FULLTEXT DEL 1 AV 2
Årsredovisning 2024
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Company Registration Number: C 44319
Gentoo Media p.l.c. (formerly known as Gaming Innovation Group p.l.c.)
Annual Report and Consolidated
Financial Statements
31 December 2024
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Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
1
Pages
Directors’ report 2 - 13
Sustainability report 14 - 54
Statements of financial position 55 - 57
Income statements 58
Statements of comprehensive income 59
Statements of changes in equity 60 - 65
Statements of cash flows 66 - 67
Notes to the financial statements 68 - 128
Independent auditor’s report 129 - 140
Readers are reminded that the official statutory Annual Report and Consolidated Financial Statements 2024,
authorised for issue by the Board of Directors, is in European Single Electronic Format (ESEF) and is
published on the Swedish Securities Market. A copy of the Independent auditor’s report issued on the official
statutory Annual Report and Consolidated Financial Statements 2024, is included within this printed
document and comprises the auditor’s report on compliance with the requirements of the Europe an Single
Electronic Format Regulatory Technical Standard (the ESEF RTS), by reference to Chapter 16 Section 4a of
the Swedish Securities Market Act.
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Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
2
Directors’ report
The directors present their annual report (including the ‘Sustainability report’) and the audited consolidated
financial statements of Gentoo Media p.l.c. (the ‘Group’, ‘Company’, ‘Gentoo’ or ‘Gentoo Media’) for the year
ended 31 December 2024.
During an extraordinary general meeting held on 23 September 2024, a decision was taken to change the
name of the company from Gaming Innovation Group p.l.c. to Gentoo Media p.l.c. (the ‘Group’, ‘Company’,
‘Gentoo’ or ‘Gentoo Media’). Reference to Group, Company or Gentoo going forward throughout the directors'
report and Sustainability report refers to Gentoo Media p.l.c. (formerly known as Gaming Innovation Group
p.l.c.).
Principal activities
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.
Strategic review
The Board of the Company’s Parent initiated a strategic review in February 2023 with the intention of splitting
the previous Group into two separate Groups, forming two industry -leading businesses with the potential to
grow faster than in the current corpo rate structure. 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.
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. The extraordinar y general meeting also approved the name change from
Gaming Innovation Group p.l.c. to Gentoo Media p.l.c.
During 2024, the assets and liabilities included within specific subsidiaries of the platform business were
transferred to an intermediary holding company within Gentoo Media. This company was subsequently
distributed to the Company’s immediate parent company, subsequently distributed to the Company’s ultimate
parent company and ultimately was distributed to the shareholders. The platform business continued as an
independent B2B company named GiG Software PLC, providing its proprietary platform and sportsbo ok
technology across the global iGaming sector. In the third quarter of 2024, the listing of GiG Software PLC on
the Nasdaq First North Premier Growth Market in Stockholm was completed.
The distribution of the platform business to the shareholders was in the form of Norwegian or Swedish
depository receipts, depending on if shares in Gentoo Media were held in Norway or Sweden.
Due to the above events, as a result of the strategic review and the distribution of Platform & Sportsbook to
the Parent’s shareholders, Platform & Sportsbook is reported as discontinued operations under IFRS 5 in the
financial statements. See Note 7, Discontinued operations and disposal groups held for distribution for more
information.
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Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
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Directors’ report - continued
Group strategy
Since 2019, Gentoo Media has experienced strong growth, evolving from a Nordic -focused affiliate into a
leading global player in the iGaming industry. Through our business model and our strategy pillars, we help
players make informed decisions about online gambling by connecting them with the right online bookmakers
and casinos. Gentoo Media's strategic framework is built on six interdependent pillars, each designed to drive
sustainable growth and strengthen market leadership:
● Diversification – Ensuring sustainable long -term growth through market, website, and partner
expansion.
● Technology – Ensuring industry-leading products and operational efficiency.
● Organic Growth – Strengthening profitability through in-house optimisations.
● Mergers & Acquisitions – Scaling operations and accelerating top-line revenue growth.
● Partnerships – Expanding global reach and enhancing brand visibility.
● Recurring Revenue – Building long-term value through predictable and sustainable revenue streams.
Our journey ahead after split
The restructuring strengthens Gentoo Media, enabling expansion into new markets, investment in
technology, and strategic acquisitions. With greater financial flexibility and streamlined operations, the Group
is well-positioned to capitalise on new opportunities and scale effectively.
Our 2024 financials naturally reflect certain one-time factors associated with the Company’s split. As we move
beyond this transition, these costs will diminish, allowing Gentoo Media’s management to present a much
clearer picture of the business in 2025.
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Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
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Directors’ report - continued
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 t wo yearly instalments 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 signific ant 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 6, Business combinations.
Other acquisitions
In June 2024, the Group acquired the casino affiliate website Casinomeister.com 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.
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 by 2025, with an initial payment of
EUR 1.4 million, and the remaining balance is paid in instalments from January through April 2025.
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Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
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Directors’ report - continued
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 benefited 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.com 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 Ltd. 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 Upd ates during the year, however, KaFe Rocks 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 t his 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.
Activities and development
The Group achieved all-time high in annual revenue and player intake. Revenue achieved during 2024 was
EUR 122.8 million (2023: EUR 88.6 million) whilst player intake (FTDs: First Time Depositors) was 471,470
(2023: 471,440). While player intake was in lin e with last year, the value of deposits for the player base
increased by 39% from EUR 554 million in 2023 to EUR 768 million in 2024.
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Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
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Directors’ report - continued
Events after the reporting date
No subsequent events of material significance have occurred.
Overall performance
Revenues amounted to EUR 122.8 million (2023: EUR 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.
EBITDA increased from EUR 40.7 million in 2023 to EUR 57.1 million in 2024. Operating profit pre-transaction
costs for the Group increased from EUR 30.2 million in 2023 to EUR 39.5 million in 2024.
EBITDA is equivalent to operating profit before depreciation, amortisation and impairment.
Marketing expenses
Marketing expenses were EUR 32 million in the year 2024 (2023: EUR 26.8 million), an increase of 20%.
The increase is related to optimisation and improving efficiency in Paid as the Company introduced new
marketing technologies.
Total operating expenses
Personnel expenses amounted to EUR 15.6 million during 2024 (2023: EUR 10.2 million), an increase of
53%. Capitalised expenses relating to the Group’s development of technology amounted to EUR 5.6 million
in 2024 (2023: EUR 4.4 million). Personnel expenses increased due to the number of new employees
employed subsequent to the spin-off.
Depreciation and amortisation amounted to EUR 17.6 million (2023: EUR 12.5 million), an increase of 41%,
where the increase is mainly derived from amortisation of development assets.
Other operating expenses amounted to EUR 18.7 million in 2024 (2023: EUR 9.7 million), an increase of
92%. The main increase is due to consultants, and a general increase in expenses due to increased activity.
Profit/loss
The Group’s profit before tax for 2024 was EUR 26 million (2023: EUR 18.7 million), an increase of 39%.
The Company’s loss before tax for 2024 was EUR 69.2 million (2023: EUR 55.4 million). The main
contributions to the results in 2024 arose from impairment losses of EUR 60 million (2023: EUR 55.6 million)
from the distribution of Platform & Sportsbook.
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Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
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Directors’ report - continued
Net finance costs
Finance costs, in 2024, amounted to EUR 13.9 million (2023: EUR 9.5 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.
Finance costs also increased as a result of unwinding on deferred considerations amounting to EUR 3.5
million in 2024 (2023: EUR 2.2 million).
Financial position
The largest asset on the balance sheet relates to intangible assets of EUR 96.2 million (2023: EUR 93.0
million). The increase is attributable to goodwill and other intangible assets through primarily the acquisition
of Titan Inc., Casinomeister and two other assets during the period. Intangible assets at 31 December 2024
mainly comprise goodwill generated through business combinations (EUR 34 million), affiliate assets
acquired (EUR 47.2 million), 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 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 15.3 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 Citibank 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 m illion as at 31 December 2024, which is included as current
liabilities.
Group financing and cash flows
The Group experienced a net cash inflow from operations during the year of EUR 37.1 million (2023: EUR
44.6 million). Net cash generated from operating activities was mostly utilised to fund investment in non -
current assets, payment of bond interest and le ase payments. The cash generated through financing was
utilised for the acquisitions of AskGamblers and KaFe Rocks.
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Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
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Directors’ report - continued
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.
Revenues from discontinuing operations for 2024 decreased to EUR 29.4 million (2023: EUR 52 million).
The discontinued operations experienced an increase in operating expenses from EUR 53.2 million in 2023
to EUR 105.8 million in 2024. This is driven mainly by the impairment losses of EUR 51.1 million in 2024.
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 & 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 81.4 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.
Effect on the Company due to spin-off
For the Company to prepare for the completion of the spin -off, the share capital had several movements
during the year.
● On 26 March 2024, the Company increased the authorised share capital to 149,999,999 Ordinary ‘A’
shares and 1 Ordinary ‘B’ share.
● With effect from 13 June 2024, the issued share capital was increased by 115,000,000 Ordinary ‘A’
shares through the capitalization of capital reserves; the transaction did not involve any consideration
(please refer to note 15).
● With effect from 18 September 2024, the issued share capital was reduced through the cancellation
of 100,412,000 Ordinary ‘A’ shares, in consideration of which the Company transferred its investment
in GiG SpinCo, Inc to the Company’s Parent.
The investments in subsidiaries at a Company level belonging to this segment were impaired by an amount
of EUR 60 million through which their carrying amount was reduced to be equal to the post -spin-off market
capitalization of this segment once it started trading as a separate group.
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Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
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Directors’ report - continued
Performance from discontinued operations - continued
The disposals through distribution of Platform & Sportsbook amounted to EUR 56 million which was the asset
value that affected the total market value.
Before the spin-off on 30 September 2024, an investment took place in a new incorporated subsidiary of EUR
10 million, which was incorporated in preparation for the spin -off of the Group’s Platform & Sportsbook
segment. The Group had temporary control over this subsidiary which was spun off as part of the new Group.
As part of the spin off, GIG Central was transferred to GIG Software PLC, and the respective company had
payment plans in relation to VAT and Social Security of previous years, and based on an agreement entered
into with the Group, Gentoo has to settle 50% of such dues, which amount to EUR 2.5 million. During 2024,
Gentoo paid EUR 1 million, with the remainder being payable in 2025.
Going concern
As at 31 December 2024, the Group’s current liabilities exceeded its current assets by EUR 49,725,088.
2024 was a transformative period for the Group and after 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 Ma y 2024, the Group completed the acquisition of Titan
Inc. Limited 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 moving 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, which includes the discontinued platform business,
declined to EUR 37.1 million due to negative net working capital in 2024 compared with EUR 44.6 million in
2023. The Group expects strong cash gene ration 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 was settled in 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 cred it 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.
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Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
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Directors’ report - continued
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 bo th 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 i mpacted 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 regulat ion. 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, potentially resulting in direct financial penalties, sanctions or litigation, ultimately having a mate rial
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 in tegrity
and regulatory adherence in every aspect of our business.
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Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
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Directors’ report - continued
Significant risks and uncertainties - continued
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 e ntering newly regulated markets due to competition faced 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 havi ng 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 Goog le’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 factor s, 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 and Company’s financial risk management is disclosed in Note 3 of the
consolidated financial statements.
Pledged securities
The entirety of the Company’s issued share capital, comprising of fourteen million, six hundred and thirty -
seven thousand, nine hundred and ninety -nine (14,637,999) Ordinary ‘A’ shares and one (1) Ordinary ‘B’
share, all having a nominal value of one Euro (EUR1) each, held by Gentoo Media Inc. and Jonas Warrer
respectively, has been pledged in favour of Nordic Trustee AS, acting as the agent on behalf of bond holders.
The bonds are secured by guarantees provided by group operating subsidiaries guaranteeing the discharge
of the Company’s obligations.
Results and dividends
The income statements are set out on page 58. The directors did not declare a cash dividend during the
current and preceding financial years.
This year’s equity has been impacted by a non -cash distribution of EUR 56 million related to the spin -off of
Platform & Sportsbook.
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Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
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Directors’ report - continued
Directors
The directors of the Company who held office during the period were:
● Mr. Justin Psaila (resigned on 2 May 2024)
● Mr. Richard John Carter (appointed on 27 October 2023 and resigned on 23 September 2024)
● Mr. Giuseppe Muscat (appointed on 2 May 2024)
● Mr. Jonas Warrer (appointed on 23 September 2024)
The Company’s Articles of Association do not require the directors to retire.
Statement of directors’ responsibilities for the financial statements
The directors are required by the Maltese Companies Act (Chapter 386 of the Laws of Malta) to prepare
financial statements that give a true and fair view of the state of affairs of the Group and Company as at the
end of each reporting period and of the profit or loss for that period.
In preparing the financial statements, the directors are responsible for:
● ensuring that the financial statements have been drawn up in accordance with International Financial
Reporting Standards as adopted by the EU;
● selecting and applying appropriate accounting policies;
● making accounting estimates that are reasonable in the circumstances;
● ensuring that the financial statements are prepared on the going concern basis unless it is inappropriate
to presume that the Group and Company will continue in business as a going concern.
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Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
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Directors’ report - continued
Statement of directors’ responsibilities for the financial statements - continued
The directors are also responsible for designing, implementing, and maintaining internal control as the
directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error, and that comply with the Maltese Companies Act (Chapter 386
of the Laws of Malta). They are also responsible for safeguarding the assets of the Group and Company and
hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Signed on behalf of the Board of Directors, as per the Directors' Declaration on ESEF Annual Financial Report
with the Annual Report and Consolidated Financial Statements 31 December 2024
__________________________________ __________________________________
Mr. Jonas Warrer Mr. Giuseppe Muscat
Director Director
11 April 2025
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Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
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Sustainability report
1. SCOPE
2. SUSTAINABILITY GOVERNANCE
3. NON-FINANCIAL STATEMENT
3.1 BUSINESS MODEL
Business Environment
Organisation and Structure
Markets and Operations
Objectives and Strategies
Factors that affect the Group’s Future Development
4. ENVIRONMENTAL MATTERS
4.1 ENVIRONMENTAL IMPACT FROM ENERGY USE
4.2 DIRECT AND INDIRECT ATMOSPHERIC EMISSIONS
4.3 WASTE MANAGEMENT
4.4 ENVIRONMENTAL IMPACTS FROM TRANSPORTATION OR FROM THE USE AND DISPOSAL OF
PRODUCTS AND SERVICES
5. SOCIAL AND EMPLOYEE MATTERS
5.1 BUSINESS INTEGRITY & RESPONSIBLE BUSINESS PRACTICES
5.2 EMPLOYEE MATTERS
5.3 COMMUNITY RELATIONS & CSR INITIATIVES
6. HUMAN RIGHTS MATTERS
7. ANTI-BRIBERY AND CORRUPTION
7.1 BUSINESS INTEGRITY
7.2 WHISTLEBLOWER PROTECTION
8. OTHER MATTERS
9. CONSOLIDATED DISCLOSURES PURSUANT TO ARTICLE 8 OF THE TAXONOMY REGULATION
9.1 OUR ACTIVITIES
9.1.1 Overview
9.2 TAXONOMY-ELIGIBLE AND TAXONOMY-ALIGNED ECONOMIC ACTIVITIES
9.2.1 Identification of Taxonomy-eligibility of Turnover-generating Activities
9.2.2 Taxonomy eligibility of Investment Activities not directly related to turnover-generating activities
9.2.3 Taxonomy Alignment
9.3 OUR KPIs AND ACCOUNTING POLICIES
9.3.1 Turnover KPI
9.3.2 CapEx KPI
9.3.3 OpEx KPI
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Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
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SUSTAINABILITY REPORT
FOREWORD
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 recognize our responsibility to not only drive 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.
This report serves as 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 alig ning 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 affiliate marketing business, our aim was to offer a clear, detailed 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, but also underscore our commitme nt to integrity,
transparency and the well-being of our stakeholders.
We hope this report provides 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 gami ng sector leads by example in terms of technological innovation,
consumer experience and sustainable long-term growth.
Diane Ellul
Head of Compliance
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1. SCOPE
This 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
p.l.c. (the “Company” or “Gentoo Media”), and its subsidiaries (the “Group”).
The scope of consolidation is the same as for the financial statements in accordance with the International
Financial Reporting Standards as well as Article 48i of Directive 2013/34/EU. In this respect, all subsidiary
undertakings included in the consolida tion are exempted from individual or consolidated sustainability
reporting pursuant to Articles 19a(9) or 29a(8) of Directive 2013/34/EU. This accounts for Gentoo Media p.l.c.
and its subsidiaries.
Discontinued operations (that is, the Platform & Sportsbook business) have been excluded from the scope
of this non -financial disclosure. Therefore, what follows are non -financial disclosures solely relating to the
Affiliate Marketing business segment.
Establishing the business context is key to identifying material non -disclosures relating to environmental,
social and employee, anti-bribery and corruption, human rights and other matters which we deem significant
to the Group’s disruption and/or success. 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; and
- Public policies and regulations (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 as well as 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, a nti-bribery and corruption, and other relevant sectoral matters related
to our supply chain.
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NON-FINANCIAL MATTERS DISCLOSURES
Environmental Matters
- Environmental impact from energy use;
- Direct and indirect atmospheric emissions;
- Waste management;
- Environmental impact from transportation or from
the use and disposal of products and services;
- EU Taxonomy Disclosures (Section 9).
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
2. 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 10th 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 of two Board members, the General Counsel and the Head of
Compliance. 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; and
● Overseeing stakeholder engagement and sustainability reporting.
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 c urrent impacts, risks and
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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; and
● Preparing and presenting sustainability reports to the ESG and Compliance Committee and the
Board on a quarterly basis.
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 stakeholde rs and contribute positively to the environment, society
and our employees.
3. NON-FINANCIAL STATEMENT
In accordance with Article 19a of Directive 2013/34/EU which outlines requirements for non -financial
disclosures, we are hereby providing an overview of our business model with the intent of providing context
to our non -financial statement. This is followe d by the disclosure of the material non -financial matters that
affect key stakeholder groups. In this regard, a thorough assessment of key activities, value chain actors and
material risks arising in the value chain was carried out through discussions with top management and
reference to financial results to identify revenue streams and business relationships.
3.1 BUSINESS MODEL
Our primary focus is to expand our business year-on-year through organic growth, forging new partnerships
and exploring strategic acquisitions. As the gambling affiliate industry continues to evolve through significant
changes in the regulatory landscape, we are committed to staying ahead by identifying and seizing
opportunities that drive sustainable long-term value. Our team remains dedicated to strengthening our market
position while ensuring operational excellence across our businesses.
Business Environment
As a gambling affiliate marketing company, we advertise and promote our partners with the aim of generating
traffic to their sites in return for a commission. Fundamentally, the Group’s marketing services are split into
the following two products - Publishing and Paid Search - which respectively contribute to organic and
inorganic growth:
1. Publishing - Through the use of Gentoo assets to promote our partners, this product line
focuses its efforts to enhance platform performance, improve search visibility, and seize
growth opportunities across its core assets; and
2. Paid Search - This product line remains focused on data-driven media buying, ongoing
optimisation of bidding strategies and further advancements in automation, ensuring that
Gentoo is well-positioned to deliver strong returns and maintain margin resilience in 2025.
Compensation models vary from fixed monthly payments, a fixed fee in -line with the amount of traffic
generated to the operator site (“cost per acquisition”), revenue share (a percentage of the deposits made by
leads at operator sites) or hybrid models.
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The above product lines form part of the same value chain (i.e. the supply chain and the downstream value
chain are identical for each product line).
Alongside key supply chain actors (these mainly being search engines and social media channels), the
Group’s own workforce and assets are at the heart of its operations and product offerings.
Organisation and Structure
The Group’s workforce largely consists of direct employees spread across five locations (Malta, Denmark,
Serbia, Spain and England), as well as freelancers that work remotely and are generally engaged on a project
basis. Group assets include intangible (di gital) assets (such as, internet domains and social media pages),
intellectual property, internal IT infrastructure (hardware) and proprietary software (SiteBee (formerly GIG
Comply)). In turn, these enable the provision of marketing services to customers (and other downstream
value chain actors) via client -facing entities within the Group, these being Innovation Labs Limited,
AskGamblers Limited, Kafe Rocks Group, Rebel Penguin ApS and BE Marketing Ltd.
Markets and Operations
The Group operates across a number of jurisdictions, globally, in both regulated and unregulated markets.
The provision of affiliate marketing services is regulated in certain jurisdictions and, in this respect, the Group
holds affiliate licenses in Romani a, Greece and some US states (Arizona, Colorado, Indiana, New Jersey,
Massachusetts, Michigan, Virginia, Washington DC, West Virginia and Pennsylvania), which may in turn
regulate the revenue streams that can be availed of by the Group. Such is the case in the US, where the
allowable revenue streams are determined according to the level of authorisation available in a particular
state and granted to the affiliate applicant. Generally, vendor minor licenses (or “registrations”) permit fixed
fee payments (on a monthly basis and/or on a cost per acquisition basis) whereas vendor major licenses
allow both fixed fees and revenue share compensation deals.
Through its own operations (including its workers), the Company services its key stakeholders in the
downstream value chain, these being the Company’s partners (i.e. online gambling operators) who in turn
provide the end users in the value chain (i.e. players) access to a gambling platform across several regulated
and unregulated markets.
Gambling authorities play a key role in the downstream value chain and have a crucial, (in)direct impact on
our business operations. Excluding the regulators that directly regulate affiliates (thus directly imposing
regulations and periodic reporting oblig ations), gambling authorities world -wide generally regulate B2C
licensees (i.e. online casino/sportsbook operators) which hold liable all licensees for any third -parties
engaged by them for services made on their behalf. As a result, Gentoo and its competitors are also indirectly
regulated with respect to advertising regulations and obligations to advertise lawful and authorised gambling.
Given the highly dynamic and regulated industry we operate in, where regulation varies world -wide, the
interplay between regulators, B2C licensees and affiliate marketing companies requires us to adopt efficient
and effective operational change management procedures to quickly adapt and comply with new regulatory
developments and requirements.
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Objectives and Strategies
Our objectives are driven by our diversification strategy and commitment to legal and regulatory compliance,
which are to consistently drive high -quality traffic to various partners across different gaming verticals and
jurisdictions and across both high -performing and emerging assets, generate revenue and maximise
shareholder returns, whilst giving high regard to the risks of gambling and gambling addiction especially to
minors and vulnerable individuals and ensuring that these are prioritised.
Here is how we fit these considerations into practice:
● Maintain strong partnerships with responsible operators that are transparent and promote
trustworthiness;
● Work towards maintaining revenue share agreements to secure recurring revenue streams;
● Optimize the performance of advertising campaigns through quality content designed by our team
(not bots) to contribute to a higher ranking on Google and other search engines;
● Uphold the highest standard of business conduct through compliance with legal and regulatory
standards thus avoiding penalties, sanctioning and ensuring long-term business sustainability;
● Brand awareness and reputation management;
● Expand market reach;
● Promote responsible gambling practices, raise awareness of gambling addiction risks and provide
access to help and support services;
● Engage in ethical marketing by promoting content that targets individuals of legal gambling age and
avoiding the use of imagery, characters and text that appeal to minors and vulnerable individuals.
Ultimately, our objective is to create a winning situation for all stakeholders including ourselves, our partners
and our shareholders and investors through a long-term, sustainable business.
Factors that affect the Group’s Future Development
Factors Potential Impact
Geopolitical, societal factors
Adverse instability and/or uncertainty (e.g., political
instability, conflicts, trade wars, pandemics or disease
outbreaks, labor and/or infrastructure-related risks, etc.)
Negative
Financial loss, due to a reduction in players’ disposal
income leading to less demand for online gambling
Acquisitions
As part of the Group’s growth strategy, the Group
continuously considers the acquisition of other
companies or assets.
Positive
Acquisitions may complement or expand the Group’s
existing business and create economic value to
shareholders.
Negative
- Reduction in the general oversight on existing
business as management diverts attention and
resources to the integration of the new business.
- Challenges derived from maintaining
relationships with employees and customers of
acquired business which may lead to a loss of
key employees and customers.
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- Increasing demands on the Group’s operational
systems.
- Difficulty in integrating shared services with the
Group’s existing business, higher than expected
employee severance or retention costs,
overhead expenses and delays in anticipated
timing of activities related to any cost -saving
plans.
- High integration costs with potential adverse
effects on the Group’s reported operating results,
particularly during the first few reporting periods
after such acquisitions are completed.
- The inability to integrate and implement effective
disclosure controls and procedures for financial
reporting within allowable time frames.
- Potential unexpected liabilities that the Group
failed, or was unable, to identify in the course of
performing due diligence on historical and/or
future acquisitions.
- Challenges associated with building a unified
corporate image.
Licensing
Increasing international gambling market fragmentation
into national markets with a multitude of different
regulatory requirements.
Positive
Positive impact creating new market opportunities, with
controls that safeguard the business and market
sustainability.
Negative
The loss of, or failure to obtain additional licenses
(including failure to obtain renewal of any licenses), the
reduction of the addressable market under an existing
professional license and/or failure of satisfying any
conditions/terms under any existing licenses could have a
material adverse effect on the Group’s business, financial
position, profits and prospects.
Legal and Regulatory Compliance
The regulation of online gambling is extensive and varies
significantly world-wide. Regulation is always subject to
change, particularly when political factors come into play
(such as, a change in governance).
Positive
Regulation and enforcement create long -term
opportunities for online gambling operators that operate
with integrity and the highest standards of business
conduct, thereby leaving little to no room for those that may
harm end users (players) and tarnish the industry’s
reputation.
Negative
Adverse impact on the Group’s financial performance due
to potential penalties arising from non -compliance to new
legislation, especially around social responsibility
obligations, including more stringent regulatory conditions,
advertising and responsible gambling regulation.
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Regulatory changes may also have an indirectly adverse
effect on the Group by restricting customers’ use of
gambling websites, or by requiring financial institutions to
prevent transactions between customers and gambling
operators. This may lead to a compl ete pull-out from the
markets in which the Group operates today.
Regulatory changes may also involve the complete
regulation of online gambling in a previously non-regulated
target market, which would require the Group to meet
regulatory requirements and to stop servicing
unauthorised operators. This may have an adverse effect
on the Group’s financial position due to new compliance
costs and loss of business.
Competition
Competition faced by existing and new competitors,
which is further characterised by the industry’s adoption
of technological advances, new product offerings and
evolving customer requirements.
Increased risk in competition when entering newly
regulated markets due to competition with incumbent
affiliates.
Positive
Opportunity to continue developing the Group’s service
offerings to further strengthen its position in the market.
Negative
Lower end customer reach and reception if the Group does
not remain attractive through new product offerings,
intriguing advertising campaigns, maintain good
relationships with its suppliers and customers and having
the resources in place to sustain its de velopment and
growth and to remain relevant in the market.
Talent
The Group’s success is driven by, and is largely
dependent 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.
Positive
Our employees are the heart of the business. The
retention of key roles is pivotal to ensure that knowledge
is retained and further developed within the Group.
Nonetheless, the integration of new talent may bring in
fresh perspectives, especially senior ma nagement roles
who may positively contribute to solving legacy issues and
new, strategic approaches.
Negative
Failure to hire 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 which may adversely affect its financial
performance.
Third Party Exposure
The Group holds agreements with external providers,
including, marketing partners (such as, advertising
networks and digital tabloids), service providers (such as,
search engines), customers (online casino / sports
betting operators) and its development, performance and
Positive
Reliable third-parties across the entire value chain provide
strong business relationships based on mutual trust and
respect and effective resolutions, thereby fostering long -
term collaboration which supports the Group’s
sustainability as a business.
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position is largely dependent on the integrity,
performance and relationships with all third parties.
Negative
The Group is exposed to risk of financial loss and financial
crime (ML/FT) risk, specifically, from its customers.
Financial risk is derived from clients that refuse to honour
payment terms, while ML/FT risk is derived from the
clients' own corporate structures, operations in
jurisdictions with weak enforcement and lax controls,
involvement of politically exposed persons (PEPs), and the
presence of sanctioned key company individuals. These
risks, if materialised, can have a detrimental effect on the
Group's reputation.
International Operations
The Group operates world -wide in a number of
jurisdictions.
Positive
Market and customer diversification which compensate for
negative effects, such as reduced business activity in
some regions (for example, due to seasonal effects,
regulatory changes) and market pull-out by customers.
Negative
International operations are subject to a variety of risks,
including the overlap of different tax regimes, differing
legal and regulatory requirements, fluctuations in currency
exchange rates, localisation of service offerings and
reduced protection for intellectual property rights in some
jurisdictions.
Supply Chain
Dependency on key suppliers, such as search engines.
Positive
Search engine updates may improve our rankings on
search engines, which may result in a greater reach and
customer conversion.
Negative
Search engine updates may significantly disrupt rankings
which in turn may significantly result in a loss in revenue.
Further information is provided in Section 8.
Legal and regulatory compliance, supply chain dependencies, technological advancements, seasonal
impacts and increasingly demanding consumer expectations remain characteristic of the industry we work
in. Over and above, specifically during the past year, the Group has also encountered three main challenges
which have negatively impacted its growth in 2024:
● Strategic Split - This past year has been largely defined by the execution of a strategic split,
transitioning to a full affiliate-focused business, following the divestment of our Platform & Sportsbook
operations at the end of Q3 2024. The Group has worked autonomously from its discontinued
operations from the start of 2024 and, throughout the year, the business was faced with new
operational costs and complexity that have inevitably affected revenue and cashflow and distracted
the full-on focus otherwise given to the normal course of business. At the same time, the split has
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also positioned our business in a favourable position to capitalize on growth opportunities and
enhance our market presence, both organically and through several acquisitions, resulting in record
results and significant growth which has reinforced our mark et position, consistently outperforming
our competitors.
● Brazilian Market - Market regulation in Brazil negatively affected earnings in the last quarter of 2024
and this impact is expected to continue into the start of 2025 as we anticipate short -term challenges
being faced by operators as they adapt to the new regulations.
● Google Core Updates - The past year has seen four Google core updates which, despite
contributing to better rankings for some websites, have predominantly negatively impacted one of
our flagship brands (Casino Tops Online) in Q1 2024. Further information is provided in Secti on 8.
While recognising the strategic split to be a one -time factor, market regulation and dependency on search
engine algorithms remain inherent challenges faced by the business, thus further emphasizing the
importance of a diversification strategy (across part ners, jurisdictions and assets), focus on high -value
markets (Europe and the Americas), high-value players, recurring revenue streams and targeted investments
in key emerging markets. Despite such great challenges - contributing to a higher EBITDA in 2024 vis-a-vis
previous years - the affiliate business still yielded a 39% increase in revenue YoY, as reported in the financial
statements in 2024’s Annual Report.
As we move beyond the operational split, Gentoo can solely focus on its diversification strategy in 2025,
aimed at driving sustainable long-term growth which, from a non-financial standpoint, is measured against a
number of key performance indicators relative to Publishing and Paid Search, including, ranking position for
specific keywords in search engines, traffic volume to our websites, bounce rate, session duration, click -
through rates on “calls-to-action”, new registering customers, first-time depositors, impressions, ad clicks and
aggregated clicks.
4. ENVIRONMENTAL MATTERS
4.1 ENVIRONMENTAL IMPACT FROM ENERGY USE
The business has a negative impact on climate change due to the energy consumption from non-regenerative
resources within Gentoo’s own operations, that is, purchased electricity and one on -prem server at its Malta
headquarters. The amount of energy use (and its contribution to climate change) is counteracted by the fact
that the location of occurrence is concentrated to our physical office locations so the impact is not widespread
across a significant area which would have otherwise contributed to a larger, negative impact on the
environment.
In terms of its upstream and downstream value chain, Gentoo has no visibility into the energy consumption
methods used by its suppliers and customers.
Gentoo’s supply chain is widespread across several countries, involving multi -national service providers
(such as Google) with a high energy footprint. The impact from our upstream value chain can be mitigated in
the future through supplier engagement plan s and codes of conduct that highlight the need of certified
suppliers with less energy-intensive datacentres.
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With regards to our downstream value chain, all activities are carried out from Gentoo offices, all of which
currently rely on purchased electricity to power operations, thus all energy is consumed from non -
regenerative sources.
We are aware that positive impacts to the environment can be made through improvements to our entire
value chain, despite generating a relatively low amount of atmospheric emissions (as outlined in Section 4.2
below). However, we remain committed to preser ve our environment and community at large, and by
prioritising our own operations, the Group is considering investing in alternative (and renewable) energy
sources, such as solar energy, especially in offices located in the Mediterranean (Malta and Spain) where
solar energy is abundant.
4.2 DIRECT AND INDIRECT ATMOSPHERIC EMISSIONS
The generation of Scope 1 & 2 GHG emissions deriving from the Group's own operations is mainly caused
by purchased electricity in addition to one on-premises server.
Upstream activities that generate Scope 3 GHG emissions include:
● Sourcing and delivery of IT equipment to the workforce: local suppliers are sourced at each
respective office location which deliver equipment to individuals that are office -based by land and to
remote workers using a combination of land/air/sea modes of transportation;
● Delivery of employee lunches to all offices by local suppliers by land on a daily basis;
● Delivery of drinking water to all offices by local suppliers by land on a weekly basis and
● Ad-hoc local and international courier services utilising land transportation and a combination of
different modes of transportation, respectively.
Downstream activities generating Scope 3 GHG emissions are limited to air travel to other Gentoo office
locations, conferences, events and client offices, since all Gentoo services are provided online.
All three types of atmospheric emissions are calculated on a yearly basis through a carbon accounting
platform. The latest consolidated GHG emissions for the year 2023 across Gentoo and the discontinued
operations were calculated.
The amount of Scope 1 and 2 emissions is not high and does not significantly contribute to damage on safe
planetary boundaries. Despite the results, the Company still considers investing in renewable energy
sources, as explained in Section 4.1 above, where by the Company plans on moving its Malta operations to
another office on the island in the summer of 2025 and is looking into the possibility of installing solar
photovoltaic panels to minimise its dependency on purchased electricity.
Due to the currently limited amount of data available from our value chain activities, the Scope 3 GHG
emissions results may not be very accurate, although it is expected that the impact of our upstream value
chain activities on the planetary boundary of climate change to be medium as the supply chain varies across
several geographies causing emissions from various transportation modes. In this regard, remediability of
these emissions is very difficult and requires extensive value chain engagement activitie s.
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4.3 WASTE MANAGEMENT
At Gentoo, we have implemented a number of initiatives to reduce and responsibly manage the amount of
waste generated at our offices.
At a high level, we have adopted resource -efficient practices to reduce resource consumption as much as
possible, such as by avoiding the use of single-use products. In this respect, the following sustainable office
practices have been implemented across all Gentoo offices:
● The use of reverse osmosis as a source of filtered, drinking water to reduce the use of single -use
plastic bottled water. Additionally, when bottled water is required, the company purchases drinking
water contained in large 20litre containers to reduce the amount of plastic otherwise used with the
consumption of small, bottled drinking water.
● All plastic consumed by all offices is segregated from other waste for recycling purposes.
● Employee lunches are supplied in recyclable plastic containers. Regard is also given to food waste
mitigation whereby (i) the number of employee lunches ordered corresponds to the number of office
desk bookings and (ii) any extra lunches (such as those not taken by no-shows) are left to be taken
by staff.
● Company merchandise has been limited to the necessary items, these being stationery and lanyards.
Once the design of new merchandise (reflecting the new Company brand) is finalised, the Company
plans to source suppliers that use recycled material for the production of such items.
Moreover, all waste generated across all office locations is segregated in separate bins for recycling purposes
pertaining to plastic, metal, food, general and electronic waste.
When it comes to electronic waste, employees are given the opportunity to buy office equipment that cannot
be used further at a discount. Once IT equipment (such as laptops) cannot be upgraded to the latest OS
versions (thereby making them incompatible with certain software applications), the Group tries to reuse and
allocate such equipment to less demanding roles not requiring the use of such software applications. Should
that not be possible, this equipment is made available for sale to all employees at a discount. Electronic
equipment which cannot or is not sold, is segregated and collected by local government agencies which then
handle its disposal.
4.4 ENVIRONMENTAL IMPACTS FROM TRANSPORTATION OR FROM THE USE AND DISPOSAL OF
PRODUCTS AND SERVICES
The following are the upstream activities that generate Scope 3 GHG emissions:
● Sourcing and delivery of IT equipment to the workforce - local suppliers are sourced at each
respective office location which deliver equipment to individuals that are office -based by land and to
remote workers using a combination of land/air/sea modes of transportation.
● Delivery of employee lunches to all offices by local suppliers by land on a daily basis.
● Delivery of drinking water to all offices by local suppliers by land on a weekly basis and
● Ad-hoc local and international courier services utilising land transportation and a combination of
different modes of transportation, respectively.
Downstream activities generating Scope 3 GHG emissions are limited to air travel to Gentoo office locations,
conferences, events and client offices as all Gentoo services are provided online.
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RISKS AND RISK MANAGEMENT (Environmental Matters)
In preparation for CSRD reporting for FY 2024, a Double Materiality Assessment (DMA) was completed in Q4 2024 and
an audit review was initiated. Although the audit was stopped and not completed due to the EU’s Omnibus Package
proposal for CSRD, Corporate S ustainability Due Diligence Directive (CSRDDD), the EU Taxonomy and the Carbon
Border Adjustment Mechanism (CBAM) simplification which was published on 26th February 2025, the initial assessment
indicated that Group’s operations do not significantly contr ibute to environmental damage and, therefore, the risks
emanating from its operations are non-material in this regard.
5. SOCIAL AND EMPLOYEE MATTERS
5.1 BUSINESS INTEGRITY & RESPONSIBLE BUSINESS PRACTICES
Gentoo recognises the importance of adopting and applying effective measures for responsible business
practices to remain attractive and competitive.
Operating in multiple jurisdictions means navigating a complex landscape of varying regulations. Gentoo is
committed to understanding and adhering to the specific requirements of each market it operates in, and
therefore, is also committed to promoting com pliant and responsible business practices as mandated by
gaming authorities and promoted by standard-setting bodies. This includes regulatory compliance, consumer
protection and responsible gambling, GDPR compliance, respect for intellectual property right s, vetting of
employees and third -party risk management. By tailoring our approach to the unique demands of each
jurisdiction, we uphold our commitment to regulatory compliance on a global scale. This dedication is central
to the Group’s mission of adhering to applicable legislation, codes of best practice and to fostering a safe and
responsible gambling environment for players while also safeguarding minors and vulnerable individuals.
Ensuring the highest standards of responsible business practices translates into the adoption, application
and monitoring of policies and improvement thereof through self -assessment and the evaluation of new and
innovative solutions.
Here is how we commit to responsible business practices:
A. REGULATORY COMPLIANCE
The gambling industry is dynamic, with regulations frequently evolving to address new challenges. Over
2024, in preparation for the split from GIG Platform, Gentoo has established its own in -house Compliance
team which stays ahead of changes by closely mon itoring regulatory updates and ensuring our policies and
procedures are promptly adjusted to comply with new laws. They disseminate this information across the
Group, ensuring that all departments are aware of and adhere to the latest regulatory requiremen ts. This
proactive approach minimizes the risk of non -compliance and reinforces our commitment to being a
responsible business partner, whilst also safeguarding the long-term sustainability of the business.
Expert Guidance and Advice: Our Compliance team plays a critical role in our operations by providing
ongoing guidance and advice to the business with respect to regulatory requirements and interpretation. It
continuously monitors regulatory developments and maps them against internal processes to ensure that our
practices remain compliant. The team advises other departments, including, product development, design
and account management on best practices and regulatory requirements. This ensures that every a spect of
our operations aligns with the latest standards and promotes a safe gambling environment.
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Cross-Departmental Collaboration: Compliance is a collective effort that requires collaboration across all
departments. The compliance team works closely with other teams to integrate compliant business practices
into every aspect of our operations. For instance, they collaborate with the content, design and SEO teams
to ensure that content and promotional materials are not misleading, ethical and do not encourage excessive
gambling. This collaborative approach ensures a cohesive and comprehensive responsib le gambling
strategy.
Training Program: Through a “Train the Trainer” approach, we invest heavily in our Legal & Compliance
team by providing them free access to conferences, seminars and courses that help them develop their
knowledge and keep them updated with the latest industry regulations wh ich they can then use to provide
sound advice to management and address queries from different teams.
The current legal and compliance training carried out across the Group is on an ad-hoc basis, depending on
the need and requirements of different departments. In 2025, we plan on launching an employee compliance
training program, with the intention of rais ing Group-wide awareness of the legal and regulatory compliance
function. The program will consist of induction training at employee onboarding and annual refresher training
for all employees with a simple test to assess understanding. Specialised, departm ental ad-hoc training will
continue being provided when required with the aim to address queries on a specific focus area.
In addition to the Legal & Compliance team, all other employees have a training budget allocated to them for
use on their own training and development as they see fit.
Quality Mark Responsible Affiliates (QMRA): To further demonstrate its commitment to regulatory
compliance, the Group has also obtained several QMRA marks on its websites targeting regulated markets.
Sitebee: We have also developed a proprietary software compliance tool (Sitebee) which we provide as a
service to our customers to monitor their own marketing regulatory compliance, including responsible
gambling advertising.
B. CONSUMER PROTECTION & RESPONSIBLE GAMBLING
Truthful and Transparent Advertising: As an advertising company, we have a fundamental obligation and
responsibility to ensure that our advertising is truthful, transparent and not misleading to our visitors. We
strive to partner with responsible operators and make sure our content is not mis leading or deceptive which
could misinform potential players about the odds, deposit and wagering requirements, and potential rewards
associated with a specific game or promotion. The most significant terms and conditions are always disclosed
on our adverts and banners, as well as, a link leading to all terms and conditions associated with a specific
game or promotion.
In this regard, reference is made to various advertising standards and codes of conduct, including those
issued by the Advertising Standards Authority (UK), the International Chamber of Commerce and the
European Gaming and Betting Association, together wit h jurisdictional -specific marketing regulations
published by gambling authorities in the various regulated markets we operate in. Adherence to these
standards and regulations help protect consumers and maintain the integrity of the industry.
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Awareness of responsible gambling is raised through:
Dedicated Responsible Gambling Page: Each of our websites includes links to a dedicated Responsible
Gambling page . This page provides comprehensive information and resources on responsible gambling,
including tips for maintaining control, recognizing signs of problem gambling, and links to gambling addiction
support organizations. We believe in providing our users with the tools and information they need to gamble
responsibly.
Promotions and Bonuses: When advertising promotions and bonuses, we take responsible gambling
measures into account to ensure our marketing practices do not encourage irresponsible behaviour. Our
advertisements are crafted to provide clear and transparent information, emphasizing the fun and
entertainment aspect of gambling rather than promoting it as a financial solution. We avoid any language or
imagery that might instill a sense of urgency and those that may suggest gambling is a way to achieve
financial success.
Dissemination of Responsible Gambling Messages: To continuously educate and remind our players
about the importance of responsible gambling, we disseminate responsible gambling messages across all
our advertising channels. Whether it is through our websites, social media pages, or emails, we ensure that
our communications include reminders that gambling should be seen as a form of entertainment, not a
financial means. Our messages are designed to encourage players to gamble responsibly and seek help if
needed.
Regard to Minors: We are particularly mindful of our responsibility to prevent gambling content from
appealing to minors and individuals under 25 years old. Our marketing materials are carefully reviewed to
ensure they do not feature themes, images, or language that might attract younger audiences. This is part of
our commitment to creating a safe environment where only those who are legally allowed to gamble can
access our content.
Additionally, to prevent access to minors, our social media channels are equipped with age-gating tools and
our websites feature an age declaration, where required . These tools are part of our broader strategy to
ensure that our gambling content is only accessible to those who are of legal gambling age and, in this regard,
we continuously monitor and update our social media practices to align with the best standards in the industry
and keep abreast of industry trends and innovative solutions.
C. GDPR COMPLIANCE AND DATA PRIVACY
Observing GDPR and data privacy is a fundamental part of our operations. We always request explicit
consent from all users before sending any advertising material and ensure that their personal data is never
shared with third parties without permission. Ou r commitment to GDPR compliance reflects our respect for
our users' privacy and our dedication to maintaining their trust.
D. INTELLECTUAL PROPERTY
As content creators, we deeply respect the intellectual property rights of others. We always credit sources
and seek permission when necessary, before publishing editorial content. Gentoo’s websites will never host
illegal content or engage in unethical pr actices, such as file-sharing, directing users to pirated content sites,
or any other forms of intellectual property infringement. Our Legal team has dedicated resources to provide
guidance and advice on intellectual property management practices and, in addition to responding to ad-hoc
related queries, it has organised a company -wide workshop by collaborating with an external consultant to
provide training on relevant IP matters. It is the Group’s intention to increase the level of training and
development of its employees by organising similar workshops in the future.
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E. VETTING OF STAFF
Prior to employment, all prospective employees are requested to provide a copy of their identification
document and to attest that they have read and understood the Group’s policies in relation to work ethics,
code of conduct, information security, IT equipment, data handling, DEI, global environment, whistleblowing,
and AML & CFT. Additionally, all prospective top management employees are requested to provide two
referees at application stage, who are then contacted to provide their views on the applicant’s past behaviour,
integrity and performance, with the aim of identifying any characteristics and/or behaviour that may be
detrimental to the Group should the prospect be offered the role.
Gentoo considers the above risk management processes to be crucial in order to be able to comply with its
own strategies, internal controls and procedures diligently. Working with reliable personnel also helps ensure
timely notifications, including notific ations relating to suspicious activities (such as bribery and corruption),
and avoid active or passive complicity in suspicious transactions or business relationships by employees.
Upon recruitment, after the initial screening, all employees are obliged to adhere to their job expectations,
which are measured through bi -annual performance reviews. Disciplinary policies are in place to sanction
non-compliance to internal company polici es and the Group will go as far as terminating an employment
relationship should it have serious grounds to doubt an employee’s reliability following internal investigations.
Going forward, the Group plans on setting up a periodic screening process on all employees as well as Board
members, the frequency varying according to seniority levels and nature of roles. This will be carried out to
ascertain good conduct thus safeguarding the Group, the brand and its livelihood.
G. THIRD-PARTY RISK MANAGEMENT
The Company has identified the below measures to formulate its Customer Due Diligence (CDD) policy and
procedure:
● To identify and verify a prospective customer - and, if onboarded, thereafter throughout the duration
of the business relationship - on the basis of documents, data or information obtained from a reliable
and independent source;
● To exclude establishing a business relationship with a sanctioned person and/or company, in line
with the international sanctions regimes outlined in the Sanctions Policy;
● To determine whether the customer is a politically exposed person (PEP), a family member or a
person known to be a close associate of a PEP;
● To verify that a customer operating in a regulated market is duly licensed;
● To ascertain that payments in return for services are received from a bank account held in the
customer’s entity name in a low - or medium-risk jurisdiction and not in a high -risk or non-reputable
jurisdiction, as listed in Gentoo’s Jurisdictional Risk Policy (i.e. jurisdictions identified as such by the
FATF, EU Commission and others that do not fall within the Group’s risk appetite);
● To continuously monitor the business relationship on a daily basis in terms of data, information and
documentation obtained (to ensure that these remain up -to-date and relevant to any specific risks),
PEP and sanctions status, and customer behaviour & tran sactions carried out during the business
relationship to ensure that such are consistent with the customer risk profile. Ongoing monitoring
also requires a customer risk re-assessment on a periodic basis and/or based on trigger events that
change the previously known customer risk profile, whichever comes first.
Gentoo is in the process of applying the above safeguards by following a clear and strict customer onboarding
process and takes into account the risk factors outlined in the EU’s AML directives (customer, interface,
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geographical, transaction, product) in order to apply a level of CDD (simplified or enhanced) proportionate to
the risk emanating from a specific customer (i.e. gambling operator), whilst also taking into account the size
and nature and the Group’s operations.
Once this process is rolled out on its customers, Gentoo also intends to roll -out a similar vetting process on
its suppliers.
5.2 EMPLOYEE MATTERS
Workforce Diversity, Equity and Inclusion
At Gentoo Media, our success is driven by the expertise and dedication of our people. Whether in content
creation, marketing, analytics or tech, every team member plays a vital role in pushing our business forward
and keeping us at the forefront of the iGa ming affiliate space. By the end of 2024, Gentoo Media had 387
full-time employees with 47 nationalities and an impressive gender representation of 49 % female to 51 %
male (despite operating in a male-dominant industry).
Going forward, we acknowledge and respect that individuals may identify with different genders. In this
respect, we are committed to fostering an inclusive environment where all employees throughout their entire
employment with us (starting as early as the pre-boarding process) have the opportunity to actively choose
“non-binary or other” if they do not identify as male or female.
We aim to raise more awareness around this matter and, therefore, as part of our 2025 goals, we intend to
explore opportunities around displaying employees' preferred pronouns alongside their names in our internal
communication channel.
In 2025, one of our biggest projects will be to take active steps to align with the EU Pay Transparency
Directive, which will come into effect in June 2026. As part of this, we will evaluate all positions across all our
entities, define clear roles and res ponsibilities against clear and objective criteria, outline required seniority
levels and corresponding pay structures, and align accordingly. This supports fair and transparent pay
structures in line with the EU Pay Transparency Directive, helping to eli minate unjustified pay gaps and
ensure equal pay for equal work. We will also improve how we track and analyze pay equity, create
transparency with employees and managers about pay structures and make sure our policies meet legal
requirements ahead of the deadline in June 2026. This will build a more structured and fair compensation
system that recognizes and rewards every employee equitably. It will help us identify and close any potential
pay gaps, reinforcing our commitment to fairness and transparency in salaries.
People Processes
2024 has been a year of major shifts and changes. The acquisition of KaFe Rocks and the operational
separation from GIG Platform have shaped a period of transition. As we moved towards the final strategic
split on 1st October 2024, one key focus has been e stablishing the People team to support a strong and
independent foundation for our workforce in Gentoo Media. We recognize that the rapid growth of the Group
last year, as well as the spin-off, have had an impact on some teams, and we are committed to ensu ring we
have the right structure and support in place to move forward with a solid and strong setup.
With Gentoo Media now operating as a fully standalone business, the Group’s People Strategy is evolving to
support the Group’s next chapter. Starting from 2024, we worked towards optimising our people processes
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by integrating our Human Resources Information System (HRIS) as much as possible, which has helped
strengthen our support to our people.
Employee Training and Development
Our online training & development platform provides several courses available to all employees, covering
professional development, skill -building courses and industry -specific courses. Employees are also
encouraged to use their annual conference budget to attend conferences and any other courses not available
on the Group’s platform.
The Group also enforces mandatory courses to employees in leadership positions, to equip them with the
necessary skills, knowledge and feedback to effectively lead, support employee development, and drive team
performance. In 2024, 36 leaders completed lea dership training to build the skills they need to support and
guide their teams. We will continue offering leadership development in 2025 to ensure that our leaders have
the right tools to lead with confidence and contribute to meaningful impact.
Moving forward, in 2025, our People team will focus on improving our approach to training and development,
through a more structured, data -driven, long-term solution. We plan on implementing a training system that
will allow us to track our employees’ training, assign learning tied to career growth and pathways, and ensure
that essential regulatory compliance training is part of our onboarding program. This will help us equip our
people with the right skills at the right time, supporting both their personal development and the Group’s
continuing success.
Employee Wellbeing
As a Group, we take a holistic approach to employee wellbeing, understanding that everyone’s needs are
different. Every employee is provided with a wellbeing budget, commensurate with inflation rates and which
is renewed on an annual basis, with the aim of providing employees the opportunity and flexibility to invest in
what personally contributes to their health and happiness. We also provide health insurance to all employees
covering physical and mental health, and dental coverage. While we feel that we a lready offer a strong
benefits framework, we continue to explore ways to enhance it and ensure a consistent standard across all
our locations.
Working Conditions
We uphold fair and ethical working conditions and have clear procedures in place to address any concerns
related to workplace rights, privacy, and health and safety. Every employee has a dedicated People Partner
to whom they can always raise concerns or is sues in confidence. Besides this, as we transition from the
strategic split from GIG to a stand -alone Group, we have initiated work on the implementation of a new
whistleblower management system (further information is provided in Section 7). Our ongoing c ommitment
to fostering an environment where employees feel supported, valued and empowered to do their best work
is also shown through our Diversity, Equity, and Inclusion, Grievance, and Harassment and Bullying policies
to ensure a fair and supportive wo rkplace where everyone feels valued and heard and safe to raise their
voice.
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5.3 COMMUNITY RELATIONS & CSR INITIATIVES
AskGamblers Awards
Each year, just before the AskGamblers Awards in mid -June, we hold the AskGamblers Charity Night. This
night is dedicated to giving back to those in need, and it has become a sought -after yearly tradition. The
highlight of this evening is an auction featuring the top placements on our website (www.askgamblers.com).
All proceeds from the auction are donated to charity, supporting various causes around the world.
During the month of September, we showcase and highlight the casinos that won auction spots on our site
to ensure that the charitable donations made by the participating casinos are celebrated and recognized.
Each year, we select a specific charity or organization to receive the funds raised from the auction. The
amount raised and the cause it supports vary each year, but the goal remains the same: to make a positive
impact. Here is a breakdown of some of the incredible initiatives we have supported:
● 2024: A record €106,500 was donated to HISBAS (Hydrocephalus and Spina Bifida Association of
Serbia) to aid in their ongoing efforts to improve the lives of children affected by hydrocephalus and
spina bifida in Serbia.
● 2023: A total of €75,000 was raised, with €40,000 going to the Danish Refugee Council for their
initiatives to enhance child-friendly spaces in Tanzania’s Nduta and Nyarugusu refugee camps.
The remaining €35,000 was donated to UNICEF to help strengthen core resources for children in
Serbia.
Through these charitable initiatives, AskGamblers continues to use its platform to bring about meaningful
change, and we are grateful to the casinos and individuals who contribute to making these donations possible.
Each year, we are proud to see the impact of our efforts and to know that the funds raised are helping those
who need it most.
AskGamblers’ Commitment to Responsible Gambling
Since its inception, AskGamblers has been built with the mission of fostering a community where players can
share their honest opinions and experiences about online casinos. From the very beginning, the core goal
has been to create a space where players ca n learn from each other and access reliable, user -generated
content to make informed decisions.
Over time, this vision has evolved into our guiding slogan: "Get the Truth. Then Play." This phrase perfectly
encapsulates everything we stand for. It highlights our commitment to transparency and honesty in all the
information we provide. At AskGamblers, we believe that knowing the full story about a casino—whether it is
about trustworthine ss, customer service, bonuses, or payment methods —is crucial before making any
commitment to play.
Our aim is simple yet powerful: we want to arm players with all the necessary information they need before
they choose to play at a particular casino. By providing detailed reviews, ratings, and user feedback, we help
players navigate the often -overwhelming world of online gambling, ensuring they can make choices based
on facts, not just promotions or advertisements.
In short, AskGamblers is not just a platform for information; it is a community -driven resource built on the
foundation of honesty, transparency, and trust. "Get the Truth. Then Play." is not just a slogan —it is the
standard we hold ourselves to every day.
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To further enhance the player experience and uphold our duty of care towards our players, we have rolled
out the following three significant initiatives:
1. Educational Blog : As part of our commitment to responsible gambling, we have developed a
comprehensive blog. This blog aims to educate players on the rules and strategies for various casino
games.
2. AskGamblers’ Education Corner : A recently launched initiative, this project is dedicated to
discussing responsible gambling, addressing problem gambling, and providing strategies to combat
these issues. The Education Corner will host articles, news, and blogs focused on these topics,
creating a space for vital information. This is an ongoing project, and we continue to add valuable
content to promote awareness and healthier gambling habits.
3. Little Mic News : Another new project aimed at keeping players informed is our Little Mic News
initiative, available on LinkedIn and Instagram. This project focuses on summarizing the most
significant gambling news from the previous week, with an emphasis on developments related to
responsible gambling and legal changes across the global gambling landscape. By highlighting these
updates, we ensure our community stays up to date with the latest trends and legal shifts.
Through these initiatives, AskGamblers strives to be more than just a casino review site - we are a resource
committed to educating and supporting our community in making responsible gambling choices. Whether
through providing transparency on casinos, prom oting responsible gambling practices, or keeping players
informed about the latest industry developments, we aim to create a well-rounded experience that empowers
players to make informed, responsible decisions.
Successful Earth Day 2024
‘Protecting our Planet’ event was held on 22nd April 2024. Gentoo hosted guest speaker Alexis Normand,
CEO and co-founder of Greenly, to share his expert knowledge on defining ‘emissions’ and their causes, how
we can all make a positive difference to our p lanet and to raise overall awareness of climate change across
the organisation.
World Ocean’s Day 2024 Beach Clean-up
In June 2024, three members of our team in Malta joined forces with local beach cleanups to help clear
rubbish from several beaches across the island and the sea in support of the United Nation’s World Oceans
Day.
Greenly Environmental Survey
We asked our teams to participate in an Environmental Survey to help the Group understand the amount and
sources of emissions generated by every individual in association with their employment with Gentoo, through
asking questions regarding the source of transport and distance of commuting to and from the office and the
sources of energy used when working from home, amongst others. The results were incorporated in the
workings used to calculate GHG emissions, as outlined in Section 4.2.
Offsetting emissions and reforesting the world with TreeNation
All new joiners get a welcome gift from the Company to reward participation in sustainability events, this being
the planting of trees in TreeNation projects. In 2024, Gentoo Media alone planted 1955 trees in the
#GentooForest offsetting 199.12 tCO2.
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Host the vendor
The Gentoo Media team from Serbia supported the street magazine LICEULICE (meaning "Face of the
Street") through the ‘Host the Vendor’ initiative, providing shelter to street vendors during the heatwave in
Belgrade. LICEULICE is distributed by members of marginalized groups, who earn 50% of the revenue from
each copy sold. However, it is more than just a magazine; it’s a lifeline for many, promoting the inclusion of
socially disadvantaged and vulnerable people through various community programs. The goal of the initiative
was to provide shelter to street vendors from the heatwave and spend some time to get to know them and
buy magazines. Our office gathered 30 employees that day and spent a wonderful 2 hours with lovely sellers.
On top of this, they managed to reach record sales in one day of 92 copies of the magazine, which we are
mostly proud of!
Company volunteer days given to our employees
As part of our commitment to giving back, every employee in the Group has the opportunity to dedicate one
workday to making a meaningful impact, whether that is supporting a cause close to their heart, contributing
to society, or helping the local communit y. We want to increase awareness of this initiative so more of our
people take advantage of their volunteer day. In 2024, 52 employees used their day for a variety of causes,
including volunteering at animal shelters, donating blood, and participating in t he beach cleanup in Malta.
Our goal for 2025 is to double that number by actively promoting the program throughout the year and making
it easier for employees to get involved.
KEY PERFORMANCE INDICATORS (for Social & Employee Matters)
KPI Description Target Actual (for 2024) Comments
Adherence to
response
timeframe
allowed by
Authorities
Meeting deadlines 100% 100% N/A
License
Compliance
Rate
Percentage of
gaming licenses in
good standing and
renewed on time
100% 100% N/A
Regulatory
Reporting
Timeliness
Percentage of
reports submitted to
regulators on time
100% 100% N/A
Diversity in
Management
Percentage of men
and women in
management
positions
50/50 37.8% women to
62.2% men
+2.9 percentage points
in women
representation from
2023.
Continue efforts to
improve gender balance
in leadership.
RISKS AND RISK MANAGEMENT (for Social & Employee Matters)
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Principal Risk Description Potential Impact Key Controls &
Mitigations
Missed regulatory updates
& mis-identification of
applicable regulatory
updates
Due to the business’
operations in several
jurisdictions with different
legislation and regulations,
the business risks
responding too late to
regulatory changes and
implements changes
beyond the effective date.
Non-compliance to
regulations risking getting
flagged by Authorities
potentially leading to
warnings, fines and/or
sanctions.
As the Compliance
function develops, we
plan to move from ad-
hoc monitoring to
planned, periodic
monitoring of our assets.
Gap analysis will be
shared with relevant
teams along with
suggested
improvements. It is also
the plan to implement a
standardised and
efficient change
management process.
Lack of company-wide
awareness of Gentoo's
regulatory requirements
Lack of company-wide
awareness of Gentoo's
regulatory requirements.
Non-compliance to
regulations potentially
leading to warnings,
financial penalties and
sanctions imposed by
regulators.
Enrolment of a
company-wide
compliance training
program.
Third-party risk Risk emanating from
entertaining relations with
our partners.
The Company may be
subject to different risks
emanating from its
partners, with the business
and brand at stake.
Risk appetite level to be
set by the Board and
followed by
management.
Due diligence procedure
is to be rolled out in Q1
2025.
Diversity, Equity &
Inclusion (DEI)
development opportunities
A lack of diversity and
inclusive culture can lead to
discrimination, reputational
damage, and
disengagement with our
people.
A lack of diversity and
inclusion can weaken
collaboration, hinder
innovation, and damage
the Group’s reputation,
potentially leading to lost
investor confidence and
legal exposure.
Diversity targets in
promotions and policies
for internal promotions.
Regular unconscious
bias training and DEI
programs for
management.
Equal treatment and
opportunities for all
Gender equality and equal
pay for work of equal value.
Discriminatory pay
practices can have a
severe reputational
damage to the operations
of the Group, especially if
they are seen to favour one
gender over another.
We are aware there
might be a risk and how
this can impact our
people; we have begun
the assessment in
accordance with the EU
Pay Transparency
Directive, which comes
into effect in June 2026,
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6. HUMAN RIGHTS MATTERS
As a starting point, every employee at Gentoo Media has joined voluntarily and no one has been forced into
employment. During our hiring process, we ensure that all candidates meet the legal working age
requirements in every location where we operate. Our hiring process is structured and fair, and in this respect,
all suitable candidates are treated equally and given the same opportunity for an initial interview.
At Gentoo Media, we are committed to upholding and protecting the rights of our employees and partners
through clear policies and responsible practices. Our People team conducts an annual review of all policies
to ensure they remain relevant, effective, an d aligned with best practices, such as our Diversity, Equity and
Inclusion Policy, Harassment & Bullying Policy and Grievance policy.
We prioritize Diversity, Equity, and Inclusion, Health and Well-being, the Right to Disconnect, and protections
against Harassment and Bullying, Grievance procedures among others, to ensure a safe, inclusive, and
ethical workplace. Across all our offices, we have safety measures in place (such as fire extinguishers, water
sprinklers, smoke alarms) and additionally, in 2025, we aim to have designated officers also certified in first
aid who would provide first-hand assistance if and when needed.
The above is our commitment to continuously improve our approach to human rights, ensuring that everyone
who works with us is safe and treated with dignity and respect.
7. ANTI-BRIBERY AND CORRUPTION
Our business and reputation are built upon fair, lawful, responsible and ethical conduct and, therefore, we
are committed to continue working towards achieving the highest standards of ethical conduct and integrity
to identify and address
any potential pay gaps.
Workplace culture and
employee engagement
Poor workplace culture and
lack of communication
leading to high turnover
and disengagement.
Reduced productivity and
employee retention.
Regular engagement
surveys.
Transparent
communication having
Group-wide “all hands”
and implementation of
an intranet.
Ensuring employees feel
connected to company
values by involving them
in defining who we are
and what we stand for
making our people feel a
sense of belonging.
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across our operations on a day-to-day basis and in all dealings, both internally and externally, with colleagues,
customers, suppliers and regulators.
Maintaining our reputation for business integrity and excellence requires careful observance of all applicable
laws and regulations which also extends to having regard for the highest standards of personal integrity.
Our Code of Conduct sets out the standards that form the honest, ethical foundations for the way that Gentoo
does and operates its business covering issues such as market operations, countering bribery, corruption,
harassment and fraud. Compliance with our Code of Conduct is non-negotiable, and alongside this
document, all stakeholders are expected to exercise good judgment, based on high ethical principles, for
guidance as to what is acceptable conduct and what is not.
7.1 BUSINESS INTEGRITY
The Group operates in several jurisdictions world -wide, with differing levels of regulation, enforcement and
control, which expose the business to different types and varying levels of risk, specifically emanating from:
● Financial systems;
● Gaming regulation; and
● Suppliers and partners (online casino/sports betting operator) requirements and compliance thereof.
Developed countries having established financial systems with robust enforcement and supervisory
frameworks may indicate that any of our transacting parties (suppliers and customers) that operate in such
markets, have been vetted by licensed financial inst itutions, which in turn are subject to stringent regulation
and enforcement, thus providing a higher level of comfort that our contracting parties are of good standing
and, specifically, that funds received from our customers are derived from legitimate sources, as opposed to
jurisdictions with lax financial crime controls.
Another factor that highly impacts the Group’s business integrity is the appetite and level of gaming regulation
across different jurisdictions. Highly regulated markets with high levels of monitoring and enforcement
translate to reputable customers that comply with the respective laws and regulations, which in turn, expose
the Group to a lower risk of non -compliance which may ultimately lead to financial penalties and sanctions.
Unregulated markets and/or those with less stringent gaming regulations may at tract operators with
insufficient resources to be able to enter regulated markets and/or operators looking to disguise illicit business
operations as gambling operations, in turn subjecting the Group to a risk of financial loss (should a customer
fails to honour payment terms) and/or reputational damage (should ML/FT risk materialise).
In an attempt to continuously maintain a high standard of business integrity, Gentoo refers to a number of
standard-setting bodies and EU documents, including the Financial Action Task Force “Grey” and “Black”
lists, EU Commission List of High-Risk Third Countries and the EU’s AML/CFT Directives and applies a risk-
based approach to managing and treating risk emanating from financial crime including corruption, bribery
and the resultant money-laundering and/or terrorist financing. The Group follows the risk appetite proposed
by the Board’s Legal and Compliance function when evaluating new target markets and the impact of changes
(such as geopolitical, regulatory) in existing markets. The Group may completely disregard a market should
the level of risk be unacceptable to the Group or otherwise apply a level of due diligence proportionate to the
level of risk posed by a market and corresponding customer operating in that specific market.
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Reference is to be made to Section 5.1 ‘Third -Party Risk Management’ for further information on the scope
of CDD.
7.2 WHISTLEBLOWER PROTECTION
The prevention, detection and reporting of bribery and corruption is the responsibility and duty of all Group
stakeholders, including employees, Board members and shareholders. It is mandatory for all new employees
to attest to have read and understood the contents of our Code of Conduct prior to their employment starting
date and all employees are expected to report any wrongdoings throughout the course of their employment.
In this respect, protection of all whistleblowers against retaliation is our top pr iority in order to ensure a safe
environment where anyone is encouraged to report, while ultimately safeguarding the business from existing
and potential wrongdoings and their adverse impacts, which help towards business longevity.
Following the spin -off, the Group is in the process of setting up a whistleblowing management system - a
reporting channel which facilitates anonymous reporting and, thereafter, anonymous dialogue between the
whistleblower and our Whistleblowing Officer to share progress on the investigation and resolution. While the
system is being set up across all Group entities, the Group encourages all individuals to come forward and
raise concerns of suspected or actual cases of bribery and corruption to the Whistlebl owing Officer, in
confidence.
While no incidents of bribery and corruption were reported in 2024, we envisage that the whistleblowing
management system to be rolled out in 2025, will raise further awareness of the importance of reporting such
wrong-doings and encourage employees to disclose any suspected or knowledge of such behaviour.
RISKS AND RISK MANAGEMENT (Anti-Bribery and Corruption)
Bribery and corruption pose significant risks to Gentoo, impacting legal, financial, operational, and
reputational aspects. Legal risks include potential fines, criminal prosecution, and civil liability, while
reputational risks involve a loss of public tr ust and negative media coverage. Financial risks can arise from
penalties, higher operational costs, and the loss of business opportunities. Operationally, corruption can lead
to inefficiency, favoritism, and internal conflicts.
To manage these risks, Gentoo expects all its employees and Board of Directors to abide by its Code of
Conduct, which explicitly highlights its zero-tolerance stance on bribery and corruption. In this regard, all new
hires need to attest to having read Gentoo’s Code of Conduct prior to their starting date. Additionally, Gentoo
expects top management to lead by example and demonstrate a commitment to anti -corruption efforts,
ensuring transparency in decision-making and independent oversight.
When it comes to bribery and corruption risks emanating from its partners, as specified earlier, Gentoo is
also working on a robust vetting process as highlighted in Section 5.1. Internal controls, such as internal
audits and the implementation of the four -eye principle in day -to-day operations help detect unethical
practices prior to the risk materialising.
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8. OTHER MATTERS
As an affiliate marketing company, the Group is largely dependent on certain business relationships along its
value chain.
From a supply chain perspective, the Group's product offerings rely heavily on search engine optimization
(SEO), making third-party search engines—particularly Google's—critical to its operations. While changes to
search engine algorithms can positively im pact the business with higher website rankings, these may also
significantly disrupt website rankings in search results, which in turn reduces traffic to the Group’s websites.
Search engines use complex algorithms to rank their search results, taking several different factors into
account. Google adjusts these factors and its search engine multiple times a year. Such ongoing adjustments
are minor changes that, although impacting the presentation of search results, ranking factors and recognition
of search intent (amongst others), do not have any noticeable impact on the overall search engine result
page. However, Google also releases updates to its core algorithm (“Google Core Updates”) several times a
year, which are significant changes made to its core algorithm (not to ranking factors) and often have a
considerable impact on search results, and therefore, the visibility and ranking of our websites.
While other updates often have a clearly defined target (e.g. the introduction of a new ranking factor or new
technology), Google Core Updates are focused on improving the overall quality of results users get from the
Google search engine. These are part o f Google’s efforts to present relevant and authoritative content to
searchers.
Google always officially announces its core updates prior to the release of the updates, however, the negative
impact of any update cannot be mitigated beforehand and is only realised once the update is fully released
(which may take a couple of days or extend to several weeks).
In the course of 2024, Google released four core updates, with the most significant one being the “March
2024 Core Update & Spam Update”. With this update, Google aimed to remove any content from search
results that was created to manipulate rankings and aimed to deliver unique, high-quality results that may be
more useful to users. This update was a much more complex Core Update than usual, as several ranking
systems were being updated. Additionally, Google also rolled out a Spam Update with new and improv ed
spam policies to keep low-quality content out of search results.
Our flagship site, Casinotopsonline.com 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. Nonetheless, the business has y et to realise a turn -around for Casinotopsonline.com, which was
a strong revenue and player intake driver in 2023 and earlier years. It remains a focal point in the organisation
to realise said turn -around and a dedicated team has worked throughout 2024 to make this a reality. This
work will also continue in 2025 until success is achieved.
With the diversification strategy in place in Q4 2024, 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.
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9. CONSOLIDATED DISCLOSURES PURSUANT TO ARTICLE 8 OF THE TAXONOMY
REGULATION
In order to achieve the targets established by the European Union (‘EU’) of reaching net zero greenhouse
gas (‘GHG’) emissions by 2050, with an interim target of reducing GHG emissions by 55%, compared to 1990
levels, by 2030, the EU has developed a classi fication system, by virtue of the EU Taxonomy Regulation 1,
(‘the EU Taxonomy’) which establishes the criteria for determining whether an economic activity qualifies as
environmentally sustainable.
The EU Taxonomy establishes criteria in terms of six environmental objectives, against which entities will be
able to assess whether economic activities qualify as environmentally sustainable.
In order to qualify as such, an economic activity must be assessed to substantially contribute to at least one
of these environmental objectives, whilst doing no significant harm (‘DNSH’) to the remaining objectives. This
is achieved by reference to techni cal screening criteria established in delegated acts to the EU Taxonomy.
The economic activity is also required to meet minimum safeguards established in the EU Taxonomy.
The six environmental objectives considered by the EU Taxonomy are the following, where climate -related
environmental objectives (i-ii below) are established in the Climate Delegated Act2 (‘CDA’), whilst non-climate
environmental objectives (iii -vi below) are established in the Environmental Delegated Act 3 (‘EDA’). This
financial year is the third reporting period where the Group is reporting in the context of the EDA, which was
formally adopted in 2023.
i. Climate change mitigation (‘CCM’);
ii. Climate change adaptation (‘CCA’);
iii. Sustainable use and protection of water and marine resources (‘WTR’);
iv. Transition to a circular economy (‘CE’);
v. Pollution prevention and control (‘PPC’); and
vi. Protection and restoration of biodiversity and ecosystems (‘BIO’).
A Delegated Act to the EU Taxonomy was issued in 2021, supplementing Article 8 of the EU Taxonomy (‘the
Disclosures Delegated Act 4’), which establishes the disclosure requirements of entities within the scope of
the EU Taxonomy.
This currently comprises entities subject to an obligation to publish non -financial information pursuant to the
Non-Financial Reporting Directive5, (‘NFRD’), emanating from Article 19a or 29a of the Accounting Directive6.
The Disclosures Delegated Act was further updated in 2023 by the Complementary Climate Delegated Act
to include certain energy activities relating to fossil gas and nuclear energy.
1 EU Regulation 2020/852
2 Commission Delegated Regulation 2021/2139
3 Commission Delegated Regulation 2023/2486
4 Commission Delegated Regulation 2021/2178
5 EU Directive 2014/95/EU. NFRD entities are public interest entities exceeding an average of 500 employees during the reporting
period. The introduction of EU Directive 2022/2464/EU (the Corporate Sustainability Reporting Directive, ‘CSRD’, which will replace
the NFRD) will significantly extend the scope of EU Taxonomy reporting.
6 EU Directive 2013/34/EU
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In the following section, the Group, as a non-financial parent undertaking, presents the share of its turnover,
capital expenditure (CapEx) and operating expenditure (OpEx) for the reporting period ended 31 December
2024, which are associated with the following, in accordance with the Disclosures Delegated Act;
● Taxonomy-eligible and Taxonomy -aligned economic activities in respect of climate -related
environmental objectives; and
● Taxonomy-eligible economic activities in respect of non-climate environmental objectives.
This does not include subsidiary level Taxonomy KPIs in the contextual information, which are only required
where the parent undertaking identifies significant differences between the risks or impacts of the Group and
those of the subsidiaries, in line wit h FAQ 12 in the Commission Notice on the interpretation and
implementation of certain legal provisions of the Disclosures Delegated Act under Article 8 of EU Taxonomy
Regulation on the reporting of Taxonomy -eligible and Taxonomy -aligned economic activities and assets
(second Commission Notice). The Group is currently in the process of identifying such risks and impacts as
part of its preparation for subsequent reporting, depending on the outcome of the EU’s Omnibus Package
proposal for CSRD simplification, CSRDDD, the EU Taxonomy and the CBAM.
The Group does not identify any significant differences between the risks or impacts of the Group and those
of its subsidiaries. In addition, none of the Group’s subsidiaries are currently obliged to publish non -financial
information pursuant to the NFRD. Neither do they avail of the subsidiary exemption emanating from
paragraph (9) of Article 19a, or paragraph (8) of Article 29a, of the Accounting Directive, respectively.
9.1 OUR ACTIVITIES
9.1.1 Overview
The proportion of taxonomy -eligible and taxonomy-aligned economic activities in total turnover, CapEx and
OpEx are presented in the table below:
Total (€000)
Proportion of
taxonomy-eligible
(non-aligned)
economic
activities
Proportion of
taxonomy-aligned
economic activities
Proportion of
taxonomy non -
eligible economic
activities
FY 2024:
Turnover 122,778 0% 0% 100%
CapEx 18,408 11.3% 0% 88.7%
OpEx 26,671 0% 0% 100%
FY 20237:
Turnover 88,616 0% 0% 100%
CapEx 24,728 2.1% 0% 97.9%
OpEx 103 0% 0% 100%
7 The figures relating to the discontinued operations have been excluded for comparability.
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● A ‘Taxonomy-eligible economic activity’ means an economic activity that is described in the
delegated acts supplementing the Taxonomy Regulation (that is, either the Climate Delegated Act or
the Environmental Delegated Act), irrespective of whether that economic activity meets any or all of
the technical screening criteria laid down in those delegated acts.
The Climate Delegated Act is structured such that Annex I contains a list of activities and the
respective technical screening criteria in relation to the Climate Change Mitigation objective, whereas
Annex II relates to the Climate Change Adaptation objective, with potentially different activities being
considered in the different annexes. The Environmental Delegated Act similarly comprises respective
lists of activities and technical screening criteria in relation to the non -climate environmental
objectives therein.
● A ‘Taxonomy-aligned economic activity’ refers to a taxonomy-eligible activity which complies with
the technical screening criteria as defined in the Climate Delegated Act or Environmental Delegated
Act and is carried out in compliance with minimum safeguards regarding human and consumer rights,
anti-corruption and bribery, taxation, and fair competition. To meet the technical screening criteria,
an economic activity must contribute substantially to one or more environmental objectives while
‘doing no significant harm’ to any of the remaining environmental objectives therein.
● A ‘Taxonomy-non-eligible economic activity’ refers to any economic activity that is not described
in the delegated acts supplementing the EU Taxonomy.
9.2 TAXONOMY-ELIGIBLE AND TAXONOMY-ALIGNED ECONOMIC ACTIVITIES
9.2.1 Identification of Taxonomy-eligibility of Turnover-generating Activities
The identification of any Taxonomy -eligible activities performed by the Group was carried out by extracting
the total turnover, CapEx and OpEx required to be captured in the denominators of the respective KPIs and
assessing the NACE code of the activities to which the amounts relate. The Group then assessed which of
the identified NACE codes relate to activities included within the annexes to the Climate Delegated Act and
Environmental Delegated Act.
The Group’s economic activities (i.e. affiliate marketing services) are not captured as part of the Climate
Delegated Act or Environmental Delegated Act and therefore the Group has fully classified its turnover -
generating activities as taxonomy non-eligible.
Therefore, CapEx and OpEx associated with turnover -generating activities are also considered to be
taxonomy non-eligible.
9.2.2 Taxonomy eligibility of Investment Activities not directly related to turnover -generating
activities
Further to the activities from which the Group generates turnover, which generally incur both CapEx and
OpEx, the Group also engages in investment activities not directly related to its turnover-generating activities.
Such investment activities which are taxonomy-eligible have been highlighted below.
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Economic
activity
Description of
the taxonomy -
eligible
purchased
output or
individual
measure
CapEx
(%)*
OpEx
(%)*
Environmental
objective(s)
NACE Code
7.7 Acquisition
and ownership
of buildings
The acquisition of
leasehold
property to be
utilised internally
by the Group
11.3% - CCM, CCA L68.2
*% of the total CapEx and OpEx included in the denominator of the respective KPI
9.2.3 Taxonomy Alignment
For the identified eligible activities (i.e. the acquisition of leasehold property to be utilised internally by the
Group), the Group then began the process to begin assessing them against the technical screening criteria.
Determining whether an activity meets the requirements to be classified as taxonomy -aligned requires
considerable detailed information about the activity in order to properly assess it against the established
technical screening criteria.
The Group is currently in the process of gathering the necessary information in order to conclude that
activities may be considered as taxonomy -aligned and verifying its accuracy. As a result of the ongoing
process, the Group has not been able to substantiate the alignment of any of its activities in the current year.
Therefore, as a result of no activities being considered as taxonomy -aligned in the current year, disclosure
requirements surrounding the assessment of taxonomy -alignment in accordance with section 1.2.2.1 of the
Disclosures Delegated Act are not deemed to be applicable to the Group.
9.3 OUR KPIs AND ACCOUNTING POLICIES
The key performance indicators (‘KPIs’) comprise the turnover KPI, the CapEx KPI and the OpEx KPI. In
presenting the Taxonomy KPIs, the Group uses the templates provided in Annex II to the Disclosures
Delegated Act. The Group also presents comparative figures on Taxonomy-alignment.
Moreover, since the Group does not carry out any of the activities related to fossil gas and nuclear energy (activities listed
in Sections 4.26-4.31 in Annex II to the Delegated Act and which are also presented hereunder), the Group only publishes
Template 1 of Annex XII of the Disclosures Delegated Act as regards activities in certain energy sectors.
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Row Nuclear energy related activities
1 The undertaking carries out,
funds or has exposures to
research, development,
demonstration and deployment
of innovative electricity
generation facilities that produce
energy from nuclear processes
with minimal waste from the fuel
cycle.
NO
2 The undertaking carries out,
funds or has exposures to
construction and safe operation
of new nuclear installations to
produce electricity or process
heat, including for the purposes
of district heating or industrial
processes such as hydrogen
production, as well as their
safety upgrades, using best
available technologies.
NO
3 The undertaking carries out,
funds or has exposures to safe
operation of existing nuclear
installations that produce
electricity or process heat,
including for the purposes of
district heating or industrial
processes such as hydrogen
production from nuclear energy,
as well as their safety upgrades.
NO
Fossil gas related activities
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4 The undertaking carries out,
funds or has exposures to
construction or operation of
electricity generation facilities
that produce electricity using
fossil gaseous fuels.
NO
5 The undertaking carries out,
funds or has exposures to
construction, refurbishment, and
operation of combined heat/cool
and power generation facilities
using fossil
gaseous fuels.
NO
6 The undertaking carries out,
funds or has exposures to
construction, refurbishment and
operation of heat generation
facilities that produce heat/cool
using fossil
gaseous fuels
NO
Template 1 Nuclear and fossil gas related activities for financial year 2024
For all three Taxonomy tables (that is, Turnover, CapEx and OpEx tables), the following applies:
● Section A.1 ‘Environmentally sustainable activities (Taxonomy-aligned)’ columns 5 to 10 are marked as ‘N’ given
that the Group has not identified any Taxonomy-aligned balances;
● The columns 11-17 are marked as ‘-’ since under “DNSH Criteria” and “Minimum Safeguards”, there is no current
Taxonomy-alignment assessment to be reported.
The specification of the KPIs is determined in accordance with Annex I to the Disclosures Delegated Act. The Group
adopts the methodology to determine taxonomy-alignment in accordance with the legal requirements and describes
its policies in this regard as outlined in the subsequent sections.
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9.3.1 Turnover KPI
Definition: The proportion of taxonomy-aligned economic activities of the total turnover has been calculated as the part
of net turnover derived from products and services associated with taxonomy -aligned economic activities (numerator)
divided by the net turnover (denominator), in each case for the financial year from 1 January 2024 to 31 December 2024.
Turnover KPI = (Net turnover from services associated with taxonomy aligned activities) ÷ Net turnover
Given that the Group has not identified any taxonomy -aligned economic activities (since none of the business’ activities
are taxonomy-eligible), taxonomy-alignment is not possible to be assessed.
The denominator of the turnover KPI is based on the consolidated net turnover in accordance with paragraph 82(a) of
IAS 1. For further details on our accounting policies regarding the Group’s consolidated net turnover, refer to disclosure
note 1.22 ‘Revenue recognition’ in the Group’s consolidated financial statements included in this Annual Report.
Reconciliation: The Group’s consolidated net turnover captured in the denominator of the KPI of €122,772,975
reconciles with the amount disclosed in the ‘Revenue’ financial statement line item included in the ‘Income Statements’
in the consolidated financial statements included in this annual report.
The full amount of €122,772,975 is disclosed as ‘Turnover of Taxonomy non-eligible activities’ in the Turnover KPI.
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9.3.2 CapEx KPI
Definition: The CapEx KPI is defined as taxonomy-aligned CapEx (numerator) divided by the Group’s total CapEx
(denominator):
CapEx KPI = (CapEx from services associated with taxonomy aligned activities) ÷ Total CapEx
Total CapEx consists of additions to tangible and intangible fixed assets during the financial year, before
depreciation, amortisation, and any remeasurements, including those resulting from revaluations and impairments,
as well as excluding changes in fair value.
It includes acquisitions of tangible fixed assets (IAS 16), intangible fixed assets (IAS 38) and right -of-use assets
(IFRS 16) and additions as a result of business combinations. Acquisitions of investment properties (IAS 40) would
also be captured, however, the Group had no such additions in the current year.
For further details on our accounting policies regarding the Group’s CapEx, refer to disclosure notes 1.7 ‘Property
plant and equipment’, 1.6 ‘Intangible assets’, 1.8 ‘Leases’ and 1.2 ‘Business Combinations and Consolidations’ in
the Group’s consolidated financial statements included within this Annual Report.
The Disclosures Delegated Act established three categories under which to classify CapEx:
(a) CapEx related to assets or processes that are associated with Taxonomy -aligned economic activities
(“category a”). In this case, the Group considers that assets and processes are associated with Taxonomy-
aligned economic activities where they are essential components necessary to execute an economic
activity.
The Group follows the generation of external revenues as a guiding principle to identify economic activities
that are associated with CapEx under this category (a). Given that none of the Group’s turnover -
generating activities are classified as taxonomy -eligible (and hence, not taxonomy -aligned), no
CapEx has been identified under this category.
b) CapEx that is part of a plan to upgrade a Taxonomy -eligible economic activity to become Taxonomy -
aligned or to expand a Taxonomy -aligned economic activity (“category b”). Given that none of the
Group’s turnover -generating activities are classified as taxonomy -eligible (and hence, not
taxonomy-aligned), no such plan may be developed by the Group, and therefore, no CapEx is
considered to be eligible under this category.
c) CapEx related to the purchase of output from Taxonomy -aligned economic activities and individual
measures enabling certain target activities to become low -carbon or to lead to GHG reductions
(“category c”).
The Group distinguishes between the purchase of output and individual measures as follows:
● ‘Purchase of output’ relates to when the Group just acquires the product or service that is mentioned in
the activity description.
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● ‘Individual measure’ refers to when the Group acquires a product through an activity that is regularly
performed by the supplier, but where the Group controls the content and design of the product in detail.
Eligible CapEx under this category has been disclosed in the table named ‘Individually taxonomy-eligible
CapEx/OpEx and the corresponding economic activities’ in the ‘Taxonomy eligibility of investment
activities not directly related to turnover -generating activities’ section above. The full amount of CapEx
considered under this category relates purely to ‘purchase of output’.
Purchases of output qualify as taxonomy -aligned CapEx in cases where it can be verified that the
respective supplier performed a taxonomy-aligned activity to produce the output that the Group acquired.
Since taxonomy-alignment also includes DNSH criteria a nd minimum safeguards, the Group is not able
to assess the Taxonomy -alignment on its own. For the purchased output in 2023, we were not able to
obtain any conclusive confirmation of taxonomy-alignment.
Reconciliation: The Group’s total CapEx captured in the denominator of the KPI can be reconciled to the
consolidated financial statements of the Group included in this Annual Report, by reference to the respective
disclosures capturing the additions for property, plant and equipment, intangible assets, and right-of-use assets.
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CapEx Reconciliation 2024
(€000)
20238
(€000)
CapEx as per KPI denominator
18,408
24,728
Additions as per the consolidated
financial statements relating to:
18,408 24,728
Tangible Assets (Property, Plant
and Equipment)
656 3,439 Disclosure note 9
Intangible assets 15,672 526 Disclosure note 8
Right-of-use assets 2,080 20,762 Disclosure note 5
Difference - -
From the amounts disclosed above, the full amount of €656,163 allocated to ‘Property, plant and equipment’ and
€15,672,044 allocated to ‘Intangible assets’ are disclosed as ‘CapEx of Taxonomy non -eligible activities’ in the
CapEx KPI.
The full amount of €2,080,524 allocated to ‘Right-of-use assets’ is disclosed as taxonomy-eligible under activity 7.7
‘Acquisition and ownership of buildings’ in the CapEx KPI.
8 The figures relating to the discontinued operations have been excluded for comparability.
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9.3.3 OpEx KPI
Definition: The OpEx KPI is defined as taxonomy -aligned OpEx (numerator) divided by the Group’s
total OpEx (denominator):
OpEx KPI = (OpEx from services associated with taxonomy aligned activities) ÷ Total OpEx
Total OpEx consists of direct non -capitalised costs that relate to all forms of maintenance and repair.
This includes staff costs, costs for services and material costs for daily servicing as well as for regular
and unplanned maintenance and repair measure s. Direct non-capitalised costs in relation to research
and development, building renovation measures and short -term leases would also be captured,
however, no such costs were incurred in the current year. It does not include expenses relating to the
day-to-day operation of PPE, such as raw materials, cost of employees operating any equipment and
electricity or fluids that are necessary to operate the PPE. Amortisation and depreciation are also not
included in the OpEx KPI.
The Group also excludes direct costs for training and other human resources adaptation needs from
the denominator and the numerator. This is because Annex I to the Disclosures Delegated Act lists
these costs only for the numerator, which does not allow a mathematically meaningful calculation of the
OpEx KPI.
The OpEx of the Group recognised during the financial year ended December 2024 is disclosed further
in the Group’s consolidated financial statements included within this annual report in disclosure note 23
‘Net Revenue and other operating expenses’. The f ull amount included in the denominator of the KPI
of €26,000 is captured in the ‘other operating expenses’ segment of part b ‘Other operating expenses’
of disclosure note 23.
Given that the Group has not identified any CapEx as being taxonomy -aligned, naturally, no OpEx is
able to be considered as taxonomy-aligned.
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Statements of financial position
Group Company
As at 31 December
Notes 2024 2023 2024 2023
€ € € €
ASSETS
Non-current assets
Intangible assets 8 96,202,260 93,017,113 - -
Property, plant and equipment 9 1,037,497 953,206 - -
Right-of-use assets 5 2,901,820 2,166,494 - -
Investments in subsidiaries 10 - - 33,700,911 135,392,664
Deferred income tax assets 22 19,745,676 5,987 - -
Trade and other receivables 11 - 890,835 - -
Total non-current assets 119,887,253 97,033,635 33,700,911 135,392,664
Current assets
Trade and other receivables 11 26,996,001 18,528,395 2,261,423 1,147,009
Cash at bank and other
intermediaries
12
11,283,801
15,326,692
223,832
9,517,738
38,279,802 33,855,087 2,485,255 10,664,747
Assets classified as held for
distribution to owners
7
-
130,900,010
-
-
Total current assets 38,279,802 164,755,097 2,485,255 10,664,747
Total assets 158,167,055 261,788,732 36,186,166 146,057,411
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Statements of financial position - continued
Group Company
As at 31 December
Notes 2024 2023 2024 2023
€ € € €
EQUITY AND LIABILITIES
Equity
Share capital 13 14,638,000 50,000 14,638,000 50,000
Share premium 13 2,304,345 2,304,345 2,304,345 2,304,345
Capital reserves 15 84,349,890 151,701,963 67,367,933 129,571,597
Merger reserve 16 - 3,533,484 - 5,886,789
Other reserves 17 (731,227) (14,181,562) - -
Accumulated deficit (126,528,693) (73,484,973) (211,860,450) (142,664,072)
(25,967,685) 69,923,257 (127,550,172) (4,851,341)
Non-controlling interests 18 1,240,126 315,278 - -
Total equity (24,727,559) 70,238,535 (127,550,172) (4,851,341)
Liabilities
Non-current liabilities
Borrowings 20 89,475,654 74,551,082 89,475,654 74,551,082
Deferred income tax liabilities 22 2,447,660 3,990,421 - -
Lease liabilities 5 2,113,774 3,405,673 - -
Contingent consideration - 408,118
Deferred consideration 21 852,636 27,923,525 - -
Trade and other payables 19 - 1,862,575 - -
Total non-current liabilities 94,889,724 112,141,394 89,475,654 74,551,082
Current liabilities
Trade and other payables 19 11,896,898 12,340,070 55,359,347 61,566,085
Contingent consideration 740,586 360,716 - -
Deferred consideration 21 33,254,661 16,560,348 - -
Current income tax liabilities 24,824,109 4,324,430 40,010 40,010
Borrowings 20 16,200,349 3,164,698 18,861,327 14,751,575
Lease liabilities 5 1,088,287 1,701,310 - -
88,004,890 38,451,572 74,260,684 76,357,670
Liabilities directly associated with
assets classified as held for
distribution to owners
7
-
40,957,231
-
-
Total current liabilities 88,004,890 79,408,803 74,260,684 76,357,670
Total liabilities 182,894,614 191,550,197 163,736,338 150,908,752
Total equity and liabilities 158,167,055 261,788,732 36,186,166 146,057,411
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57
Statements of financial position - continued
The notes on pages 68 to 128 are an integral part of these consolidated financial statements.
The consolidated financial statements on pages 55 to 128 were authorised for issue by the Board of
Directors on 11 April 2025 and were signed on its behalf, as per the Directors' Declaration on the ESEF
Annual Financial Report submitted in conjunction with the Annual Report and Consolidated Financial
Statements 31 December 2024, by:
__________________________________ __________________________________
Mr. Jonas Warrer Mr. Giuseppe Muscat
Director Director
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58
Income statements
Group Company
Year ended 31 December
Notes 2024 2023 2024 2023
€ € € €
Net revenue 23(a) 122,772,975 88,616,883 - -
Operating expenses
Personnel expenses 24 (15,594,427) (10,176,446) - -
Depreciation and amortisation 5, 8, 9 (17,624,741) (12,487,809) - -
Impairment losses 10 - - (59,993,661) (55,614,924)
Marketing, including commission 23(c) (32,019,869) (26,777,432) - -
Other operating
(expenses)/income 23(b) (18,700,274) (9,725,658) (453,725) 10,397,671
Total operating expenses (83,939,311) (59,167,345) (60,447,386) (45,217,253)
Other income/(expense) 25 637,229 718,117 43,255 (898,382)
Operating profit/(loss) pre
transaction costs
39,470,893 30,167,655 (60,404,131) (46,115,635)
Transaction costs 23(d) - (2,007,435) - (1,690,743)
Operating profit/(loss) 39,470,893 28,160,220 (60,404,131) (47,806,378)
Finance income 26 373,720 - 1,301,515 -
Finance costs 27 (13,889,659) (9,470,908) (10,093,762) (7,611,025)
Profit/(loss) before tax 25,954,954 18,689,312 (69,196,378) (55,417,403)
Tax credit/(expense) 28 371,601 (3,245,902) - 21,187
Profit/(loss) for the year from
continuing operations
26,326,555 15,443,410 (69,196,378) (55,396,216)
Loss from discontinued
operations distributed to
owners 7 (78,912,417) (1,416,454) - -
Profit/(loss) for the year (52,585,862) 14,026,956 (69,196,378) (55,396,216)
Profit for the year is attributable
to:
Owners of the company from
continued operations
25,868,697 15,368,117
Owners of the company from
discontinued operations
(78,912,417) (1,416,454)
Non-controlling interests 457,858 75,293
(52,585,862) 14,026,956
The accompanying notes on pages 68 to 128 are an integral part of these consolidated financial statements.
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Annual Report and Consolidated Financial Statements – 31 December 2024
59
Statements of comprehensive income
Group Company
Year ended 31 December
2024 2023 2024 2023
€ € € €
Profit/(loss) for the year (52,585,862) 14,026,956 (69,196,378) (55,396,216)
Other comprehensive income
Items that may subsequently be
reclassified to profit or loss
Exchange differences on
translation of foreign operations
(311,842) (175,042) - -
Recycling of accumulated
exchange differences from
disposal of Platform & Sportsbook
segment
373,000 - - -
Total other comprehensive income
for the year, net of deferred tax
61,158 (175,042) - -
Total comprehensive income for
the year
(52,524,704) 13,851,914 (69,196,378) (55,396,216)
Total comprehensive income for
the year is attributable to:
Owners of the company (52,982,562) 13,776,621
Non-controlling interests 457,858 75,293
(52,524,704) 13,851,914
Total comprehensive income
attributable to the Owners of the
company relates to:
Total comprehensive income from
continuing operations
25,929,855 15,193,074
Total comprehensive income from
discontinued operations
(78,912,417) (1,416,453)
(52,982,562) 13,776,621
The accompanying notes on pages 68 to 128 are an integral part of these consolidated financial statements.
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Statements of changes in equity
Group Attributable to owners of the company
Non-
Note Share Share Capital Merger Other Accumulated controlling Total
capital premium reserves reserve reserves deficit Total interest equity
€ € € € € € € € €
Balance at 1 January 2023 50,000 2,304,345 145,902,884 3,533,484 (14,006,520) (87,436,646) 50,347,557 239,985 50,587,542
Comprehensive income
Profit for the year - - - - - 13,951,663 13,951,663 75,293 14,026,956
Other comprehensive income:
Currency translation differences 17 - - - - (175,042) - (175,042) - (175,042)
Total other comprehensive
income for the year, net of tax
- - - - (175,042) - (175,042) - (175,042)
Total comprehensive income
for the year
- - - - (175,042) 13,951,663 13,776,621 75,293 13,851,914
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Statements of changes in equity - continued
Group Attributable to owners of the company
Non-
Note Share Share Capital Merger Other Accumulated controlling Total
capital premium reserves reserve reserves deficit Total interest equity
€ € € € € € € € €
Transactions with owners
Share-based payments 15 - - 1,534,286 - - - 1,534,286 - 1,534,286
Capital contribution arising on
acquisition of subsidiary
15
- - 4,264,793 - - - 4,264,793 - 4,264,793
Total transactions with
owners, recognised directly
in equity
- - 5,799,079 - - - 5,799,079 - 5,799,079
Balance at 31 December 2023 50,000 2,304,345 151,701,963 3,533,484 (14,181,562) (73,484,973) 69,923,257 315,278 70,238,535
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Statements of changes in equity - continued
Group Attributable to owners of the company
Non-
Note Share Share Capital Merger Other Accumulated controlling Total
capital premium reserves reserve reserves deficit Total interest equity
€ € € € € € € € €
Balance at 1 January 2024 50,000 2,304,345 151,701,963 3,533,484 (14,181,562) (73,484,973) 69,923,257 315,278 70,238,535
Comprehensive income
Loss for the year - - - - - (53,043,720) (53,043,720) 457,858 (52,585,862)
Other comprehensive income:
Currency translation differences 17 - - - - (311,842) - (311,842) - (311,842)
Recycling of accumulated
exchange differences from
disposal of Platform division 17 - - - - 373,000 - 373,000 - 373,000
Total other comprehensive
income for the year, net of tax
- - - - 61,158 - 61,158 - 61,158
Total comprehensive income
for the year
- - - - 61,158 (53,043,720) (52,982,562) 457,858 (52,524,704)
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Statements of changes in equity - continued
Group Attributable to owners of the company
Non-
Note Share Share Capital Merger Other Accumulated controlling Total
capital premium reserves reserve reserves deficit Total interest equity
€ € € € € € € € €
Transactions with owners
Issue of share capital 13 115,000,000 - (115,000,000) - - - - - -
Reduction in share capital 13 (100,412,000) - 100,412,000 - - - - - -
Fair value of employee services 15 - - 58,709 - - - 58,709 - 58,709
Capital contribution arising on
acquisition of subsidiary
15 - - 13,335,561 - - - 13,335,561 - 13,335,561
Business combinations 6, 8 - - - - - - - 662,867 662,867
Changes in ownership interest in
subsidiaries without loss of control 8 - - - - (303,790) - (303,790) (195,877) (499,667)
Transfers within equity 13, 15 - - (10,159,483) (3,533,484) 13,692,967 - - - -
Distributions 7, 13 - - (55,998,860) - - - (55,998,860) - (55,998,860)
Total transactions with owners,
recognised directly in equity
14,588,000 - (67,352,073) (3,533,484) 13,389,177 - (42,908,380) 466,990 (42,441,390)
Balance at 31 December 2024 14,638,000 2,304,345 84,349,890 - (731,227) (126,528,693) (25,967,685) 1,240,126 (24,727,559)
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64
Statements of changes in equity - continued
Company Note Share Share Capital Merger Accumulated
capital premium reserves reserve deficit Total
€ € € € € €
Balance at 1 January 2023 50,000 2,304,345 125,323,957 5,886,789 (87,267,856) 46,297,235
Comprehensive income
Loss for the year - - - - (55,396,216) (55,396,216)
Total comprehensive income for the year - - - - (55,396,216) (55,396,216)
Transactions with owners
Capital contribution arising on acquisition of subsidiary 15 - - 4,247,640 - - 4,247,640
Total transactions with owners, recognised directly in
equity
- - 4,247,640 - - 4,247,640
Balance at 31 December 2023 50,000 2,304,345 129,571,597 5,886,789 (142,664,072) (4,851,341)
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Statements of changes in equity - continued
The accompanying notes on pages 68 to 128 are an integral part of these financial statements.
Company Note Share Share Capital Merger Accumulated
capital premium reserves reserve deficit Total
€ € € € € €
Balance at 1 January 2024 50,000 2,304,345 129,571,597 5,886,789 (142,664,072) (4,851,341)
Comprehensive income
Loss for the year - - - - (69,196,378) (69,196,378)
Total comprehensive income for the year - - - - (69,196,378) (69,196,378)
Transactions with owners
Issue of share capital 13 115,000,000 - (115,000,000) - - -
Reduction in share capital 13 (100,412,000) - 100,412,000 - - -
Capital contribution arising on acquisition of subsidiary 15 - - 2,496,407 - - 2,496,407
Transfers within equity 15, 16 - - 5,886,789 (5,886,789) - -
Distributions 7, 13 - - (55,998,860) - - (55,998,860)
Total transactions with owners, recognised directly in equity 14,588,000 - (62,203,664) (5,886,789) - (53,502,453)
Balance at 31 December 2024 14,638,000 2,304,345 67,367,933 - (211,860,450) (127,550,172)
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66
Statements of cash flows
Group Company
Year ended 31 December
Notes 2024 2023 2024 2023
€ € € €
Cash flows from operating activities
Cash generated from/(used in)
operations 29 37,448,687 46,005,462 (11,742,790) (15,230,833)
Interest received 4,500 196,974 - -
Interest paid - (1,559,460) - (108,157)
Tax paid/(received) (362,930) (99,087) - 21,187
Net cash generated from/(used in)
operating activities 37,090,257 44,543,889 (11,742,790) (15,317,803)
Cash flows from investing activities
Payments for intangible assets 8 (21,693,514) (20,762,876) - -
Purchases of property, plant and
equipment 9 (948,683) (1,454,021) - -
Acquisition of subsidiaries, net of cash
acquired 6 (17,167,491) (36,202,608) (11,000,000) (4,247,640)
Net cash used in investing activities (39,809,688) (58,419,505) (11,000,000) (4,247,640)
Cash flows from financing activities
Net receipts/repayment of loan from
ultimate parent 20 (1,296,386) 7,775,390 578,613 8,532,472
Net proceeds from issuance of bond and
drawdowns on other borrowings 20 22,203,885 55,152,977 22,203,885 55,152,977
Redemption of bond 20 - (28,839,696) - (28,839,696)
Loan repayment (inclusive of accrued
interest) 20 (12,258,000) (3,828,806) - -
Interest paid on borrowings (10,182,254) (6,260,356) (9,333,614) (6,260,356)
Capital contribution received from
Group's Parent 15 6,569,225 - - -
Lease liability principal payments 5 (2,349,382) (2,569,820) - -
Net cash generated from financing
activities 2,687,088 21,429,689 13,448,884 28,585,397
Net movement in cash and cash
equivalents (32,343) 7,554,073 (9,293,906) 9,019,954
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67
Statements of cash flows - continued
Group Company
Year ended 31 December
2024 2023 2024 2023
€ € € €
Cash and cash equivalents at
beginning of year 21,284,062 13,729,989 9,517,738 497,784
Cash and cash equivalents of
distributed Platform & Sportsbook
segment (9,967,918) - - -
Cash and cash equivalents at end of
year 11,283,801 21,284,062 223,832 9,517,738
Cash and cash equivalents
classified as held for distribution to
owners - (5,957,370) - -
Cash and cash equivalents at end of
year in the statement of financial
position 12 11,283,801 15,326,692 223,832 9,517,738
The accompanying notes on pages 68 to 128 are an integral part of these consolidated financial statements.
===== SIDA 69 =====
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Annual Report and Consolidated Financial Statements – 31 December 2024
68
Notes to the financial statements
1 Summary of material accounting policies
The principal accounting policies adopted in the preparation of these consolidated financial statements are
set out below. These policies have been consistently applied to all the years presented, unless otherwise
stated.
1.1 Basis of preparation
During an extraordinary general meeting held on 23 September 2024, a decision was taken to change the
name of the company from Gaming Innovation Group p.l.c. to Gentoo Media p.l.c. (the "Group", "Company",
"Gentoo" or “Gentoo Media”). Reference to Group, C ompany or Gentoo going forward throughout the
financial statement and notes to the financial statement refers to Gentoo Media p.l.c. (formerly known as
Gaming Innovation Group p.l.c.).
The consolidated financial statements include the financial statements of Gentoo Media p.l.c. and its
subsidiaries. These consolidated financial statements are prepared in accordance with IFRS Accounting
Standards as adopted by the EU and the requirements of the Maltese Companies Act (Cap. 386). They
have been prepared under the historical cost convention, except for contingent consideration which is
measured at fair value.
The preparation of the consolidated financial statements in conformity with IFRS Accounting Standards as
adopted by the EU requires the use of certain critical accounting estimates. It also requires the directors to
exercise their judgement in the process of applying the Group’s accounting policies (see Note 4 – Critical
accounting estimates and judgements).
Going concern
As at 31 December 2024, the Group’s current liabilities exceeded its current assets by EUR 49,725,088.
2024 was a transformative period for the Group and after 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
Inc. Limited 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, which includes the discontinued platform
business, declined to EUR 32.8 million due to negative net working capital in 2024 compared with EUR
44.6 million in 2023. The Group expects strong cash gene ration 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 cred it facilities available, the Group has sufficient
capital resources to continue its operations and to realise its strategic ambitions for the future.
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1 Summary of material accounting policies - continued
1.1 Basis of preparation - continued
Going concern - continued
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.
Standards, interpretations and amendments to published standards effective in 202 4
In 2024, the Group and Company adopted new standards, amendments and interpretations to existing
standards that are mandatory for the Group's and company ’s accounting period beginning on 1 January
2024. The adoption of these revisions to the requirements of IFRS Accounting Stan dards as adopted by
the EU did not result in substantial changes to the Group's and Company’s recognition, measurement and
presentation of items in these financial statements.
Voluntary change in accounting policies
(a) Application of the practical expedient to certain short-term leases
The Group and the Company have 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 and the Company are 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 ac counting policy was
adopted in order to have one consistent model for the classification and presentation of the Group’s and
the Company’s rights and obligations arising from all its leases of office premises. The Group and the
Company 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 re cognised 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 and the Company not changed their
accounting policy, sh ort-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.
(b) Amortisation of transaction costs incurred upon originating debt
The Group and the Company 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
and the Company amortised such transaction costs by reference to the interest rate applicable at
inception. Following the change in accounting policy, the Group and the Company amortise capita lised
transaction costs on floating -rate instruments on a straight -line basis. Management believes that the
practical application of the new policy more closely captures the economic effect of such transaction costs
over the estimated life of the debt.
The Group’s and the Company’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 and the Company’s financial statements for the year ended 31 December 2023.
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70
1 Summary of material accounting policies - continued
1.1 Basis of preparation - continued
New standards and interpretations not yet adopted
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.
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.
IFRS 18: Presentation and Disclosure in Financial statements
From 1 January 2027, IFRS 18 will replace IAS 1 subject to endorsement for use in the EU, introducing new
requirements that will help to achieve comparability of financial performance of similar entities and provide
more relevant information and transparency to users.
Even though IFRS 18 will not impact the recognition and measurement of items, its impact on presentation
(including definition of certain required subtotals) and disclosures is expected to be pervasive, in particular
those related to the statement of profi t or loss and providing management -defined performance measures
within the financial statements. The key new concepts introduced in IFRS 18 relate to:
● the structure of the statement of profit or loss;
● required disclosures in the financial statements for certain profit or loss performance measures that
are reported outside an entity’s financial statements (that is, management -defined performance
measures); and
● enhanced principles on aggregation and disaggregation which apply to the primary financial
statements and notes in general.
The Group has not yet analysed the impact of the new standard but will do so in due course.
1.2 Business combinations and consolidation
(a) Business combinations
The Group applies the acquisition method of accounting to account for business combinations other than
those between entities under common control. The consideration transferred for the acquisition of a
subsidiary is the fair values of the assets transfer red, the liabilities incurred to the former owners of the
acquiree, and the equity interests issued by the Group. The consideration transferred includes the fair value
of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are
expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed
(identifiable net assets) in a business combination are measured initially at their fair values at the acquisition
date.
Goodwill is initially measured as the excess of the consideration transferred (together with, if applicable, the
amount of any non -controlling interest in the acquiree and the acquisition -date fair value of any previous
equity interest in the acquiree) over the fair value of the identifiable net assets acquired.
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71
1 Summary of material accounting policies - continued
1.2 Business combinations and consolidation - continued
(b) Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group
is exposed to, or has rights to, variable return from its involvement with the entity and has the ability to affect
those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are
deconsolidated from the date that control ceases.
Upon consolidation, inter-company transactions, balances and unrealised gains on transactions between
Group companies are eliminated. Unrealised losses are also eliminated but considered an impairment
indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary
to ensure consistency with the policies adopted by the Group.
(c) Non-controlling interests
The group recognises non -controlling interests in an acquired entity at the noncontrolling interest’s
proportionate share of the acquired entity’s net identifiable assets. This decision is made on an acquisition-
by-acquisition basis. For the non-controlling interests in Time2Play, the group elected to recognise the non-
controlling interests at their proportionate share of the acquired net identifiable assets.
1.3 Investments in subsidiaries
In the Company’s separate financial statements, investments in subsidiaries are accounted for by the cost
method of accounting, i.e. at cost less impairment. Cost includes directly attributable costs of the
investment.
Impairment adjustments are recorded where, in the opinion of the directors, there is an impairment in the
value of an asset. Where there has been an impairment in the value of an investment, it is recognised as
an expense in the period in which the diminution is identified. The results of subsidiaries are reflected in
the Company’s separate financial statements only to the e xtent of dividends receivable. On disposal of an
investment, the difference between the net disposal proceeds and the carrying amount is charged or
credited to profit or loss.
1.4 Segment information
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 disc rete 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.
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1 Summary of material accounting policies - continued
1.5 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency
of the primary economic environment in which the entity operates (‘the functional currency’). The
consolidated financial statements are presented in euro (“EUR”), which is also the functional currency of
the parent company.
(b) Transactions and balances
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. The Group’s and the Company’s
accounting policy is to present all exchange differences within finance (costs)/income, including exchange
differences arising on cash and cash equivalents and amounts due from payment providers.
(c) 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 co mprehensive 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.
1.6 Intangible assets
(a) Goodwill
Goodwill arises on the acquisition of subsidiaries as set out in note 6 and goodwill as shown in note 8.
For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of
the cash-generating units (“CGUs”), or Groups of CGUs, which are expected to benefit from the synergies
of the combination. Each unit or Group of un its to which the goodwill is allocated represents the lowest
level within the entity at which the goodwill is monitored for internal management purposes.
Goodwill impairment reviews are undertaken annually or more frequently if events or changes in
circumstances indicate a potential impairment. The carrying value of goodwill is compared to the
recoverable amount, which is the higher of value in use and fair value less costs of disposal. Any impairment
is recognised immediately as an expense and is not subsequently reversed.
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Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
73
1 Summary of material accounting policies - continued
1.6 Intangible assets - continued
(b) Domains
Domains comprise the value of domain names acquired by the Group as well as the value derived from the
search engine optimization activity embedded in the acquired portfolios. Separately acquired domains are
shown at historical cost, which represent their acquisition price and certain domains are expected to have
a useful life of 8 years. Amortisation is calculated using the strai ght-line method to allocate the cost of
domains over their estimated useful lives.
(c) Affiliate contracts and customer relationships
Acquired affiliate contracts are shown at historical cost and are deemed to have a useful life of 3 years,
determined by reference to the expected user churn rate. Where such assets are acquired in a business
combination, historical cost represents their acquisition-date fair value.
(d) Trademarks
Separately acquired trademarks and licences are shown at historical cost. Trademarks acquired in a
business combination are recognised at fair value at the acquisition date. Trademarks have indefinite useful
lives and are subsequently carried at cost les s impairment losses. The trademarks are not amortised and
are held indefinitely because trends show that they will generate net cash inflows for the Group for an
indefinite period. The assessment of indefinite useful life of trademarks is based on the Group’s track record
of stability in market share and cash flows. Furthermore, the commitment of management to continue to
invest for the long term to extend the period over which the trademarks are expected to continue to provide
economic benefits.
(e) Computer software and technology platforms
Acquired computer software and technology platforms are capitalised on the basis of the costs incurred to
acquire and bring to use these assets. Where such assets are acquired in a business combination, historical
cost represents their acquisition-date fair value. These costs are amortised over their estimated useful lives
of 3 years, in the case of computer software, over the term of the licence agreement, if different.
Development costs that are directly attributed to the design and testing of identifiable and unique software
products controlled by the Group are recognised as intangible assets when the following criteria are met:
● it is technically feasible to complete the intangible asset so that it will be available for use;
● management intends to complete the intangible asset and use or sell it;
● there is an ability to use or sell the intangible asset;
● it can be demonstrated how the intangible asset will generate probable future economic benefits;
● adequate technical, financial and other resources to complete the development and to use or sell
the intangible asset are available; and
● the expenditure attributable to the intangible asset during its development can be reliably measured.
Directly attributable costs that are capitalised as part of these intangible assets include the development
employee costs; the assessment of whether such costs satisfy the above conditions for capitalisation is
made by members of the Group’s chief officers and is based on data logged in a project management
platform. Other development expenditures that do not meet these criteria are recognised as an expense
as incurred.
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