Management commentary | Back to content
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Gentoo Media | Annual Report 2024
Management commentary | Back to content
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12 2.1 / Our story
13 2.2 / Split of the company
14 2.3 / Our business model
Our story
and business
update 2024
2.0
Management commentary | Back to content
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Gentoo Media | Annual Report 2024 | Our story and business update 2024
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Management commentary | Back to content
Gentoo Media’s transformative journey to become a
pure affiliate-focused business traces back to 2007,
when Gentoo’s origin story began.
Rebel Penguin was founded in Copenhagen, Denmark,
and was acquired by Gaming Innovation Group in 2017 to
strengthen their affiliate division through paid marketing.
With this acquisition, the company came one step closer
to becoming the version of the company it is today.
As part of the Gaming Innovation Group, both of the
businesses grew stronger and reached a maturity in which
there was great potential for both entities to be standalone.
2.1
Our story
Management commentary | Back to content
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Gentoo Media | Annual Report 2024 | Our story and business update 2024
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Management commentary | Back to content
The board of directors initiated a strategic review
in February 2023 with the intention of splitting the
company’s two business segments back then, Media
and Platform & Sportsbook, into two separate companies,
forming two industry-leading businesses with the potential
to grow faster than in the current corporate structure.
The purpose of the split was to sharpen the focus for
each business segment and ensure that each business
could optimise growth opportunities and benefit from
the strategic and financial flexibility of their distinctive
business models.
Correspondingly, the split was in line with our commitment
to maximising long-term value for our shareholders.
As of 1 January 2024, the operational and organisational
part of the split began, and new teams and departments
were guided through the split by a new management team.
Besides going through an operational and organisational
change, with a re-focused business, it was time to initiate
a rebranding in June 2024.
Following shareholder approval at a special meeting
of shareholders on 23 September 2024, the split
was executed on 30 September 2024, dividing the
company into two independently listed companies
and thereby completing the strategic review. The
shareholders also approved the name change from
Gaming Innovation Group Inc. to Gentoo Media Inc.
The change reflects the company’s ongoing commitment
to growing the business and building on its successful
track record as a leading affiliate in the iGaming industry.
After the split, Gentoo continued as an independent
public company and a pure media business, while
maintaining its dual listing on Euronext Oslo Børs,
Norway, and Nasdaq Stockholm, Sweden.
The assets and subsidiaries of the platform business
were extracted from the company and distributed to
the shareholders. The platform business continued as
an independent B2B company named GiG Software
PLC, providing its proprietary platform and sportsbook
technology across the global iGaming sector. GiG
Software PLC is listed on the Nasdaq First North
Premier Growth Market in Stockholm.
Exciting times ahead
The restructuring strengthens Gentoo Media, enabling
expansion into new markets, investment in technology,
and strategic acquisitions. With greater financial
flexibility and streamlined operations, the company
can more effectively capitalise on new opportunities
and scale efficiently.
The 2024 financial results naturally reflect certain
one-time factors associated with the company’s split.
As the company moves beyond this transition, these
costs will diminish, allowing Gentoo Media’s management
to present a much clearer picture of the business in
2025 - particularly its strong cash flow generation,
which remains a key driver of its long-term success.
Split of the company
2.2
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Gentoo Media | Annual Report 2024 | Our story and business update 2024
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Management commentary | Back to content
Gentoo Media operates a multi-channel affiliate marketing
business, driving high-value traffic and leads for our part-
ners in the online gambling industry. Our model combines
SEO optimised websites and paid marketing campaigns
to maximise reach and efficiency, seamlessly connecting
players with leading online sportsbooks and casinos.
Through a portfolio of authoritative websites, we attract
organic traffic via search engines, while our data driven
paid media strategies including search engine marketing,
social media advertising, and programmatic display
enable targeted and focused customer acquisition.
Our revenue is primarily performance based, earned
through commissions on the leads and players we
generate. A significant portion of our earnings comes
from recurring revenue share agreements, where we
receive a percentage of the lifetime value of the players
we introduce. This ensures long-term revenue generation
that grows alongside our partners’ success. Additionally,
we generate revenue from listing fees, where operators
pay to be featured on our websites, gaining premium
visibility among high-intent players.
This diversified approach ensures direct alignment
with our partners’ growth objectives while supporting
calable and sustainable revenue generation.
By continuously optimising our traffic sources and
marketing strategies, we enhance long-term value
creation for both our partners and shareholders.
With a portfolio of over 150 websites, we provide
expert reviews, exclusive offers, and in-depth insights
into both emerging and established online gaming
brands. Our tech driven paid media approach
ensures relevance and scalability, allowing us
to operate effectively on a global scale.
At its core, Gentoo Media is the digital storefront
of the iGaming industry the prime destination
where high value players discover and engage
with top tier gaming brands on a global scale.
Our business model
2.3
Commission models
Revenue sharing (~60%):
Recurring rev. with high
earnings potential via
compounding effect,
as revenue from cohorts
grows over time
Listing fee/other (~30%):
Fixed payment for
exposure, requiring
high traffic volume
to attract advertisers
CPA (~10%):
One-time payment with
low earning potential
and high risk, as revenue
declines immediately if
traffic or rates drop
Leads
directed
Leads
converted
Commission1
1
2
3
2 3
Potential user
Gentoo media partners
End-user (NDC)
Publishing
Affiliate websites
Paid channels
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Gentoo Media | Annual Report 2024
Management commentary | Back to content
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16 3.1 / Sustainability in Gentoo Media
17 3.2 / Sustainability governance
18 3.3 / Gender diversity
3.0
Sustainability
Management commentary | Back to content
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Gentoo Media | Annual Report 2024 | Sustainability
Management commentary | Back to content
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In today’s rapidly evolving business landscape, climate
change impacts and increasing consumer demands,
the intersection of business, consumer retention,
technology and sustainability has never been more
critical. We recognise our responsibility to not only
rive growth and innovation but also to make a positive
and lasting impact on our employees, the communities,
and the environments in which we operate and affect
through our operations.
We want to provide a transparent account of our
commitment to sustainability, in line with the EU’s
Non-Financial Reporting Directive (NFRD) and the EU
Taxonomy Regulation. As we build on previous years’
efforts, we have made significant strides in aligning
our operations and reporting with these frameworks,
which guide us toward fostering greater environmental,
social, and governance (ESG) accountability.
From carbon footprint reduction to promoting responsible
gaming, we continue to adopt industry best practices that
contribute to long-term sustainability, and will continue to
do so in 2025 and beyond as we keep ESG at the core of
our sustainability strategy and disclosures.
As we transitioned to a stand-alone business, we aim
to offer a clear picture of how our current business
practices integrate with the EU’s sustainability goals
and outline the steps we are taking to continue building
on this foundation, and further enhance our resilience
as a business and contribution to a more ethical future.
By embracing these practices and values, we not only
ensure compliance with the ever-evolving regulatory
landscape, we also underscore our commitment
to integrity, transparency and the well-being of
our stakeholders.
We hope we are able to provide valuable insights into
our sustainability journey and the ongoing efforts we
are making to positively impact the world around us.
Together, as businesses, policy-makers and investors,
we can shape a future where the online gaming sector
leads by example regarding technological innovation,
consumer experience and sustainable long-term growth.
Scope
Our non-financial disclosure for the fiscal year ending
31 December 2024 has been prepared on a consolidated
basis, which includes the sustainability statements of the
reporting undertaking, Gentoo Media and its subsidiaries.
The scope of consolidation is the same as for the
financial statements in accordance with the International
Financial Reporting Standards (IFRS) as well as Article
48i of Directive 2013/34/EU. In this respect, all subsidiary
undertakings included in the consolidation are exempted
from individual or consolidated sustainability reporting
pursuant to Articles 19a(9) or 29a(8) of Directive
2013/34/EU. This accounts for all subsidiaries of the
company. Discontinued operations (that is, the Platform
& Sportsbook business) have been excluded from the
scope of our non-financial disclosures. Therefore, our
non-financial disclosures solely relate to the affiliate
marketing business segment.
In this respect, a number of factors were taken
into account when identifying material non-financial
disclosures for the Group:
/ Our business model, goals, strategies, management
approach and systems, values, intangible assets, value
chain and principal risks.
/ The business’ relationship with key stakeholder
groups, specifically those affected stakeholders
(such as, our shareholders) and users of our non-financial
statement (such as, existing and prospective investors)
as this helped to ensure that the assessment of non-
financial matters is relevant and aligned with stakeholder
interests and expectations.
/ Main sectoral issues affecting our competitors as
well as those affecting our customers or suppliers
which may also be relevant to us.
/ The actual and potential impact (in terms of likelihood
and severity) of our services and business relationships.
/ Public policies and regulation (such as gaming
regulation).
Reference was also made to the latest financial results
to identify revenue streams and business relationships,
desk-based research to identify sectoral issues and
management feedback to arrive at a comprehensive
assessment of material non-financial disclosures.
In this respect, the table below is intended to provide
insight into our development, performance, position
and impact of our business activities with regards to
material non-financial matters, specifically environment,
social and employee, human rights, anti-bribery and
corruption, and other relevant sectoral matters related
to our supply chain.
3.1
Sustainability in Gentoo Media
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Gentoo Media | Annual Report 2024 | Sustainability
Management commentary | Back to content
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Non-financial matters Disclosures
Environmental matters
/ Environmental impact from energy use
/ Direct and indirect atmospheric emissions
Waste management
/ Environmental impacts from transportation or
from the use and disposal of products and services
/ EU Taxonomy Disclosures (see section 9 in
the statutory sustainability report)
Social and employee matters
/ Business integrity & responsible business practices
/ Employee matters
/ Community relations & CSR initiatives
Respect for human rights matters / Human rights
Anti-bribery and corruption matters
/ Business conduct/ethics
/ Protection of whistleblowers
Other matters / Supply chain
Sustainability governance
Our sustainability governance framework ensures
accountability, oversight, and effective implementation
of ESG initiatives across the organization.
Board oversight: The board of directors provides
strategic direction and oversight of our sustainability
agenda, ensuring alignment with our corporate
values and long-term business objectives that
drive sustainable growth and stakeholder value.
ESG and compliance committee: On 10 March 2025,
an ESG and compliance committee was established
with the scope of providing guidance and advice to
the board on sustainability and compliance matters.
This committee comprises two board members
(Cristina Romero de Alba and Nicholas Batram),
the General Counsel (Paul Gatt), and the Head of
Compliance (Diane Ellul). It plays a crucial role in:
/ Monitoring regulatory developments and
compliance with sustainability-related requirements.
/ Assessing ESG risks and opportunities,
ensuring alignment with best practices.
/ Overseeing stakeholder engagement
and sustainability reporting.
3.2
ESG leadership and implementation: Following the split,
the Head of Compliance has taken the lead on sustainability,
including the compilation of a Double Materiality
Assessment in Q4 2024 as well as reporting, and works
closely with internal teams and external stakeholders
to understand current impacts, risks and opportunities
with a view of implementing a sustainability action plan
for 2025 and beyond. Key responsibilities include:
/ Driving ESG initiatives across business functions.
/ Ensuring compliance with ESG regulations,
industry standards, and voluntary frameworks.
/ Monitoring progress and performance
through key ESG metrics.
/ Preparing and presenting sustainability
reports to the ESG and compliance
committee and the board every quarter.
Through this governance framework, we are
committed to transparency, continuous improvement,
and meaningful action in our sustainability journey.
By embedding ESG principles into our corporate
governance, we aim to create long-term value for our
stakeholders and contribute positively to the environment,
society and our employees. For our full statutory reporting
on non-financial matters, see our Sustainability Report
on our website: www.gentoomedia.com.
Sustainability governance
3.1 | Sustainability in Gentoo Media
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Gentoo Media | Annual Report 2024 | Sustainability
Management commentary | Back to content
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Company wide gender split
Full Time Employees
49% Female
51% Male
0% Female
100% Male
35% Female
65% Male
Team lead 45% Female
55% Male
Directors
Head
C-level
36% Female
64% Male
Manager 47% Female
53% Male
Nationalities 47387
3.3
Gender diversity
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Gentoo Media | Annual Report 2024
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20 4.1 / Strategic pillars
22 4.2 / Execution of Strategy in 2024
Strategy
4.0
Management commentary | Back to content
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Gentoo Media | Annual Report 2024 | Strategy
Driving sustainable growth and
market leadership in casino affiliation.
Since 2019, Gentoo Media has experienced strong growth,
evolving from a Nordic-focused affiliate into a leading global
player in the iGaming industry. Gentoo’s strategic framework
is built on six interdependent pillars, each designed to drive
sustainable growth and strengthen market leadership:
Scaling operations and
accelerating top-line
revenue growth.
Expanding global
reach and enhancing
brand visibility.
Building long-term
value through predictable
and sustainable
revenue streams.
Ensuring sustainable
long-term growth through
market, website, and
partner expansion.
Ensuring industry-
leading products
and operational efficiency.
Strengthening
profitability through
in-house optimisations.
04
Mergers and
acquisitions
05
Partnerships
06
Recurring
revenue
01
Diversification
02
Technology
03
Organic growth
4.1
Strategic pillars
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Gentoo Media | Annual Report 2024 | Strategy
01 Diversification
Diversification is central to Gentoo Media’s long-term
resilience and risk management. Expansion across
multiple markets, websites, and partnerships mitigates
regulatory risks, enhances financial stability, and
reduces reliance on any single revenue source.
This diversified approach ensures that the company
remains adaptable and continues to grow in an
evolving and competitive landscape.
02 Technology
Technology is essential to maintaining Gentoo Media’s
position as a leading affiliate. By leveraging cutting-
edge technology, we enhance our products, optimise
processes, and drive efficiency across all operations.
Advanced data analytics, AI-driven automation, and
state-of-the-art tracking systems enable us to refine
user experiences, improve conversion rates, and ensure
accurate performance attribution. Our commitment to
technological innovation also strengthens compliance,
security, and scalability, allowing us to stay ahead in a
rapidly changing digital landscape.
03 Organic growth
Organic growth remains a cornerstone of Gentoo
Media’s profitability strategy. We drive high-quality
traffic and maximise player conversions by continuously
optimising our content, SEO performance,
and user acquisition strategies.
Our focus on building authoritative brands, improving
user engagement, and leveraging data-driven insights
ensures long-term value creation. The ability to scale
through internally generated momentum provides a
foundation for sustainable and profitable growth.
04 Mergers and acquisitions
Mergers and acquisitions (M&A) are a strategic driver
of Gentoo Media’s expansion. Acquiring and integrating
high-quality assets and entities strengthens our market
position, enhances our product portfolio, and drives
revenue growth.
A disciplined approach to M&A ensures that each
acquisition contributes to long-term value creation,
delivering synergies that improve operational efficiency
and diversify revenue streams. Through seamless
integration, Gentoo Media leverages M&A as a catalyst
for scalable and sustainable expansion.
05 Partnerships
Strategic partnerships play a crucial role in Gentoo
Media’s global expansion. By collaborating with
leading media outlets, niche publishers, and digital
platforms, we extend our reach, attract high-quality
traffic, and strengthen brand visibility.
These partnerships allow us to leverage established
audiences, enhance credibility, and drive engagement
through premium content and targeted marketing
initiatives. Our continued focus on optimising partnerships
ensures diversified acquisition channels and long-
term growth.
06 Recurring revenue
Recurring revenue is a key pillar in Gentoo Media’s
value-creation strategy. Our focus on lifetime revenue
share agreements with operators ensures predictable,
sustainable income and long-term profitability.
We build a resilient business model that delivers
increasing value over time by continuously adding
new player cohorts to our operator network.
This approach enhances financial stability and
provides a strong foundation for future growth.
4.1 | Strategic pillars
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Gentoo Media | Annual Report 2024 | Strategy
The Gentoo Media diversification strategy was further
executed throughout 2024. By Q4 2023, 178 partners
generated more than EUR 10,000 in quarterly revenue
for the company, increasing to 313 partners by Q4 2024.
Both major and emerging websites contributed to
revenue growth, with the broader portfolio beyond
the top five sites accounting for 67% of annual revenue
in 2024 compared to 61% in 2023. Expansion across
markets remained a key priority, with strong growth
in Europe and the Americas.
Considerable resources were allocated to the continued
development of technology and business intelligence
(BI) for Gentoo Media in 2024. Two major IT projects,
including our next-generation media platforms,
have been under development throughout the year.
Scheduled for deployment in H1 2025, these platforms
will significantly enhance website performance and user
experience. The company also continued to develop its
proprietary BI system and enhance tracking
capabilities to support data-driven decision-making.
In 2024, the business achieved organic revenue
growth of 15%. A larger segment of the organisation
is now dedicated to continuously enhancing our
websites and campaigns to deliver higher-value
players to our expanding network of operators.
Optimisation efforts focused on three key areas:
/ Traffic acquisition
/ Traffic conversion
/ Monetisation of converted traffic
Gentoo Media’s proprietary BI platform played a crucial
role in this process, providing insights that identified
successful strategies and areas for further improvement.
M&A remained a key focus in 2024. The company
completed several strategic acquisitions, each expected
to deliver substantial long-term value. In the summer,
Gentoo Media acquired industry pioneer Casinomeister.
com with a long-term strategy to restore its position
as a leading authority in the sector.
Additionally, the company acquired Titan, a top-tier
provider of SEO and content services, to enhance
operational capabilities and reduce marketing costs
related to SEO and content production. Beyond
strengthening Gentoo Media’s internal operations,
Titan also presents a significant revenue opportunity
by offering its SEO and content services to Gentoo’s
network of operators.
Strategic partnerships were pivotal to Gentoo’s growth
throughout 2024, strengthening our brand visibility
and traffic acquisition. However, the company faced
a temporary setback just before the summer, impacting
short-term performance. Despite this, strategic initiatives
and strengthened collaborations enabled a swift recovery,
ensuring continued growth. By refining partnership
structures and optimising media alliances, Gentoo Media
remains well-positioned to leverage our unique synergies,
enhance traffic acquisition, and drive long-term value.
Revenue from revenue share agreements, recurring
revenue, grew 30% in 2024 compared to the previous
year. Refocusing on higher-value markets has yielded
strong results, with significant growth in revenue share
earnings.
The total value of player deposits, representing the
amount deposited by referred players on operator
websites, reached EUR 768 million in 2024, reflecting
a year-over-year increase of 39%. Management is
pleased to see this key underlying business driver
develop positively, reinforcing Gentoo Media’s
strong position in the industry.
4.2
Execution of strategy in 2024
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24 5.1 / Business summary for the year
26 5.2 / Financial performance
Performance
and outlook
5.0
Management commentary | Back to content
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Management commentary | Back to content
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Gentoo Media | Annual Report 2024 | Performance and outlook
2024 was a transformative year for Gentoo Media.
After divesting the Platform & Sportsbook business,
the company successfully transitioned into a fully
affiliate-focused business and achieved record-
breaking financial and operational performance.
Annual revenue reached EUR 122.8 million, reflecting
a 39% year-over-year (Y oY) increase, with 15%
organic growth. This marked the 5th consecutive
year of record-breaking revenue, reinforcing Gentoo
Media’s ability to drive sustainable growth in an
evolving market. EBITDA before special items,
rose 44% to EUR 56.7 million, realising an EBITDA
margin of 46%.
A key strategic focus throughout the year was
optimising player acquisition by prioritising high-
value markets. Total First-Time Depositors (FTDs)
for the year stood at 471,470 (471,440). However,
this stability was intentional, as Gentoo Media
actively reduced player acquisition in lower-value
regions to focus on high-value players. Consequently,
the total value of player deposits, representing the
amount deposited by referred players on operator
websites, reached EUR 768 million in 2024, reflecting
a year-over-year increase of 39%. The development
demonstrates the company’s success in shifting
towards high-value players that generate more
substantial long-term revenue.
Publishing performance and strategic acquisitions
The Publishing division played a pivotal role in Gentoo
Media’s growth, which was fueled by strategic
acquisitions, operational improvements, and a
targeted approach to acquiring high-value players.
AskGamblers and KaFe Rocks continued to exceed
expectations. AskGamblers achieved record-high
traffic and revenue, benefiting from SEO and
technical enhancements. A new sports section
was added to the website with the aim of doubling
the size of the asset’s reach and addressable market.
Extensive work was carried out in 2024 in preparation for
the website’s migration to a superior content management
system (CMS), unleashing the asset’s full capabilities.
The AskGamblers casino complaints service returned USD
6.9 million to players in 2024, continuing the impressive
trend of resolving issues between players and operators.
The integration of KaFe Rocks progressed steadily,
unlocking further synergies that contributed to improved
EBITDA margins. While Time2play.com experienced
a downturn due to the August Google core update,
the team immediately began an action plan to reverse
the negative trend, carrying out numerous improvements
to the website.
Casinomeister, acquired in mid-2024, strengthened
Gentoo’s market position and contributed meaningful
revenue in its first full quarter, with organic traffic growing
significantly year-over-year. We have a long-term strategy
to establish Casinomeister’s position as a leading website
authority in affiliate marketing.
Titan, a provider of SEO and content services, was also
acquired in 2024, improving operational efficiency and
cost savings across both Publishing and Paid. Leveraging
the Gentoo Media network, Titan was also able to drive
material revenue from providing SEO and content to
external partners, with further business growth resulting from
Gentoo Media’s strategic partnerships expected in 2025.
CasinoTopsOnline, which had been previously negatively
impacted by Google core updates, saw an increase
in organic traffic year over year, though full recovery
remains a priority for 2025. Several initiatives and
new features, such as an innovative casino AI assistant
called TopsAI, rolled out during 2024 are anticipated
to contribute towards this goal in 2025.
Our US-facing asset, WSN.com, contributed to further
diversification and growth within the Publishing segment,
showing a stronger North American market performance
as the year progressed.
Paid Media growth and optimisation
Revenue from Paid grew significantly year-over-
year, reflecting a disciplined approach to scaling
high-value traffic sources. The division optimised
traffic acquisition by focusing on quality over
quantity, ensuring sustainable and profitable growth.
Throughout 2024, Gentoo Media intensified lead
generation efforts, leading to record-high lead intake
and increased CRM activity. These enhancements
contributed to higher engagement rates and improved
profitability, reinforcing the company’s ability to
convert leads into long-term revenue streams.
The company also introduced new marketing
technologies across PPC, display, and social
media channels. These advancements enhanced
campaign efficiency, allowing the Paid division
to scale effectively while maintaining best-in-
class execution across all marketing initiatives.
In line with our strategy to prioritise high-value players,
total player intake from Paid declined by 12% year-
over-year. However, this shift was intentional, as the
company focused on attracting higher-quality traffic.
This approach resulted in a greater concentration of
high-value players, ultimately supporting revenue
growth and reinforcing long-term sustainability.
5.1
Business summary for the year
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Gentoo Media | Annual Report 2024 | Performance and outlook
Technology and innovation
Throughout 2024, Gentoo made significant strategic
investments in advancing its next-generation CMS
platform – a unified, scalable, and high-performance
solution designed to enhance AskGamblers while
optimising market-specific websites. This platform
is expected to boost agility, streamline operations,
and elevate content and SEO quality, reinforcing
AskGamblers’s position as a flagship brand and
fuelling the growth of our wider website portfolio.
The company has continued to develop its proprietary
Business Intelligence (BI) system, enhancing tracking
capabilities to gain deeper insights into page and
campaign performance. After building a proof of
concept with a site-level dashboard, the focus is
now on department-specific dashboards. The sales
team are already making use of the first of these.
These dashboards help teams better understand
what works across our sites, which pages convert
best, how different toplist positions perform, aid
tracking of A/B split test results, and more.
The goal is to move beyond reporting and support more
informed, data-driven decisions across departments.
Furthermore, the BI department has successfully
integrated machine learning into its analytics, most
notably by developing models that predict the CLV
and churn probability of our first-time depositing
customers across various verticals. This enhancement
will significantly improve our optimisation of different
business areas while also serving as a foundation
for further automation across the company.
To streamline operations, we introduced a new system
integrating sales, finance, and BI, with the first version
successfully rolled out in 2024. Further refinements
are underway to enhance collaboration and data
exchange, ensuring seamless connectivity between
key business functions. Work has been ongoing within
design and product to optimise processes and delivery
of features, creatives and products. These strategic initia-
tives are instrumental in enhancing operational efficiency,
strengthening competitive advantage, and positioning
Gentoo Media for continued long-term success.
Regulatory and compliance strengthening
To prepare for its legal separation from the Platform
& Sportsbook business, Gentoo Media successfully
re-applied for business qualifications in the U.S. and
key vendor registrations/licenses, securing business
qualifications across 30 U.S. states and 17 registrations/
licenses across European and U.S. markets. This regulatory
expansion strengthens the company’s position in key
markets, enabling sustainable, long-term growth.
Throughout 2024, the company continued to enhance
its proprietary marketing compliance software,
Sitebee (formerly GiG Comply), through a full rebranding
and expansion of its compliance functionalities.
The compliance business also signed two new clients
and renewed 14 existing contracts, reflecting the growing
demand for robust marketing compliance solutions.
Several new initiatives were successfully launched,
including attaining multiple Quality Mark Responsible
Affiliates (QMRA) logos across various assets.
The company also introduced a Customer Onboarding
Process, which subjects partners to a Master Services
Agreement and due diligence framework. This initiative
aims to identify and manage risk exposure, ensuring
operations remain well-aligned with our risk appetite
and regulatory standards.
These efforts demonstrate our commitment to
regulatory compliance and dedication to upholding
the highest standards of business integrity.
Strategic outlook for 2025
Looking ahead, Gentoo will continue to focus on:
/ Expanding AskGamblers’ sports betting segment to
capture a larger share of the growing and substantial
sports market.
/ Further integration of acquired assets to enhance
scalability and drive operational synergies.
/ Optimising AI-driven marketing strategies
to maximise high-value player acquisition.
/ Continuous investment in SEO, content quality,
and BI-driven decision-making to strengthen
digital performance.
/ Expanding and enriching paid strategies and channels,
positioning Paid as one of our key growth drivers.
/ Ongoing enhancements to its technological
framework and tools to achieve operational
excellence and a superior portfolio of assets.
Gentoo Media is well-prepared for the year ahead
with record-breaking financial performance, a strong
focus on high-value players, and strategic acquisitions
positioning the company for sustained success.
By focusing on long-term value creation, efficiency,
and market leadership, the company remains
committed to delivering strong growth and maintaining
its position as a leading player in the online media industry.
5.1 | Business summary for the year
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Gentoo Media | Annual Report 2024 | Performance and outlook
The Group sustained its strong growth trajectory
and achieved high financial performance during
a transformative year which have advanced the
business’s journey as a market-leading affiliate
in the iGaming industry and have established a
strong position for Gentoo’s future growth both
organically and through expansions.
Income statement
Revenues amounted to EUR 122.8 (88.6) million during
2024, an increase of 39% is primarily driven by the
effect of 2023 acquisitions AskGamblers and KaFe
Rocks. On an organic basis, revenues increased
by 15% year over year.
Marketing expenses were EUR 32 (26.8) million in the
year 2024, an increase of 20% due to a result of an
increase in revenue from Paid. Paid marketing expenses
make up approximately half the marketing costs, with
Publishing covering the other half. During the last part
of 2024, our Paid division’s strong performance and
revenue growth as described in the operational section,
is reflected in the marketing costs as a focus was to
optimise and improve efficiency.
Personnel expenses amounted to EUR 15.9 million, up 50%
from EUR 10.6 million in 2023. Capitalised salaries related
to technology development amounted to EUR 5.6 (4.4)
million. Personnel expenses increased due to the number
of new employees employed subsequent to the
spin-off. Other operating expenses amounted
to EUR 18.2 (11.7) million with a 55% increase.
The main increase is due to consultants, and a general
increase in expenses due to increased activity.
EBITDA before special items was EUR 56.7 (39.5)
million, a 44% increase, with an EBITDA margin of
46% (45%). EBITDA is equivalent to operating profit
before depreciation, amortisation and impairment.
Special items in the year amounted to EUR 1.5 million.
Depreciation and amortisation amounted to EUR 17.6
(12.5) million, a yearly increase of 41%. Net finance
costs amounted to EUR -14 (-10.9) million, the increase
in borrowing costs is a result of the new bond being
issued at the end of 2023, including the EUR 15 million
subsequent issue under the EUR tranche in June 2024,
increasing the EUR tranche to EUR 60 million.
Interest on the company’s bonds were EUR -10.1 (-6.6)
million. Other financial expenses were EUR -3.9 (-4.3)
million. Finance costs also increased as a result of
unwindings on deferred considerations amounting
to EUR 3.5 million in 2024.
The net profit for Gentoo Media was EUR 23.6
(12.9) million, a 83 % increase from the same period
in 2023. The net profit margin was 19% (15%).
Financial position
Total assets amounted to EUR 168.7 (272.6) million as at
31 December 2024. The spin-off of Platform & Sportsbook
in September 2024 is the main driver for the decrease.
The largest asset on the balance sheet relates to
intangible assets of EUR 106.6 (103.5) million.
The increase is attributable to goodwill and other intangible
assets through primarily the acquisition of Titan,
Casinomeister and two other assets during the period.
Intangible assets at 31 December 2024 mainly comprise
goodwill generated through business combinations (EUR
44.4 million), affiliate assets acquired (EUR 47.2 million)
as well as client contracts acquired (EUR 6.6 million) as well
as development of technology platform (EUR 7.8 million).
Trade and other receivables amounted to EUR 27.1
million at 31 December 2024, which is a large increase
from 2023 where the amount was EUR 18.5 million at
31 December 2023. This increase is attributable to
the general increase in revenue.
The Group closed out the year with a healthy balance of
cash and bank deposits amounting to EUR 11.3 million; the
Group’s cash and bank deposits in 2023 amounted to EUR
15.5 million. In June 2024, the Company completed a EUR
15 million subsequent issue under its current 2023-2026
Senior Secured Bonds, increasing the EUR tranche to EUR
60 million. The proceeds were used towards financing
the acquisition of CasinoMeister, deferred payments
for KaFe Rocks and general corporate purposes.
The Group has also secured a facility with Citi Bank of
EUR 25 million, EUR 7 million were drawn as at year end.
Significant liabilities in the Group’s balance sheet
include deferred consideration and borrowings.
Deferred considerations have increased, mainly
due to the deferred payments associated with the
acquisitions from 2023 and 2024 which amounted to
EUR 33.3 million, which is included as current liabilities.
The last quarter of 2024 was where the spin-off showed
its true impact for Gentoo Media as an independent
company with a profitable and pure media business,
advancing the business’s journey as a market-leading
affiliate in the iGaming industry. With the split and a more
focused group structure, the Group is in a strong and
robust position for future growth.
5.2
Financial performance
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Gentoo Media | Annual Report 2024 | Performance and outlook
Cash flows
The Group experienced a net cash inflow from operations
during the year of EUR 33.3 (40.6). Net cash generated
from operating activities was mostly utilised to fund
investment in non-current assets, payment of bond
interest and lease payments. The cash generated
through financing was utilised for the acquisitions
of Askgamblers and KaFe Rocks.
2024 acquisitions
Titan Inc. Limited (Titan)
In August 2024, the Group completed the purchase
of 100% of the shares and voting rights in Titan.
The acquisition is structured with a total price of
EUR 3.1 million, comprising an initial payment of EUR
1.0 million that was paid on closing, followed by two
yearly installments of EUR 1.0 million to be paid after
twelve and twenty-four months, respectively.
The Group acquired effective control over Titan from
31 May 2024, which is the date on which the group
became exposed to variable returns from its involvement
with the entity and gained the ability to affect those
returns through its power to direct the activities of
the entity via its majority voting rights.
Titan is based in the UK offering bespoke link building,
multimedia content production etc. and employed
around 40 people at takeover. The acquisition is in line
with the strategy to create sustainable long-term growth.
The group expects to obtain significant cost synergies
following the transactions from the internal purchase of
SEO and marketing content services that Titan provides.
Previously the Group made use of the services from Titan.
Moreover, the ultimate goal with the acquisition is also
to expand Titan’s customer base outside of the collaboration
with the Group. This is expected to go proportionally
faster given the synergies provided from the rest
of the Group post acquisition.
For further information on the Titan acquisition,
see note 3.4 Acquisition of businesses.
Other acquisitions
In June 2024, the Group acquired the casino affiliate
website Casinomeister effective from 1 June 2024.
The transaction was structured as an asset purchase
with a total consideration of EUR 3 million, that was
paid in cash in July 2024.
In September 2024, the Group acquired two minor
casino affiliate websites effective from 30 September
2024. The transaction was structured as an asset purchase
with a total consideration of EUR 2.7 million (including
transaction related costs). The consideration was fully
paid before year end.
In the fourth quarter 2024, the Group acquired two
minor affiliate websites on 26 December 2024.
The transaction was structured as an asset purchase
with a total consideration of EUR 3.2 million to be
paid in 2025, with an initial payment of EUR 1.4
million, and the remaining balance is paid in
instalments from January through April 2025.
Update on 2023 acquisitions
AskGamblers
Since acquiring AskGamblers in January 2023,
the business has experienced strong traffic growth,
culminating in an all-time high number of registrations,
first-time depositors, revenue and EBITDA.
During 2024, AskGamblers benefitted positively from
Google’s core update in March which improved rankings
and player intake. Furthermore, in the first half of 2024, the
first initial sports sections were added and AskGamblers
continued its growth, setting new records with ongoing
development in sports content and product enhancements.
The fourth quarter for AskGamblers also marked a
significant milestone for the site as it officially launched
in the regulated US market. During the year, the Group
paid EUR 10 million and subsequent to year end EUR 15
million were paid in line with the contractual obligations.
No further payments are expected on this acquisition.
KaFe Rocks and its subsidiaries
Since acquisition in December 2023 KaFe Rocks Limited
and its subsidiaries have contributed to significant
revenue growth, operational synergies, and improvements
in EBITDA margins. KaFe Rocks’ different sites experienced
a mixed impact by the Google Core Updates during
the year, however, the company quickly responded by
implementing targeted initiatives to recover lost ranking.
Throughout the year, the integration of KaFe Rocks to the
business progressed steadily during the year and unlocked
technological and commercial synergies, and several
KaFe Rocks websites were successfully migrated onto
Gentoo Media’s main platform at the end of the year.
During 2024, the Group paid EUR 6.1 million in cash,
and an additional EUR 2.5 million in issued shares to the
sellers due to specific operational cost savings targets
being met by year-end 2023, where the number of shares
issued is based on a 30-day VWAP of the Gentoo Media
share at the time of closing (NOK 30.11), which was according
to the contractual terms and obligations. In relation to
the deferred consideration, in January 2025 the earnout
in relation to the second half of 2024 was crystallised
and this amounted to EUR 0.3 million, such amount was
not part of management’s estimate of the total deferred
consideration. In January 2025, the total amount paid
was EUR 5.6 million. During 2025, EUR 15.8 million are
contracted payments to previous shareholders.
5.2 | Financial performance
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Gentoo Media | Annual Report 2024 | Performance and outlook
Financial outlook
Gentoo Media has continued its strong performance
over the past two years, securing strong cash flow and
increased diversity in earnings. Previous years acquisitions
have proven successful, with strong growth in revenues
and FTDs since being taken over by Gentoo Media.
This business diversification further aligns with the
strategy to create sustainable long-term growth.
Underlying KPIs continue to show good progress,
and with Titan added, Gentoo Media expects
continued sustainable future revenue growth
combined with a solid EBITDA for Gentoo Media.
Performance from discontinued operations
Following shareholder approval at an extraordinary
general meeting on 23 September 2024, the split
was executed on 30 September 2024, dividing the
company into two independently listed companies
and thereby completing the strategic review.
Income statement
Revenues from discontinuing operations for 2024
decreased to EUR 29.6 (54) million. The discontinued
operations experienced an increase in operating
expenses from EUR 55.2 million in 2023 to EUR 107.2
million in 2024. This is driven by the impairment
losses and other operating expenses.
Financial position
In accordance with IFRS 5, Platform & Sportsbook
financial results are presented as a discontinued
operation, and the assets and liabilities of this disposal
group held for distribution have been separately
presented in the financial statements for the year
ended 31 December 2023 and at distribution date
which is 30 September 2024.
The results from Platform and Sportsbook have been
reported as a discontinued operation in the Group’s
consolidated financial statements. The assets
associated with the discontinued Platform & Sportsbook
operations had a carrying amount of EUR 84.4 million
as at 30 September 2024. The liabilities associated
with the discontinued Platform & Sportsbook
operations had a carrying amount of EUR 25.4
million as at 30 September 2024.
5.2 | Financial performance
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Gentoo Media | Annual Report 2024
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29
30 6.1 / Governance framework
34 6.2 / Risk management
38 6.3 / Board of directors of Gentoo Media
41 6.4 / Management in Gentoo Media
44 6.5 / Shareholder information
Corporate
governance
6.0
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Gentoo Media | Annual Report 2024 | Corporate governance
Gentoo Media is committed to good corporate
governance to ensure trust in the company and to
maximise shareholder value over time. The company’s
corporate governance framework regulates the
interaction between the company’s shareholders,
the board of directors and the executive management.
1. Implementation and reporting on corporate governance
Gentoo Media Inc. (“Gentoo” or the “company”) is a US
corporation incorporated in the state of Delaware with
corporate number 2309086. The group headquarters
are in Malta, with operations in Denmark, Spain, Serbia,
Brazil and the United Kingdom.
Being a Delaware company, the company is subject
to Delaware company legislation and regulation. In
addition, certain aspects of the Norwegian Securities
law, the Swedish Financial Instruments Trading Act and
specific duties and responsibilities under the Regulation
(EU) No 596/2014 of the European Parliament and of
the Council of 16 April 2014 on market abuse (the “MAR”)
and related legislations apply to the company due
to its listing on both the Oslo Stock Exchange and
on NASDAQ Stockholm, including the requirement
to publish an annual statement of the company’s
policy of corporate governance.
The company’s board of directors and management
adheres to the Norwegian Code of Practice for Corporate
Governance, last revised 14 October 2021 (the “Norwegian
code”) and the Swedish Corporate Governance Code,
last revised 1 January 2024 (the “Swedish code”), both
referred to as “the codes” in this document. The company
has Norway as its home member state, and thus Norwegian
regulations and the Norwegian code will supersede
in case of conflicts
The company aims for compliance in all essential areas
of the codes. However, as a Delaware company, there
will be topics where the codes are not fully complied
with. The codes are available at www.nues.no/eng
and www.corporategovernanceboard.se.
The application of the codes is based on a “comply
or explain” principle and any deviation from the codes
is explained under each item. The corporate governance
framework of the company is subject to annual review
by the board of directors and the annual corporate
governance report is presented in the company’s
annual report and on the company’s website.
This corporate governance report is currently structured
to cover all sections of the Norwegian Code of Practice
as a base, with extended sections to cover the Swedish
Corporate Governance Code. Further explanation
describes the company’s corporate governance
in relation to each section of the respective codes.
The company complies with the codes in all material
respects. However, it deviates on the following topics:
board authorisation to issue new shares (paragraph 3)
and formulation of guidelines for use of the auditor
for services other than auditing (paragraph 15).
2. Business
The codes are in material respects complied with through
the company’s Certificate of Incorporation and By-Laws
(combined Articles of Association) and the annual report.
As a Delaware corporation, the company’s business is not
defined in the Articles of Association. A description of the
business is available on the company’s website and in the
annual report. The company’s objectives, strategy and risk
profile are described in more detail in the annual report
and on the company’s website.
Given the nature of the company’s business, the company
is constantly working to improve its ethical and fair
business practices. The company is committed to being
compliant with all the laws and regulations affecting
its business. The company has defined ethical and
sustainability guidelines in accordance with the company’s
corporate values and as recommended by the codes.
3. Equity and dividends
The codes are in material respects complied with.
The company’s equity as at 31 December 2024 was
negative EUR -9.4 million as a result of the negative
development within discontinuing operations in 2024.
Apart from financing normal operating expenses, the
company’s business model requires low tied-up capital
in fixed assets and the board of directors considers
the current capital as sufficient. The board of directors
constantly assesses the company’s need for financial
strength based on the company’s objectives, strategy
and risk profile.
The company has adopted a dividend policy under which,
all else being equal, the company will aim to pay a dividend
according to continued self-imposed restrictions
concerning financial solidity and liquidity, all of which
should be complied with. To date, the company has not
paid any dividends to shareholders and no dividends are
proposed by the board of directors for the year 2024.
According to common practice for Delaware companies,
the company has an authorised number of shares available
which is higher than the current number of issued shares.
The authorised number of shares has been approved by
the shareholders in a shareholder meeting. In compliance
with the company’s Articles of Association and Delaware
corporate law, the board of directors may issue shares
up to this limit without any further shareholder approval.
As at 31 December 2024, the number of authorised
shares was 150,000,000 (par value USD 0.001) whereof
6.1
Governance framework
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Gentoo Media | Annual Report 2024 | Corporate governance
134,707,97 4 were issued and outstanding.
The ISIN code is US36467X2062.
4. Equal treatment of shareholders
The codes are in material respects complied with.
The company has only one class of shares, which
is listed on both the Oslo Stock Exchange and
NASDAQ Stockholm.
Under Delaware law, no pre-emption rights of existing
shareholders exist, however the company aims to offer
pre-emption rights to existing shareholders in the event
of increases in the company’s share capital through
private share issues for cash. If the board of directors
carries out an increase in share capital by cash and waives
to offer a pre-emption right to existing shareholders,
this will be a minor increase, or if not, a justification will
be publicly disclosed in connection with such increase
in the share capital.
5. Shares and negotiability
The company is compliant with the codes. The company
has no limitations on the ownership or sale of the
company’s shares. All Gentoo shares are freely
negotiable and no form of restriction on negotiability
is included in the company’s Articles of Association.
6. General meetings
The codes are, in material respects, complied with
as stated below. A shareholder meeting ensures the
shareholders’ participation in the body that exercises
the highest authority in the company and in which
the company’s Articles of Association are adopted.
Notices for shareholder meetings with proposed
resolutions and any supporting documents are announced
on the Oslo Stock Exchange, on Nasdaq Stockholm
and on the company’s website and sent by mail to
all shareholders registered in the Norwegian Central
Securities Depository Euronext Securities Oslo (“ES-OSL”)
according to the company’s Articles of Association.
The company’s by-laws require a minimum of 10 days’
notice to the shareholders, although the company has
given the shareholders longer notice when calling for
shareholder meetings, and the company aims to apply
the Swedish code for notice and other procedures
regarding shareholder meetings.
The company allows shareholders to vote by proxy and
prepares a form of proxy that is sent to shareholders and
nominates a person who will be available to vote on behalf
of shareholders as their proxy. Shareholders are allowed
to vote separately on each candidate nominated for
election to the company’s corporate bodies.
The company has decided to apply the Swedish code
by using English only for all communication, including the
notice, as the ownership structure warrants it. The same
applies to the minutes of the meeting. The Swedish code
will be applied when verifying and signing the minutes of
shareholder meetings. A shareholder, or a proxy repre-
sentative of a shareholder, who is neither a member of the
board nor an employee of the company is to be appointed
to verify and sign the minutes of shareholder meetings.
The company’s chairman attends shareholder meetings,
and the company further aims to meet the requirements in
the Swedish code regarding other members of the board,
the CEO, the nomination committee and the company’s
auditors to attend the annual meeting of shareholders
7. Nomination committee
The codes are complied with. As a Delaware corporation,
the governing law does not require a nomination committee.
However, the company has a nomination committee.
The nomination committee is responsible for reviewing
the size, structure and composition of the board,
succession planning, the appointment of replacement
and/or additional directors, and for making the
appropriate recommendations to the board. In 2024,
the nomination committee held individual interviews
with each member of the board and the CEO.
The annual shareholders meeting in May 2024 resolved
that the nomination committee shall represent all share-
holders, and consist of no fewer than three and no more
than four members and be appointed by the three largest
shareholders of the company as per 31 August 2024.
The company has followed the principles set out by
the annual meeting of shareholders, and the nomination
committee members are as follows:
/ Lukasz Wojciak, representing MJ Foundation
/ Lukasz Borkowski, representing ZJ Foundation
/ André Lavold, representing Optimus Invest Limited
8. Board of directors: composition and independence
For the board of directors, the codes are in material
respects complied with. The shareholder meeting elects
representatives to the board. The resolution on the
composition of the board takes place with a simple
majority. The company seeks to nominate members of
the board representing all shareholders and independent
from management. All board members are, on a yearly
basis, up for re-election.
The current board of directors consists of six members,
where four are independent of the company’s main
shareholders. Four of the board members own shares
in the company, either directly or indirectly. Information
about the current board members, their expertise,
independence and shareholdings can be found in
‘6.3 Board of Directors of Gentoo Media’ section
and on the company’s website. As a Delaware
company, the board members have unlimited periods
However, the board members must be proposed,
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Gentoo Media | Annual Report 2024 | Corporate governance
elected, or re-elected at the annual shareholder meeting.
The board of directors formally elects the chairman of
the board according to the company’s by-laws.
9. The work of the board of directors
The codes are complied with in material respects.
The board of directors has the prime responsibility for
the management of the company and holds a supervisory
position towards the executive management and the
company’s activities. The company has established
rules of procedures for the board of directors and
executive management.
In addition to monitoring and advisory duties, the board of
directors’ main tasks consist of participating in compiling
the company’s strategy and establishing the overall goals.
The board of directors appoints the CEO; the Swedish
code will be applied when it comes to appointing,
evaluating and, if necessary, dismissing the CEO.
The board of directors has to approve any significant
assignments the CEO has outside the company.
The board of directors will ensure that the company’s
auditor reviews the company’s six or nine-month
report according to the Swedish code. There is
no such equivalent rule in the Norwegian code.
The board of directors appoints a remuneration
committee and an audit committee and establishes
an annual plan for its work, with an internal allocation
of responsibilities and duties. The board of directors
has evaluated its work through individual interviews
with the nomination committee.
Members of the board of directors and senior
management shall notify the board of directors in
case of material direct or indirect interests in
transactions entered into by the company.
The chairman of the board is responsible for leading
the work of the board and for leading the board
meetings. Continual contact with the CEO shall
ensure that the chairman of the board monitors the
company’s development and that the board receives
the information required to meet its commitments.
The chairman of the board shall also represent the
company in matters concerned with ownership.
The board held eight minuted meetings in 2024,
where all meetings had all members present.
The previous Group CFO, as secretary to the
board, took said minutes. At every board meeting,
the CEO delivered a business and financial update.
10. Risk management and internal controls
The codes are complied with. The board of directors
constantly assesses the company’s need for necessary
internal control systems for risk management covering
the size and complexity of the company’s business.
The company employs various area-specific policies
and procedures designed to manage the company’s
risk. Prior to the split of the company, the board
of directors had established an independent audit
committee which oversaw the company’s implementation
of policies and procedures. The board of directors
will engage a new internal auditor in 2025.
The board of directors is responsible for the internal
control, and has established policies, procedures and
instructions related to risk management and internal
control. These documents are distributed to the relevant
employees and other stakeholders, and it is mandatory
for all employees to read, understand and sign off
on company policies and to comply with the code of
conduct. The internal control framework is a direct result
of continuous risk management processes, which take
into consideration the company’s business operations,
as well as the external environment in which the company
operates. The CEO and CFO are responsible for managing
issues concerning insider information and monitoring
the company’s Investor Relation (IR) function.
6.1 | Governance framework
Name Period Attendance
Mikael Harstad Chairman 8 out of 8
Hesam Yazdi Director 8 out of 8
Tomasz Juroszek Director 6 out of 6
Mateusz Juroszek Director from May 5 out of 5
Cristina Romero de Alba Director from May 5 out of 5
Nicholas Batram Director from May 5 out of 5
Petter Nylander Director until May 3 out of 3
Nicolas Adlercreutz Director until May 3 out of 3
Steve Salmon Director until May 3 out of 3
Karolina Pelc Director until May 3 out of 3
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Gentoo Media | Annual Report 2024 | Corporate governance
11. Remuneration to the board of directors
The codes are complied with and variable remuneration
for the board is not allowed in the Norwegian code,
which the company follows. The remuneration to board
members is at a sufficiently competitive level to ensure
the desired composition of the board. The remuneration
is resolved by the annual shareholder meeting, is a fixed
amount, and has no performance-related elements.
The annual shareholder meeting in May 2024 resolved
the remuneration of the board of directors, including
remuneration for the remuneration committee and the
audit committee. Remuneration to the board is listed in
note 2.4 in the 2024 consolidated financial statements.
No board members have share options and no board
members take part in incentive programs available for
management and/or other employees.
A general rule is that no members of the board of directors
(or companies with which they are associated) shall take on
specific assignments for the company in addition to their
appointment as director. If such assignments are made,
they shall be disclosed to the board of directors, and the
remuneration shall be approved by the board of directors.
12. Remuneration of the executive personnel
The codes are complied with. The board sets the remuner-
ation for the CEO. The board also establishes guidelines
for the remuneration of other members of senior
management, including the level of fixed salaries,
the principles for and scope of bonus schemes, and
any option grants. Performance-related remuneration
is subject to an absolute limit.
The company has not issued a remuneration report,
however, the policy for remuneration to senior management
and the amounts paid in 2024 are described in note 2.4,
and the company’s incentive stock option programs
are described in note 2.5 in the 2024 consolidated
financial statements.
The company has a remuneration committee, consisting
of two directors, Mikael Harstad (committee chair) and
Hesam Yazdi. For the fiscal year 2024, the remuneration
committee had monthly committee meetings with both
members present in all meetings, together with the
company’s CEO and director of People and Communication.
13. Information and communications
The codes are complied with. The company assigns
importance to informing its owners and investors about
the company’s development and economic and financial
status. Prompt financial reporting reduces the possibility
of leakage and contributes to the equal treatment of
shareholders. Responsibility for investor relations (IR) and
price-sensitive information rests with the company’s CEO
and CFO, including guidelines for the company’s contact
with shareholders other than through general
meetings.All information distributed to the company’s
shareholders is available through the company’s website.
Each year the company publishes the dates of reporting
for planned major events to the market.
The company provides an annual sustainability report
that is made available on the company’s website. The
company has not presented a separate remuneration
report, but information on remuneration to the board
of directors and management, and share option plans,
are available in the annual report.
14. Take-overs
The codes are complied with. The company has no
restrictions in its Articles of Association regarding company
takeovers, and the board of directors is pragmatic
with respect to a possible takeover of the company.
If a takeover bid is made for the company, the board of
directors will ensure that shareholders are given sufficient
and timely information and make a statement prior to
the expiry of the bid, including a recommendation as
to whether the shareholders should accept the bid.
The main responsibility of the board of directors under
such circumstances is to maximise value for the shareholders,
while simultaneously looking after the interest of the
company’s employees and customers.
15. Auditor
The company has an audit committee consisting of
two directors, Cristina Romero de Alba (committee
chair) and Nicholas Batram. For the fiscal year 2024,
the audit committee had three committee meetings
with both members present, and had meetings with
the external auditors regarding the third quarter
review and the annual financial statements.
The auditors have presented a review of their work
to the audit committee, and the company’s internal
procedures, including an explanation of the results
and information about the statutory audit.
The company has not developed any specific guidelines
for the management’s opportunity to use the auditor
for other services than audit. The auditors are used
as advisors for general financial purposes, preparing
tax returns, and general tax advice.
The auditors did not participate in the board meeting
which finally approved the annual financial statements
for 2024, but participated in previous board meetings
and audit committee meetings discussing the annual
report. Management and the audit committee presented
the auditors’ comments to the board of directors.
The auditors have been available for questions and
comments at the board of directors’ discretion.
6.1 | Governance framework
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Gentoo Media | Annual Report 2024 | Corporate governance
This section provides an overview of industry- and
company-specific risks which impact the company’s
growth and sustainability in the longer term.
Geopolitical risk
The Group operates within the entertainment industry.
As such, the success of its business is ultimately
dependent on the end customers’ disposable
income, which is primarily driven by geopolitical factors
affecting stability, trade, job security and inflation.
For example, the ongoing conflict between the West
and Russia may have an indirect impact on the company.
In particular, as it relates to Russia’s actions in Ukraine,
and the sanctions imposed against Russia and Belarus,
Russian and Belarusian officials, companies and individuals.
This impact may be felt through inflation, rising operational
costs, loss of supply chains, loss of potential future busi-
ness and general market challenges affecting the global
financial markets and global economies.
Financial risk
The continuation of the company as a going concern
depends on its ability to generate revenue and profits
from its operations and its ability to raise sufficient
funding to meet any short-term or long-term needs.
There is no assurance that the company will be profitable in
the future, which could obstruct the raising of new capital,
if necessary. In addition to the above, the Group faces the
risk that customers are not able to pay for the services
rendered when these fall due.
For further description on risk factors, see note
5.4 to the consolidated financial statements.
Regulatory compliance risk
Gentoo Media Inc. is a holding company and does not
conduct any operations itself. Through its subsidiaries,
the company is active in a highly regulated online gaming
market as well as several markets which are not yet
regulated. Legislation concerning online gaming is
under review in certain jurisdictions, and in some
circumstances, previous opportunities to offer gaming
products to certain customers based in some markets
on principles of freedom to provide services may be
impacted by new legal restrictions being imposed.
In other cases, previously unregulated jurisdictions
pass legislation regulating the market and while this
creates new opportunities to offer products and services
to those markets with legal certainty, such development
also increases costs by fragmenting the international
gambling market into national markets with a multitude
of different requirements in terms of products,
advertising and regulatory compliance. Depending
on the regulatory structure of a given jurisdiction,
the company may require licences to offer its various
Risk management
6.2
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Gentoo Media | Annual Report 2024 | Corporate governance
services, may become subject to pay licence or
regulatory fees, or become subject to additional
taxes. Where the company is not directly licensed
to operate, regulatory risks as described above are
still indirectly applicable to the company when operating
in regulated markets, by extension, through the
laws and regulations applicable to its clients.
Any changes in regulations, laws, or other political
decisions in the jurisdictions where the company
operates may have a positive or negative effect on its
operations. For instance, it may be the case that a market
which is of significance to the company and which is
presently unregulated becomes subject to commercially
unfeasible or unfavourable regulation or fiscal regimes,
which could be a detriment to the company.
This evolving environment and the company’s continuing
international expansion brings further complexity to
its multi-jurisdictional regulatory position. In particular,
its tasks to fulfil regulatory requirements, and meet
compliance in its advertising and responsible gaming
regulation. The risk of non-regulatory compliance,
the failure to obtain licenses (and the loss thereof),
and/or failure of satisfying any conditions/terms
under any existing licenses create an uncertain business
environment and may hinder the Group’s ability to
evelop and grow the business. Changes in legislation
or enforcement practices could force the Group to exit
markets, result in direct financial penalties, and result
in sanctions or litigation. Ultimately having a material
adverse effect on the Group’s business, financial
position, profits and prospects.
The Group mitigates this risk through the monitoring
of legal developments and implementation of relevant
developments on the Group’s own assets, and by seeking
external advice to assist with the assessment of risk
exposures as appropriate. The Group also prioritises
continuous education and updates for all staff regarding
new and applicable regulatory developments, ensuring
thorough awareness and alignment with any changes
implemented.
This proactive approach underscores our commitment
to operating with integrity and regulatory adherence
in every aspect of our business.
Market dynamics
Various governments have passed or are mulling the
idea of passing laws or regulations intended to limit
gambling advertising. Whereas in some markets, such
laws and regulations are nuanced and directly aimed
at protecting the young and vulnerable (such as the
regulations in force in Sweden and Great Britain), some
countries (such as Belgium) are introducing blanket
advertising bans severely restricting the company’s
ability to carry out its business.
Other countries, such as the Netherlands, prohibit the
use of certain advertising channels and have placed
time restrictions where digital advertising is limited
to specific times of the day. Further limitations which
are being adopted and/or considered more frequently
include deposit limits and a ban on bonuses, such as is
the case in Germany and Brazil (respectively), which
indirectly limit the company’s revenue potential.
Regulation may also prohibit certain compensation
models generally adopted by affiliates in return for
directing traffic. Some jurisdictions allow different
levels of compensation depending on the level of
affiliate registration and/or license obtained - such
is the case across several US states.
Competition risk
The Group faces competition from a number of existing
competitors, as well as potential new competitors, which
could result in a loss of market share and diminished profits
for its operations. In this respect, there is an increased
risk of competition when entering newly regulated
markets due to competition from incumbent affiliates.
The competitive nature of the industry is further
characterised by the adoption of technological
advances, demanding customer requirements and
frequent innovative product offerings. Excluding
negative external factors beyond its control, the Group’s
future success is heavily reliant on its ability to enhance
its current product portfolio through new product
offerings and continuous improvement, create attractive
advertising campaigns, maintain relations with existing
and new partners and suppliers, and having the
resources to sustain such development and growth.
Failure to quickly respond and adapt to market
demands and competition risk could adversely
affect the Group’s financial performance.
Dependency on key customers and partners
The performance of the customers and market-
related dynamics have an impact on the company’s
performance. Due to the dynamic nature of the affiliate
marketing industry, just as new customers are regularly
onboarded, the company also realises that existing
relationships may simultaneously plateau or decline.
While the company has a broad and diverse customer
base, a small subset of key customers and partners
account for a significant portion of its revenue. In this
context, the loss of one or more of such customers or
partners would have a negative impact on the company’s
financial performance. To mitigate this risk, the company
seeks to secure long-term partnerships and recurring
revenue models with its customers. The company is,
therefore, heavily reliant on the strength of the relationship
and level of service it provides to its customers, which
ultimately translate into some of the company’s key
6.2 | Risk management
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Gentoo Media | Annual Report 2024 | Corporate governance
intangible assets. However, while the growth of the
company depends on the quality, enhancement, and
innovation of its service offerings, the promotions, offers
and overall product provided by its customers plays an
equally crucial role in attracting end-users. The Group
may face challenges with the attractiveness and user
engagement of inferior products from customers
who limit their efforts in product design and campaign
strategy, which may, in turn, impact the Group’s financial
performance negatively.
Unsuccessful integration of acquisitions
The company believes that the acquisition in 2024
of CasinoMeister, Titan and certain other affiliate
websites will result in certain benefits, including
expanded market coverage and client base as well
as certain cost synergies and operational efficiencies.
In order to realise these anticipated benefits, the
businesses of the company and newly-acquired
businesses must be successfully integrated. The
success of these acquisitions depends on the Group’s
ability to realise these anticipated benefits. The Group
may fail to reap the anticipated benefits if integration
is subpar and will not benefit from the economies of
scale anticipated.
Supply chain dependencies
From a supply chain perspective, the company’s product
offerings rely heavily on search engine optimization
(SEO), making third-party search engines – particularly
Google’s – critical to its operations. Changes to search
engine algorithms can significantly impact the business
by disrupting Gentoo’s search rankings, reducing traffic
to the company’s websites.
Generally, minor algorithm changes do not have any
noticeable impact on the overall search engine result
page, however, core algorithm updates may have a
considerable impact on search results, and therefore,
the visibility and ranking of our websites. Our flagship
site, CasinoTopsOnline was particularly hit in Q1 2024
following the roll-out of Google’s core update in March,
although it has since then been slowly recovering losses
and continues on a positive trajectory.
Through the diversification strategy, we have also focused
on other, smaller assets and although the fourth quarter
was impacted by two Google core updates, no material
impact was reported on Gentoo’s portfolio of websites.
This is because one of the larger sites in our portfolio,
targeting a specific market, saw a notable positive
spike in rankings while two smaller websites in the portfolio
were hit negatively. Combined, the impact was neutral.
For further details about risks from a supply chain
perspective, please see our statutory Sustainability
report www.gentoomedia.com.
IT, Cybersecurity and data protection risk
The company is dependent on the stability and optimal
performance of its systems. Failure can result from bugs,
errors (including fault and negligence-based errors) and
capacity, amongst others. Failure could harm the business
and financial performance. An IT failure which leads to
system downtime will impact operations and have a
direct negative impact on revenue, so systems have
been put in place to detect and prevent adverse
effects before they occur.
The Group processes large volumes of personal
data, predominantly employee, customer and
supplier data, and, to a lesser extent, player data.
It is crucial that the Group adheres to the obligations
stemming from the EU’s General Data Protection
Regulation (EU2016/679) (“GDPR”), by adopting the
data minimisation principle, respecting the rights of
data subjects, and adopting technical and organisational
measures to protect stored personal data.
Internally, the Group follows information security
best practices as outlined in ISO 27001:2013 to
ensure data confidentiality, availability and integrity.
Such measures not only safeguard the privacy of individuals
but also reduce the risk of defaulting under GDPR, which
may subject the Group to hefty administrative fines.
However, despite having such processes in place, our
IT systems are still susceptible to attacks and hacking
attempts, of no certainty of avoiding attacks or other
hostile attempts to systems and servers, which have
been on the rise since the outbreak of the COVID-19
pandemic and escalating tensions in East Europe.
Currency fluctuation risk
The company is exposed to exchange rate fluctuations,
with revenues and operating expenses divided primarily
between EUR, DKK, NOK, SEK, GBP, NZD, AUD and
USD. Exchange rates affecting the Group are mainly
the fluctuations in the SEK rate against EUR on its bond
(denominated in SEK), but also between USD against EUR.
Exchange rate fluctuations affect the Group in
three main areas:
/ Corporate payments in different currencies
give rise to transaction risks
/ Receivables and debt in foreign currencies give rise
to exchange rate differences when accounted in EUR
/ The translation of shareholders’ equity into
EUR carries transaction differences that affect
the consolidated shareholders’ equity.
6.2 | Risk management
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Gentoo Media | Annual Report 2024 | Corporate governance
The Group does not regularly enter into forward contracts
or options to hedge against exposure to transaction
risk, hence, negative fluctuations in exchange rates
could result in a material adverse effect on the Group’s
operations, financial position and earnings.
Dependency on management and key employees
The company’s largest asset, other than its customers,
is its employees. The Group’s success is driven by and
largely depends on its ability to recruit, train and retain
key personnel such as the board of directors, the CEO,
the rest of the management team and certain skilled
specialist employees, particularly operational and
technical personnel. Failure to hire, train and retain
key employees or to integrate new talent to supplement
the existing team could affect the Group’s ability
to successfully implement its business objectives
and thus adversely impact its financial performance.
6.2 | Risk management
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Gentoo Media | Annual Report 2024 | Corporate governance
Composition of the board in 2024
As of 1 January 2024, the company’s board of directors
was composed of seven members, namely Petter
Nylander (as chairman), Nicolas Adlercreutz, Mikael
Riese Harstad, Hezam Yazdi, Karolina Pelc-Steenkamp,
Tomasz Juroszek and Stephen Salmon.
The annual meeting of shareholders held in May 2024
resolved that the board of directors should consist of
five members and resolved to re-elect Mikael Harstad
as director of the board and elect him as the new
chairman, to re-elect Hesam Yazdi as director of the
board, and to elect Cristina Romero de Alba, Mateusz
Juroszek and Nicholas Batram as new directors of
the board.
In September 2024, a special meeting of shareholders
resolved to increase the board of directors from five
to six members and to elect Tomasz Juroszek as new
member of the board of directors.
In April 2024, as part of overall transaction leading to
the eventual segregation of the ‘Media’ business from
the ‘Platform & Sportsbook’ business, the nomination
committee proposed that there be two separate board
of directors to each manage the separate lines of
business, with the aim of optimising the growth
opportunities for each business entity.
Furthermore, the company’s board of directors has
established an audit committee, consisting of Cristina
Romero de Alba (as committee chair) and Nicholas
Batram, and a remuneration committee consisting of
Mikael Harstad (as committee chair) and Hesam Yazdi.
The members of the board of directors of the
company are independent from senior management
and accordingly, may be considered non-executive
directors. That said, it should be noted that Mateusz
Juroszek and Tomas Juroszek, being two of the directors
and also representatives for the Juroszek family, are
also the ultimate shareholders of the company. As of
31 December 2024, Mateusz Juroszek indirectly held
18.0% of shares in the company, and the Juroszek
family combined 26.3%.
Certain other directors also hold minority stakes in the
company. Notwithstanding this, appropriate conflicts
of interest measures are in place to ensure effective
corporate governance in relation to decision-making
and board proceedings. Furthermore, in the opinion
of the board, the composition of the board of directors
responds to the company’s needs for varied competency,
continuity and changes in ownership structure.
None of the directors hold any options or are entitled
to any severance payment upon termination or
expiration of their service on the board.
For details about compensation to board
members and senior management, see note
2.4 in the consolidated financial statements.
At Gentoo Media, we value diversity across all levels
and forms part of our core mindset. We believe that
a diverse workforce brings about varied skill sets
deemed pivotal to strengthening our company in
general, its management, whilst also enhancing
overall performance.
This principle is also applied when assessing
prospective board members, taking into account
varied criteria, including age, gender, educational
and professional background and involvements.
Given the company’s varied geographical presence
and outreach, regard is also given to a prospect’s
geographical provenance and international experience.
We believe that by applying such criteria, elected board
members should share sufficiently diverse views and
expertise, which are deemed essential to ensure
proper understanding of current affairs and longer-
term business risks and opportunities necessary
for effective strategy and decision-making.
The table below presents our current board
members, outlining key appointment dates,
involvements and backgrounds.
6.3
Board of Directors of Gentoo Media
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Gentoo Media | Annual Report 2024 | Corporate governance
Mikael Riese
Harstad
Chairman of the board
Y ear and place of birth
1981, Sweden
First elected as chairman, May 2024
as director, May 2022
Term
2024
Hesam
Yazdi
Director
Y ear and place of birth
1985, Sweden
First elected
May 2022
Term
2024
Mateusz
Juroszek
Director
Y ear and place of birth
1987, Poland
First elected
May 2024
Term
2024
6.3 | Board of Directors of Gentoo Media
Mikael is a partner of Optimizer Invest Ltd and has been a major
shareholder in the company, both through Optimizer Invest and
personally, since 2016. Mikael has a long experience in both online
gambling and mergers and acquisitions and has been acting as
board member and senior advisor for companies like Catena
Media, The Game Day, the Betit Group, Skilling and Speqta.
Committee memberships
Remuneration committee (chair)
Non-executive positions
Board member, Sightic Analytics AB
Board member, Skilling holding Plc, Board Member, Otem AB
Board member, Gaming Innovation Group Software PLC
Educational background
Masters of Laws degree, University of Lund.
Shareholdings as of 31 December 2024: 864,403
Hesam has been a very active shareholder in the company for many
years and for the last 12 months, he has actively been responsible
for the company’s investor relations and also been providing investor
relations advice to the board of directors. Hesam is also running his
own investment company, Mocca Investment Group, which invests
in both listed and unlisted companies.
Committee memberships
Remuneration committee
Non-executive positions
Board Member, Gaming
Innovation Group Software PLC
Educational background
Law courses at Stockholm University
Shareholdings as of 31 December 2024: 955,500
Mateusz has 20 years of involvement in the iGaming sector, primarily as the
CEO of Poland’s largest bookmaker, STS, from 2012 to 2023. He has also
served as an investor in various gambling ventures worldwide. In 2023,
the Juroszek family sold of a majority stake in STS Group, integrating it into
the Entain Group through the Entain CEE vehicle, a joint venture of the
London-listed Entain Group, EMMA Capital, and the Juroszek family.
Furthermore, he has founded Betplay Capital, one of the largest investment
funds in the iGaming sector, managing approximately EUR 750 million.
Committee memberships
N/A
Non-executive positions
Chairman, STS S.A.
Chairman, ATAL S.A.
Educational background
Faculty of Strategic Management at Kozminski University in Warsaw, Poland
Shareholdings as of 31 December 2024: 24,190,151
Professional background
Partner, Optimizer Invest Ltd.
Professional background
Mocca Investment Group
Professional background
CEO, MJ Investments
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Gentoo Media | Annual Report 2024 | Corporate governance
Cristina has a versatile background in finance and law, serving as a
partner at LOYRA. She leads one of the most prominent M&A and
regulatory practices in the gambling and betting industry, with a
particular emphasis on the Americas. Over her 12 years of industry
experience, she has provided counsel to institutional and strategic
investors, operators and suppliers across more than 30 countries
Committee memberships
Audit committee (chair) and
ESG & compliance committee
Non-executive positions
Board member at ICRG (International Center for Responsible Gaming), USA
Board member at OMNIGAME, Denmark
Educational background
Double degree in law and finance from
the Universidad Carlos III in Madrid and
holds additional degrees from UCLA
and IE (Instituto de Empresa)
Nick recently established his consulting business after serving as
Group Director of M&A and Corporate Development at Entain plc,
a leading gaming company and a constituent of the FTSE100. During
his eight-year tenure at Entain, Batram played a pivotal role in the
group’s expansion and geographic diversification, overseeing over
20 transactions totalling approximately $10 billion across various
regions. Before joining Entain, he accrued around 30 years of
experience in the finance industry, specializing in Leisure & Gaming.
His expertise was recognized when he was voted the No.1 Leisure
& Gaming analyst in the Extel Survey as voted for by corporates).
Committee memberships
Audit committee and ESG
& compliance committee
Non-executive positions
Hornby PLC
Educational background
N/A
Tomasz is CIO of Betplay Capital, a family-owned investment company
focused on investing in gambling and closely-related industries with
over 120 million dollars assets under management. Tomasz has over 5
years of experience in the industry, including roles in STS and Betplay
Capital. Tomasz is an investment expert with experience gained in
Firstminute Capital – seed level venture capital based in London,
as well as in Juroszek Holding – managing portfolios of Polish equities.
Committee memberships
N/A
Non-executive positions
Vice-Chairman of the Supervisory Board at Granit, Poland
Educational background
Masters of International Business degree from Base Business School
(formerly Cass)
Shareholdings as of 31 December 2024: 6,433,026
Professional background
Partner, LOYRA
Professional background
Director Fox Burrow
Consulting Ltd
Professional background
CIO, Betplay Capital
6.3 | Board of Directors of Gentoo Media
Cristina
Romero de Alba
Director
Y ear and place of birth
1981, Spain
First elected
May 2024
Term
2024
Nicholas
Batram
Director
Year and place of birth
1968, United Kingdom
First elected
May 2024
Term
2024
Tomasz
Juroszek
Director
Y ear and place of birth
1998, Poland
First elected
May 2023
Term
2024
Independent
Independent
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Gentoo Media | Annual Report 2024 | Corporate governance
The work of the management
The board of directors appoints the management.
The management is in charge of the day-to-day management
of Gentoo Media through the management teams per the
guidelines and instructions given by the board of directors.
Composition of the management group
Following the split Gentoo Media had to establish a new
management group, which comprise of the following:
The Executive Management of Gentoo Media consists of:
/ Jonas Warrer (Chief Executive Officer)
/ Mads Haugegaard Albrechtsen (Chief Financial Officer)
/ Milorad Matejic (Chief Operating Officer)
/ Gioacchino Morsicato (Chief Sales Officer)
/ Vadim Jefimenko (Chief Technology Officer)
/ Morten Hillestad (Chief Strategy Officer)
Non-Executive Management of Gentoo Media
/ Tore Formo (Company Secretary & Head of Corporate Governance)
/ Paul Gatt (General Counsel)
Jonas
Warrer
Chief Executive Office
Y ear and place of birth
1978, Denmark
Term
2019
Mads Haugegaard
Albrechtsen
Chief Financial Officer
Y ear and place of birth
1990, Denmark
Term
2025
6.4
Management in Gentoo Media
With more than 16 years of experience in the iGaming industry,
Jonas Warrer established the media/affiliate firm Rebel Penguin
in 2007. He successfully positioned his company as a leading iGaming
affiliate in the paid marketing space and sold it to GiG (later Gentoo
Media) in 2017. Warrer began his career with GiG Media as the General
Manager of its Copenhagen office and later served as the Interim
Director of Marketing for GiG Gaming.
In 2019, he was promoted to the role of Managing Director of GiG Media,
where he has been driving the business to greater success in the years
since. Since 2023, he has been Group CEO of Gaming Innovation
Group and post-split CEO of Gentoo Media (Formerly GiG Media).
Educational background
Master of Science (MSc) in Management of Innovation
and Business Development, Copenhagen Business School
Mads brings extensive experience from his roles as auditor and adviser
for companies on just as transformational and fast-growing journeys
as Gentoo Media. His talents include financial strategy, transformation
of finance functions, capital structure, M&A, risk management and
external reporting – across multiple industries. Furthermore, Mads
has served in different leadership positions within Deloitte and brings
a deep commercial understanding and mindset, combined with a
solid technical understanding of finance. Before Mads started as
CFO, he was the senior partner and global lead of the Gentoo Media
account at Deloitte, which gave him an in-depth knowledge and
understanding of Gentoo Media.
Educational background
Master of Science (MSc) in Business
Economics and Auditing (CMA), Auditing and Administration
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Gentoo Media | Annual Report 2024 | Corporate governance
Milorad
Matejic
Chief Operating Officer
Y ear and place of birth
1981, Serbia
Term
2019
Gioacchino
Morsicato
Chief Sales Officer
Y ear and place of birth
1979, Italy
Term
2017
Vadim
Jefimenko
Chief Technology Officer
Y ear and place of birth
1983, Estonia
Term
2018
6.4 | Management in Gentoo Media
With over 16 years of deep-rooted experience in the iGaming
industry and a proven track record in search engine optimisation
(SEO), Milorad Matejic has been instrumental in shaping the success
of Rebel Penguin and, later, Gentoo Media since joining in 2016.
As Director of Publishing, he spearheaded the company’s expansion
into new markets and led the strategic diversification of its portfolio.
In 2024, Matejic was appointed Chief Operating Officer, a role in
which he channels his broad industry expertise to optimise operations,
foster innovation, and drive sustainable growth across the organisation.
Widely recognised as an authority in the SEO and affiliate marketing
space, Matejic is a regular speaker at major industry conferences,
where he shares insights on the evolving SEO landscape and its
impact on digital performance in the iGaming sector.
Educational background
Master of Arts (M.A) in Human Rights
Gioacchino Morsicato brings over 20 years of experience in sales and
client relationships across various industries and countries, with the
past decade focused on the iGaming sector. His strong analytical
skills and passion for business have been instrumental in driving market
expansion for Gentoo Media and forging strategic partnerships with key
industry players. Over the last five years, Gioacchino has played a crucial
role, contributing significantly to Gentoo Media’s growth and success,
strengthening its position in the competitive iGaming landscape.
Educational background
Master of Science (MSc) in Economics and Business, University
of Palermo Department of Economics, Business and Statistics
IT professional with over 20 years of experience, including 10+
in the online gaming industry. Vadim’s career began in software
development, evolving to roles in engineering leadership and
technology strategy, where he led teams, managed mid to large-
scale initiatives, and aligned technology with business objectives.
Joined Gentoo Media in 2018, and for the past 4 years as a strategic
tech leader at Gentoo Media, Vadim has set the technological vision,
driven innovation, and ensured solutions that support long-term
goals and transformative growth.
Educational background
Bachelor of Science (BSc) in Computer Science
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Gentoo Media | Annual Report 2024 | Corporate governance
Morten
Hillestad
Chief Strategy Officer
Y ear and place of birth
1983, Norway
Term
2015
Paul
Gatt
General Counsel
Y ear and place of birth
1992, Malta
Term
2022
Tore
Formo
Company Secretary & Head
of Corporate Governance
Y ear and place of birth
1964, Norway
Term
2015
Morten Hillestad has over 15 years of experience in M&A, business
development, and strategy within the technology and iGaming sectors.
He established the foundation that became GiG Media, where he
played a key role in scaling the business. Since joining the company,
he has led all media acquisitions, new business expansion, and
corporate strategy, driving significant growth and market positioning.
Educational background
Master of Science (MSc) in Energy Management, Nord University
& MGIMO University, Royal Norwegian Air Force Academy
Paul graduated as a Doctor of Laws from the University of Malta in
2016 and was subsequently admitted to the Maltese Bar as a warranted
advocate. Before joining Gentoo Media (formerly GiG Media), he gained
valuable experience at a leading Maltese bank and a top-tier Maltese
law firm, where he worked on complex corporate and commercial
matters. He is also an alumnus of the London School of Economics
and the University of Glasgow, where he pursued further studies in
sports, business, and corporate law.
Paul is an executive member of the board of the Malta IT Law
Association and an affiliate member of the esteemed International
Masters of Gaming Law (IMGL).
Educational background
Doctor of Laws from the University of Malta
Tore Formo brings extensive financial expertise to Gentoo Media,
spanning traditional banking, equity market analysis, and start-ups.
He joined the company in 2015, playing a key role in the company’s
listing on the Oslo Stock Exchange and is the primary point of contact
for the company’s listed shares and bonds. As the company Secretary,
he oversees corporate group functions, including corporate
governance and shareholder-related issues.
Educational background
Pursued studies in Business Administration with a specialisation
in finance from BI Norwegian Business School in Oslo, Norway
as well as Universtät Mannheim, Germany.
6.4 | Management in Gentoo Media
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Gentoo Media | Annual Report 2024 | Corporate governance
The share
Gentoo Media has been listed on the Euronext
Oslo Børs (Norway) main market since 2015, with
the ticker symbol “G2MNO”. From March 2019, the
share has been dual listed on the Nasdaq Stockholm
(Sweden) main list, with the ticker symbol “G2M”.
Gentoo Media has Norway as its home member state.
On 30 September 2024, the company effected its
split into two independently listed entities. Gentoo
Media continues as an independent public company
and a pure media business, advancing the business’s
journey as a market-leading affiliate in the
iGaming industry.
The platform business was distributed to the
shareholders and continued as an independent
B2B company named GiG Software PLC, providing
its proprietary platform and sportsbook technology
across the global iGaming sector. The purpose
of the split was to optimise growth opportunities
and ensure each business could benefit from
the strategic and financial flexibility of its distinctive
business models.
In connection with the split of the company, the special
meeting of shareholders held on 23 September 2024,
resolved to change the company’s name from Gaming
Innovation Group Inc. to Gentoo Media Inc.
Shareholder matters
As of 31 December 2024, Gentoo Media had a total
number of issued shares of 134,707,97 4 (par value USD
0.001) outstanding. In addition, 1,119,600 options were
outstanding. The issued shares are divided between
approximately 7,000 shareholders registered in the
Norwegian VPS system and with Euroclear Sweden.
All shares carry one vote. The number of authorised
shares is 150,000,000 as of 31 December 2024.
Adjusted for the distribution of the GiG Software Plc
shares to the shareholders, the opening share price on
2 January 2024 was NOK 25.37. Closing price on 30
December 2024 was NOK 24.75, corresponding to
a market cap of NOK 3,334 million (EUR 281 million).
Highest closing price was NOK 29.84 on 17 April 2024
and lowest closing price was NOK 23.09 on 21 June 2024.
Industry Oslo Børs Electronic
Equipment Manufacturers
Industry Nasdaq Stockholm Technology
ISIN code US36467X2062
6.5
Shareholder information
Jan
0 0
50
Share price
Share price
Volumes
Volumes
1,800,000
45 1,600,000
40 1,400,000
35 1,200,000
30
1,000,000
25
20
200,000
15 200,000
10 200,000
5 200,000
Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
NOK 29.84
Highest Lowest
NOK 23.09
17 April 2024 21 June 2024
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Gentoo Media | Annual Report 2024 | Corporate governance
Board of directors and executive
management’s shareholdings
The following table shows the number of shares,
options and warrants held by the members of the
Board of Directors and Executive Management of
Gentoo, including close associates, or companies
controlled by the board of directors or the
management, as of 31 December 2024.
Name Position Shares Options Total
Mikael Harstad Chairman 864,403 - 864,403
Hesam Yazdi Director 955,500 - 955,500
Mateusz Juroszek Director 24,190,151 - 24,190,151
Tomasz Juroszek Director 6,433,026 - 6,433,026
Cristina
Romero de Alba Director - - -
Nicholas Batram Director - - -
Jonas Warrer Chief Executive
Officer 754,868 60,000 814,868
Tore Formo
Company Secretary
& Head of Corporate
Governance
458,167 60,000 518,167
Milorad Matejic Chief Operating
Officer 5,7 41 54,000 59,7 41
Morten Hillestad Chief Strategy Officer 1,138,938 14,500 1,153,438
Gioacchino
Morsicato
Chief Sales
Officer 29,200 25,000 54,200
Vadim Jefimenko Chief Technology
Officer - 27,000 27,000
Bond programme
In December 2023, the company completed the
issuance of new 3-year EUR 75 million equivalent senior
secured bonds, split into EUR 45 million and SEK 350
million tranches, and with a combined borrowing limit
of EUR 100 million equivalent and floating coupons
of 3 months EURIBOR/STIBOR + 7.25% per annum.
The net proceeds were used to call the 2021-24
EK 550 million bond with ISIN:NO0011017097 in full
including call premium, to partly finance the acquisition
of KaFe Rocks and for general corporate purposes.
In June 2024, the company completed a EUR 15
million subsequent senior secured bond issue under
its existing EUR tranche bond loan, increasing the
EUR tranche to EUR 60 million. The 2023-26 bonds
are registered in the Norway Central Securities
Depository and are listed on Nasdaq Stockholm
nd Frankfurt Stock Exchange Open Market. The
outstanding balance of the bond on 31 December
2024 was EUR 89.1 million (2023: EUR 7 4.6 million).
The bonds are issued by Gentoo Media Plc, and
the guarantors are Gentoo Media Inc. (Parent)
and Innovation Labs Limited, Rebel Penguin ApS,
AskGamblers Limited and KaFe Rocks Limited.
The 2023-26 bonds have ISIN codes NO0013024018
(EUR) and NO0013095687 (SEK).
6.5 | Shareholder information
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Gentoo Media | Annual Report 2024 | Corporate governance
Annual meeting of shareholders May 2024
The annual meeting of shareholders was held on 22 May
2024 in Stockholm, Sweden. 57.10% of the shareholders
were represented at the meeting in person or by proxy.
The annual meeting of shareholders resolved that the
board of directors should consist of five members and
resolved to elect Mikael Riese Harstad as chairman
of the board and to re-elect Hesam Yazdi as director,
and to elect Cristina Romero de Alba, Mateusz Juroszek
and Nicholas Batram as new directors.
The meeting furthermore resolved that the remuneration
for the board of directors was approved as proposed
by the nomination committee, and that the principles
for the appointment of the nomination committee were
approved as proposed by the nomination committee.
At the meeting, REID CPAs LLP was reappointed as the
company’s auditor.
Lastly, the meeting resolved the approval of giving
the board of directors authority to buy back already
issued and outstanding shares in the company and
to dispose of such shares, all on such terms as the
board of directors may deem fit, provided the company’s
total holding of its own shares may not exceed 10% of
the outstanding share capital of the company at any time.
The authority resolved by this resolution shall expire on
the date of the 2024 annual meeting of shareholders.
Special meeting of shareholders September 2024
A special meeting of shareholders was held on 23
September 2024. The meeting resolved to approve
the split of the company, distributing the Platform
& Sportsbook business to the shareholders as an
independent public company, GiG Software PLC.
The Media Business remained with the company, and
was renamed to Gentoo Media Inc. The split took
place on 30 September 2024. The special meeting
of shareholders also elected Tomasz Juroszek as
new member of the board of directors, replacing
Steve Salmon who resigned in June 2024.
Special meeting of shareholders March 2025
A special meeting of shareholders was held on 13 March
2025. The meeting resolved to delist the company’s
shares from Euronext Oslo Børs. The company will
maintain the listing of the shares on Nasdaq Stockholm.
The company has submitted an application to delist
the shares to Euronext Oslo Børs, and, given approval
from Euronext Oslo Børs, a delisting is expected to be
effected by the end of Q2 2025. The company’s share
registry will continue in the Norwegian Central Securities
Depository (Euronext Securities Oslo – ‘VPS’), with
the shares held in Euroclear Sweden mirrored via
a nominee account in the VPS.
Annual meeting of shareholders May 2025
The annual meeting of shareholders will be held
on 27 May 2025 in Stockholm, Sweden. Minutes
from the shareholder meetings and Notice for the
upcoming annual shareholder meeting can be found
on the company’s website: www.gentoomedia.com
Legal disclaimer
Gentoo Media Inc. gives forecasts.
Certain statements in this report are
forward-looking and the actual outcomes
may be materially different. In addition
to the factors discussed, other factors
could have an impact on actual outcomes.
Such factors include developments for
customers, competitors, the impact of
economic and market conditions, national
and international legislation and regulations,
fiscal regulations, the effectiveness
of copyright for computer systems,
technological developments,
6.5 | Shareholder information
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47
Financial statements
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48
Content
Consolidated financial statements Parent company financial statementsNotes
Consolidated statement of comprehensive income
Consolidated balance sheets
Consolidated statement of changes in equity (deficit)
Consolidated statement of cash flows
49
51
52
54
55
56
56
57
60
62
84
85
87
88
90
107
108
109
111
64
65
67
69
70
72
91
92
94
96
98
74
75
77
78
79
81
101
102
102
102
103
103
104
Section 4 | Net working capital
Trade receivables
Cash flow statement specification
Income tax and deferred income tax
Trade payables
Statement of comprehensive income
Balance sheets
Statement of changes in equity
Statement of cash flows
Notes
1 Basis of reporting
2 Employee costs
3 Other operating expenses
4 Other Income and expenses
5 Income tax
6 Goodwill
7 Investments in subsidiaries
8 Share and capital structure
9 Contingent liabilities
10 Financial instruments and risk management
11 Related party transactions
12 Events after reporting period
Section 5 | Capital structure and financial items
Shares and capital structure
Borrowings and interest
Financial assets and liabilities
Financial risks
Section 3 | Operating assets and liabilities
Intangible assets
Impairment test
Leases
Acquisition of businesses
Discontinued operations and disposal
groups held for distribution
Section 6 | Other notes
Related party transactions
Fees to statutory auditors
Contingent liabilities
Events after reporting period
Comparative information
List of group entities
Section 1 | Basis of reporting
General information
Significant changes and events
Basis of preparation
Key accounting estimates and judgements
Changes in accounting policies and disclosures
Section 2 | Results of the year
Segment information
Revenue
Special items
Employee costs
Share-based payment schemes
Financial statements
112
112
113
113
114
115
115
116
116
117
118
118
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Consolidated statement of comprehensive
income for the year ended 31 December
EUR’000 Note 2024 2023
Revenue 2.2 122,773 88,621
Employee costs 2.4 -15,864 -10,603
Amortization and depreciation -17,625 -12,488
Impairment losses - -
Marketing expenses -32,020 -26,777
Other operating expenses -18,231 -11,739
Total operating income/(loss) before special items 39,033 27,014
Special items 2.3 -1,467 -
Operating income 37,566 27,014
Other Income and expenses 5.2 -13,969 -10,887
Profit before income taxes 23,597 16,127
Income tax 4.3 32 -3,244
Profit from continuing operations 23,629 12,883
Loss from discontinued operations 3.5 -78,912 -1,416
Profit/(loss) for the year -55,283 11,467
Other comprehensive income/(loss)
Items that may be reclassified to the income statement:
Exchange differences on translation of foreign operations -195 -175
Exchange difference transferred to loss from discontinued operations 373 -
Other comprehensive income/(loss) for the year 178 -175
Total comprehensive income/(loss) -55,105 11,292
Financial statements
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50
Consolidated statement of comprehensive
income for the year ended 31 December – continued
Financial statements
EUR’000 Note 2024 2023
Profit/(loss) for the year is attributable to
Owners of Gentoo Media Inc. -55,7 41 11,392
Non-controlling interests 458 75
Total profit/(loss) for the year -55,283 11,467
Total comprehensive income is attributable to
Owners of Gentoo Media Inc. -55,563 11,217
Non-controlling interests 458 75
Total comprehensive income/(loss) -55,105 11,292
Basis and diluted earnings per share attributable to Gentoo Media Inc. Owners
Basic earnings per share -0.42 0.10
Diluted earnings per share -0.41 -0.01
Number of shares (1,000) 2024 2023
Issued shares 1 January 127,867 116,348
Issue of new shares, weighted average 4,451 11,519
Average number of outstanding shares 132,318 127,867
Dilutive effect from shared-based payments 1,119 1,915
Average dilutive number of outstanding shares 133,437 129,782
Average number of shares
Earnings per share
The following tables reflect the income and share
data used in the basic and diluted EPS calculations.
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51
Consolidated balance sheets
as of 31 December
EUR’000 Note 2024 2023
Assets
Non-current assets
Goodwill 3.1 44,429 40,793
Other intangible assets 3.1 62,221 62,673
Property, plant and equipment 1,037 953
Rights-of-use assets 3.3 2,902 2,166
Deferred income tax assets 4.3 19,7 46 6
Other non-current assets - 958
Total non-current assets 130,335 107,549
Current assets
Trade receivables 4.1 27,085 18,501
Cash and cash equivalents 11,305 15,487
Total current assets 38,390 33,988
Assets held for distribution to owners - 131,099
Total assets 168,725 272,636
EUR'000 Note 2024 2023
Equity
Share capital 5.1 119 114,137
Share premium 197,584 71,856
Currency translation reserve -2,423 -2,601
Accumulated deficit -206,200 -91,396
Total equity attributable to owners of Gentoo Media Inc. -10,920 91,996
Non-controlling interests 1,240 315
Total equity (deficit) -9,680 92,311
Liabilities
Non-current liabilities
Borrowings 5.2 89,476 7 4,551
Lease liabilities 3.3 2,114 3,406
Deferred consideration 853 27,941
Contingent consideration - 391
Deferred tax liabilities 4.3 2,448 3,990
Other non-current payables - 1,863
Total non-current liabilities 94,891 112,142
Current liabilities
Borrowings 5.2 7,079 1,705
Trade and other payables 4.4 16,227 13,090
Lease liabilities 3.3 1,088 1,420
Deferred consideration 33,255 16,544
Contingent consideration 7 41 378
Current income tax liabilities 25,124 4,324
Total current liabilities 83,514 37,461
Liabilities directly related to assets held for distribution to owners - 30,722
Total liabilities 178,405 180,325
Total equity and liabilities 168,725 272,636
Financial statements
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52
Consolidated statement of changes in equity
(deficit), for the year ended 31 December 2024
EUR’000 Share capital Share premium Currency translation reserve Accumulated deficit Total attributable to owners Non-controlling interest Total equity
2024
Equity (deficit) at 1 January 114,137 71,856 -2,601 -91,396 91,996 315 92,311
Profit for the year - - - -55,7 41 -55,741 458 -55,283
Other comprehensive income: - - - - - - -
Currency translation differences - - -195 - -195 - -195
Recycling of accumulated exchange differences from disposal of Platform division - – 373 - 373 - 373
Total comprehensive income/(loss) for the year - - 178 -55,741 -55,563 458 -55,105
Transactions with owners:
Capital increase 5,293 6,662 - - 11,956 - 11,956
Reduction in share capital’s par value -119,311 119,311 - - - - -
Share based payments - 59 - - 59 - 59
Business combinations - - - - - 663 663
Changes in ownership interest in subsidiaries without loss of control - -304 - - -304 -196 -500
Distributions - - - -59,063 -59,063 - -59,063
Total transaction with owners -114,018 125,728 - -59,063 -47,352 467 -46,885
Equity (deficit) at 31 December 119 197,584 -2,423 -206,200 -10,920 1,240 -9,680
Financial statements
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53
Consolidated statement of changes in equity
(deficit), for the year ended 31 December 2023
EUR’000 Share capital Share premium Currency translation reserve Accumulated deficit Total attributable to owners Non-controlling interest Total equity
2023
Equity (deficit) at 1 January 107,967 61,884 -2,343 -102,788 64,726 240 64,966
Profit for the year - - - 11,392 11,392 75 11,467
Other comprehensive income - - - - - - -
Currency translation - 83 -258 - -175 - -175
Total comprehensive income/(loss) for the year - 83 -258 11,392 11,217 75 11,292
Transactions with owners:
Capital increase 6,012 8,192 - - 14,204 - 14,204
Share based payments 158 163 - - 321 - 321
Share compensations expenses - 1,534 - - 1,534 - 1,534
Total transaction with owners 6,170 9,889 - - 16,059 - 16,059
Equity (deficit) at 31 December 114,137 71,856 -2,601 -91,396 91,996 315 92,311
Financial statements
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54
Consolidated statement of cash flows for the years ended 31 December
EUR’000 Note 2024 2023
Cash flow from operating activities
Operating profit from continuing operations 37,566 27,014
Operating loss from discontinued operations -76,420 1,518
Changes in working capital -12,345 -4,088
Adjustments for non-cash items 84,876 16,370
Taxes paid -402 -166
Net cash flows from operating activities 33,275 40,648
Cash flow from investing activities - -
Purchases of intangible assets -21,693 -20,763
Purchases of property, plant and equipment -949 -1,454
Acquisition of subsidiaries, net of cash acquired -17,167 -36,203
Net cash flows from investing activities -39,809 -58,420
Cash flow from financing activities
Loan repayment -13,963 -3,829
Proceeds from issuance of shares 9,459 10,273
Net proceeds from bond refinancing and other borrowings 22,204 28,018
Repayment of lease liabilities, principal part -2,349 -2,570
Interests paid -10,612 -6,260
Net cash flows from financing activities 4,739 25,632
Net movement in cash and cash equivalents -1,795 7,860
Cash and cash equivalents at beginning of year 23,069 15,209
Cash and cash equivalents of distributed Platform & Sportsbook segment -9,968 -
Cash and cash equivalents at end of year 11,306 23,069
Cash and cash equivalents classified as held for distribution to owners - -7,582
Cash and cash equivalents at end of the
period in the statement of financial position 11,305 15,487
The cash flow statement is presented using
the indirect method and shows the composition
of cash flows divided into operating, investing
and financing activities and the changes in
cash and cash equivalents during the year.
Cash flows from discontinued operations
are included in cash flows from operating,
investing and financing activities together
with cash flows from continuing operations,
but separate specified in note 4.2.
Cash flow from operating activities consists
of earnings before depreciation, amortization
and impairment (EBITDA) adjusted for changes
in provisions and net working capital, other
non-cash operating items and paid and taxes paid.
Cash flow from investing activities comprises
payments made and cash received in connection
with the acquisition and disposal of businesses
and non-current assets.
Cash flow from financing activities comprises
changes in the size or composition of equity
and loans, repayment of interest-bearing debt
including lease liabilities and payments of interests.
Cash and cash equivalents are comprised of cash on
hand, deposits held at call with banks and e-wallets.
Accounting policies
Financial statements
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Basis of reporting
Section 1
56 Note 1.1 / General information
56 Note 1.2 / Significant changes and events
57 Note 1.3 / Basis of preparation
60 Note 1.4 / Key accounting estimates and judgements
62 Note 1.5 / Changes in accounting policies and disclosures
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Company information
Gentoo Media Inc.(Gentoo Media) is a US corporation
incorporated in the state of Delaware and traded on the
Oslo Stock Exchange with the ticker symbol “G2MNO”
and on Nasdaq Stockholm with the ticker symbol “G2M”
(dual listing). The consolidated financial statements of
Gentoo Media for the year ended 31 December 2024
comprise Gentoo Media (the company”) and its subsidiaries
(“the Group”). A list of subsidiaries is provided in note 6.6.
The Group’s principal activities during 2024 were the
provision of online gaming services, primarily casino
and sports, provision of a remote gaming platform
and affiliate marketing operations.
The 2024 annual report was discussed and approved
by the Board of Directors of Gentoo Media on 10 April
2025 and issued for approval at the subsequent annual
meeting of shareholders on 27 May 2025.
The following significant changes and
events have occurred during the year:
/ Three asset deals
Three asset deals during the year, all of which will ensure
further growth in affiliate marketing for the Group.
The brands included in the deals will mostly continue
to operate under their respective brands, but benefit
from the synergies arising from within the Group.
/ Acquisition of Titan Inc. Limited (Titan)
During the year the Group acquired Titan, a top-tier
provider of SEO and content services. This strategic
move was done to bolster the Group’s operational
capabilities and reinforce market leadership.
Titan’s expertise will optimize the quality and
time-to-market of the business, which is expected
to increase revenue within the division.
The acquisition is further depicted in note
3.4 Acquisition of businesses.
/ Spin-off
The spin-off of Platform & Sportsbook was
successfully executed on 30 September 2024,
and the activity in Platform & Sportsbook has been
reported as discontinuing operation in the profit
and loss statement up until 30 September 2024.
The effects of the spin-off are described in note
3.5 Discontinued operations and disposal groups
held for distribution.
/ Financing
During the year the Group activated a TAP on the bond
of 15 million EUR, and entered into a strategic partnership
with Citibank including a revolving credit facility of 25
million EUR of which 7 million was borrowed as of 31
December 2024.
/ Rebranding
Prior to the legal split from Platform & Sportsbook,
the continuing part of the former group, changed
name from Gaming Innovation Group to Gentoo
Media Inc. (Gentoo Media). Gentoo Media continued
its dual-listing on the Oslo Stock Exchange, Norway,
with the ticker symbol G2MNO, and on Nasdaq
Stockholm, Sweden, with the ticker symbol G2M.
Note 1.1 Note 1.2
General information Significant changes and events
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Basis of preparation
This section includes general accounting policies relevant
for the preparation of the Group’s consolidated financial
statements. The Group’s material accounting policies
are described in the relevant notes to the consolidated
financial statements.
The consolidated financial statements are prepared
in accordance with International Financial Reporting
Standards (“IFRS Accounting Standards”) as adopted
by the European Union (“EU”).
The consolidated financial statements have been
prepared on the basis that the Group will continue to
operate as a going concern and under the historical
cost convention any items at fair value. The accounting
policies are unchanged from last year except from
changes included in note 1.5.
The consolidated financial statements are presented
in Euro (EUR), which is also the functional currency of
the parent company. All amounts have been rounded to
nearest EUR thousand (EUR’000), unless otherwise stated.
We are required to file our annual report in the European
Single Electronic Format (‘ESEF’) using the XHTML format
and to tag the consolidated financial statements, including
notes, using the Inline eXtensible Business Reporting
Language (iXBRL). The iXBRL tags comply with the ESEF
taxonomy. Where a financial statement line item is
not defined in the ESEF taxonomy, an extension to
the taxonomy has been created.
Applying materiality
The consolidated financial statements separately present
items or groups of items that are considered material.
In addition, information that is considered material,
either individually or in combination with other information,
is disclosed. Materiality is judged by reference to the size
and nature of the item. The deciding factor is whether
the omission or misstatement could, individually or
collectively, influence the economic decisions made
by the primary users on the basis of the consolidated
financial statements. In particular circumstances, either
the nature or the amount of an item or an aggregate
of items could be the determining factor.
Other material accounting policies
Consolidation
The consolidated financial statements comprise Gentoo
Media and entities controlled by Gentoo Media prepared
in accordance with the Group’s accounting policies.
Consolidation of entities is performed after elimination of
intra-group balances, income and expenses. Unrealised
losses are eliminated in the same way as unrealised
gains, but only to the extent that there is no evidence
of impairment.
Foreign currency translation
Transactions in currencies other than the functional currency
of the respective Group companies are considered
transactions denominated in foreign currencies. Foreign
currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates
of the transactions. Foreign exchange gains and losses
resulting from the settlement of such transactions and from
the translation at year-end exchange rates of monetary
assets and liabilities denominated in foreign currencies
are recognised in profit or loss within other income or
other expenses.
Financial statements of foreign subsidiaries are translated
into EUR at the exchange rates prevailing at the reporting
date for assets and liabilities, and at the average exchange
rate for income statement items. The following exchange
differences arising from translation using the exchange
rate prevailing at thereporting date, are recognised in
other comprehensive income:
/ Translation of foreign subsidiaries’ net
assets at the beginning of the year.
/ Translation of foreign subsidiaries’ income
statements from average exchange rates.
Goodwill and fair value adjustments arising on the
acquisition of a foreign entity are treated as assets
and liabilities of the foreign entity and translated into EUR
at the exchange rates prevailing at the reporting date.
Group companies
Income statements of foreign entities are translated
into the Group’s presentation currency at the average
exchange rates for the year and assets and liabilities
are translated at the exchange rates ruling at year-end.
All resulting translation differences are recognised
in other comprehensive income.
Exchange differences arising from the translation of
the net investment in foreign operations are taken to
other comprehensive income. On disposal or partial
disposal of a foreign entity, translation differences
that were previously recognised in other comprehensive
income are recognised in profit or loss as part of the
gain or loss on sale.
Goodwill and fair value adjustments arising on the
acquisition of a foreign entity are treated as assets
and liabilities of the foreign entity and translated at
the closing rate. Translation differences are
recognised in other comprehensive income.
Going concern
As at 31 December 2024, the Group’s current liabilities
exceeded its current assets by EUR 46,176 thousands.
2024 was a transformative period for the Group and after
Note 1.3
Basis of preparation
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successfully completing the strategic split announced
by the Board, the Group is well positioned as a stand-
alone business to capitalize on growth opportunities
and enhance its market presence. In May 2024, the
Group completed the acquisition of Titan which in
line with the Group’s strategy was acquired with
the objective to create long-term sustainable
growth and from which the Group expects to obtain
significant cost synergies. The full revenue and cost
savings impacts are therefore expected for 2025.
The Group is well-positioned for mowing into a
growth phase to reach its aspirations for the future.
Further, during 2024 the Group also achieved material
revenue growth of 39%, both organically and due to
prior year acquisitions. The Group has therefore proven
its ability to integrate acquired businesses enhancing
the growth potential of the Group.
The Group’s net cash generated from operating activities,
excluding the discontinued platform business, declined
to EUR 33.3 million due to negative net working capital
in 2024 compared with EUR 40.6 million in 2023.
The Group expects strong cash generation for 2025 in
line with the Group’s business plans and track record over
the years and expects a total outflow of EUR 35 million in
payments related to acquisitions made in previous years,
of which approximately EUR 23 million relates to Q1 2025.
Further, in December 2024, the Group negotiated a
EUR 25 million revolving credit facility with Citibank
to ensure short term liquidity and long-term strategic
partnership on financing.
At year end EUR 7 million was borrowed on the revolving
credit facility and subsequent to 31 December 2024,
EUR 16 million was drawn down to pay off current liabilities.
Group management assesses that, based on the current
business performance and the credit facilities available,
the Group has sufficient capital resources to continue
its operations and to realise its strategic ambitions for
the future.
As a result of the above, the board of directors consider
the going concern assumption in the preparation
of the Group’s and company’s financial statements
to be appropriate as at the date of authorization of
issuance of the 2024 annual report and consolidated
financial statements.
Significant risks and uncertainties
General
Regulatory and compliance risk is by and large one of the
biggest external risks faced by the Group as the business
provides services to regulated entities and operates in an
increasingly regulated industry. Over the course of 2024,
such risk applied to both continued and discontinued
operations. While the risk from the Platform business
lasted just prior to the split (i.e. end of September 2024),
this business segment subjected the Group to an even
higher level of regulatory and compliance risk due to its
exposure to player funds, technical obligations and a
higher level of regulatory reporting, stemming directly
from B2C license requirements held by the business
itself, but also indirectly, due to B2B requirements
imposed on the gambling operators it serviced.
Legislation concerning online gaming is under review
in certain jurisdictions, and in some circumstances,
previous opportunities to offer gaming products to
certain customers based in some markets on principles
of freedom to provide services may be impacted by new
legal restrictions being imposed. In other cases, previously
unregulated jurisdictions pass legislation regulating the
market and while this creates new opportunities to offer
products and services to those markets with legal certainty,
such development also increase costs by fragmenting
the international gambling market into national markets
with a multitude of different requirements in terms of
products, advertising and regulatory compliance.
Although gaming laws and regulations of many
jurisdictions do not specifically apply to the provision
of affiliate marketing services, certain countries have
also sought to regulate such services. The Group may
therefore be subject to such laws, directly or indirectly.
This evolving environment and the Group’s continuing
international expansion brings further complexity to its
multi-jurisdictional regulatory position and its task to fulfil
regulatory requirements, predominantly, advertising and
responsible gaming regulation. The risk of non-regulatory
compliance, the failure to obtain additional licenses if
and where required (and the loss thereof), and/or failure
of satisfying any conditions/terms under any existing
licenses create an uncertain business environment and
may hinder the Group’s ability to develop and grow
the business, as changes in legislation or enforcement
practices could force the Group to exit markets, poten-
tially resulting in direct financial penalties, sanctions or
litigation, ultimately having a material adverse effect on the
Group’s business, financial position, profits and prospects.
The Group mitigates this risk through the monitoring of
legal developments and implementation of relevant
developments on the Group’s own assets, and by seeking
external advice to assist with the assessment of risk
exposures as appropriate. The Group also prioritises
continuous education and updates for all staff regarding
new and applicable regulatory developments, ensuring
thorough awareness and alignment with any changes
implemented. This proactive approach underscores
our commitment to operating with integrity and
regulatory adherence in every aspect of our business.
Note 1.3 | Basis of preparation
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The Group faces competition from a number of existing
competitors, as well as potential new competitors, which
could result in loss of market share and diminished profits
for its operations. In this respect, there is an increased risk
of competition when entering newly regulated markets
due to competition faced from incumbent affiliates.
The competitive nature of the industry is further character-
ised by the adoption of technological advances, demanding
customer requirements and frequent innovative product
offerings. Excluding negative external factors beyond its
control, the Group’s future success is heavily reliant on
its ability to enhance its current product portfolio through
new product offerings and continuous improvement,
create attractive advertising campaigns, maintain relations
with existing and new partners and suppliers, and having
the resources to sustain such development and growth.
Failure to quickly respond and adapt to market demands
and competition risk could adversely affect the Group’s
financial performance.
In addition to the above, the Group faces other risks
that may have a material impact on its financial standing.
These include, customers that default and are unable
to pay for the services rendered when these fall due,
operational risks arising from Google’s core updates
to its search algorithm which could temporarily negatively
impact rankings (hence also impacting revenues) and
currency fluctuations which could have a material impact
on cash flow, notwithstanding the risks stemming from
internal factors, including, reorganisation risk faced
following the spin-off in 2024, the dependency on
key management employees and partners, difficulty in
finding resources, cyber security and acquisition risks.
Financial risk management
Information on the Group’s financial risk management
is disclosed in note 5.5.
Pledged securities
The bonds are secured by guarantees provided by group
operating subsidiaries guaranteeing the discharge of the
group’s obligations.
Results and dividends
The consolidated statement of comprehensive income
is set out on page 49. The board of directors did not
declare a dividend during the current and preceding
financial years.
Extraordinary events
The Group does not have business in the impacted
conflict regions of Ukraine and Russia, and Israel and
Gaza, and while difficult to predict the wider impact
on consumer spending, no material impact has been
experienced so far in the Group’s operations.
Historically, the online gambling industry has proved
robust and normally has not been materially affected
by uncertain periods for the global economy.
Note 1.3 | Basis of preparation
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The preparation of the Group’s consolidated financial
statements in conformity with IFRS Accounting Standards
requires management to make judgements, estimates
and assumptions that affect the application of policies
and reported amounts of assets, liabilities, income,
expenses, the accompanying disclosures, including
contingent liabilities. Uncertainty about these assump-
tions and estimates could result in outcomes that require
a material adjustment to the carrying amount of assets
or liabilities in future periods. Estimates and the underlying
assumptions are reviewed on an ongoing basis.
This note includes the areas that involve a higher degree
of judgement or complexity and where changes in
assumptions and estimates will likely have a significant
impact on the consolidated financial statements.
These areas are categorised as key accounting estimates
and judgements. The significance of the impact on the
consolidated financial statements of those estimates
and judgements is categorised into three levels: low,
medium and high, where only the two last levels result in
classification as key accounting estimates/judgements.
Key accounting estimates
The determination of the carrying amount of some assets
and liabilities requires the estimation of the effect of
uncertain future events on those assets and liabilities
and actual results may differ from the estimates made.
Making estimates involves developing expectations of
the future based on assumptions, which we to the extent
possible have supported by historical trends or reasonable
expectations. We believe that our estimates are the most
likely outcome of future events.
Key accounting judgments
Key accounting judgements are made when applying
accounting policies. Key accounting judgements
are the judgements made that can have a significant
impact on the amounts recognised in the consolidated
financial statements. The areas that are categorised
as key accounting estimates and judgements are
unchanged compared to last year.
The description of the key accounting estimates
and judgements are included in the individual
notes as shown below.
Impairment test of goodwill
The Group tests whether goodwill and other intangible
assets with indefinite lives have suffered any impairment
on an annual basis. The assumptions used in the value-
in-use calculations are inherently uncertain. As at 31
December 2024, the Group operated two CGU’s
comprising Publishing and Paid marketing. During
the year of 31 December 2023 and for the nine months
ended September 2024, the Platform & Sportsbook
arm of the business (which previously comprised two
separate CGUs) has been classified as discontinued
operations and met the condition of a disposal group
held for distribution as described further in note 3.5.
The board of directors consider that the impairment
assessment for Publishing & Paid segments is less
sensitive to changes in key assumptions due to the
level of headroom between the reported intangible
assets and the respective value-in-use. Further detail
as to such impairment testing is included in note 3.2.
Determination of development vs. maintenance
The Group determining whether work being performed
on intangible assets constitutes development or
maintenance of assets, involves judgement.
The judgement is made by the managers and product
owners and the key for determining if something is
development is if it helps create new revenue, whereas
maintenance only maintains current revenue streams.
Maintenance is to ensure the current state of already
developed features, which has been capitalized
during development.
Acquisition accounting
Determination of business vs. asset acquisition
The Group determining whether a transaction
constitutes a business acquisition or merely an
acquisition of assets involves judgement. A business
acquisition typically involves the purchase of a set
of activities and assets capable of conducting
an independent operation, often resulting in the
recognition of goodwill. On the other hand, an asset
acquisition involves the purchase of specific assets
and liabilities without acquiring a full operating business.
The distinction between the two requires careful
evaluation of factors such as the nature of the acquired
assets, whether they include employees, processes,
or contractual rights, and the extent of their integration
into the acquirer’s operations. Such determinations
have significant implications for financial statements,
affecting the allocation of purchase price and subsequent
accounting treatments. In the year to 31 December 2024,
the Group determined that the Titan acquisitions met
the definition of a business combination under IFRS 3
- refer to Note 6 for further information.
Note 1.4
Key accounting estimates and judgements
Key accounting estimate
and judgement
Nature of
accounting
impact
Note reference
Impairment test
of goodwill Medium
3.2 -
Impairment
test
Determination of
development vs
maintenance
Medium
3.1 -
Intangible
assets
Acquisition
accounting Medium
3.4 -
Acquisition
of businesses
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Note 1.4 | Key accounting estimates and judgements
Valuation of intangible assets in business combinations
The Group exercises judgement and applies estimation
techniques in determining the fair value of acquired
intangibles on business combinations. From a
Publishing perspective, transactions meeting the
definition of a business combination such as the
Titan transactions in 2024 normally result in the
identification of separately identifiable intangible
assets such as domains and affiliate contracts.
Value is attributed to such intangible assets using
valuation techniques such as the discounted free
cash flow model. Inputs into such calculations are
based on the Group’s industry experience and
through the use of specialists on an as needed basis.
The fair value of customer relationships is determined
using the Multi-Period Excess Earnings method
(MEEM-method). The valuation does therefore reflect
the present value of the net cash flow from sales to
existing customers which takes into consideration
expected retention profiles, EBIT-margins and cash
flows attributable to contributory assets. The fair
value of other intangible assets such as domains
and brands is determined using the income-based
relief-from-royalty method reflecting the saved royalty
payments from owning the asset compared to leasing it.
Valuation of contingent consideration
arising on business combinations
In arriving at the fair value of contingent consideration,
Management applies their best estimates of future
business projections and compares such estimates
to the contingent consideration targets as provided
for in the relevant sales and purchase agreements.
Such fair value is re-assessed at each reporting date.
The Titan acquisition (further detail included in Note 6)
gave rise to a contingent consideration which has
been recognised at fair value as at 31 December 2024.
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Changes in accounting policies and disclosures
In 2024, the Group adopted new IFRS Accounting
Standards, amendments and interpretations to existing
standards that are mandatory for financial reporting
periods beginning on 1 January 2024 as adopted by
the EU. This includes among other:
/ Amendments to IAS 1 Presentation of Financial
Statements: Classification of non-current liabilities
with covenants
/ Amendments to IFRS 16 Leases: Lease liability
in a sale and leaseback
/ Amendments to IAS 7 Statement of Cash Flows
and IFRS 7 Financial Instruments: Disclosures:
Supplier Finance Arrangements
As a result of adopting the amendments to IAS 1, the
Group changed its accounting policies for the
classification of borrowings. Borrowings are accordingly
classified as current liabilities unless, at the end of the
reporting period, the Group has a right to defer settlement
of the liability for at least 12 months after the reporting
period. Covenants that the Group is required to comply
with, on or before the end of the reporting period,
are considered in classifying loan arrangements with
covenants as current or non-current. Covenants that
the Group is required to comply with after the reporting
period do not affect the classification. This new policy did
not result in a change in the classification of the Group’s
borrowings but has affected the disclosures provided.
None of the new or amended standards or interpretations
have had a significant impact on the Group’s consolidated
financial statements for the current year in respect of
recognition and measurement and are not expected
to have a material impact on future periods or on
foreseeable future transactions.
Voluntary changes in accounting policies
Application of the practical expedient
to certain short-term leases
The Group has changed their accounting policy for
the recognition of short-term leases with effect from
this financial period; prior to this change, they had applied
the short-term practical expedient to leases of all classes
of underlying assets. The Group is no longer applying
the practical expedient (which is available on a class-by-
class basis) to leases of office premises, but they continue
to apply it to leases of other classes of underlying assets.
This change in accounting policy was adopted in order
to have one consistent model for the classification and
presentation of the Group’s rights and obligations arising
from all its leases of office premises. The Group did
not have any short-term lease arrangements for office
premises prior to the fourth quarter of 2024, and
consequently the financial information for prior reported
periods is not restated. Right-of-use assets and lease
liabilities amounting to EUR 393,737 were initially
recognised in 2024 as a result of the change in accounting
policy, with amortisation charges and interest cost of EUR
130,761 and EUR 5,421 respectively being recognised in
profit or loss. Had the Group not changed their accounting
policy, short-term lease arrangements for office premises
would not have been recognised in the statement of
financial position, and lease rental costs of EUR 0.15m
would have been recognised in profit or loss in place
of the amortisation and interest charges.
Amortisation of transaction costs incurred
upon originating debt
The Group have also changed their accounting policy
for the amortisation of transaction costs incurred upon
originating floating-rate debt instruments. IFRS 9 is
silent on how such transaction costs should be amortised
for floating rate instruments; prior to the change in
accounting policy, the Group amortised such transaction
costs by reference to the interest rate applicable at
inception. Following the change in accounting policy,
the Group are now amortising transaction costs on
floating-rate instruments on a straight-line basis, as this
approach is more closely aligned with the reports used
by the Group’s management in assessing performance.
The Group’s borrowings as at 1 January 2023 had a
remaining maturity at that date of 18 months. Management
determined that the adoption of the new policy has
had an immaterial effect on the net carrying amount of
the liabilities as at that date, as well as on the amounts
amortised in the income statement for the year ended
31 December 2023. Consequently, no changes have
been made to the Group’s financial statements for
the year ended 31 December 2023.
New regulations
Generally, all new and amended IFRS Accounting
Standards and interpretations are expected to be
implemented by the Group when they become mandatory
and have been endorsed by the EU. Certain new accounting
standards and interpretations have been published that
are not mandatory for 31 December 2024 reporting
periods. With the possible exception of an amendment
to IFRS 9, these amended and new standards are not
expected to have a material impact on the Group’s
recognition and measurement of items within these
consolidated financial statements in the current or future
reporting periods and on foreseeable future transactions.
The Group is also assessing the possible impact that
certain amendments to IFRS 9 and IFRS 7, as well the
publication of IFRS 18, might have on classification,
presentation and disclosures within the Group’s
consolidated financial statements.
Note 1.5
Changes in accounting policies and disclosures
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IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 will replace IAS 1 Presentation of financial
statements, introducing new requirements with the
purpose of achieving comparability of the financial
performance of similar entities and providing more
relevant information and transparency to users.
IFRS 18 carries forward many of the requirements
in IAS 1, and it will not impact the recognition or
measurement of items in the financial statements,
but could have a pervasive impact on the presentation
of the primary financial statements and on the
disclosures provided. Amongst others:
a) The Group will be required to present specified
categories and defined subtotals in its statement
of income, including operating profit or loss, and
profit or loss before financing and income taxes.
b) The Group will also be required to provide a single
note in the financial statements that provides
disclosures on management-defined performance
measures used in the annual report (such as EBITDA
and EBIT), and that reconciles those measures to
the most directly comparable subtotal listed in IFRS 18.
c) IFRS 18 also provides additional guidance on
aggregation of items within financial statements
by establishing characteristics to consider when
assessing whether or not items should be aggregated.
IFRS 18 will be effective from reporting periods
beginning on or after 1 January 2027. The Group is
assessing the above requirements in more detail in
order to determine the impact that they will have
on the consolidated financial statements.
Amendments to Classification and Measurement
of Financial Instruments under IFRS 9 and IFRS 7
Certain amendments to IFRS 9 and IFRS 7 address
the classification and measurement of financial
instruments. Amongst those new requirements,
management is assessing the potential impact that
the below amendments may have on the Group:
a) Entities that settle a financial liability (or a part of it)
in cash using an electronic payment system will be
permitted to derecognise the liability (or a part of it)
before the settlement date provided that specified
criteria are met. Those criteria include that the entity
neither has the practical ability to access the cash
or to withdraw, stop or cancel the payment
instruction, nor has any significant settlement risk.
b) The amendments introduce new disclosures in
relation to contractual terms that could change the
timing or amount of contractual cash flows on the
occurrence (or non-occurrence) of a contingent
event that does not relate directly to changes in
a basic lending risk.
These amendments to IFRS 9 and IFRS 7 will be
effective from reporting periods beginning on
or after 1 January 2026. The Group is in the process
of assessing the possible implications arising from
the above amendments. Other amended and new
requirements arising from IFRS 9 and IFRS 7 are not
expected to have a significant impact on the Group.
Note 1.5 | Changes in accounting policies and disclosures
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64
Gentoo Media | Annual Report 2024
Results of the year
Section 2
65 Note 2.1 / Segment information
67 Note 2.2 / Revenue
69 Note 2.3 / Special items
70 Note 2.4 / Employee costs
72 Note 2.5 / Share-based payment schemes
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The Group operates two segments
/ Publishing
/ Paid
The segment information provided relates to
continuing operations.
The Group’s internal reporting to its management team
focuses on Publishing and Paid separately. The primary
measure used by the CEO and the board of directors
to assess the performance of the operating segments
by measuring the operating profit before depreciation
and amortisation (EBITDA). Segment revenue and costs
comprise items that are directly attributable to the
individual segments. Decisions on financing (finance
income or finance costs) and tax planning (income tax)
are managed at Group level and are therefore not managed
and allocated to segments. The income statement
segment information is being disclosed accordingly.
Our publishing business generates revenue by creating
content monetized through ads, subscriptions,
or sponsorships. It attracts audiences organically
via Search Engine Optimization (SEO), social media,
and direct traffic, earning from programmatic ads,
direct brand deals, or paywalls. Success depends
on content quality, audience engagement, and advertiser
demand. Challenges include ad-blockers, declining
ad revenues, and algorithm shifts. Unlike paid
marketing, publishing focuses on building and
monetizing an engaged audience over time
rather than actively spending on traffic acquisition.
Our paid marketing business generates revenue
by promoting products or services through digital
advertising channels like Google Ads and social
media. It operates on performance-based models such
as Cost-Per-Click (CPC), Cost-Per-Impression (CPM),
or Cost-Per-Acquisition (CPA). Businesses in this sector
earn through commissions, ad spend markups, or listing
fees. Success depends on audience targeting, bidding
strategies, and ad creatives, with platforms like Google
and Meta leading the space. Revenue is influenced
by seasonality, budgets, and algorithm changes.
Unlike publishing, paid marketing actively spends to
acquire traffic, facing challenges like rising customer
acquisition costs and privacy regulations.
In 2024, the Group operated an integrated business
model and did not allocate either assets or liabilities
of its operating segments in its internal reporting.
Platform division presented as discontinued operations
On 30 September 2024, the restructuring process of
dividing Gentoo Media’s media and platform division
into two independently listed companies was finalised.
The platform division is presented as discontinued
operations and has been excluded from the segment
overview below. The platform division has in previous
years been presented as a separate operating segment.
Further information about the platform division
as discontinued operations is provided in note 3.5.
Comparative figures have been restated accordingly
to reflect the current structure of the internal
reporting provided to the management team.
Note 2.1
Segment information
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Note 2.1 | Segment information
Business segments – key figures
The performance for Publishing and Paid
segments is presented in the table below:
Publishing Paid Group
EUR’000 2024 2023 2024 2023 2024 2023
Revenue share agreements 52,662 37,460 19,67 4 18,270 72,336 55,730
Cost per acquisition (CPA) 9,581 5,157 4,055 3,181 13,636 8,338
Listing fees/Other revenue 32,158 21,210 4,643 3,343 36,801 24,553
Total revenue 94,401 63,827 28,372 24,794 122,773 88,621
Cost -42,510 -29,331 -23,605 -19,788 -66,115 -49,119
Operating profit before depreciation,
amortisation and special items 51,891 34,496 4,767 5,006 56,658 39,502
EBITDA margin before special items 55% 54% 17% 20% 46% 45%
Special items, net -1,467 - - - -1,467 -
Operating profit before
depreciation and amortisation 50,424 34,496 4,767 5,006 55,191 39,502
EBITDA margin 53% 54% 17% 20% 45% 45%
The Group determines and presents operating
segments based on the information that
internally is provided to the Group’s management
team, which is the Group’s chief operating
decision-maker in accordance with the
requirements of IFRS 8 ‘Operating segments’.
An operating segment is a component of the
Group that engages in business activities from
which it may earn revenues and incur expenses
including revenues and expenses that relate
to transactions with any of the Group’s other
components, and for which discrete financial
information is available. An operating segment’s
operating results are reviewed regularly by the
Group’s management team to make decisions
about resources to be allocated to the segment
and to assess its performance executing the
function of the chief operating decision-maker.
The accounting policies of the reportable
segments are the same as applied by the
Group as described throughout this note.
The total revenue and non-current assets (excluding
financial instruments and deferred tax assets)
broken down by domicile location as specified in
IFRS 8 is not disclosed for the following reasons.
Due to the nature of the business, the Group’s
chief operating decision maker (the CEO and
the Board of directors) does not assess the
business as split by domicile locations.
Most generated revenue is generated outside
the domicile countries of the Group, and the
generated revenue is based on assets held
in a multitude of countries.
The value of specific assets on specific domicile
locations can only be determined by making several
judgements, and as such any value of the asset
would be subject to high risk of judgement errors.
This would not create additional value for the reader
compared to what is already disclosed in this note.
Accounting policies
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Accounting policies
Revenue comprises the fair value of the consideration
received or receivable for the supply of services
in the ordinary course of the Group’s activities.
The Group recognises revenue, including other
operating revenue, when the amount of revenue
can be reliably measured, it is probable that future
economic benefits will flow to the entity and when
specific criteria have been met as described below.
(a) Paid & Publishing
The Group enters into arrangements that include
one or more types of arrangements; the Group
classifies these arrangements as revenue share
deals, cost acquisition deals and listing deals.
For a revenue share deal, the Group receives a
share of the revenues that the gaming operator
has generated as a result of a player playing on their
iGaming site. Revenue is recognised in the month
that it is earned by the respective gaming operator.
For a cost acquisition deal, a client pays a one-time
fee for each player who deposits money on the
client’s site. Cost per acquisition contracts consist
of a pre-agreed rate with the client. Revenue
from such contracts is recognised in the
month in which the deposits are made.
For a listing deal, a client pays a fixed fee to be listed
and critically reviewed on the Group’s websites.
Such revenue is apportioned on an accrual basis
over the term of the contract on a linear basis.
Management considers the Group’s contracts
to represent a series of distinct performance
obligations to stand ready to redirect players on
a constant basis. Such contracts give rise to variable
consideration from an IFRS 15 point of view since
the revenues are not fixed at the outset. In view
of the nature of the service provided as a monthly
stand-ready obligation the Group recognises the
income in the month in which it has a contractual
right to bill the iGaming operators.
(b) Gaming (discontinued operations only)
Revenue from gaming transactions that are deemed
to be financial instruments, where the Group takes
open positions against players, is recognised as
a net fair value gain or loss after the deduction of
players’ winnings, bonuses and gaming taxes.
Note 2.2
Revenue
EUR’000 2024 2023
Revenue category
Recurring revenue (revenue share agreements, subscription, CPM) 72,336 55,730
CPA 13,636 8,338
Listing fees/Other 36,801 24,553
Total revenue 122,773 88,621
% split
Recurring revenue (revenue share agreements, subscription, CPM) 58.9% 62.9%
CPA 11.1% 9.4%
Listing fees/Other 30.0% 27.7%
Total 100% 100%
Revenue split by category
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Accounting policies
Note 2.2 | Revenue
The revenue recognised in this manner relates
to casinos. These are treated according to
IFRS 9 and thus not in scope of IFRS 15.
Revenue from transactions where the Group is
taking positions against players, such as sports
betting and online casino, is recognised when
the outcome of an event is known.
In contracting with one particular white label
operator, the Group has the primary responsibility
for fulfilling the promise to provide specific services
making the Group the principal. On this basis,
the revenues are recognised gross of payments
made to service providers in line with this
accounting policy.
(c) Platform and sports betting services
(discontinued operations only)
In contracting with own licensed operators,
the Group generates revenue by entering into
a revenue share deal or a fixed deal where
such revenue is apportioned on an accrual
basis over the whole term of the contract.
The consideration for such services is generally
split between an initial setup to configure the
software as per the customer’s requirements
and on-going charge invoiced monthly.
The uncertainty on the amount of revenue to
be received is resolved at each calendar month-
end since the contracts are such that the amounts
reset to zero on a monthly basis. Management
has determined that it is appropriate for the
Group to recognise the monthly amounts
invoiced as revenue in the Income Statement
as this best represents the Group’s enforceable
rights tincome, as well as the value of services
receivedby the Group’s customers.
In accordance with IFRS 15, the set-up is not seen
as a distinct performance obligation as the
customer cannot benefit from the set-up itself but
from the agreement as a whole. Accordingly, the
set-up fee is simply seen as being part of the
consideration receivable for the software as a
service (SaaS) agreement and should therefore
be deferred over the period of the agreement.
Management performed a detailed analysis
of such impact and concluded that this has an
immaterial effect for the Group. Management
will continue to monitor this matter due to the
increase in customers in this segment.
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Key accounting judgements
The use of special items entails management judgement
in the separation from ordinary items. Management
carefully considers individual items and projects
(including restructurings) in order to ensure the correct
distinction and split between operating activities and
significant income and expenses of a special nature.
Management initially assesses the entire restructuring
project and recognises all present costs of the project.
The projects are assessed on an ongoing basis, with
additional costs possibly being incurred during the
lifetime of the project. The estimate includes expenses
related to termination of employees, onerous contracts,
break fees and other obligations arising in connection
with restructurings. Management reassesses the useful
life and residual value of non-current assets used in
an entity undergoing restructuring.
Impact of special items on operating profit
If special items had been recognised in operating
profit before special items, they would have
been included in the following line items:
There were no special items in 2023
Note 2.3
Special items
EUR’000 2024 2023
Special items, expenses -
Spinoff cost 542 -
Personnel expenses 141 -
Other operating expenses 784 -
Expenses 1,467 -
Special items, net 1,467 -
EUR’000 2024 2023
Other operating expenses 1,467 -
Spinoff cost 1,467 -
Special items consist of recurring and non-
recurring items that management does not
consider to be part of the Group’s ordinary
operating activities, i.e. acquisition costs,
adjustment of earn-out payments related
to acquisitions and restructuring costs.
Special items are shown separately
from the Group’s ordinary operations
to facilitate a better understanding of
the Group’s financial performance.
Accounting policies
Special items comprise of the following:
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Note 2.4
Employee costs
Employee costs consist of direct wages and salaries,
remuneration, pension costs, share-based payments,
training etc. related to the continuing activities.
Remuneration to key management
The Group’s key management comprises members
of the board of directors and the Group management
team. The composition of the key management is
provided on pages 38-42.
The fees paid to the board of directors meeting
are approved by the annual shareholder meeting.
It is the Group’s policy that the remuneration of the
executive management is based on a salary which
reflects the tasks and responsibility of their employment
and the value added to the Group. This remuneration
is established on an individual basis. The fixed
salary is based on the following factors:
/ Experience and competence of the executive person
/ Responsibility
/ Competition from the market
In addition, the Group has granted stock options
to part of its executive management and other key
employees in recognition of services rendered (cf.
note 2.5). Fees below were expenses of the periods
covered by these financial statements.
EUR’000 2024 2023
Wages and salaries 19,027 13,405
Defined contribution plans 2,678 1,502
Share based payment expense -204 70
Total employee costs
before capitalisation 21,501 14,977
Employee costs capitalised as
part of software development -5,637 -4,37 4
Total employee costs recognised
in the income statement 15,864 10,603
Average number of
full-time employees 335 207
Employee costs include wages and salaries,
cash bonuses, share-based payments, pen-
sion costs, benefits and social security costs.
In general, employee costs are expensed when
the services are rendered by the employees.
When long-term incentive programs are
provided, the costs are accrued over the
period that makes the employees entitled
to the payment. Termination benefits are
expensed when an agreement has been
reached between the Group and the
employee and no future service is rendered
by the employee in exchange for the
termination payment.
The Group’s pension plans consist
of defined contribution plans.
The accounting policy for share-based
payments can be found in note 2.5.
Accounting policies
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