FULLTEXT DEL 2 AV 2
Årsredovisning 2024
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
74
1 Summary of material accounting policies - continued
1.7 Property, plant and equipment
All property, plant and equipment are initially recorded at historical cost and subsequently carried at
historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable
to the acquisition of the items. Where such assets are acquired in a business combination, historical cost
represents their acquisition-date fair value.
Depreciation is calculated on the straight -line method to write off the cost of each asset to their residual
values over their estimated useful life as follows:
Years
Installations and improvements to leasehold premises 5
Computer and office equipment 3
Furniture and fittings 6
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
1.8 Leases
The Group leases immovable property and recognises a right -of-use asset and a lease liability unless the
lease qualifies as a short -term lease and the Group applies the practical expedient for short -term leases.
With effect from the year ended 31 December 2024, the Group and the Company apply the practical
expedient to leases of other classes of underlying assets other than office premises. Up until the previous
financial year, the Group applied the practical expedient to all short-term leases; the effect of the change in
accounting policy has been disclosed in note 1.1. This accounting 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.
At initial recognition, future lease payments are discounted to present value using the incremental borrowing
rate, being the rate that the respective entity within the Group would have to pay to borrow the funds
necessary to obtain an asset of similar val ue in a similar economic environment with similar terms and
conditions.
The Group subsequently depreciates right -of-use assets over the shorter of the asset's useful life and the
lease term on a straight-line basis.
Payments associated with short-term leases are recognised on a straight-line basis as an expense in profit
or loss. Short-term leases are leases with a lease term of 12 months or less.
1.9 Impairment of non-financial assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying a mount may not be recoverable. An impairment loss
is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes
of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable
cash flows (cash-generating units). Non -financial assets other than goodwill that suffered an impairment
are reviewed for possible reversal of the impairment at the end of each reporting period.
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Gentoo Media p.l.c.
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1 Summary of material accounting policies - continued
1.10 Financial assets
1.10.1 Classification and measurement
The Group’s and Company’s financial assets comprise debt instruments which it classifies based on an
assessment of the business model for managing the financial assets and the contractual terms of an
instrument’s cash flows.
At initial recognition, the Group and Company measures a financial asset at its fair value plus transaction
costs, if any, that are directly attributable to the acquisition of the financial asset. It subsequently measures
these debt instruments at amortised cost as the Group’s and Company model for managing these
instruments is to collect the contractual cash flows arising from them, and those cash flows have been
determined to represent solely payments of principal and interest.
If collection of a financial asset is expected in one year or less, they are classified as current assets. If not,
they are presented as non-current assets.
Interest income from these financial assets is included in finance income using the effective interest rate
method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in
other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as
separate line items in the statement of profit or loss.
1.10.2 Impairment
The Group and Company assesses on a forward -looking basis the expected credit losses associated with
its debt instruments carried at amortised cost. The impairment methodology applied depends on whether
there has been a significant increase in credit risk.
Nevertheless, for trade receivables the Group applies the simplified approach permitted by IFRS 9, which
requires expected lifetime losses to be recognised from initial recognition of the receivables, see note 3.1b
for further details.
The Group also applies the low credit risk simplification for cash and cash equivalents, for which it measures
allowances at the 12-month expected credit losses if a counterparty is considered to have low credit risk at
the reporting date. The Group consi ders low credit risk to be equivalent to a Baa3 or higher rating per
Moody’s or BBB - or higher per Standard & Poor’s or Fitch, although an external rating by one of these
agencies is not a prerequisite for the purposes of the Group’s assessment.
1.11 Trade and other receivables
Trade receivables are amounts due from customers for services performed in the ordinary course of
business.
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised
cost using the effective interest method, less provision for impairment (Note 3.1b). The carrying amount of
the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in
profit or loss. When a receivable is uncollectible, it is written off against the allowance account for trade
and other receivables. Subsequent recoveries of amounts previously written off are credited against profit
or loss.
1.12 Cash and cash equivalents
For the purposes of the statement of cash flows, cash and cash equivalents comprise cash in hand and
deposits held at call with banks and e-wallets.
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Gentoo Media p.l.c.
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1 Summary of material accounting policies - continued
1.13 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares
are shown in equity as a deduction, net of tax, from the proceeds. Any proceeds in excess of the nominal
value of shares issued is recorded as equity and presented within ‘Share premium’.
1.14 Capital reserves
Contributions received from the shareholders for which the Company has no obligation to repay are
recorded in equity and presented within ‘Capital reserves’.
1.15 Distributions
Reductions arising from distributions to shareholders, whether in the form of dividends or otherwise, are
deducted directly from equity. Dividend distribution to the Group’s and Company’s shareholders is
recognised as a liability in the Group’s and Company’s financial statements in the period in which the
obligation to pay a dividend is established.
1.16 Financial liabilities
The Group’s and Company’s financial liabilities comprise trade and other payables and borrowings, and
they are classified as financial liabilities which are not at fair value through profit or loss (classified as ‘Other
liabilities’) under IFRS 9. They ar e initially measured at fair value, being the fair value of consideration
received, net of transaction costs that are directly attributable to the acquisition or the issue of the financial
liability and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are presented as current liabilities unless the Group and Company has an unconditional
right to defer settlement of the liability for at least twelve months after the end of the reporting period; in that
case, they are presented as non-current liabilities.
1.17 Trade and other payables
Trade payables are obligations to pay for services that have been acquired in the ordinary course of
business from suppliers.
1.18 Borrowings
Borrowings consisting of bond issued and amounts drawn under revolving credit facilities are recognised
initially at the fair value of proceeds received; net of transaction costs incurred; they are subsequently
carried at amortised cost. Any difference bet ween the proceeds (net of transaction costs) and the
redemption value is recognised in profit or loss over the period of the borrowings using the effective interest
method in the case of fixed rate borrowings and using a straight -line basis in the case of floating rate
borrowings.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least twelve months after the end of the reporting period.
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Gentoo Media p.l.c.
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1 Summary of material accounting policies - continued
1.19 Non-current assets held for distribution and discontinued operations
Non-current assets are classified as held for distribution if their carrying amount will be recovered principally
through a distribution to owners rather than through continuing use and a distribution is considered highly
probable. They are measured at the lower of their carrying amount and fair value less costs to distribute,
except for assets such as deferred tax assets, assets arising from employee benefits, financial assets that
are carried at fair value, which are specifically exempt from this requirement. An impairment loss is
recognised for any initial or subsequent write-down of the asset to fair value less costs to distribute. A gain
is recognised for any subsequent increases in fair value less costs to distribute an asset, but not in excess
of any cumulative impairment loss previously recognised once its distributed. A gain or loss not previously
recognised by the date of the distribution of the non-current asset is recognised at the date of derecognition.
Non-current assets are not depreciated or amortised while they are classified as held for distribution.
Interest and other expenses attributable to the liabilities of a disposal group classified as held for distribution
continue to be recognised. Assets of a disposal group classified as held for distribution are presented
separately from the other assets in the Statement of financial position.
The liabilities of a disposal group classified as held for distribution are presented separately from other
liabilities in the Statement of financial position. A discontinued operation is a component of the entity that
has been disposed of or is classified as held for distribution and that represents a separate major line of
business or geographical area of operations, is part of a single coordinated plan to dispose of such a line
of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. A component
of the entity is also presented as discontinued operations if the component is to be abandoned and
represents a separate major line of business or geographical area of operations. The results of discontinued
operations are presented separately in the Income statement.
1.20 Current and deferred taxation
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss,
except to the extent that it relates to items recognised in other comprehensive income or directly in equity.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the end of the reporting period.
Deferred tax is recognised, using the liability method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the financial statements. However, the deferred
tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred tax is determined using tax rates (and laws) that have b een enacted or substantially enacted by
the end of the reporting period and are expected to apply when the related deferred tax asset is realised,
or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be
available against which the temporary differences can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current
tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to
income taxes levied by the same t axation authority on either the taxable entity or different taxable entities
where there is an intention to settle the balances on a net basis.
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Gentoo Media p.l.c.
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1 Summary of material accounting policies - continued
1.21 Share-based payments
The Company’s parent operates a number of equity -settled share-based compensation plans. Through
these plans, the Group, through various companies within the Group, receives services from employees
and consultants, or purchases intangible assets, as consi deration for equity instruments (options) of the
Company’s parent. The fair value of the employee services received in exchange for the grant of the options
is recognised by the Group as an expense.
Equity-settled share-based payments
Equity-settled share-based payment transactions are measured at the grant date at fair value for employee
services, which requires a valuation of the options. Once the fair value has been determined, the amount
recognised as an expense is adjusted to refl ect the number of awards for which the related service is
expected to be met, such that the amount ultimately recognised is based on the number of awards that
meet the related service.
At the end of each reporting period, the Group revises its estimates of the number of options that are
expected to vest based on the non -market vesting conditions and service conditions. It recognises the
impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment
to equity.
When the options are exercised, the Company’s parent transfers shares to the employees.
The grant by the Company’s parent of options over its equity instruments to the employees of the Group is
treated as a capital contribution on the basis that the Group does not compensate its parent for the fair
value of shares granted. The fair value of employee services received, measured by reference to the grant
date fair value, is recognised over the vesting period as an expense, with a corresponding credit to equity.
1.22 Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the supply of services in
the ordinary course of the Group’s activities. The Group recognises revenue, including other operating
revenue, when the amount of revenue can be reliably measured, it is probable that future economic benefits
will flow to the entity and when specific criteria have been met as described below.
(a) Paid & Publishing
The Group enters into arrangements that include one or more types of arrangements; the Group classifies
these arrangements as revenue share deals, cost acquisition deals and listing deals.
● For a revenue share deal, the Group receives a share of the revenues that the gaming operator has
generated as a result of a player playing on their iGaming site. Revenue is recognised in the month
that it is earned by the respective gaming operator.
● For a cost acquisition deal, a client pays a one -time fee for each player who deposits money on the
client’s site. Cost per acquisition contracts consist of a pre -agreed rate with the client. Revenue from
such contracts is recognised in the month in which the deposits are made.
● For a listing deal, a client pays a fixed fee to be listed and critically reviewed on the Group’s websites.
Such revenue is apportioned on an accrual basis over the term of the contract on a linear basis.
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Gentoo Media p.l.c.
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1 Summary of material accounting policies - continued
1.22 Revenue recognition - continued
(a) Paid & Publishing - continued
Management considers the Group’s contracts to represent a series of distinct performance obligations to
stand ready to redirect players on a constant basis. Such contracts give rise to variable consideration from
an IFRS 15 point of view since the revenues are not fixed at the outset. In view of the nature of the service
provided as a monthly stand-ready obligation the Group recognises the income in the month in which it has
a contractual right to bill the iGaming operators.
For the paid segment, the payment terms are generally 7 days, and all invoices are made after work has
been performed and obligations have been met. For the publishing segment the payment terms are
generally 31 days, and invoices are made after work has been performed and obligations have been met.
(b) Gaming (discontinued operations only)
Revenue from gaming transactions that are deemed to be financial instruments, where the Group takes
open positions against players, is recognised as a net fair value gain or loss after the deduction of players’
winnings, bonuses and gaming taxes. The reven ue recognised in this manner relates to casinos. These
are treated according to IFRS 9 and thus not in scope of IFRS 15.
Revenue from transactions where the Group is taking positions against players, such as sports betting and
online casino, is recognised when the outcome of an event is known.
In contracting with one particular white label operator, the Group has the primary responsibility for fulfilling
the promise to provide specific services making the Group the principal. On this basis, the revenues are
recognised gross of payments made to service providers in line with this accounting policy.
(c) Platform and sports betting services (discontinued operations only)
In contracting with own licensed operators, the Group generates revenue by entering into a revenue share
deal or a fixed deal where such revenue is apportioned on an accrual basis over the whole term of the
contract. The consideration for such services is generally split between an initial setup to configure the
software as per the customer’s requirements and on-going charge invoiced monthly.
The uncertainty on the amount of revenue to be received is resolved at each calendar month-end since the
contracts are such that the amounts reset to zero on a monthly basis. Management has determined that it
is appropriate for the Group to recognise the monthly amounts invoiced as revenue in the Income Statement
as this best represents the Group’s enforceable rights to income, as well as the value of services received
by the Group’s customers.
In accordance with IFRS 15, the set -up is not seen as a distinct performance obligation as the customer
cannot benefit from the set -up itself but from the agreement as a whole. Accordingly, the set -up fee is
simply seen as being part of the consideration receivable for the software as a service (SaaS) agreement
and should therefore be deferred over the period of the agreement. Management performed a detailed
analysis of such impact and concluded that this has an immaterial effect for the Group. Managemen t will
continue to monitor this matter due to the increase in customers in this segment.
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Gentoo Media p.l.c.
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1 Summary of material accounting policies - continued
1.22 Revenue recognition - continued
(e) Other (discontinued operations only)
Occasionally, the Group grants perpetual licenses or assigns intellectual property to copies of the source
code of internally developed software.
These agreements will include multiple deliverables, such as the access to data warehouse, support and
maintenance releases. Where the contracts include multiple performance obligations, the transaction price
is allocated to each performance obligation bas ed on the stand -alone selling prices. Where these are not
directly observable, they are estimated based on expected cost-plus margin.
These agreements will typically include revenue to be recognised at a point in time and also revenue to be
recognised over time.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change.
Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the
period in which the circumstances that give rise to the revision become known by management.
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Gentoo Media p.l.c.
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2 Segment information
The segment information provided relates to continuing operations. The spinoff of the Platform & Sports as
of the 30 September 2024 triggered a change in strategy and thus a reassessment for the reporting of
financial information to the Group’s chief opera ting decision maker (the CEO and the Board of Directors),
with the result that the Group now operates two segments:
● Publishing
● Paid
The Group’s internal reporting to its management team focuses on Publishing and Paid separately. The
primary measure used by the CEO and the Board of Directors to assess the performance of the operating
segments by measuring the operating profit before dep reciation and amortisation (EBITDA). Segment
revenue and costs comprise items that are directly attributable to the individual segments. Decisions on
financing (finance income or finance costs) and tax planning (income tax) are managed at Group level and
are therefore not managed and allocated to segments. The income statement segment information is being
disclosed accordingly.
Our publishing business generates revenue by creating content monetized through ads, subscriptions, or
sponsorships. It attracts audiences organically via SEO, social media, and direct traffic, earning from
programmatic ads, direct brand deals, or paywalls . Success depends on content quality, audience
engagement, and advertiser demand. Challenges include ad -blockers, declining ad revenues, and
algorithm shifts. Unlike paid marketing, publishing focuses on building and monetizing an engaged audience
over time rather than actively spending on traffic acquisition.
Our paid marketing business generates revenue by promoting products or services through digital
advertising channels like Google Ads and social media. It operates on performance-based models such as
Cost-Per-Click (CPC), Cost -Per-Impression (CPM), or Cost -Per-Acquisition (CPA). Businesses in this
sector earn through commissions, ad spend markups, or fixed fees. Success depends on audience
targeting, bidding strategies, and ad creatives, with platforms like Google and Meta leading the space.
Revenue is influenced by seasonality, budgets, and algorithm changes. Unlike publishing, paid marketing
actively spends to acquire traffic, facing challenges like rising customer acquisition costs and privacy
regulations.
In 2024, the Group operated an integrated business model and did not allocate either assets or liabilities of
its operating segments in its internal reporting.
Platform division presented as discontinued operations
On 30 September 2024, the restructuring process of dividing Gentoo Media’s media and platform division
into two independently listed companies was finalised. The platform division is presented as discontinued
operations and has been excluded from the segment overview below. The platform division has in previous
years been presented as a separate operating segment. Further information about the platform division as
discontinued operations is provided in note 7.
Comparative figures have been restated accordingly to reflect the current structure of the internal reporting
provided to the management team.
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Gentoo Media p.l.c.
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2 Segment information - continued
2024
Paid Publishing
Total operating
segments
€ € €
Revenue from external customers 28,371,561 94,401,414 122,772,975
Costs (23,604,899) (42,709,671) (66,314,570)
Operating profit before depreciation and
amortisation (EBITDA) 4,766,662 51,691,743 56,458,405
Depreciation and amortisation (1,110,476) (16,514,265) (17,624,741)
Reconciliation to profit before tax from continuing operations 38,833,664
Operating profit before Interest and Taxes (EBIT)
Other operating income 637,229
Finance income 373,720
Finance costs (13,889,659)
Profit before tax from continuing operations 25,954,954
There is no significant intersegment revenue.
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Gentoo Media p.l.c.
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2 Segment information - continued
2023
Paid Publishing
Total
operating
segments
€ € €
Revenue from external customers 24,759,278 63,857,605 88,616,883
Costs (19,788,057) (26,891,479) (46,679,536)
Operating profit before depreciation, amortisation
and special items 4,971,221 36,966,126 41,937,347
Transaction costs - (2,007,435) (2,007,435)
Operating profit before depreciation and
amortisation (EBITDA)
4,971,221
34,958,691
39,929,912
Depreciation and amortisation (273,284) (12,214,525) (12,487,809)
Reconciliation to profit before tax from continuing operations
27,442,103
Operating profit before Interest and Taxes (EBIT)
Other operating income 718,117
Finance costs (9,470,908)
Profit before tax from continuing operations 18,689,312
The following table presents the Group’s net revenue by product line, net of intra-segment eliminations:
Group
2024 2023
€ €
Revenue Share 72,336,131 55,729,984
CPA 13,635,881 8,337,534
Listings/Other 36,800,963 24,549,365
122,772,975 88,616,883
The Group operates in a number of geographical areas as detailed below. The geographical revenue split
is based on the operator’s location.
Group
2024 2023
€ €
Revenue
Nordic countries 18,692,485 16,671,691
Europe excluding Nordic countries 47,597,946 26,729,101
Rest of world 56,482,544 45,216,091
Total 122,772,975 88,616,883
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2 Segment information - continued
The total revenue and non-current assets (excluding financial instruments and deferred tax assets) broken
down by domicile location as specified in IFRS 8 is not disclosed for the following reasons:
Due to the nature of the business, the Group’s chief operating decision maker (the CEO and the Board of
Directors) does not assess the business as split by domicile locations. Most generated revenue is generated
outside the domicile countries of the Group, and the generated revenue is based on assets held in a
multitude of countries. The value of specific assets on specific domicile locations can only be determined
by making several judgements, and as such any value of the asset would be subject to high ris k of
judgement errors. This would not create additional value for the reader compared to what is already
disclosed in this note.
All employees of the Group for both the current and the previous years were based in Europe, except some
working remotely in other parts of the world. Similarly, all assets for the current and the previous years were
located in Europe. The Group is not significantly exposed to concentration risk since it operates in a number
of markets as disclosed above.
The media business did not have any individual client contributing to more than 10% of reported Group
revenue.
The discontinued platform business has not had any individual client contributing to more than 10% of
reported Group revenue during 2024 (2023: SkyCity amounted to 11.7%).
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3 Financial risk management
3.1 Financial risk factors
The Group’s and Company’s activities potentially expose it to a variety of financial risks principally
comprising market risk (including foreign exchange risk and interest rate risk), credit risk and liquidity risk.
The Group provides principles for overall risk management. The Group and Company did not make use of
derivative financial instruments to hedge risk exposures during the current and preceding period.
(a) Market risk
(i) Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency
exposures, primarily with respect to the DKK, GBP, NOK, RSD, SEK and USD. The Company is primarily
exposed to foreign exchange risk with respect to SEK arising on the bond in issuance. Notably any
exposures between DKK and EUR are considered to pose a very low risk in view of the narrow corridor
within which these currencies pairings fluctuate as a result of Denmark’s fixed exchange rate policy toward
EUR. Foreign exchange risk arises from future commercial transactions and recognised assets and
liabilities which are denominated in a currency that is not the entity’s functional currency.
The table below summarises the Group and the Company’s exposure to foreign currencies, other than the
functional currency, as at 31 December 2024 and 2023.
Group Assets Liabilities
Net
exposure
€ € €
As at 31 December 2024
DKK to EUR 2,420,206 (2,417,142) 3,064
GBP to EUR 2,811,244 (659,592) 2,151,652
NOK to EUR - (1,804,335) (1,804,335)
RSD to EUR 3,486,700 - 3,486,700
SEK to EUR 620 (30,527,856) (30,527,236)
USD to EUR 2,128,177 (210,703) 1,917,474
Other currencies 178,843 - 178,843
11,025,790 (35,619,628) (24,593,838)
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3 Financial risk management - continued
3.1 Financial risk factors - continued
(a) Market risk - continued
(i) Foreign exchange risk - continued
Group Assets Liabilities
Net
exposure
€ € €
As at 31 December 2023
DKK to EUR 1,259,726 (49,039) 1,210,687
GBP to EUR 275,675 (6,722) 268,953
NOK to EUR 47,165 (1,333,961) (1,286,796)
RSD to EUR 62,460 - 62,460
SEK to EUR 4,849 (31,362,320) (31,357,471)
USD to EUR 1,009,286 (48,238) 961,048
Other currencies 29,243 (32,802) (3,559)
2,688,403 (32,833,082) (30,144,678)
Company Assets Liabilities
Net
exposure
€ € €
As at 31 December 2024
SEK to EUR 64 (30,535,252) (30,535,188)
As at 31 December 2023
SEK to EUR - (31,362,007) (31,362,007)
For the Group and Company, a sensitivity analysis for foreign exchange risk disclosing how profit or loss
and equity would have been affected by changes in foreign exchange rates that were reasonably possible
at the end of the period was deemed necessary for liabilities denominated in SEK.
At the end of the reporting period, had the SEK exchange rate strengthened or weakened against the euro
by 5.5% (2023: 5.5%) with other variables held constant, the decrease or increase respectively in net
exposure of the Group and the Company would amount to approximately EUR 1,352,661 and EUR
1,679,435.
A sensitivity analysis for all other assets and liabilities was not deemed necessary on the basis that the
directors do not consider the risk to be material.
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3 Financial risk management - continued
3.1 Financial risk factors - continued
(a) Market risk - continued
(ii) Interest rate risk
As at 31 December 202 4, the Group and the Company are exposed to cash flow interest rate risk arising
on the floating rate note bonds in issue at this date (Note 20). The bonds have a 3 monthly
EURIBOR/STIBOR plus a fixed interest rate of 7.25% p.a. Both the EURIBOR and the STIBOR rate have
changed materially over the past years, although in the current year such rates have stabilised, the market
expectations are that these rates will decrease or remain constant going forward, however there is risk that
the rates may increase. Management has performed a sensitivity analysis whereby the maximum increase
basis of 1.00% (2023: 1.00%) is expected resulting in an increase of interest expense of EUR 884,146
(2023: EUR 764,700).
Other than as disclosed above, there are no other significant exposures to floating rates of interest as at 31
December 2024 and 2023.
(b) Credit risk
Credit risk is the risk of a financial loss to the Group and Company if a counterparty to a financial instrument
fails to meet its contractual obligations and arises principally from outstanding receivables due to the Group
and Company’s customers and cash and cash equivalents.
The Group and Company’s exposure to credit risk is:
Group Company
2024 2023 2024 2023
€ € € €
Financial assets at amortised cost:
Trade and other receivables (Note 11) 26,095,566 16,702,519 2,205,566 1,113,790
Finance lease receivable - 1,331,171 - -
Cash at bank and other intermediaries (Note 12) 11,283,801 15,326,692 223,832 9,517,738
Exposure 37,379,367 33,360,382 2,429,398 10,631,528
The maximum exposure to credit risk at the end of the reporting period in respect of the financial assets
mentioned above is equivalent to the gross carrying amount.
The Group assesses the credit quality of its customers taking into account financial position, past
experience and other factors. It has processes in place to ensure that sales of services are affected to
customers with an appropriate credit history. The Group manages credit limits and exposures actively in a
practicable manner such that past due amounts receivable from customers are within controlled
parameters. The Group and Company monitor the performance of these financial assets on a regular basis
to identify incurred collection losses which are inherent in the Group and Company’s receivables taking into
account historical experience in collection of accounts receivable.
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3 Financial risk management - continued
3.1 Financial risk factors - continued
(b) Credit risk - continued
The Group and Company seek to manage credit risk by only undertaking transactions with counterparties
which include financial institutions or intermediaries, such as payment providers with quality standing.
Control structures are in place to assess credit risk on similar lines. The following table provides information
regarding the aggregated credit risk exposure, for deposits with bank and financial institutions or
intermediaries with external credit ratings as at 31 December 2024 and 2023.
Group Company
2024 2023 2024 2023
€ € € €
Cash at bank and other intermediaries:
AA+ to AA- 32,454 1,040,877 - -
A+ to A- 4,438,899 2,064,223 - -
BBB+ to BBB- 4,299,099 10,382,688 - 9,263,972
Below BB or not rated 2,513,349 1,830,904 223,832 253,266
11,283,801 15,326,692 223,832 9,517,738
Impairment of financial assets
The Group’s trade receivables are subject to the expected credit loss model. Cash and cash equivalents
are also subject to the impairment requirements of IFRS 9, but due to the low credit risk the loss allowance
was deemed to be immaterial in both current and prior years. The loss allowance in relation to amounts
due from payment providers was deemed to be EUR nil as at 31 December 202 4 and 31 December 2023.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables. The expected loss rates are based on historical
experience, as adjusted for qualitative factors, as further described below.
Trade receivables from continuing operations amounted to EUR 26,639,025 as at 31 December 2024 (2023:
EUR 17,735,327), and accrued income of EUR 1,493,777 (2023: EUR 296,991). As at 31 December 2024,
management recorded a loss allowance of EUR 2,804,626 (202 3: EUR 1,434,831). Management has
considered the creditworthiness of counterparties as at 31 December 202 4 and 2023, and concluded that
no further loss allowance should be recorded on the basis of payment experience, where relevant, and
management’s credit risk assessment.
Finance lease receivables from sublease of property amounting to EUR nil (2023: 1,331,171) carries no
loss allowance since there is no lon ger any sublease receivables as this was part of the spun off Group.
Other receivables amount to EUR 89,217 (2023: EUR 105,029) for the Group and relate to balances which
carry immaterial credit risk due to past experience.
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3 Financial risk management - continued
3.1 Financial risk factors - continued
(b) Credit risk - continued
Impairment of financial assets - continued
The table below provides detailed information in relation to the loss allowance established for the publishing unit excluding AskGamblers and Kafe Rocks within the group:
Days overdue
31 December 2024 Current 1 - 30 31 - 60 61 - 90 91 - 120 121 - 300 301 - 510 Over 510 Total
Expected loss rate 0.34% 0.58% 1.07% 1.59% 2.06% 3.86% 9.21% 53.13%
Trade receivables, gross 5,549,627 963,689 599,072 304,495 225,709 787,406 448,438 295,915 9,174,351
Loss allowance 18,937 5,545 6,418 4,851 4,653 30,426 41,322 157,224 269,376
Days overdue
31 December 2023 Current 1 - 30 31 - 60 61 - 90 91 - 120 121 - 300 301 - 510 Over 510 Total
Expected loss rate 0.34% 0.58% 1.07% 1.59% 2.06% 3.75% 9.28% 67.24%
Trade receivables, gross 3,663,082 1,534,348 590,544 325,860 251,013 420,346 243,664 112,000 7,140,857
Loss allowance 12,499 8,829 6,327 5,191 5,175 15,776 22,622 75,311 151,730
===== SIDA 91 =====
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3 Financial risk management - continued
3.1 Financial risk factors - continued
(b) Credit risk - continued
Impairment of financial assets - continued
The table below provides detailed information in relation to the loss allowance established for the new acquisitions AskGamblers and Kafe Rocks within the publishing unit
within the group:
Days overdue
31 December 2024 Current 1 - 30 31 - 60 61 - 90 91 - 120 121 - 300 301 - 510 Over 510 Total
Expected loss rate 2.39% 4.81% 8.12% 11.71% 15.87% 28.29% 52.90% 89.86%
Trade receivables, gross 4,020,313 1,295,620 1,153,248 980,065 438,642 1,380,556 478,599 741,781 10,488,823
Loss allowance 96,166 62,355 93,591 114,756 69,599 390,606 253,193 666,587 1,746,854
Days overdue
31 December 2023 Current 1 - 30 31 - 60 61 - 90 91 - 120 121 - 300 301 - 510 Over 510 Total
Expected loss rate 2.88% 5.20% 8.62% 12.41% 16.29% 27.69% 51.88% 80.45%
Trade receivables, gross 2,995,162 534,418 415,303 353,112 223,593 1,054,807 500,599 265,983 6,342,957
Loss allowance 86,230 27,815 35,793 43,828 36,427 292,103 259,716 213,991 995,901
===== SIDA 92 =====
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3 Financial risk management - continued
3.1 Financial risk factors - continued
(b) Credit risk - continued
Impairment of financial assets - continued
The table below provides detailed information in relation to the loss allowance established for the paid unit within the group:
Days overdue
31 December 2024 Current 1 - 30 31 - 60 61 - 90 91 - 120 121-240 241-360 Over 361 Total
Expected loss rate 0.54% 2.90% 6.00% 12.00% 29.20% 53.20% 79.80% 99.00%
Trade receivables, gross 2,835,398 1,095,133 603,164 336,523 104,422 264,198 267,747 239,523 5,746,108
Loss allowance 15,375 31,759 36,190 40,383 30,491 140,553 213,663 237,128 745,542
Days overdue
31 December 2023 1 - 30 31 - 60 61 - 90 91 - 120 121-240 241-360 Over 361 Total
Expected loss rate 0.20% 1.30% 10.50% 24.40% 45.00% 75.20% 100.00%
Trade receivables, gross 2,886,080 725,480 115,114 81,526 104,187 32,758 64,383 4,009,528
Loss allowance 5,772 9,431 12,087 19,892 46,884 24,634 64,383 183,083
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3 Financial risk management - continued
3.1 Financial risk factors - continued
(b) Credit risk - continued
Impairment of financial assets - continued
The closing loss allowance for trade receivables related performance marketing as at 31 December 202 4
and 2023 reconciles to the opening loss allowance as follows:
Group 2024 2023
€ €
Opening loss allowance as at 1 January 1,434,831 675,457
Acquisition of subsidiary - 587,922
Increase in loss allowance recognised in profit or loss during the year 1,702,372 4,197,799
Receivables written off during the year as uncollectible (332,577) (471,629)
Transfer to assets classified as held for distribution - (3,554,718)
At 31 December 2,804,626 1,434,831
It is management’s assessment that no significant concentration risk exists as the trade receivable portfolio
is diverse.
(c) Liquidity risk
The Group and the Company are exposed to liquidity risk in relation to meeting future obligations associated
with their financial liabilities, which comprise principally trade and other payables and borrowings (refer to
Notes 5, 19 and 20). Prudent liquidity risk management includes maintaining sufficient cash to ensure the
availability of an adequate amount of funding to meet the Group and Company’s obligations.
This risk arises primarily from financial liabilities measured at amortised cost and fair value, including
borrowings, trade and other payables, and other financial obligations.
The Group and Company’s exposure to liquidity risk is:
Group Company
2024 2023 2024 2023
€ € € €
Financial liabilities at amortised cost:
Borrowings, current 16,200,350 3,164,698 18,861,327 14,751,575
Borrowings, non-current 89,475,654 74,551,082 89,475,654 74,551,082
Lease liabilities, current and non-current 3,202,060 5,106,983 - -
Deferred consideration 34,107,297 44,483,873 - -
Trade and other payables* 11,636,562 8,260,434 55,359,347 60,965,285
Total 154,621,923 135,567,070 163,696,328 150,267,942
Financial liabilities at fair value through profit and loss:
Contingent consideration 740,586 768,836 - -
Total 740,586 768,836 - -
*Excluding non-financial instruments such as public debt, staff payables etc.
===== SIDA 94 =====
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3 Financial risk management - continued
3.1 Financial risk factors - continued
(c) Liquidity risk - continued
Management monitors liquidity risk by reviewing expected cash flows and assesses whether additional
financing facilities are expected to be required over the coming year. The Group’s liquidity risk is actively
managed taking cognisance of the matching of cash inflows and outflows arising from expected maturities
of financial instruments.
The following tables analyse the Group’s and the Company’s financial liabilities into relevant maturity
groupings based on the remaining period at 31 December 202 4 and 2023 to the contractual maturity date.
The amounts disclosed in the tables below are the undiscounted cash flows. Balances due within 12 months
equal their carrying balances including interests, as the impact of discounting is not significant. For financial
liabilities with floating interest rates, the cash flows have been estimated using the interest rates applicable
at the end of the respective reporting periods.
===== SIDA 95 =====
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3 Financial risk management - continued
3.1 Financial risk factors - continued
(c) Liquidity risk - continued
31 December 2024
Less than
1 year
Between
1 and 2 years
Between
2 and 5 years
More
than 5
years Total
€ € € € €
Group
Bond 9,653,198 99,128,851 - - 108,782,049
Trade and other payables* 11,636,562 - - - 11,636,562
Contingent consideration 740,586 - - - 740,586
Deferred consideration 34,195,000 1,025,000 - - 35,220,000
Loan from credit institutions 7,078,402 - - - 7,078,402
Loan from Group parent 9,121,948 - - - 9,121,948
Lease liabilities 1,644,142 1,583,250 2,774,452 72,131 6,073,975
Total 74,069,838 101,737,102 2,774,452 72,131 178,653,522
Company
Bond 9,653,198 99,128,851 - - 108,782,049
Trade and other payables* 55,359,347 - - - 55,359,347
Loan from credit institutions 7,055,493 - - - 7,055,493
Loan from Group parent 11,805,835 - - - 11,805,835
Total 83,873,873 99,128,851 - - 183,002,724
31 December 2023
Less than
1 year
Between
1 and 2 years
Between
2 and 5 years
More
than 5
years Total
€ € € € €
Group
Bond 8,319,155 8,319,155 82,870,237 - 99,508,547
Trade and other payables* 10,423,970 - - - 10,423,970
Contingent consideration 360,716 408,120 768,836
Deferred consideration 16,560,348 27,923,525 - - 44,483,873
Loan from Group parent 16,512,276 - - - 16,512,276
Lease liabilities 1,423,497 1,205,754 954,064 - 3,583,855
Total 53,599,962 37,856,554 83,824,301 - 175,280,817
Company
Bond 8,319,155 8,319,155 82,870,237 - 99,508,547
Trade and other payables* 61,566,085 - - - 61,566,085
Loan from Group parent 14,751,575 - - - 14,751,575
Total 84,636,815 8,319,155 82,870,237 - 175,826,207
*Excluding non-financial instruments such as public debt, staff payables etc.
===== SIDA 96 =====
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3 Financial risk management - continued
3.2 Capital risk management
The Group’s capital comprises its equity as included in the statement of financial position. The Group’s
objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in
order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital.
The Company’s capital structure is monitored at a Group level with appropriate reference to subsidiaries’
financial conditions and prospects. The capital structure of the Company and the Group consist of equity
attributable to equity holders, comprising issued share capital and other reserves. Capital risk is monitored
on a regular basis by reporting the net interest -bearing liabilities against targets set by the Board, prior
periods and covenants set by third parties.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
3.3 Fair values of financial instruments
Financial instruments not carried at fair value
At 31 December 202 4 and 202 3 the carrying amounts of cash at bank, receivables, payables, and
borrowings reflected in the financial statements are reasonable estimates of fair value in view of the nature
of these instruments or the relatively short period of time between the originat ion of the instruments and
their expected realisation. The bond is held at amortised cost and the fair value is disclosed in Note 20.
4 Critical accounting estimates and judgements
Significant estimates and judgements
Estimates and judgements are continually evaluated and based on historical experience and other factors
including expectations of future events that are believed to be reasonable under the circumstances.
The Group and the Company make estimates and assumptions concerning the future. The resulting
accounting estimates will, by definition, seldom equal the related actual results. The estimates and
assumptions that have a significant risk of causing a materia l adjustment to the carrying amount of assets
and liabilities within the next financial year, other than the fair value used to perform the impairment
assessment on spin off date and the uncertainty associated with the legal environment that the Group
operates in (disclosed in Note 7 and 32), are addressed below.
Group
(a) Impairment test of goodwill
The Group tests whether goodwill and other intangible assets with indefinite lives have suffered any
impairment on an annual basis. The assumptions used in the value -in-use calculations are inherently
uncertain. As at 31 December 2024, the Group operated two CGU’s comprising Publishing and Paid
marketing. This, because during the year to 31 December 2023, the Platform & Sportsbook arm of the
business (which previously comprised two separate CGUs) has been classified as discontinued operations
and met the condition of a disposal group held for distribution as described further in note 7.
The Directors consider that the impairment assessment for Publishing & Paid segments is less sensitive to
changes in key assumptions due to the level of headroom between the reported intangible assets and the
respective value-in-use. Further detail as to such impairment testing is included in Note 8.
===== SIDA 97 =====
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4 Critical accounting estimates and judgements - continued
(b) Determination of development vs. maintenance
The Group determining whether work being performed on intangible assets constitutes development or
maintenance of assets involves judgement. The judgement is made by the managers and product owners
and the key for determining if something is development is if it helps create new revenue, whereas
maintenance only maintains current revenue streams. Maintenance is to ensure the current state of already
developed features, which has been capitalized during development.
(c) Acquisition accounting
Determination of business vs. asset acquisition
The Group determining whether a transaction constitutes a business acquisition or merely an acquisition of
assets involves judgement. A business acquisition typically involves the purchase of a set of activities and
assets capable of conducting an independ ent operation, often resulting in the recognition of goodwill. On
the other hand, an asset acquisition involves the purchase of specific assets and liabilities without acquiring
a full operating business. The distinction between the two requires careful evaluation of factors such as the
nature of the acquired assets, whether they include employees, processes, or contractual rights, and the
extent of their integration into the acquirer's operations. Such determinations have significant implications
for financial statements, affecting the allocation of purchase price and subsequent accounting treatments.
In the year to 31 December 2024, the Group determined that the Titan Inc. Limited acquisition met the
definition of a business combination under IFRS 3 - refer to Note 6 for further information.
Valuation of intangible assets in business combinations and asset acquisitions
The Group exercises judgement and applies estimation techniques in determining the fair value of acquired
intangibles in both business combinations and asset acquisitions. In relation to determining the fair value in
asset acquisitions, management assess t he existing affiliate contracts and assume a churn rate, the
remainder of the consideration is allocated to the domain value. On the other hand, transactions meeting
the definition of a business combination normally result in the identification of separate ly identifiable
intangible assets such as domains and affiliate contracts. Value is attributed to such intangible assets using
valuation techniques such as the discounted free cash flow model. Inputs into such calculations are based
on the Group’s industry experience and through the use of specialists on an as needed basis. Any variance
between the consideration and the fair value of the assets is allocated to goodwill.
Valuation of contingent consideration arising on business combinations
In arriving at the fair value of contingent consideration, management applies their best estimates of future
business projections and compares such estimates to the contingent consideration targets as provided for
in the relevant sales and purchase agreements. Such fair value is re-assessed at each reporting date.
===== SIDA 98 =====
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4 Critical accounting estimates and judgements - continued
(d) Tax compliance
As the Group operates in different jurisdictions, tax compliance becomes more complex, and applicable tax
regulations may be interpreted differently by the respective authorities. Management reviews its intragroup
charging mechanisms on a regular basis, an d the need for updated transfer pricing assessments is
considered as the Group’s cross-border activity continues to evolve.
===== SIDA 99 =====
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5 Leases
(a) The Group as a lessee
The Group’s leasing activities and how these are accounted for
The Group leases various properties. Rental contracts are typically made for fixed periods of 1 to 8 years
but may have extension options as described below. Lease terms are negotiated on an individual basis
and contain a wide range of different terms an d conditions. The lease agreements do not impose any
covenants, but leased assets may not be used as security for borrowing purposes.
Extension and termination options are included in a number of properties across the Group. These terms
are used to maximise operational flexibility in terms of managing contracts. The majority of extension and
termination options held are exercisable only by the Group and not by the respective lessor.
Judgements in determining the lease term
In determining the lease term, management considers all facts and circumstances that create an economic
incentive to exercise an extension option or not exercise a termination option. Extension options (or periods
after termination options) are only included in the lease term if the lease is reasonably certain to be extended
(or not terminated). The assessment is reviewed if a significant event or a significant change in
circumstances occurs which affects this assessment and that is within the control of the lessee. No change
was required in 2024 or in 2023 that would have resulted in a change in the lease term.
Amounts recognised in the statement of financial position
Group 2024 2023
€ €
Right-of-use assets
Buildings 2,901,820 2,166,494
Lease liabilities
Current 1,088,287 1,701,310
Non-current 2,113,774 3,405,673
3,202,061 5,106,983
Additions to the right -of-use assets during the 2024 financial year were EUR 2,080,524 (2023: EUR
526,631). Disposals to the right -of-use assets during the current year were EUR 1,082,955 (2023: EUR
1,768,865) of which EUR nil (2023: EUR 1,768,865) relates to sub-lease arrangements entered into by the
Group.
The maturity analysis of lease liabilities is provided in note 3.
Amounts recognised in the statement of profit or loss
Group 2024 2023
€ €
Depreciation charge on right-of-use assets 823,701 1,384,936
Interest expense (included in finance cost) 295,813 409,854
The cash outflow during the years ended 31 December 2024 and 2023 are disclosed in the Statements of
cash flows.
===== SIDA 100 =====
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6 Business combinations
(a) Acquisition of Titan Inc. Limited (Titan)
In August 2024, the Group completed the purchase of 100% of the shares and voting rights in Titan. 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 Inc. Limited 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 ob tain significant cost synergies following the transactions from
the internal purchase of SEO and marketing content services that Titan Inc. Limited provides. Previously
the Group made use of the services from Titan Inc. Limited. Moreover, the ultimate goal with the acquisition
is also to expand Titan Inc. Limited’ 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.
The fair value of the consideration is EUR 2,686,552 and comprises of:
€
Cash consideration 1,030,000
Deferred consideration 1,656,552
Total consideration 2,686,552
The cash consideration was paid on closing, whereas the deferred consideration is payable in equal
instalments in August 2025 and August 2026.
The following table summarises the acquisition date fair value of assets and liabilities acquired:
€
Customer relationships 718,272
Property, plant and equipment 26,809
Right of use asset 812,288
Trade and other receivables 94,348
Cash and cash equivalents 20,186
Trade and other payables (17,405)
Borrowings (29,841)
Lease liabilities (812,288)
Corporate income tax (121,867)
Deferred tax liability (179,568)
Net identifiable assets acquired 510,934
Goodwill 2,175,618
Net assets acquired 2,686,552
The net assets acquired were all in GBP and the amounts were converted to EUR using a rate of 0.8536
as of the 31 May 2024.
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6 Business combinations - continued
(a) Acquisition of Titan Inc. Limited - continued
The goodwill is attributable to expected synergies from combining Titan Inc. Limited with the Group and the
assembled workforce. Goodwill will not be deductible for tax purposes.
Titan Inc. Limited contributed revenues of EUR 4,368,695 and profit for the year from continuing operations
of EUR 1,214,095 to the Group for the period 31 May to 31 December 2024. If the acquisition had occurred
on 1 January 2025, the Group’s revenue and profit for the year from continuing operations would have been
EUR 123,208,173 and EUR 25,518,534, respectively.
The net outflow of cash in 2024 from the transaction is:
€
Cash considerations 1,030,000
Less cash balances acquired (20,186)
Net outflow of cash - investing activities 1,009,814
Acquisition related costs of EUR 67,429 have been recognised in the income statement within other
operating expenses.
(b) Kafe Rocks acquisition
As part of the acquisition completed on 26 December 2023, the Group did not acquire 100% of the shares
of Time2Play Ltd. The agreement includes certain held call options and written push options, the value of
such options amount to EUR 1,578,613 which was included as part of the addition in goodwill. Depending
on the option that the Group has, a liability of EUR 915,747 was included with the remainder being a change
in non-controlling interests.
7 Discontinued operations and disposal groups held for distribution
(a) Platform & Sportsbook
In February 2023, the Board of the Company’s Parent decided to initiate a strategic review with the intention
to split GiG into two main business segments.
The purpose of the split is to sharpen the focus for each business segment, optimise growth opportunities
and ensure each business can benefit from the strategic and financial flexibility of their distinctive business
models. The split will form two indus try leading businesses with the potential to grow much faster than in
the current corporate structure.
The split was achieved through the divestment of the Platform & Sportsbook segment, which was distributed
to the shareholders of the parent company. 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 & S portsbook have
been reported as a discontinued operation in the Group’s consolidated financial statements.
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7 Discontinued operations and disposal groups held for distribution - continued
Financial performance and cash flow information
Group
2024 2023
€ €
Net revenue 29,351,633 52,007,124
Other operating revenue - 1,985,372
Operating expenses
Personnel expenses (13,389,763) (15,914,644)
Depreciation and amortisation (15,982,257) (16,166,794)
Impairment losses (51,051,281) -
Marketing, including commission (5,708,760) (11,045,167)
Other operating expenses (19,640,044) (10,083,012)
Total operating expenses (105,772,105) (53,209,617)
Other income - 524,281
Operating profit/(loss) pre-transaction costs (76,420,472) 1,307,160
Transaction costs - (1,000)
Operating profit/(loss) (76,420,472) 1,306,160
Finance income - 196,974
Finance costs (728,057) (2,711,603)
Loss before tax (77,148,529) (1,208,469)
Tax expense (1,390,888) (207,985)
Loss after tax of discontinued operations (78,539,417) (1,416,454)
Loss after tax on disposal of net assets of the discontinued
operation (373,000) -
Loss from discontinued operations (78,912,417) (1,416,454)
Loss from discontinued operations attributable to:
Owners of the company (78,912,417) (1,408,757)
Non-controlling interests - (7,697)
(78,912,417) (1,416,454)
Net cash outflow from operating activities (24,635,853) 25,591,857
Net cash outflow from investing activities (10,640,577) (21,056,296)
Net cash outflow from financing activities 34,634,065 (6,106,201)
Net decrease in cash generated by discontinued operation (642,365) (1,570,640)
===== SIDA 103 =====
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7 Discontinued operations and disposal groups held for distribution - continued
Assets and liabilities of disposal group classified as held for distribution to owners of the Parent Company
The following assets and liabilities were reclassified as held for distribution to owners of the Parent Company
in relation to the discontinued operation as at 30 September 2024 and 31 December 2023:
Group Group
As at 30
September
2024
As at 31
December
2023
€ €
Assets classified as held for distribution to owners
Intangible assets 46,015,060 100,919,028
Property, plant and equipment 2,594,747 3,069,784
Right-of-use assets 943,633 1,891,878
Trade and other receivables 21,910,224 17,597,372
Cash at bank and other intermediaries* 9,889,909 7,421,949
Total assets of disposal group held for distribution to owners 81,353,573 130,900,010
Liabilities directly associated with assets classified as held for
distribution to owners
Borrowings** 474,006 23,138,741
Deferred income tax liabilities 1,113,061 1,205,702
Lease liabilities 3,473,940 2,682,399
Trade and other payables 20,293,706 13,930,389
Total liabilities of disposal group held for distribution to owners 25,354,713 40,957,231
*Included within cash at bank and other intermediaries is an amount of EUR 529,044 (2023: 1,464,579) as restricted
cash that is held in a fiduciary capacity and represents customer monies, whose use is restricted in terms of the Malta
Gaming Act, 2018.
** Within borrowings are loans due to third party credit institutions. As part of such loans, the Group had entered in
certain pledges and guarantees as security against such loans, which were substantially paid during 2024.
As required by IFRS 5, a disposal group held for distribution to owners, shall be measured at the lower of
its carrying amount and fair value less costs to distribute. As part of the distribution process upon completion
of the spin off, management has asse ssed whether an impairment indicator arose under IAS 36.
Management used the fair value of the new listed Group, and such value was based on the average share
price in the initial listing period. As a result of such an assessment, EUR 51.6 million was incl uded as
impairment.
===== SIDA 104 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
103
7 Discontinued operations and disposal groups held for distribution - continued
(b) Revenue included within discontinued operations in 2024
Total net revenue in 2024 amounted to EUR 29,351,633 out of which, 100% (2023: 89%) is revenue
recognised over time and 0% (2023: 11%) is revenue recognised at a point in time. The Enterprise Solution
Model contract also included unsatisfied performance obligations that the Group expects to satisfy over the
period 2024 to 2027. Expected revenue from such unsatisfied performance obligations approximates at
EUR 1.8 million (2023: 2.9 million). In April 2024, the Group amended the terms to reflect reduced
unsatisfied performance obligations, resulting in a reduced overall transaction price of EUR 3.9 million and
a longer payment plan.
===== SIDA 105 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
104
8 Intangible assets
Group Notes Goodwill Trademarks Domains
Affiliate
contracts
Technology
platform
Computer
software Other Total
€ € € € € € € €
As at 1 January 2023 64,874,900 862,754 17,284,397 12,812,172 29,554,593 479,484 26,667 125,894,967
Acquisition of subsidiaries 6 24,507,708 - 38,347,515 8,731,778 1,860,019 - - 73,447,020
Additions - - 1,540 - 19,398,209 1,363,127 - 20,762,876
Write down - - - - (718,809) - - (718,809)
Assets classified as held for
distribution 7 (59,038,005) (10,021) (840,687) (10,305,240) (29,857,998) (867,076) - (100,919,027)
Amortisation charge - (2,227) (7,482,337) (2,051,515) (14,830,438) (975,725) (26,667) (25,368,909)
Currency translation
differences - - - - (81,195) 190 - (81,005)
As at 31 December 2023 30,344,603 850,506 47,310,428 9,187,195 5,324,381 - - 93,017,113
As at 1 January 2024 30,344,603 850,506 47,310,428 9,187,195 5,324,381 -
- 93,017,113
Acquisition of subsidiaries 6 3,754,231 - - 718,272 - - - 4,472,503
Additions - 678,618 8,346,452 545,669 6,082,412 18,893 - 15,672,044
Write down (58,458) - - - - - - (58,458)
Amortisation charge - (4,437) (10,019,655) (2,869,398) (3,648,721) (18,893) - (16,561,104)
Transfer to another
intangible asset - (850,506) 850,506 - - - - -
Transfer of accumulated
amortisation to another
intangible asset
- - 1,063,550 (1,063,550) - - - -
Transfer to PPE - - (150,172) - - - - (150,172)
Disposals - - (210,387) - - - - (210,387)
Currency translation
differences (59,000) - (366) 80,087 - - - 20,721
As at 31 December 2024 33,981,376 674,181 47,190,356 6,598,276 7,758,072 - - 96,202,260
===== SIDA 106 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
105
8 Intangible assets - continued
As at 31 December 202 4 the net book value of internally generated intangible assets included within the
above analysis amounted to EUR 7,758,072 (2023: EUR 5,324,384).
Company Technology
platform
Computer
software Total
€ € €
Cost
As at 31 December 2024 and 2023 74,982 8,521 83,503
Accumulated amortisation and impairment
As at 31 December 2023 and 2024 74,982 8,521 83,503
Net book value
As at 1 January 2023, 31 December 2023 and 2024 - - -
Impairment test for goodwill and intangible assets
The Group’s reported goodwill as at 31 December 2024 primarily relates to the 2 acquisitions in the prior
year of AskGamblers Ltd and KaFe Rocks Ltd., companies offering affiliate marketing via their own
websites.
For the purposes of the impairment testing of goodwill and intangibles, following the platform (including
SportNCo) being included as assets held for distribution, two cash generating unit (“CGUs”) was identified
in 2024 (2023: two CGU’s) , comprising Paid and Publishing. The determination of CGUs reflects how the
Group manages the day -to-day operations of the business, and how decisions about the Group’s assets
and operations are made.
The carrying amount, key assumptions and discount rates used in the value -in-use calculations are as
described below.
Cash-generating unit
2024
Carrying amounts Paid Publishing Group
Goodwill (€'000) 5,853 28,128 33,981
Intangible assets with definite lives (€'000) 654 61,567 62,221
Intangible assets with indefinite lives (€'000) - - -
6,507 89,695 96,202
Cash-generating unit
2023
Carrying amounts Media Platform Group
Goodwill (€'000) 30,345 - -
Intangible assets with definite lives (€'000) 61,823 - -
Intangible assets with indefinite lives (€'000) 849 - -
93,017 - -
===== SIDA 107 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
106
8 Intangible assets - continued
Impairment test for goodwill and intangible assets - continued
The key assumptions on which management has based its impairment tests are reflected in the cash flow
projections comprising the budget for 2025 as confirmed by the Group’s Board and estimated cash flows
for years 2026 - 2028 (2023: 2025 - 2027).
Paid Publishing
Marginal tax rate (%) 22% 5%
Long term growth rate (%) 2% 2%
Pre-tax discount rate (%) 15% 15%
Average sales growth is the average annual growth rate over the three -year forecast period. It is based on
past performance and management's expectations of market development.
The development of average sales is expected to be realised based on all the Group's activities, Paid and
Publishing is supported by a documented increasing level of activity with the Group's existing customers
and the expectation and a general increase in the market.
Marginal tax rate is the expected rate over the three -year forecast period. For Paid it is based on current
Danish tax legislation, and for Publishing it is based on current Maltese tax legislation.
The calculated value in use for each cash-generating unit is considerably higher than the carrying amount,
and the prepared impairment test shows that goodwill and other intangible assets are not impaired. In
management's opinion, no reasonable likely chan ge to the above -mentioned assumptions will imply that
the carrying amount of each cash -generating unit will exceed the value in use significantly (2023: no
impairment indicators).
===== SIDA 108 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
107
9 Property, plant and equipment
Group
Installations
and
improvements
to leasehold
premises
Furniture &
fittings
Computer and
office
equipment Total
€ € € €
Cost
As at 1 January 2023 4,198,125 1,590,205 6,779,830 12,568,160
Acquisition of a subsidiary 185,125 - 4,800 189,925
Additions 520,163 130,420 2,788,810 3,439,393
Disposals (2,508,794) (878,116) (7,666,369) (11,053,279)
Exchange differences - (1,284) - (1,284)
As at 31 December 2023 2,394,619 841,225 1,907,071 5,142,915
As at 1 January 2024 2,394,619 841,225 1,907,071 5,142,917
Acquisition of subsidiaries (note 6) - - 26,809 26,809
Additions 93,798 94,242 468,123 656,163
Assets classified as held for
distribution (note 7) (136,053) (43,307) (169,320) (348,680)
Exchange differences (5,064) - (5,000) (10,064)
As at 31 December 2024 2,347,300 892,160 2,227,683 5,467,143
Accumulated depreciation
As at 1 January 2023 4,198,125 1,397,540 5,551,475 11,147,140
Depreciation charge 272,801 102,777 650,486 1,026,064
Disposals (2,329,918) (810,278) (4,843,299) (7,983,495)
As at 31 December 2023 2,141,008 690,039 1,358,662 4,189,709
As at 1 January 2024 2,141,008 690,039 1,358,662 4,189,709
Depreciation charge 48,452 25,251 166,234 239,937
As at 31 December 2024 2,189,460 715,290 1,524,896 4,429,646
Net book value
As at 1 January 2023 - 192,665 1,228,355 1,421,020
As at 31 December 2023 253,611 151,186 548,409 953,206
As at 31 December 2024 157,840 176,870 702,787 1,037,497
===== SIDA 109 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
108
10 Investments in subsidiaries
Company
2024 2023
€ €
At 1 January 135,392,664 121,733,376
Additions 15,859,484 69,274,212
Disposals (1,558,715) -
Disposals through distribution of the Platform & Sportsbook segment (55,998,861) -
Impairment of investment (59,993,661) (55,614,924)
At 31 December 33,700,911 135,392,664
Company
2024 2023
€ €
At 31 December
Cost 33,700,911 195,107,588
Impairment - (59,714,924)
Carrying amount 33,700,911 135,392,664
The additions during 2024 comprised:
● an investment of EUR 10.0 million in a new subsidiary that was incorporated in connection with,
and in preparation for, the spin-off of the Group’s Platform & Sportsbook segment - control over this
subsidiary was temporary as it was subsequently spun-off on 30 September 2024;
● an additional investment of EUR 2.5 million in Innovation Labs Limited; and
● prior to the distribution of the Platform & Sportsbook segment, an additional investment of EUR 2.5
million in GiG Central Services Limited and EUR 0.8 million in SportNCo.
The disposals relate to balances which were previously owing to subsidiaries related to the Platform &
Sportsbook segment, and which have been waived. The waivers have been recorded as a return of
investment and are presented as a disposal.
During 2023, the Group had classified its Platform & Sportsbook segment as a discontinued operation, and
Management had performed an impairment test on the investments in subsidiaries within the discontinued
operations. That assessment had been based on valuations that had been obtained at the time and had
resulted in an impairment charge of EUR 55.6 million.
The spin-off of the Platform & Sportsbook segment was completed during 2024, as disclosed in note 7. The
investments in subsidiaries belonging to this segment were impaired by an additional amount of EUR 60.0
million through which their carrying amount wa s reduced to be equal to the post -spin-off market
capitalization of this segment once it started trading as a separate group.
There were no indications of possible impairment in the Company’s investments in the subsidiaries that are
still held at 31 December 2024. The directors consider that the impairment assessment for this activity is
less sensitive due to the level of headroo m between the carrying amount of the intangible assets and the
respective value-in-use (2023: no impairment).
===== SIDA 110 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
109
10 Investments in subsidiaries - continued
The principal subsidiaries at 31 December 2024 and 2023 are shown below:
Percentage of
ownership and voting
rights held directly
by the Company
Percentage of
ownership and voting
rights held
by the Group
Subsidiaries Country of incorporation/
Principal place of business
Class of
shares held
%
2024
%
2023
%
2024
%
2023
iGamingCloud NV Curacao Ordinary shares - - - 100
Innovation Labs Limited Malta Ordinary shares 100 100 100 100
MT Securetrade Limited Malta Ordinary shares - 100 - 100
iGamingCloud Limited Malta Ordinary shares - 100 - 100
iGamingCloud SLU Spain Ordinary shares - - - 100
GiG Norway AS (formerly OddsModel AS) Norway Ordinary shares 100 100 100 100
GIG Central Services Limited Malta Ordinary shares - 100 - 100
Rebel Penguin ApS Denmark Ordinary shares - - 100 100
iGamingCloud Inc United States Ordinary shares - - - 100
SIA GiG Riga (formerly SIA YSG International) Latvia Ordinary shares - - 100 100
Silvereye International Limited Malta Ordinary shares - 100 - 100
BE Marketing Limited Malta Ordinary shares - - 80 80
Sportnco Gaming SAS France Ordinary shares - 100 - 100
Sportnco SAS France Ordinary shares - - - 100
Tecnalis Solution Providers SLU Spain Ordinary shares - - - 100
Sportnco Espana SA Spain Ordinary shares - - - 100
AskGamblers Limited Malta Ordinary shares - - 100 100
AskGamblers doo Serbia Ordinary Shares - - 100 100
KaFe Rocks Ltd Malta Ordinary shares - - 100 100
Digital World Ltd Malta Ordinary shares - - 100 100
Time2Play Media Ltd Malta Ordinary shares - - 70.33 69.89
KaFe Rocks USA LLC United States Ordinary shares - - 100 100
Titan Inc. Limited United Kingdom Ordinary shares - - 100 -
===== SIDA 111 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
110
10 Investments in subsidiaries - continued
The Group holds an interest of 70.33% in the share capital and voting rights over Time2Play Media Ltd.
The Company is exposed to the following options over the remaining interests in this subsidiary:
● a held call option over an additional 11.11% interest;
● a held call option and a written put option over an additional 16.67% interest; and
● a held call option and a written put option over the remaining 1.89% interest.
Each pairing of call and put options have the same strike price, and it is therefore expected that options
in each pairing are exercised by one party for each circumstance.
The strike price for the options over the 16.67% interest in Time2Play Media Ltd was determinable on
the basis of a multiple of this subsidiary’s revenues for 2023. The combination of these options with a
strike price that was virtually fixed at the time of the acquisition is considered to have exposed the Group
to an interest associated with a present ownership of the underlying shares in Time2Play Media Ltd.
Consequently, the value of EUR 0.9 million has been recognised as a liability at the time of the business
combination, and the ownership interest associated with these shares has been attributed to the
Company’s owners; no ownership interest for these underlying shares has been attributed to non -
controlling interests.
Throughout 2024, the remaining 11.11% and 1.89% interests in Time2Play Ltd were presented in these
consolidated financial statements as non-controlling interests, as the options did not expose the Group
to risks and rewards associated with a present owners hip interest. However, the strike price for the
combined call and put options over the 1.89% interest was determinable on the basis of a multiple of
Time2 Play Ltd’s revenues for 2024. Any variability in the strike price was thus removed as at the end
of the reporting period, and it was determined that the Group’s exposure to risks and rewards became
equivalent on 31 December 2024 to those associated with a present ownership interest in the underlying
shares. Consequently, on that date the Group derecognised the non-controlling interest associated with
this 1.89% interest (having a value of EUR 0.2 million) and recognised a liability of EUR 0.5 million for
the anticipated strike price. The difference of EUR 0.3 million has been recognised directly within equity
attributable to owners of the Company and is presented within capital reserves.
===== SIDA 112 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
111
11 Trade and other receivables
Group Company
2024 2023 2024 2023
€ € € €
Non-current
Finance lease receivable - 890,835 - -
- 890,835 - -
Current
Trade receivables – gross 26,639,025 17,735,327 - -
Less: loss allowance (2,804,626) (1,434,831) - -
Trade receivables 23,834,399 16,300,496 - -
Amounts due from subsidiaries - - 2,178,301 1,042,639
Amounts due from related parties - - - 69,951
Finance lease receivable - 440,336 - -
Indirect taxation 678,173 1,272,785 - -
Other receivables 89,217 105,029 27,265 1,200
Accrued income 1,493,777 296,991 - -
Prepayments 900,435 112,758 55,857 33,219
26,996,001 18,528,395 2,261,423 1,147,009
Amounts due from subsidiaries and in the preceding year from related parties are unsecured, interest
free and repayable on demand.
12 Cash at bank and other intermediaries
Cash at bank and other intermediaries comprise the following:
Group Company
2024 2023 2024 2023
€ € € €
Cash at bank and other intermediaries 11,283,801 15,326,692 223,832 9,517,738
Cash and cash equivalents 11,283,801 15,326,692 223,832 9,517,738
===== SIDA 113 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
112
13 Share capital and share premium
Group and Company 2024 2023
Number of
ordinary
shares
Ordinary share
capital
Number of
ordinary
shares
Ordinary share
capital
€ €
Authorised share capital
Ordinary ‘A’ shares of €1 each 149,999,999 149,999,999 49,999 49,999
Ordinary ‘B’ share of €1 1 1 1 1
150,000,000 150,000,000 50,000 50,000
The movements in the Company’s issued share capital are set out below:
Group and Company Number of
ordinary
shares
Ordinary
share capital Share
premium Total
€ € €
Issued and fully paid
At 1 January 2023 50,000 50,000 2,304,345 2,354,345
At 31 December 2023 50,000 50,000 2,304,345 2,354,345
Issue of shares 115,000,000 115,000,000 - 115,000,000
Cancellation of shares (100,412,000) (100,412,000) - (100,412,000)
At 31 December 2024 14,638,000 14,638,000 2,304,345 16,942,345
The holder of the Ordinary ‘B’ share does not have the right to vote, does not have the right to receive
dividends declared and/or paid, and does not have the right to receive distribution of assets upon winding
up; the holder of the Ordinary A shares does not have any such restrictions.
A number of changes to the Company’s authorised and issued share capital were affected during 2024
in connection with the distribution of the Platform business:
● 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 (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 entirety of the Company’s issued share capital is pledged in favour of Nordic Trustee AS, as the
security agent and the bond trustee.
On 30 September 2024, the Company declared a non-cash dividend in the form of all of the shares held
in subsidiaries forming the Platform & Sportsbook segment, as disclosed in more detail in note 7 and
10. The dividend was measured at the fair value of th e subsidiaries (EUR 55,998,861), and equates to
a dividend per share of EUR 3.83. Prior to the distribution, the investment in subsidiaries had been
impaired by EUR 59,993,661, also as disclosed in note 10, through which the carrying amount was
reduced to fair value; the impairment charge is presented in the Company’s income statement.
===== SIDA 114 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
113
14 Share-based payments
The Group has over time had various share-based payment plans where the exercise and vesting terms
are established by the Board at the time of grant. Share options are granted to selected employees as
well as to consultants, through which awardees are gra nted options over shares in the Company’s
parent, Gentoo Media Inc. All options are conditional on the employees and the consultants completing
a specified number of years’ service (the vesting period) and continued employment at time of exercise.
The options are exercisable starting between 1 and 5 years from the grant date. The Group has no legal
or constructive obligation to repurchase or settle the options in cash. The fair value of stock options
granted is determined using the Black-Scholes option-pricing model.
2024 2023
Average
exercise
price in €
per option
Average
Exercise
price in €
per option
Options Options
Share options which were granted or
converted into options of Inc.
At 1 January 1.75 1,975,350 1.92 2,804,600
At 31 December 1.74 1,119,600 1.75 1,975,350
Share options which were granted or
converted into options of Inc.
Exercised 1.44 545,250, 1.66 105,250
Expired - - 3.79 36,000
Forfeited during the year 1.73 310,500 2.02 688,000
Grant dates
(year)
Vest dates
(range) Expiry dates
Exercise prices
(range) Share options
€ 2024 2023
2019 2020-2022 March 2025 2.18 30,000 30,000
2021 2022-2024 December 2026 1.09 206,500 698,100
2022 2023-2025 December 2027 1.59 883,100 1,247,250
1,119,600 1,975,350
During 2024, there were a number of resignations and therefore options forfeited as the option holders
did not meet the condition of continued employment.
At the end of 2024 there are currently 236,500 shares that are vested but not exercised.
===== SIDA 115 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
114
15 Capital reserves
Group
Note
Capital
contribution
reserve
Advances
for shares
to be
issued Total
€ € €
At 1 January 2023 145,392,339 510,545 145,902,884
Capital contribution arising on share options granted
by the Group's parent entity:
- Fair value of employee services* 24 1,534,286 - 1,534,286
Capital contribution arising on acquisition of
subsidiary
4,264,793 - 4,264,793
At 31 December 2023 151,191,418 510,545 151,701,963
At 1 January 2024 151,191,418 510,545 151,701,963
Capital contribution arising on share options granted
by the Group's parent entity: -
- Fair value of employee services* 24
58,709
- 58,709
Capital contribution received from the parent entity 13,335,561
- 13,335,561
Issue of shares 13 (115,000,000) - (115,000,000)
Cancellation of shares
13
100,412,000
-
100,412,000
Reclassifications within equity 16,17 (9,648,938) (510,545) (10,159,483)
Distributions 7,13 (55,998,860) - (55,998,860)
At 31 December 2024 84,349,890 - 84,349,890
*The amount from discontinued operations is also included in the total fair value of employee services.
Company
Note
Capital
contribution
reserve
Advances
for
shares to
be issued Total
€ € €
At 1 January 2023 124,813,412 510,545 125,323,957
Capital contribution received from the parent entity 4,247,640 - 4,247,640
At 31 December 2023 129,061,052 510,545 129,571,597
At 1 January 2024 129,061,052 510,545 129,571,597
Capital contribution received from the parent entity 2,496,407 - 2,496,407
Issue of shares 13 (115,000,000) - (115,000,000)
Cancellation of shares 13 100,412,000 - 100,412,000
Reclassifications within equity 16 6,367,334 (510,545) 5,886,789
Distributions 7,13 (55,998,860) - (55,998,860)
At 31 December 2024 67,367,933 - 67,367,933
Advances for shares to be issued
The amount of EUR 510,545 as at 31 December 2023 had represented advances in respect of share
premium, for which the formal documentation had not been filed with the Registrar of Companies by the
end of the respective financial reporting periods. During 2024 the Group and the Company elected to
transfer all amounts within this reserve to the capital reserves.
===== SIDA 116 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
115
15 Capital reserves - continued
Capital contribution reserve
In 2023, the Group’s parent issued new shares for 50% of the earn -out payment amounting to
€4,247,640 of SportNCo as per the agreement with the sellers. The amount was capital contributed to
the Company and in turn to the Group. In 2024, a similar transaction amounting to €2,496,407 in relation
to the earn -out payment in relation to KaFe Rocks Ltd was also recorded as a contribution to the
Company.
In addition, during 2024, the Parent Company waived amounts due from Group Companies of EUR
10,839,154.
The 2024 movement of EUR 58,709 (2023: EUR 1,534,286) in the Group’s capital contribution reserve
comprises the cost of share options granted by Inc. as consideration to employees of the various Group
undertakings. The amount recognised in the reserve includes the cost attributable to share option vested
during the period, net of the reversals of costs associated with options that were forfeited by employees
who resigned prior to the vesting conditions being met.
Information about the issue and the cancellation of shares through capitalisation of capital reserves is
disclosed in note 13.
16 Merger reserve
Group Company
2024 2023 2024 2023
€ € € €
At 1 January 3,533,484 3,533,484 5,886,789 5,886,789
Transfer to capital reserves (note 15) (3,533,484) - (5,886,789) -
At 31 December - 3,533,484 - 5,886,789
The merger reserve was attributable to mergers that have taken place in previous years and represents
the difference between any consideration received or paid, and the carrying amounts of the net assets
acquired. During 2024, the Group and the Company ele cted to transfer all amounts within this reserve
to the capital reserves (note 1 5) so that as far as practi cable, all the Group’s and the Company’s other
equity balances are presented within a single component of equity.
17 Other reserves
Group
Currency
translation
reserve
Transactions
with non-
controlling
interests Total
€ € €
At 1 January 2023 (617,343) (13,389,177) (14,006,520)
Currency translation differences (175,042) - (175,042)
At 31 December 2023 (792,385) (13,389,177) (14,181,562)
At 1 January 2024 (792,385) (13,389,177) (14,181,562)
Currency translation differences (311,842) - (311,842)
Changes in ownership interest in subsidiaries without
loss of control
- (303,790) (303,790)
Recycling of accumulated exchange differences from
disposal of Platform & Sportsbook segment
373,000 - 373,000
Transfer to capital reserves (note 15) - 13,692,967 13,692,967
At 31 December 2024 (731,227) - (731,227)
===== SIDA 117 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
116
17 Other reserves - continued
Currency translation reserve
Translation differences arising on translation of foreign operations are recognised in other
comprehensive income and accumulated in a separate reserve within equity. The cumulative amount
is reclassified to profit or loss when the net investment is disposed of.
Transactions with non-controlling interests
The reserve is used to record transactions where the Group acquires a further interest in a subsidiary or
disposes of a stake in a subsidiary without losing control. The above reserves are non -distributable
reserves. During 2024 the Group elected to transfer all amounts within this reserve to the capital reserves
(note 15) so that as far as practicable, all the Group’s and the Company’s other equity balances are
presented within a single component of equity.
18 Non-controlling interests
The following table presents information related to the Group’s subsidiary in which the non -controlling
interests are significant. The figures are stated before any consolidation adjustments.
Time2Play
2024
€
Statement of comprehensive income
Revenue 5,900,594
Profit for the year 2,572,245
Balance sheet
Non-current assets 415,080
Current assets 5,336,884
Non-current liabilities 19,252
Current liabilities 1,475,049
Carrying amount of non-controlling interests 910,404
Statement of cash flows
Cash flows from operating activities 3,047,206
Cash flows from investing activities (150,165)
Cash flows from financing activities (4,021,858)
Included within the carrying amount of non -controlling interest is the profit for the year allocated to NCI
of EUR 457,858. Other changes include the valuation of options on acquisition which amount to EUR
662,867 (refer to Note 6(b)). During the year, one of the options has shifted to being both a call and put
option which resulted in a decrease in the NCI of EUR 195,877 and a corresponding increase in liability
of EUR 499,667.
The opening NCI is in relation to other non-controlling interests which are deemed immaterial.
===== SIDA 118 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
117
19 Trade and other payables
Group Company
2024 2023 2024 2023
€ € € €
Non-current
Indirect taxation and social security - 1,862,575 - -
- 1,862,575 - -
Current
Trade payables 3,887,073 1,149,276 - 28,849
Jackpot balances - 15,606 - -
Amounts due to subsidiaries - - 53,586,653 58,816,124
Other payables 5,180,429 6,537,150 1,772,694 2,120,312
Indirect taxation and social security 260,336 1,916,100 - -
Accruals 2,569,060 2,163,536 - 600,800
Deferred income - 558,402 - -
11,896,898 12,340,070 55,359,347 61,566,085
Amounts due to subsidiaries are unsecured, interest-free and repayable on demand. In connection with
the sale of B2C operations related to Sportnco in 2023, a EUR 2.1 million payable to former shareholders
of SportNCo is included under other payables for both Group and Company as at 31 December 2023.
The amount was paid in April 2024.
Included within ‘Other payables’ in the Group is an amount of EUR 1.5 million to a platform entity as part
of the spin off (amount also included in the Company). Also EUR 1.4 million is included in relation to the
valuation of the options that the Group hold in Time2Play Limited.
Some of the Group’s subsidiaries postponed the remittance of certain indirect taxes. Management has
entered into payment plans with the relevant authorities for any overdue balances relating to 2022 and
preceding years. Amounts for which the renegotiated p ayment does not fall due within 12 months are
presented as non-current liabilities.
20 Borrowings
Non-current Group Company
2024 2023 2024 2023
€ € € €
Bonds 89,475,654 74,551,082 89,475,654 74,551,082
89,475,654 74,551,082 89,475,654 74,551,082
Current Group Company
2024 2023 2024 2023
€ € € €
Loan from Group parent 9,121,947 3,164,698 11,805,834 14,751,575
Loan from Credit institutions 7,078,402 - 7,055,493 -
16,200,349 3,164,698 18,861,327 14,751,575
===== SIDA 119 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
118
20 Borrowings - continued
As of 31 December 2024, the Group and the Company have the following outstanding bonds:
Issuance year Maturity date Seniority Currency Nominal amount Interest rate
2023, 2024 18 December
2026 Senior secured EUR 60 million 3m EURIBOR + 7.25%
p.a.
2023 18 December
2026 Senior secured SEK 350 million 3m STIBOR + 7.25%
p.a.
As of 31 December 2023, the Group and the Company had the following outstanding bond:
Issuance year Maturity date Seniority Currency Nominal amount Interest rate
2023 18 December
2026 Senior secured EUR 45 million 3m EURIBOR + 7.25%
p.a.
2023 18 December
2026 Senior secured SEK 350 million 3m STIBOR + 7.25%
p.a.
In December 2023, the Company completed the issuance of a new 3 -year EUR 75 million equivalent
senior secured bonds, split in a EUR 45 million and a SEK 350 million tranches, and with a combined
borrowing limit of EUR 100 million equivalent and floating coupons of 3 months EURIBOR/STIBO R +
7.25% per annum. The net proceeds were used to call the 2021-24 SEK 550 million bond in full including
the call premium, to partly finance the acquisition of KaFe Rocks and for general corporate purposes.
In June 2024, the Company completed a EUR 15 million subsequent issue under the EUR -tranche,
increasing the EUR tranche to EUR 60 million. The proceeds from the contemplated tap issue were used
towards deferred considerations related to the acquisition of KaFe Rocks group.
The transaction was very well received among investors across the Nordics, continental Europe, and
the US, with both existing and new investors participating in the placement, resulting in a significant
oversubscription and a subsequent bond issue price of 103.75% of par.
The Company had initiated the process for application and listing of the bonds on Nasdaq Stockholm.
Their quoted price as of 31 December 2023 was EUR 45.8 million and SEK 350.9 million (total EUR
77.4 million), which in the opinion of the directors fairly represented the fair value of these liabilities. This
fair value estimate was deemed to fall under level 2 of the fair value measurement hierarchy, as it was
based on a quoted price in a market with low trading volume. Their quoted price was EUR 61.2 milli on
and SEK 361.8 million (total EUR 92.8 million) (2023: EUR 45.8 million and SEK 350.9 million (total EUR
77.4 million)), which in the opinion of the directors fairly represented the fair value of these liabilities.
This fair value estimate was deemed to fall under level 2 of the fair value measurement hierarchy, as it
was based on a quoted price in a market with low trading volume.
The 2023-26 bonds and the 2024 TAP are registered in the Norway Central Securities Depository and
are listed on Nasdaq Stockholm and Frankfurt Stock Exchange Open Market.
Following the completion of the spin off, the Group entered into a facility with Citibank for a total amount
of EUR 25 million. As at year end EUR 7 million has been drawn down. Subsequent to year end, EUR
16 million has been drawn down accordingly.
Pledged securities
Gentoo Media Inc. has pledged all the issued share capital in the Company with a nominal value of EUR
1 to Nordic Trustee ASA, acting as the agent on behalf of bond holders. The bonds are secured by
guarantees provided by group operating subsidiaries guaranteeing the disc harge of the Company’s
obligations.
===== SIDA 120 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
119
21 Deferred consideration
Deferred consideration consists of contractual obligations resulting from acquisitions of intangible assets
from third parties relating to future payments.
Group 2024 2023
€ €
As at 1 January 44,483,873 -
Settlements (22,335,000) -
Notional interest charge 3,408,806 2,122,328
Additions 8,549,618 42,361,545
As at 31 December 34,107,297 44,483,873
The deferred consideration is split between non-current and current liabilities as follow:
Group 2024 2023
€ €
Non-current 852,636 27,923,525
Current 33,254,661 16,560,348
34,107,297 44,483,873
22 Deferred taxation
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets against current tax liabilities and when the deferred income taxes relate to the same fiscal
authority.
The following amounts determined after appropriate offsetting are shown in the statement of financial
position:
Group Company
2024 2023 2024 2023
€ € € €
Deferred tax assets 19,745,676 5,987 - -
Deferred tax liabilities (2,447,660) (3,990,421) - -
17,298,016 (3,984,434) - -
===== SIDA 121 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
120
22 Deferred taxation – continued
The movement on the deferred income tax account is as follows:
Group Company
2024 2023 2024 2023
€ € € €
As at 1 January (3,984,434) (2,223,771) - -
Deferred tax liability recognised upon
acquisition of subsidiary
(179,568) (2,228,471) - -
Deferred tax liability on temporary differences -
recognised in profit or loss
1,366,698
(737,894)
-
-
Deferred tax recognised on the undistributed
profits of subsidiaries
19,739,689
-
-
-
Other movements 355,631 - - -
Transfer to liabilities of disposal group - 1,205,702 - -
As at 31 December 17,298,016 (3,984,434) - -
Deferred taxation is calculated on temporary differences under the liability method using the principal
tax rate within the relevant jurisdiction. The year -end balance comprises temporary differences arising
on:
Group Company
2024 2023 2024 2023
€ € € €
Future tax credits on subsidiaries' undistributed
profits
19,745,676
-
-
-
Differences between the tax base and carrying
amounts of intangible and tangible assets, and
leases
(2,584,025)
(4,937,241)
-
-
Unabsorbed capital allowances and tax losses - 923,411 - -
Provision for impairment of receivables 266,974 29,396 - -
Other temporary differences (130,609) - - -
Net deferred tax asset 17,298,016 (3,984,434) - -
The movement in each of the above temporary differences has been recognised within the Group’s profit
or loss.
===== SIDA 122 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
121
23 Net revenue and other operating expenses
(a) Net revenue
The Group’s revenue by product line is disclosed in note 2, Segment Information.
(b) Other operating expenses/(income)
Other operating expenses/(income) include:
Group Company
2024 2023 2024 2023
€ € € €
Consultancy fees 8,807,422 5,852,692 221,722 124,769
Loss allowance 1,702,372 335,255 - -
Bad debts 754,116 411,629 - -
Software expenses 2,354,990 1,407,271 - -
Other operating expenses 5,081,374 1,718,811 232,003 20,775
Release of contingent
consideration - - - (10,543,215)
18,700,274 9,725,658 453,725 (10,397,671)
Included within the Company's numbers is an amount for 2023 of EUR 10,543,215 relating to the release
of the SportNCo earn -out. The equivalent amount was accounted for at a Group level within
discontinued operations (Note 7).
(c) Marketing expenses
Group Company
2024 2023 2024 2023
€ € € €
Marketing expenses 32,019,869 26,777,432 - -
32,019,869 26,777,432 - -
Main categories within marketing are search engine marketing (SEM), social media advertising, banner
& display advertising, SEO and content.
(d) Transaction costs
The Group's transaction costs for 2023 of EUR 2.0m primarily relate to circa EUR 1.7m in relation to the
re-financing of the bond (including early termination fees) with the difference of circa EUR 0.3m relating
to transaction costs linked to the acquisition of KaFe Rocks. The Company amount of EUR 1.7m relates
solely to the re-financing of the bond (including early termination fees).
===== SIDA 123 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
122
23 Net revenue and other operating expenses - continued
(e) Auditor costs
Fees charged by the auditor for services rendered are shown in the table below.
Group Company
2024 2023 2024 2023
€ € € €
Annual statutory audit 458,750 471,029 35,000 -
Other assurance services 139,050 18,917 - -
Tax advisory and compliance services 10,100 47,495 - 3,717
Other non-audit services 82,871 273,206 - -
690,771 810,647 35,000 3,717
24 Personnel expenses
Group
2024 2023
€ €
Gross wages and salaries 18,495,197 12,978,566
Less: employee costs capitalised as part of software development (5,636,951) (4,373,953)
Net wages and salaries, including pensions plans and other benefits 12,858,246 8,604,613
Social security costs 2,677,472 1,501,663
Cost of share options (Note 14) 58,709 70,170
15,594,427 10,176,446
The Group employs, on average:
Group
2024 2023
Managerial 7 12
Publishing 253 128
Paid 75 64
Platform & Sportsbook (discontinued, Note 7) 350 464
685 668
25 Other income
Group Company
2024 2023 2024 2023
€ € € €
Other income/(expense) 637,229 718,117 43,255 (898,382)
The other income recognised by the Group in 2024 and in 2023 relates to rental income from sub-leasing
of office space. At a Company level, during 2022, an indirect subsidiary of the Company was liquidated
and an amount of EUR 898,382 was generated as proceeds from the said liquidation in line with a signed
agreement between the Company and subsidiary. In 2023, a revised agreement was entered into
between the Company and the intermediate parent whereby the Company agreed that su ch previously
received proceeds amounting to EUR 898,382 be due to the intermediate parent.
===== SIDA 124 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
123
26 Finance income
Group Company
2024 2023 2024 2023
€ € € €
Other interest income 169,830 - 165,330 -
Exchange differences 203,890 - 1,136,185 -
373,720 - 1,301,515 -
27 Finance costs
Group Company
2024 2023 2024 2023
€ € € €
Bond interest expense 10,093,762 6,556,435 10,093,762 6,556,435
Other interest expense 3,500,084 2,247,921 - 649,511
Exchange differences - 256,698 - 405,079
Interest payable for lease liabilities (Note 5) 295,813 409,854 - -
13,889,659 9,470,908 10,093,762 7,611,025
28 Tax
Group Company
2024 2023 2024 2023
€ € € €
Current tax expense 995,097 2,715,992 - (21,187)
Deferred tax (credit)/expense (Note 22) (1,366,698) 737,894 - -
Tax (credit)/expense (371,601) 3,453,886 - (21,187)
In 2023, t ax expense from continuing operations amounts to EUR 3,245,902. Tax expenses from
discontinued operations is disclosed in Note 7. The figures disclosed for 2024 relate solely to continuing
operations.
The tax on the profit/(loss) before tax differs from the theoretical amount that would arise using the basic
tax rate applicable as follows:
Group Company
2024 2023 2024 2023
€ € € €
Profit/(loss) from continuing operations before
tax
25,954,954
18,689,312 (69,196,378) (55,417,403)
Loss from discontinued operations before tax - (1,208,469) - -
Tax calculated at domestic tax rates (5%-35%)
applicable to profits or losses in the respective
countries
2,376,220 1,201,890 (24,218,730) (19,396,091)
Tax effect of:
Disallowed expenses 655,850 1,794,718 24,218,730 19,396,091
Income not subject to tax - (501,861) - -
Movements in unrecognised deferred tax assets (82,853) 980,326 - -
Unrecognised tax in previous year (3,246,858) (21,187) - (21,187)
Other differences (73,960) - - -
Tax (credit)/expense (371,601) 3,453,886 - (21,187)
===== SIDA 125 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
124
29 Cash flows from operations
(a) Reconciliation of operating profit/(loss) to cash generated from/(used in) operations:
Group Company
2024 2023 2024 2023
€ € € €
Operating profit/(loss) from:
continuing operations 39,470,893 30,167,655 (60,404,131) (46,115,635)
Discontinued operations to be distributed to
owners
(76,420,472) 1,307,159 - -
-
Adjustments for: -
Depreciations and amortisation (Notes 5, 7, 8
and 9)
33,606,998 28,654,604
- -
Other non-cash gains (239,000) (1,985,372) -
Movement in contingent consideration (Note 21) - (10,543,215) - (10,543,215)
Loss on disposal of intangible assets and
property, plant and equipment
393,496 - - -
Impairment charges 51,051,281 718,809 - -
Provision for impairment of investments in
subsidiaries (Note 10)
- - 59,993,661 55,614,924
Share-based payments (Note 24) 58,709 1,534,286 - -
Transaction costs - (2,008,435) - (1,690,743)
Changes in working capital:
Trade and other receivables (13,873,714) (7,402,106) (4,315,778) 13,213,729
Trade and other payables 1,935,917 5,639,808 (7,016,542) (25,709,893)
Restricted cash 1,464,579 (77,731) - -
Cash generated from/(used in) operations 37,448,687 46,005,462 (11,742,790) (15,230,833)
(b) Significant non-cash investing and financing transactions
During the year:
● the Group and the Company distributed the Platform & Sportsbook segment, as disclosed in
more detail in note 10. The segment held EUR 9,967,916 in cash and cash equivalents at that
date, reducing the Group’s cash and cash equivalents by an equivalent amount;
● the Group recorded a reduction in a deferred consideration liability, and the Company recorded
a non-cash investment in subsidiaries, amounting to EUR 2,496,407. Settlement of the deferred
consideration was funded by the Company’s parent issuing shares. The Company recorded
further additions of EUR 2,360,677 which were the result of the capitalisation of receivable
balances;
● the Group and the Company also had a reduction of EUR 3,468,861 in the loan from the Group
parent which was executed through the assignment by the Company to the Group parent of
certain receivables owing to the Company; and
● Group acquisitions of subsidiaries and of intangible assets amounting to EUR 1,656,552 and
EUR 3,131,463 respectively were funded through deferred consideration arrangements.
As disclosed in note 20, in the preceding year, the bondholders of the Company’s 2021 -2024 bonds
were given the opportunity to participate in the issuance of new 2023 -26 bonds. As a result of the take
up of this opportunity by existing bondholders, the redemption of an amount of EUR 20.1 million 2021 -
2024 bonds, and the issuance of an equivalent amount of 2023-2026 bonds, were settled through a set-
off with no cash being paid or received by the Company.
===== SIDA 126 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
125
29 Cash flows from operations - continued
(c) Reconciliation of financing liabilities
Group Bond
Lease
liability
Loan from
group
parent
Loans from
credit
institutions Total
€ € € € €
Balance as at 1 January 2023 48,190,977 9,930,434 3,719,453 16,450,565 78,291,428
Acquisition of subsidiaries - 190,865 - - 190,865
Cash flows 26,313,281 (3,195,753) 7,775,390 (3,828,806) 27,064,111
Other non-cash movements,
including interest accrued
46,824 863,837 2,186,838
- 3,097,499
Reclassification of liabilities of
disposal group
- (2,682,399)
(10,516,854)
(12,621,759)
(25,821,140)
Balance as at 31 December
2023
74,551,082 5,106,984 3,164,827 - 82,822,893
Balance as at 1 January 2024 74,551,082 5,106,984 3,164,827 - 82,822,893
Acquisition of subsidiaries - 283,000 - 29,841 312,841
Cash flows 15,203,885 (2,807,729) (1,296,386) 7,000,000 18,099,770
Other non-cash movements,
including interest accrued
(279,313) 619,806 7,253,507
49,034 7,643,034
Balance as at 31 December
2024
89,475,654 3,202,061 9,121,948 7,078,875 108,878,538
Company Bond
Loan from
group parent
Loans from
credit
institutions Total
€ € € €
Balance as at 1 January
2023
48,190,977 4,248,669 - 52,439,646
Cash flows 26,313,281 8,532,472 - 34,845,753
Other non-cash movements 46,824 1,970,434 - 2,017,258
Balance as at 31 December
2023
74,551,082 14,751,575 - 89,302,657
Balance as at 1 January
2024
74,551,082 14,751,575 - 89,302,657
Cash flows 15,203,885 578,613 7,000,000 22,782,498
Other non-cash movements (279,313) (3,468,861) - (3,748,174)
Balance as at 31 December
2024
89,475,654 11,861,327 7,000,000 108,336,981
===== SIDA 127 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
126
30 Related party transactions
Gentoo Media Inc. as the Company’s immediate and ultimate parent entity has its shares traded on the
Oslo Børs and NASDAQ Stockholm. In view of its shareholding structure, the Group does not have an
ultimate controlling party.
All companies forming part of the Gentoo Media Inc. group, comprising the Company and its subsidiaries
(as disclosed in Note 10), the shareholders, and other companies controlled or significantly influenced
by the shareholders are considered to be related parties.
The following transactions were carried out with related parties.
(a) Key management personnel
Group
2024 2023
€ €
Directors' emoluments 624,518 990,645
Share-based payments - 68,548
624,518 1,059,193
Key management personnel comprise the directors of the Group.
(b) Year-end balances arising from amounts due and loans from related parties, and other
transactions
Group Company
2024 2023 2024 2023
€ € € €
Other receivables from related parties (Note 11)
Subsidiaries - - 2,178,301 1,042,639
Related parties - - - 69,951
Other payables to related parties
Subsidiaries (Note 19) - - 53,586,653 58,816,124
Loan from Group parent (Note 20) 9,121,948 3,164,827 11,861,328 14,751,575
Other transactions
Capital contributions during the year (Note 15) 13,335,561 4,264,793 - 4,247,640
Fair value of employee services (Note 24) 58,709 1,534,286 - -
Before the spin-off on 30 September 2024, an investment 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 subsi diary 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.
The amount of EUR nil (2023: EUR 1,464,117) of the fair value of employee services disclosed in the
above table is presented within these financial statements as part of the discontinued operation (Note
7).
31 Events after the reporting period
No subsequent events of material significance have occurred.
===== SIDA 128 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
127
32 Significant risks and uncertainties
General
Regulatory and compliance risk is by and large one of the biggest external risks faced by the Group as
the business provides services to regulated entities and operates in an increasingly regulated industry.
Over the course of 2024, such risk applied to both continued and discontinued operations. While the risk
from the Platform business lasted just prior to the split (i.e. end of September 2024), this business
segment subjected the Group to an even higher level of regulatory and compliance risk due to its
exposure to player funds, technical obligations and a higher level of regulatory reporting, stemming
directly from B2C license requirements held by the business itself, but also indirectly, due to B2B
requirements imposed on the gambling operators it servi ced. Legislation concerning online gaming is
under review in certain jurisdictions, and in some circumstances, previous opportunities to offer gaming
products to certain customers based in some markets on principles of freedom to provide services may
be impacted by new legal restrictions being imposed. In other cases, previously unregulated jurisdictions
pass legislation regulating the market and while this creates new opportunities to offer products and
services to those markets with legal certainty, such development also increase costs by fragmenting the
international gambling market into national markets with a multitude of different requirements in terms
of products, advertising and regulatory compliance.
Although gaming laws and regulations of many jurisdictions do not specifically apply to the provision of
affiliate marketing services, certain countries have also sought to regulate such services. The Group
may therefore be subject to such laws, directly or indirectly.
This evolving environment and the Group’s continuing international expansion brings further complexity
to its multi-jurisdictional regulatory position and its task to fulfil regulatory requirements, predominantly,
advertising and responsible gaming 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 integrity and regulatory adherence in every aspect of our business.
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 Google’s core updates to its search algorithm which could
temporarily negatively impact rankings (hence also impacting revenues) and currency fluctuations which
could have a material impact on cash flow, notwithstanding the risks stemming from internal 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.
===== SIDA 129 =====
Gentoo Media p.l.c.
Annual Report and Consolidated Financial Statements – 31 December 2024
128
33 Statutory information
Gentoo Media p.l.c. is a limited liability company and is incorporated in Malta, having a registered office
at @GiG Beach, Trig Id-Dragunara, San Giljan STJ3148, Malta.
Gentoo Media Inc. (formerly Gaming Innovation Group Inc.), a company incorporated in the United
States of America with a registered office address of 10700, Stringfellow Rd., 10, Bookeelia FL 33922
is the immediate and ultimate parent of the Company.
34 Comparative information
Comparative figures disclosed in the main components of these financial statements have been
reclassified to conform with the current year’s presentation format for the purpose of fairer presentation.
===== SIDA 130 =====
129
Independent auditor’s report
To the Shareholders of Gentoo Media p.l.c. (formerly known as Gaming Innovation Group p.l.c.)
Report on the audit of the financial statements
Our opinion
In our opinion:
● The Group financial statements and the Parent Company financial statements (the “financial
statements”) of Gentoo Media p.l.c. (formerly known as Gaming Innovation Group p.l.c.) (the
“Company”) give a true and fair view of the Group and the Parent Company’s financial position as at 31
December 2024, and of their financial performance and cash flows for the year then ended in
accordance with International Financial Reporting Standards (‘IFRSs’) as adopted by the EU; and
● The financial statements have been prepared in accordance with the requirements of the Maltese
Companies Act (Cap. 386).
Our opinion is consistent with our additional report to the Board of Directors.
What we have audited
Gentoo Media p.l.c.’s (formerly known as Gaming Innovation Group p.l.c.) financial statements comprise:
● the Consolidated and Parent Company statements of financial position as at 31 December 2024;
● the Consolidated and Parent Company income statements and statements of comprehensive income
for the year then ended;
● the Consolidated and Parent Company statements of changes in equity for the year then ended;
● the Consolidated and Parent Company statements of cash flows for the year then ended; and
● the notes to the financial statements, comprising material accounting policy information and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
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Independence
We are independent of the Group and the Parent Company in accordance with the International Code of
Ethics for Professional Accountants (including International Independence Standards) issued by the
International Ethics Standards Board for Accountants (IESBA Code) together with the ethical requirements
of the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the
Accountancy Profession Act (Cap. 281) that are relevant to our audit of the financial statements in Malta.
We have fulfilled our other ethical responsibilities in accordance with these Codes.
To the best of our knowledge and belief, we declare that non -audit services that we have provided to the
parent company and its subsidiaries are in accordance with the applicable law and regulations in Malta and
that we have not provided non -audit services that are prohibited under Article 18A of the Accountancy
Profession Act (Cap. 281).
The non-audit services that we have provided to the parent company and its subsidiaries, in the period from
1 January 2024 to 31 December 2024, are disclosed in note 23(e) to the financial statements.
Our audit approach
Overview
Overall group materiality: €1,522,000, which represents approximately 1%
of net revenue from continuing and discontinued operations
PwC Malta is the Group auditor with responsibility for the direction,
supervision and review of planning, execution and completion of the audit.
The Group auditor performed oversight procedures on the work of
component auditors where a combination of full scope audits and specified
audit procedures on certain account balances were performed.
● Impairment assessment of goodwill and other intangible assets
● Acquisition accounting
● Disposal of the platform business
● Effectiveness of internal controls
As part of designing our audit, we determined materiality and assessed the risks of material misstatement
in the financial statements. In particular, we considered where the directors made subjective judgements;
for example, in respect of significant accounting estimates that involved making assumptions and
considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of
management override of internal controls, including among other matters, consideration of whether there
was evidence of bias that represented a risk of material misstatement due to fraud.
Materiality
Group
scoping
Key audit
matters
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Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance whether the financial statements are free from material misstatement. Misstatements
may arise due to fraud or error. They are considered material if individua lly or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of the financial
statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall group materiality for the financial statements as a whole as set out in the table below.
These, together with qualitative consideratio ns, helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and in aggregate on the financial statements as a whole.
Overall group
materiality
€1,522,000
How we determined it Approximately 1% of net revenue from continuing and
discontinued operations
Rationale for the
materiality benchmark
applied
We chose net revenue as the benchmark because, in our view, it is
a key financial metric used in assessing the performance of the
Group and is a generally accepted benchmark. We chose 1% based
on our professional judgement noting that it is also within the
range of commonly accepted revenue related thresholds.
We agreed with the Board of Directors that we would report to them misstatements identified during our
audit above €152,200 as well as misstatements below that amount that, in our view, warranted reporting
for qualitative reasons.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Key audit matter How our audit addressed the key audit matter
Impairment assessment of goodwill and other
intangible assets
Refer to the accounting policies, Note 4(a) (Critical
accounting estimates and judgements) and Note 8
(Intangible assets).
IAS 36 ‘Impairment of Assets’ requires that Goodwill
and other intangible assets are subject to an
impairment review at least annually, or more
frequently when there is evidence of a trigger event.
We obtained the annual impairment assessments
per CGU performed by management.
A key component of our work was to consider the
budgets and cash flow forecasts prepared by
management, as outlined below. This was
supplemented by specific procedures on the key
assumptions used.
We agreed the 2025 budget in the impairment
models to the latest Board approved budgets. For
the remaining periods covered by the models we
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IAS 36 also requires a number of specific disclosures
in respect of the impairment assessment.
The Group tests whether goodwill and other
intangible assets are impaired on an annual basis.
For the purpose of assessing impairment, assets are
grouped at the lowest levels for which there are
separately identifiable cash flows, referred to as a
cash generating unit (“CGU”).
During the year and following the completion of the
Strategic Review announced by the Board of
Directors, the Group reassessed its accounting policy
for the identification of its CGUs – this reassessment
led the Group to identify two CGUs: ‘Paid’ and
‘Publishing’.
The Group has goodwill of €34 million and €62
million of other intangible assets across the two
cash-generating units. When performing the annual
impairment review of goodwill and other intangible
assets as at 31 December 2024, management
determined that the goodwill and other intangible
assets were fully recoverable.
The underlying forecast cash flows, and the
supporting assumptions, reflect significant
judgements as these are affected by future market or
economic conditions, changes to laws and
regulations as well as management’s success in
achieving growth targets. The estimation of future
cash flows and the level to which they are discounted
is inhere ntly uncertain and requires judgement.
Judgement is also applied in the assessment of
useful lives of intangible assets that are amortised
over a defined period.
The extent of judgement, and the size of goodwill and
intangible assets resulted in this matter being
identified as an area of audit focus.
evaluated the assumptions (including growth
rates, EBITDA margins and discount rates) in the
forecasts and considered the evidence available to
determine whether the forecasts were reasonable
and supportable. We, together with our valuation
experts, determ ined that the application of the
key assumptions was considered to be
reasonable.
Due to the significant headroom between the
reported intangible assets and the respective
value-in-use calculations, sensitivities were not
deemed necessary.
As part of our work, we assessed the accuracy of
management’s historic forecasting ability when
considering the assumptions used within the
value in use model.
We assessed the appropriateness of the
disclosures as required by IAS 36 in respect of the
goodwill and other intangible assets and
considered these to be reasonable.
Based on the work performed, we found the
assessment of the recoverable amount of goodwill
and other intangible assets to be consistent with
the explanations and evidence obtained.
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Acquisition accounting
Refer to Note 4(c) (Critical accounting estimates and
judgements), Note 6 (Business Combinations) and
Note 8 (Intangible assets).
In August 2024, the Group completed the purchase
of 100% of the shares and voting rights in Titan Inc.
Limited. The Group acquired effective control over
Titan Inc. Limited 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. The consideration (net of
discounting) amounts to €2.7 million.
Accounting for the acquisition under IFRS 3
‘Business Combinations’ required a fair value
exercise to assess the assets and liabilities acquired
including valuing any separately identifiable assets
and the resulting goodwill.
Management identified €0.7 million of identifiable
intangible assets in respect of customer
relationships. The residual goodwill arising from
this acquisition amounted to €2.2 million.
In addition to the above, d uring 2024, the Group
completed three asset acquisitions amounting to
€8.9 million. M anagement determined that the
purchase price is to be allocated to two separately
identifiable intangible assets: domains and affiliate
contracts. In arriving at the value of affiliate
contracts, management assessed the acquired
affiliate contracts and assume d a churn rate . T he
remainder of the consideration is allocated to the
domain value.
We focused on this matter due to the significance of
management assumptions and judgements
exercised. The identification and valuation of
intangible assets can be a particularly subjective
process. Any difference to these assumptions could
cause a material misstatement.
We obtained and assessed management’s
purchase price allocation / valuation workings for
each of the four acquisitions completed during
2024.
We performed the following procedures on the
Group’s acquisitions during the year:
- specifically on Titan Inc. Limited we
obtained comfort over the acquisition
meeting the definition of a Business
Combination under IFRS 3 and audited
the opening balance sheet position of
Titan Inc. Limited;
- assessed management’s judgements and
estimates made in preparing these
valuations, including the key
assumptions applied such as the growth
rate and discount rate (where
applicable), and the useful economic
lives assigned to the intangible assets
(taking into considering the useful lives
assigned to existing Group intangibles
arising from previous acquisition);
- assessed whether the accounting
principles and disclosures in the annual
report are in accordance with IFRSs.
From the procedures performed set out above, we
did not find any material differences in the
identified intangible assets and the arising values
recognised in the financial statements.
As a result of our work, we determined that the
acquisitions during the year have been
appropriately accounted for and disclosed.
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134
Disposal of the platform business
Refer to Note 7 (Discontinued operations and
disposal groups held for distribution).
In February 2023, the Board of the Company’s
Parent decided to initiate a Strategic Review with
the intention to split the Group into two main
business segments.
The split was achieved through the divestment of
the Platform & Sportsbook segment, which was
distributed to the shareholders of the Parent
Company.
As part of the distribution process and prior to the
completion of the divestment, management
assessed whether an impairment indicator arose
under IAS 36. Management used the fair value of the
new listed Group, and such value was based on the
average share price in the initial listing period. As a
result of such an assessment, €51.1 million was
included as an impairment charge.
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 yea r ended 31 December 2023 and at the
distribution date (30 September 2024).
We focused on this matter due to the significance of
management assumptions and judgements
exercised in relation to determining the fair value of
the new listed Group. Any difference to these
assumptions and judgements could cause a material
misstatement.
We obtained management’s impairment
assessment comparing the market value of the
new listed Group and the net asset value
accounted for at distribution date.
We agreed the inputs to the supporting
documentation and challenged the judgement in
relation to the share price assigned to the units.
We, together with our valuation experts,
determined that the application of the key
assumptions was considered to be reasonable.
We assessed the appropriateness of the
disclosures as required by IAS 36 and IFRS 5 and
considered these to be reasonable.
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135
Effectiveness of internal controls
The Group, in September 2024, completed the split
dividing the Company into two independently listed
companies. In addition, the Group made a number
of acquisitions in 2023 and 2024 . These factors
contributed to gaps in control measures especially
in the area of acquisition accounting and the related
revenue.
We focused on areas such as acquisition accounting
and related revenue because of the nature and
magnitude of the said areas, as well as the outcome
of the evaluation of the degree of formal corporate
governance over these acquisitions , which in turn
increases the risk of management override and
inherently presents a higher risk of misstatement.
As a result of the increased audit risk, we
performed additional audit procedures designed
to identify and mitigate the related risks and
incorporated a greater emphasis on substantive
testing of these areas.
Procedures included:
- Applying a higher level of professional
scepticism and placing more reliance on
substantive work on acquisitions and related
revenues by obtaining third party confirmations
on certain elements where lack of segregation of
duties and/or corporate governance were noted;
- Engaging in detailed ongoing discussions with
management and the directors throughout the
audit process to understand new transactions and
revenue generated from these transactions ,
which led to adjustments being processed by
management;
- Seeking written endorsements of such
transactions from the Group Audit Committee;
- Seeking written representations on, inter alia,
the nature, completeness and business rationale
of some specific transactions entered into by the
Group in 2024 and that no related parties were
involved.
Control deficiencies, including lack of formal
corporate governance around such transactions
have been formally communicated to the
directors and the Group Audit Committee.
We have no key audit matters to report with respect to our audit of the parent company financial statements.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on
the financial statements as a whole, taking into account the structure of the Group, the accounting processes
and controls, and the industry in which the Group operates.
The Group includes a number of subsidiaries, mainly operating in Malta, UK, Denmark and Serbia. The
consolidated financial statements are a consolidation of all of these components.
We therefore assessed what audit work was necessary in each of these components, based on their financial
significance to the financial statements and our assessment of risk and Group materiality. At the component
level, we performed a combination of full scope audits and specified audit procedures on certain account
balances in order to achieve the desired level of audit evidence.
In establishing the overall audit approach to the Group audit, we determined the type of work that needed
to be performed by us, as the Group auditor, or by component auditors. For the work performed by
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136
component auditors operating under our instructions, we determined the level of involvement we needed
to have in the audit work at those locations to be satisfied that sufficient audit evidence had been obtained
for the purposes of our opinion.
We kept in regular communication with component auditors throughout the year with phone calls,
discussions and written instructions and review of working papers where appropriate.
We ensured that our involvement in the work of our component auditors, together with the additional
procedures performed at the Group level, were sufficient to allow us to conclude on our opinion on the
Group financial statements as a whole.
The Group auditor performed all of this work by applying the overall Group materiality, together with
additional procedures performed on the consolidation. This gave us sufficient appropriate audit evidence
for our opinion on the Group financial statements as a whole.
Other information
The directors are responsible for the other information. The other information comprises the Directors’
report and Sustainability report (but does not include the financial statements and our auditor’s report
thereon).
Our opinion on the financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon except as explicitly stated within the Report on other legal and
regulatory requirements.
In connection with our audit of the financial statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledg e obtained in the audit, or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial statements
The directors are responsible for the preparation of financial statements that give a true and fair view in
accordance with IFRSs as adopted by the EU and the requirements of the Maltese Companies Act (Cap.
386), and for such internal control as the direct ors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the directors either intend to liquidate the Group or
the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggr egate, they could
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137
reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:
● Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basi s for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
● Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s and the Parent Company’s internal control.
● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
● Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s o r the Parent Company’s ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention
in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Group or the Parent
Company to cease to continue as a going concern.
● Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.
● Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial
information of the entities or business units within the Group as a basis for forming an opinion on the
consolidated financial statements. We are responsible for the direction, supervision and review of the
audit work performed for purposes of the group audit. We remain solely responsible for our audit
opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate
threats or safeguards applied.
From the matters communicated with the directors , we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
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Report on other legal and regulatory requirements
Report on compliance with the requirements of the European Single Electronic Format
Regulatory Technical Standard (the “ESEF RTS”), by reference to Chapter 16 Section 4a
of the Swedish Securities Market Act
We have undertaken a reasonable assurance engagement in accordance with the requirements of ISAE
3000 (Revised), Assurance engagements other than audits or reviews of historical financial information on
the Annual Report and Consolidated Financial Statements of Gentoo Media p.l.c. (formerly known as
Gaming Innovation Group p.l.c.) for the year ended 31 December 2024 , entirely prepared in a single
electronic reporting format.
Responsibilities of the directors
The directors are responsible for the preparation of the Annual Financial Report, including the consolidated
financial statements and the relevant mark-up requirements therein, by reference to Chapter 16 Section 4a
of the Swedish Securities Market Act, in accordance with the requirements of the ESEF RTS.
Our responsibilities
Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, including
the consolidated financial statements and the relevant electronic tagging therein, complies in all material
respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable
assurance engagement in accordance with the requirements of ISAE 3000 (Revised).
Our procedures included:
● Obtaining an understanding of the entity's financial reporting process, including the preparation of the
Annual Financial Report, in accordance with the requirements of the ESEF RTS.
● Obtaining the Annual Financial Report and performing validations to determine whether the Annual
Financial Report has been prepared in accordance with the requirements of the technical specifications
of the ESEF RTS.
● Examining the information in the Annual Financial Report to determine whether all the required
taggings therein have been applied and whether, in all material respects, they are in accordance with
the requirements of the ESEF RTS.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Opinion
In our opinion, the Annual Financial Report for the year ended 31 December 2024 has been prepared, in all
material respects, in accordance with the requirements of the ESEF RTS.
Other reporting requirements
The Annual Report and Consolidated Financial Statements 20 24 contains other areas required by
legislation or regulation on which we are required to report. The Directors are responsible for these other
areas.
The table below sets out these areas presented within the Annual Financial Report, our related
responsibilities and reporting, in addition to our responsibilities and reporting reflected in the Other
information section of our report. Except as outlined in the table, we have not provided an audit opinion or
any form of assurance.
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139
Area of the Annual
Report and
Consolidated
Financial Statements
2024 and the related
Directors’
responsibilities
Our responsibilities Our reporting
Directors’ report
The Maltese
Companies Act (Cap.
386) requires the
directors to prepare a
Directors’ report,
which includes the
contents required by
Article 177 of the Act
and the Sixth Schedule
to the Act.
We are required to consider whether the
information given in the Directors’ report for
the financial year for which the financial
statements are prepared is consistent with
the financial statements.
We are also required to express an opinion
as to whether the Directors’ report has been
prepared in accordance with the applicable
legal requirements.
In addition, we are required to state
whether, in the light of the knowledge and
understanding of the Company and its
environment obtained in the course of our
audit, we have identified any material
misstatements in the Directors’ report, and
if so to give an indication of the nature of any
such misstatements.
With respect to the information required by
paragraphs 8 and 11 of the Sixth Schedule to
the Act, our responsibility is limited to
ensuring that such information has been
provided.
In our opinion:
● the information given in
the Directors’ report for
the financial year for which
the financial statements
are prepared is consistent
with the financial
statements; and
● the Directors’ report has
been prepared in
accordance with the
Maltese Companies Act
(Cap. 386).
We have nothing to report to
you in respect of the other
responsibilities, as explicitly
stated within the Other
information section.
Other matters on which we are
required to report by exception
We also have responsibilities under the
Maltese Companies Act (Cap. 386) to report
to you if, in our opinion:
● adequate accounting records have not
been kept, or returns adequate for our
audit have not been received from
branches not visited by us.
● the financial statements are not in
agreement with the accounting records
and returns.
● we have not received all the information
and explanations which, to the best of
our knowledge and belief, we require for
our audit.
We have nothing to report to
you in respect of these
responsibilities.
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Other matter – use of this report
Our report, including the opinions, has been prepared for and only for the Parent Company’s shareholders
as a body in accordance with Article 179 of the Maltese Companies Act (Cap. 386) and for no other purpose.
We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other
person to whom this report is shown or into whose hands it may come save where expressly agreed by our
prior written consent.
Appointment
We were first appointed as auditors of the Company on 23 November 2015. Our appointment has been
renewed annually by shareholder resolution representing a total period of uninterrupted engagement
appointment of 10 years. The Company became listed on a regulated market on 20 December 202 4.
Ian Curmi
Principal
For and on behalf of
PricewaterhouseCoopers
78, Mill Street
Zone 5, Central Business District
Qormi
Malta
11 April 2025