Nasdaq Nordic · annual-report
Årsredovisning 2025
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Omsättning
- The Group’s principal activities during 2025 were affiliate marketing operations within the | online gaming industry, primarily focused on casino and sports, generating revenue through the | referral of users to licensed operators.
- by tighter cost control and more disciplined capital | allocation. While reported revenue declined, underlying | operational metrics remained resilient, supported by
- global assets to drive high- | quality traffic and revenue | 02
- commercial alignment to increase | revenue per user | 05
- and a more focused asset base, the Group is positioned to | prioritise higher-quality revenue, improved monetisation | and stronger cash generation.
- diversification, disciplined market selection and a focus on | high-quality traffic and revenue. | Underpinning this approach is a continued focus on
- a decrease of 16% which is primarily driven by the effect of | regulatory developments in Brazil and weakened revenue | share yields.
- year 2025, a decrease of 14% as a result of a decrease in | revenue. Paid marketing expenses make up approximately | half the marketing costs, with Publishing covering the
EBITDA
- governance of the cost optimisation programme. | EBITDA before special items was EUR 43.2 (52.7) million, a | 18% decrease, with an EBITDA before special items margin
- EBITDA before special items was EUR 43.2 (52.7) million, a | 18% decrease, with an EBITDA before special items margin | of 44% (45%). EBITDA is equivalent to operating profit
- 18% decrease, with an EBITDA before special items margin | of 44% (45%). EBITDA is equivalent to operating profit | before depreciation, amortisation and impairment. Special
- / Revenue: EUR 105–115 million | / Adjusted EBITDA: EUR 49–54 million | / Cash from operations: EUR 37–41 million
- Other operating expenses 2.6 - 9,037 - 14,643 | Operating profit before depreciation and amortisation (EBITDA) and special items 43,161 52,660 | Special items 2.3 - 5,275 - 766
- Special items 2.3 - 5,275 - 766 | Operating profit before depreciation and amortisation (EBITDA) 37,886 51,894 | Amortisation, depreciation and impairment losses 3.4 - 19,554 - 17,261
- Operating profit before depreciation and amorti- | sation (EBITDA) and special items 56,459 766 -4,565 52,660 | Special items - - 766 - -766
- Operating profit before depreciation and amorti- | sation (EBITDA) 56,459 - -4,565 51,894 | Amortisation and depreciation -17,625 - 364 -17,261
Rörelseresultat
- of new employees employed subsequent to the spin-off | and the acquisition of Titan Inc. Other operating income | of EUR 2.3 (0) million arises from the derecognition of a
- 18% decrease, with an EBITDA before special items margin | of 44% (45%). EBITDA is equivalent to operating profit | before depreciation, amortisation and impairment. Special
- Share-based payment schemes | Other operating income and expenses
- Marketing expenses - 26,949 - 31,365 | Other operating income 2.6 2,306 - | Other operating expenses 2.6 - 9,037 - 14,643
- Other operating expenses 2.6 - 9,037 - 14,643 | Operating profit before depreciation and amortisation (EBITDA) and special items 43,161 52,660 | Special items 2.3 - 5,275 - 766
- Special items 2.3 - 5,275 - 766 | Operating profit before depreciation and amortisation (EBITDA) 37,886 51,894 | Amortisation, depreciation and impairment losses 3.4 - 19,554 - 17,261
- Other income and expenses 317 637 | Operating profit (EBIT) 18,415 35,270 | Finance costs, net 5.2 - 13,938 - 12,869
- Cash flow from operating activities | Operating profit 18,415 35,270 | Operating loss from discontinued operations - - 76,420
Periodens resultat
- the company’s bonds were EUR 10.7 (10.1) million. | The net profit for continuing operations for Gentoo Media | was EUR 0.9 (21.8) million, a 96% decrease from 2024. The
- was EUR 0.9 (21.8) million, a 96% decrease from 2024. The | net profit margin was 1% (18%). | Financial position
Kassaflöde
- scenario with cash from operations of EUR 37 million, the | Group expects to generate net free cash flow in the range | of EUR 15–20 million.
- Trade and other receivables | Cash flow statement specification | Income tax and deferred income tax
- EUR’000 Note 2025 2024 restated | Cash flow from operating activities | Operating profit 18,415 35,270
- Net cash flows from operating activities 34,703 37,092 | Cash flow from investing activities | Purchases of intangible assets 3.1 - 6,444 - 21,693
- Net cash flows from investing activities - 40,765 - 39,809 | Cash flow from financing activities | Loan repayment 5.2 - 5,158 - 13,555
- liabilities, and at the average exchange rate for income | statement and cash flow items. Foreign exchange | adjustments arising on translation of the opening
- Statement of cash flows | The cash flow statement is presented using the indirect | method and shows the composition of cash flows divided
- changes in cash and cash equivalents during the year. | Cash flow from operating activities consists of earnings | before interest and taxes (EBIT) adjusted for depreciation,
Fritt kassaflöde
- scenario with cash from operations of EUR 37 million, the | Group expects to generate net free cash flow in the range | of EUR 15–20 million.
Likvida medel
- Trade and other receivables 4.1 27,480 24,623 | Cash and cash equivalents 3,279 11,286 | Total current assets 30,759 35,909
- Net cash flows from financing activities - 1,945 2,687 | Net movement in cash and cash equivalents - 8,007 - 30 | Cash and cash equivalents at beginning of year 11,286 21,284
- Net movement in cash and cash equivalents - 8,007 - 30 | Cash and cash equivalents at beginning of year 11,286 21,284 | Cash and cash equivalents of distributed platform & sportsbook segment - - 9,968
- Cash and cash equivalents at beginning of year 11,286 21,284 | Cash and cash equivalents of distributed platform & sportsbook segment - - 9,968 | Cash and cash equivalents at end of period 3,279 11,286
- Cash and cash equivalents of distributed platform & sportsbook segment - - 9,968 | Cash and cash equivalents at end of period 3,279 11,286 | Cash and cash equivalents at end of the period in the statement of financial position 3,279 11,286
- Cash and cash equivalents at end of period 3,279 11,286 | Cash and cash equivalents at end of the period in the statement of financial position 3,279 11,286 | Consolidated statement of cash flows
- into operating, investing and financing activities and the | changes in cash and cash equivalents during the year. | Cash flow from operating activities consists of earnings
- operations, but separately specified in note 3.5. | Cash and cash equivalents | Cash and cash equivalents comprises cash on hand,
Nettoskuld
- Cash flows | The Group experienced a net cash inflow from operations | during the year of EUR 34.7 (37.1) million. Net cash
- The Group experienced a net cash inflow from operations | during the year of EUR 34.7 (37.1) million. Net cash | generated from operating activities was mostly utilised
- Taxes paid - 1,175 - 363 | Net cash flows from operating activities 34,703 37,092 | Cash flow from investing activities
- Acquisition of subsidiaries, net of cash acquired 5.3 - 32,876 - 17,167 | Net cash flows from investing activities - 40,765 - 39,809 | Cash flow from financing activities
- Capital contribution received from Group's parent - 6,569 | Net cash flows from financing activities - 1,945 2,687 | Net movement in cash and cash equivalents - 8,007 - 30
- generating unit will be able to generate sufficient positive | net cash flow in the future to support the carrying amount | of the asset or assets related to the unit.
- the value in use, Management is required to estimate | the present value of the future free net cash flow based | on budget for 2026 as approved by the Group’s Board,
- intangible assets relates is expected to generate | sufficient net cash flows to support the carrying amount | of intangibles. The assessment is based on estimates of
Antal anställda
- million. Personnel expenses increased due to the number | of new employees employed subsequent to the spin-off | and the acquisition of Titan Inc. Other operating income
- Dependency on management and key employees | The Group’s success is driven by and largely depends
- the management team and certain skilled specialist | employees. Failure to hire, train and retain key employees | could affect the Group’s ability to successfully implement
- of the project. The estimate includes expenses related | to termination of employees, onerous contracts, break | fees and other obligations arising in connection with
- general, employee costs are expensed when | the services are rendered by the employees. | Employee costs also include termination
- The Group’s key management personnel and selected | key employees are part of the share-based payment | plans granted by the Group’s parent, Gentoo Media Inc.
- the Board of Directors formally approved a share option | plan for key employees in April 2025. The shares options | granted are vesting in three instalments with vesting
- plans. Through these plans, the Group receives | services from employees as consideration for equity | instruments (options) of Gentoo Media Inc. The fair
Fulltext
Dokumentet är delat för att hålla varje sida lätt att hämta. Del 1 · Del 2
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Gentoo Media p.l.c.
30 April 2026
Annual Report 2025
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Gentoo Media | PLC Report 2025
2
Management commentary
82
83
84
85
86
Assurance statements and glossary
Statement by the Directors
Glossary
Company information
Independent Auditor’s report
69
70
71
72
74
75
Parent company financial statements
Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes
20
30
40
48
55
65
Section 1 – Basis of reporting
Section 2 – Results of the year
Section 3 – Operating assets and liabilities
Section 4 – Net working capital
Section 5 – Capital structure and financial items
Section 6 – Other notes
Notes
15
16
17
19
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
14Consolidated financial statements
Financial statements
3
3
4
6
9
12
1.0 Directors’ report
1.1 Principal acitivites
1.2 Stategic review
1.3 Overall performance
1.4 Significant risks and uncertainties
1.5 Directors
Content
Directors’ report
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Gentoo Media | PLC Report 2025
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The directors present their annual report and the audited consolidated financial statements of
Gentoo Media p.l.c. (the ‘Group’, ‘Company’, ‘Gentoo’ or ‘Gentoo Media’) for the year ended 31
December 2025.
See below for the registered office of the Company.
The Quad
@Quad Central, Q4 Level 14
Triq L-Esportaturi
Birkirkara CBD 1040,
Malta
Directors’ report
1.0
The Group’s principal activities during 2025 were affiliate marketing operations within the
online gaming industry, primarily focused on casino and sports, generating revenue through the
referral of users to licensed operators.
The Group does not operate through any branches.
1.1
Principal activities
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Gentoo Media | PLC Report 2025
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2025 was the first full year as a standalone affiliate-
focused business following the separation from Platform
& Sportsbook operations in 2024. Performance in the early
part of the year was impacted by regulatory developments
in Brazil, evolving search dynamics, and a cost base
reflecting prior expansion and increased organisational
complexity.
In response, management initiated a group-wide cost
right sizing programme focused on cost discipline,
portfolio prioritisation and operational efficiency. This
included a restructuring of the cost base, simplification of
the operating model and a reduction of the active portfolio
from approximately 150 to around 70 core assets, enabling
greater focus on flagship brands and higher-value
opportunities. At the same time, commercial initiatives
were implemented to improve partner mix and overall
traffic quality.
These measures resulted in improved efficiency and
stronger margins in the second half of the year, supported
by tighter cost control and more disciplined capital
allocation. While reported revenue declined, underlying
operational metrics remained resilient, supported by
stable player intake and record deposit levels in the final
quarter, reflecting improved monetisation and player
quality.
The Group exits 2025 with a more focused asset base,
improved cost structure and strengthened commercial
discipline, providing a more stable foundation for scalable
and cash-generative growth going forward.
Group strategy
Following a period of expansion, 2025 focused on
simplifying operations, improving traffic quality and
strengthening the cost base. Portfolio concentration and
operational efficiencies have established a more scalable
and resilient platform.
These priorities are supported by a continued focus on
profitability, cash generation and disciplined capital
allocation.
The Group’s strategy is centred on six principles:
1.2
Strategic review
Simplified operations and
organisational structure to
improve execution and scalability
01
Reduced Complexity
Focused investment in core
global assets to drive high-
quality traffic and revenue
02
Stronger
Flagship Brands
Selective expansion in markets
with strong competitive
positioning
03
Local market positions
Diversified traffic sources across
organic and paid channels
04
Multi-channel
Acquisition
Improved conversion and
commercial alignment to increase
revenue per user
05
Higher Player Value
Continued investment in platform
capabilities, user experience and
data-driven decision making
06
Technology and
product development
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Gentoo Media | PLC Report 2025
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Our Journey in 2026 and beyond
Entering 2026, Gentoo Media is focused on translating
the structural improvements achieved in 2025 into
sustainable, profitable growth. With a leaner organisation
and a more focused asset base, the Group is positioned to
prioritise higher-quality revenue, improved monetisation
and stronger cash generation.
Execution will remain centred on strengthening flagship
brands, improving traffic quality and conversion,
and further optimising partner mix and commercial
performance. Paid Media will continue to scale through a
disciplined, data-driven approach, focused on high-return
opportunities.
Continued investment in technology and product will
support scalability, efficiency and faster execution,
while positioning the Group to adapt to evolving search
dynamics and AI-driven discovery.
The operating environment remains dynamic, with ongoing
regulatory developments and changing user behaviour.
The Group will continue to manage these factors through
diversification, disciplined market selection and a focus on
high-quality traffic and revenue.
Underpinning this approach is a continued focus on
profitability, cash generation and disciplined capital
allocation, supporting long-term value creation.
Activities and development
The Group continued to invest in research and
development activities focused on its technology
platform, product capabilities and data-driven
optimisation tools. This included enhancements to
content, user experience and conversion optimisation
across both Publishing and Paid Media.
Events after the reporting date
In January 2026, the Company initiated a refinancing
process covering both the bond and the then-existing
RCF, representing a total volume of approximately EUR 120
million. See note 1.3 ‘Going concern’ of the consolidated
financial statement for further detail. Otherwise, no
subsequent events of material significance have occurred.
1.2 | Strategic Review
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Gentoo Media | PLC Report 2025
6
Revenues amounted to EUR 98.7 (118.1) million during 2025,
a decrease of 16% which is primarily driven by the effect of
regulatory developments in Brazil and weakened revenue
share yields.
Marketing expenses were EUR 26.9 (31.4) million in the
year 2025, a decrease of 14% as a result of a decrease in
revenue. Paid marketing expenses make up approximately
half the marketing costs, with Publishing covering the
other half.
Personnel expenses amounted to EUR 21.9 million, up 13%
from EUR 19.4 million in 2024. Capitalised salaries related
to technology development amounted to EUR 5.4 (5.6)
million. Personnel expenses increased due to the number
of new employees employed subsequent to the spin-off
and the acquisition of Titan Inc. Other operating income
of EUR 2.3 (0) million arises from the derecognition of a
customer-related liability and is assessed as part of the
ordinary activities. Other operating expenses amounted
to EUR 9.0 (14.6) million with a 38% decrease. The
decrease stems from a tighter operational discipline and
governance of the cost optimisation programme.
EBITDA before special items was EUR 43.2 (52.7) million, a
18% decrease, with an EBITDA before special items margin
of 44% (45%). EBITDA is equivalent to operating profit
before depreciation, amortisation and impairment. Special
items in the year amounted to EUR 5.3 (0.8) million.
Depreciation and amortisation amounted to EUR 19.6
(17.3) million, a yearly increase of 13%. Net finance costs
amounted to EUR 13.9 (12.9) million. Interest expenses on
the company’s bonds were EUR 10.7 (10.1) million.
The net profit for continuing operations for Gentoo Media
was EUR 0.9 (21.8) million, a 96% decrease from 2024. The
net profit margin was 1% (18%).
Financial position
Total assets amounted to EUR 153.2 (156.0) million as at 31
December 2025. The largest asset on the balance sheet
relates to other intangible assets of EUR 51.4 (62.4) million
and goodwill of EUR 34.0 (34.0) million. The decrease
is attributable depreciation of other intangible assets.
Intangible assets at 31 December 2025 mainly comprise
affiliate assets acquired (EUR 38.7 million), trademarks
acquired (EUR 0.7 million), client contracts acquired (EUR
4.3 million) as well as development of technology platform
(EUR 7.7 million). Trade and other receivables amounted to
EUR 27.5 (24.7) million.
The Group closed out the year with cash and bank deposits
amounting to EUR 3.3 million, meeting the covenant
requirements of EUR 3 million; the Group’s cash and bank
deposits in 2024 amounted to EUR 11.3 million.
Total liabilities amounted to EUR 169.7 (185.6) million as at
31 December 2025. The largest liability on the balance
sheet relates to borrowings of EUR 111.8 (105.7) million.
It comprises of a EUR 19.9 million revolving credit facility
carrying amount and EUR 91.9 million in senior secured
bonds. The increase is mainly attributable to EUR 13 million
net drawdown of the credit facility to finance deferred
payments for AskGamblers, KaFeRocks and general
corporate purposes. The deferred and contingent
consideration was reduced significantly during the year
from EUR 34.8 million in 2024 to EUR 4.3 million at 31
December 2025.
The company RCF was reduced from EUR 25 million in
the beginning of March 2025 to EUR 20 million by year
end. Further the company has repaid EUR 2 million in first
quarter of the year and addition EUR 1.7 million in deferred
payments was paid as well - total debt reduction of EUR
3.7 million in first quarter of 2026.
Cash flows
The Group experienced a net cash inflow from operations
during the year of EUR 34.7 (37.1) million. Net cash
generated from operating activities was mostly utilised
to fund payment of deferred considerations, bond
interests, lease payments and credit facility repayments.
The cash generated through financing was utilised for the
acquisitions of AskGamblers and KaFeRocks.
Financial outlook
Gentoo Media enters 2026 with a materially leaner cost
and strengthened cash profile compared to 2025. Non-
recurring costs are expected to decline significantly,
following the completion of the majority of operational
improvement and restructuring initiatives incurred in 2025.
Remaining deferred M&A-related cash outflows are limited
to EUR 4.3 million compared to EUR 34.8 million in 2025.
The 2026 outlook is further supported by a favourable
global sporting calendar, including the Football World Cup,
which is expected to drive higher user engagement and
improved commercial performance.
1.3
Overall performance
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Gentoo Media | PLC Report 2025
7
Dividends
The income statements are set out on page 15-68. The
directors did not declare a cash dividend during the
current and preceding financial years.
Own shares
The Company did not acquire or hold any of its own shares
during the financial year. 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.
Going concern
As at 31 December 2025, the Group’s current liabilities
exceeded the current assets by EUR 133.0 (54.8) million.
The year-on-year movement is driven primarily by: i) the
December 2026 maturity of the circa EUR 92 million listed
bond and the revolving credit facility (“RCF”) of circa EUR
20 million maturing in September 2026 which are both
presented within current liabilities, offset by ii) a reduction
of EUR 32.9 million in the deferred consideration relating to
acquisitions carried out in previous years. The latter were
funded through the Group’s generation of operating cash
flows from continued operations of EUR 34.7 million in the
year to 31 December 2025.
Therefore, as of 31 December 2025, the Group’s net
interest-bearing debt (“NIBD”) amounted to EUR 112
million. During Q4 2025, NIBD was reduced by EUR 5
million. As of the beginning of 2026, the Group had
remaining deferred consideration of EUR 4.3 million
related to the acquisitions of Kafé Rocks and Titan Inc. In
Q1 2026, the Group settled EUR 1.7 million of this deferred
consideration and repaid EUR 2 million on its RCF.
In January 2026, the Group initiated a refinancing process
covering both the bond and the existing RCF, representing
a total volume of approximately EUR 120 million. While the
process attracted strong interest from both existing and
new investors and secured the targeted volume, the overall
terms offered were not considered sufficiently attractive
by management and those charged with governance, who
chose to postpone the bond refinancing process to later in
2026.
Management assesses that the proposed terms
were impacted by two key factors: (i) market timing,
including heightened investor focus on global AI-related
opportunities during the process, and (ii) the Group’s
2025 financial performance, which reflected a significant
transformation with margins returning to historical levels in
the second half of the year.
1.3 | Overall performance
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Gentoo Media | PLC Report 2025
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In March 2026, the Group secured new shareholder loan
facilities totalling EUR 18 million, consisting of:
/ A EUR 16 million pari passu facility maturing on 31
December 2027, carrying interest in line with the Group’s
existing bond terms and ranking pari passu with existing
bondholders and the RCF provider. The facility includes
covenants broadly aligned with the existing bond terms,
with an expected reduction to EUR 14 million by the end of
July 2026; and
/ A EUR 2 million unsecured facility maturing on 30 April
2027, carrying interest at the existing bond terms plus a 3%
margin and which does not carry any financial covenants.
The proceeds from these facilities were used to fully
refinance the Group’s existing RCF which had a carrying
amount of circa EUR 20 million as at 31 December 2025
and which was due to mature in September 2026.
The Group has provided the following guidance to the
market for the full year 2026:
/ Revenue: EUR 105–115 million
/ Adjusted EBITDA: EUR 49–54 million
/ Cash from operations: EUR 37–41 million
/ Cash outflows related to deferred payments: EUR 3.5
million
Trading and financial performance are currently in line
with expectations when considering results for the first
quarter of 2026. Management expects to deliver within the
communicated guidance range. Even under a low-case
scenario with cash from operations of EUR 37 million, the
Group expects to generate net free cash flow in the range
of EUR 15–20 million.
Therefore, at the date of this report, the focus of
management and those charged with governance is
to now secure bond refinancing in the coming months
at overall terms that are considered to be sufficiently
attractive to the Group. This timing also allows for the
Group to demonstrate a more consistent financial
performance through the delivery of another two quarters
of results. Management is also considering various
alternative strategic options that could become available
to the Group.
Accordingly, those charged with governance do not
believe that any material uncertainty exists that could
impact the going concern basis of preparation of these
financial statements. The Group expects to be able to
honour all of its existing obligations as they fall due for a
minimum period of twelve months from the date when
these financial statements were available for issuance.
1.3 | Overall performance
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Gentoo Media | PLC Report 2025
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Geopolitical risk
The Group operates within the entertainment industry. As
such, the success of its business is ultimately dependent
on end customers’ disposable income, which is primarily
influenced by geopolitical factors affecting stability, trade,
job security, and inflation. The Group operates in more than
50 countries with approximately 3,000 different partners,
and geopolitical conditions may therefore impact
individual markets, regions, and partners.
Regulatory compliance risk
Through its subsidiaries, the Company is active in a highly
regulated online gaming market as well as several markets
which are not yet regulated. Depending on the regulatory
structure of a given jurisdiction, the Company may require
licences to offer its various services, may become subject
to pay licence or regulatory fees, or become subject to
additional taxes. Any changes in regulations, laws, or other
political decisions in the jurisdictions where the Company
operates may have a positive or negative effect on its
operations. The risk of non-regulatory compliance, the
failure to obtain licenses, and/or failure of satisfying any
conditions under any existing licenses create an uncertain
business environment and may hinder the Group’s ability
to develop and grow the business.
Market dynamics
Various governments have passed or are mulling the idea
of passing laws or regulations intended to limit gambling
advertising. Whereas in some markets, such laws and
regulations are nuanced and directly aimed at protecting
the young and vulnerable (such as the regulations in
force in Sweden and Great Britain), some countries (such
as Belgium) have introduced blanket advertising bans
severely restricting the Company’s ability to carry out its
business.
Other countries, such as the Netherlands, prohibit the
use of certain advertising channels and have placed time
restrictions where digital advertising is limited to specific
times of the day, or completely ban affiliation (as proposed
in Finland). Further limitations which are being adopted
and/or considered more frequently include deposit limits
and a ban on bonuses which indirectly limit the Company’s
revenue potential.
Regulation may also prohibit certain compensation models
generally adopted by affiliates in return for directing traffic
(such as is proposed in Denmark). Some jurisdictions allow
different levels of compensation depending on the level of
affiliate registration and/or license obtained – such is the
case across several US states.
In addition, the regulatory landscape in Brazil—a key
growth market—underwent a massive transformation
following the official launch of its regulated market on
January 1, 2025. This new framework introduces severe
advertising constraints and a heavy tax burden. While the
Brazilian Senate’s Economic Affairs Committee initially
approved a bill to hike the Gross Gaming Revenue (GGR)
tax on operators from 12% to 18%, final legislation enacted
in late 2025 established a progressive tax rate that will rise
to 13% in 2026, 14% in 2027, and cap at 15% in 2028.
Furthermore, Brazilian players are now subject to a 15%
personal income tax on winnings exceeding the BRL
2,826.65 exemption threshold. More disruptively, late 2025
amendments introduced a 15% “CIDE-Bets” levy applied
directly to player deposits (taxing the funding flow before
any wagering occurs), which significantly reduces player
liquidity and lifetime value.
Simultaneously, Brazilian authorities, including the National
Consumer Secretariat (Senacon), have imposed stringent
advertising restrictions to protect vulnerable populations.
Crucially for affiliate marketers, there is an absolute ban
on offering betting bonuses, sign-up rewards, or “prior
advantages” as promotional tools for new bettors. Non-
compliance results in severe penalties, including daily fines
of BRL 50,000.
Additionally, digital and TV gambling advertisements are
restricted to narrow time windows (07:30 PM to midnight),
and campaigns featuring aggressive odds comparisons,
mascots, or influencers appealing to minors are strictly
prohibited. For Gentoo Media, these restrictions mean
traditional bonus-led acquisition strategies must be
overhauled in favor of educational, content-led, and SEO-
driven approaches.
Furthermore, the Group faces substantial risks from
tightening fiscal policies in other key regulated markets.
Most notably, the UK government announced in its
Autumn Budget that the Remote Gaming Duty will
drastically increase from 21% to 40% starting April 1,
2026. Concurrently, the remote General Betting Duty
will rise from 15% to 25% effective April 1, 2027. These
significant tax hikes place immediate pressure on operator
profitability. To mitigate these costs, operators are widely
expected to slash marketing, promotions, and customer
acquisition budgets.
For affiliate marketers like Gentoo Media, this downstream
pressure from both Brazil and the UK is likely to manifest as
lower Cost Per Acquisition (CPA) offers, tougher revenue-
share negotiations, and highly scrutinized performance
thresholds from operator partners. Additionally, there
is a broader industry risk that punitive taxation and strict
1.4
Significant risks and uncertainties
===== SIDA 10 =====
Gentoo Media | PLC Report 2025
10
promotional bans could drive both operators and players
toward the untaxed, unregulated black market, thereby
shrinking the regulated addressable market that Gentoo
serves.
Competition risk
The Group faces competition from a number of existing
competitors, as well as potential new competitors, which
could result in a loss of market share and diminished profits
for its operations. The competitive nature of the industry
is further characterised by the adoption of technological
advances, demanding customer requirements and
frequent innovative product offerings. Failure to quickly
respond and adapt to market demands and competition
risk could adversely affect the Group’s financial
performance.
Dependency on key customers and partners
The performance of the customers and market-related
dynamics have an impact on the Company’s performance.
While the Company has a broad and diverse customer
base, a small subset of key customers and partners
account for a significant portion of its revenue. The loss of
one or more of such customers or partners would have a
negative impact on the Company’s financial performance.
Risk towards AI driving search pattern
The Company recognises that emerging AI-driven
discovery models, including AI-generated summaries and
conversational interfaces, are reshaping how users access
and engage with online content. These developments
may reduce traditional click-through patterns from search
engine results pages, particularly for commoditised or
easily summarised content.
For affiliate marketing businesses, this evolution
introduces changes to traffic acquisition dynamics and
user behaviour, which could impact referral volumes if not
proactively addressed.
Gentoo Media views this transition not only as a
structural shift, but also as a strategic opportunity. The
Company is actively positioning its assets to remain
visible and relevant across both traditional and AI-driven
discovery environments through a “search everywhere”
approach, including Search Engine Optimisation (SEO),
Generative Engine Optimisation (GEO) and Answer Engine
Optimisation (AEO), as well as continued investment in
high-authority, expert-led content.
By focusing on proprietary data, strong brand assets
and differentiated user experiences, the Company aims
to ensure its content remains discoverable and relevant,
including within AI-driven outputs. At the same time,
ongoing diversification of acquisition channels reduces
reliance on any single platform.
While the long-term impact of AI-driven discovery
continues to evolve, Gentoo Media believes its proactive
approach and early investments position the Company
well to adapt and capture opportunities arising from these
changes.
Supply chain dependencies
From a supply chain perspective, the Company’s product
offerings rely heavily on search engine optimisation
(SEO), making third-party search engines – particularly
Google’s – critical to its operations. Changes to search
engine algorithms can significantly impact the business
by disrupting Gentoo’s search rankings, reducing traffic
to the Company’s websites. Core algorithm updates
may have a considerable impact on search results, and
therefore, the visibility and ranking of our websites.
IT, Cybersecurity and data protection risk
The Company is dependent on the stability and optimal
performance of its systems. The Group processes volumes
of personal data, predominantly employee, customer
and supplier data, and, to a lesser extent, player data.
It is crucial that the Group adheres to the obligations
stemming from the EU’s General Data Protection
Regulation (EU2016/679) (“GDPR”). Internally, the Group
follows information security best practices as outlined in
ISO 27001:2013 to ensure data confidentiality, availability
and integrity. However, despite having such processes in
place, our IT systems are still susceptible to attacks and
hacking attempts, which could lead to system downtime
and adverse effects.
1.4 | Significant risks and uncertainties
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Gentoo Media | PLC Report 2025
11
Currency fluctuation risk
The Company is exposed to exchange rate fluctuations,
with revenues and operating expenses divided primarily
between EUR, DKK, NOK, SEK, GBP, NZD, AUD and
USD. Exchange rates affecting the Group are mainly
the fluctuations in the SEK rate against EUR on its bond
(denominated in SEK).
Exchange rate fluctuations affect the Group in four main
areas:
/ Corporate payments in different currencies give rise to
transaction risks;
/ Receivables and debt in foreign currencies give rise to
exchange rate differences when accounted in EUR;
/ Fair value on the SEK rate related to both payments of
interest and the bond principal.
The Group does not regularly enter into forward contracts
or options to hedge against exposure to transaction risk,
hence, negative fluctuations in exchange rates could result
in a material adverse effect on the Group’s operations,
financial position and earnings.
Dependency on management and key employees
The Group’s success is driven by and largely depends
on its ability to recruit, train and retain key personnel
such as the board of directors, the CEO, the rest of
the management team and certain skilled specialist
employees. Failure to hire, train and retain key employees
could affect the Group’s ability to successfully implement
its business objectives.
Financial risk management
Information on the Group’s and Company’s financial risk
management is disclosed in Note 5.4 of the consolidated
financial statements.
1.4 | Significant risks and uncertainties
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Gentoo Media | PLC Report 2025
12
The directors of the Company who held office during the
period were:
/ Mr. Giuseppe Muscat (appointed on 2 May 2024)
/ Mr. Jonas Warrer (appointed on 23 September 2024)
The Company’s Articles of Association do not require the
directors to retire.
Statement of directors’ responsibilities for the financial
statements
The directors are required by the Maltese Companies Act
(Chapter 386 of the Laws of Malta) to prepare financial
statements that give a true and fair view of the state of
affairs of the Group and Company as at the end of each
reporting period and of the profit or loss for that period.
In preparing the financial statements, the directors are
responsible for:
/ Ensuring that the financial statements have been drawn
up in accordance with International Financial Reporting
Standards as adopted by the EU;
/ Selecting and applying appropriate accounting policies;
/ Making accounting estimates that are reasonable in the
circumstances;
/ Ensuring that the financial statements are prepared
on the going concern basis unless it is inappropriate to
presume that the Group and Company will continue in
business as a going concern.
The directors are also responsible for designing,
implementing, and maintaining internal control as the
directors determine is necessary to enable the preparation
of financial statements that are free from material
misstatement, whether due to fraud or error, and that
comply with the Maltese Companies Act (Chapter 386 of
the Laws of Malta).
They are also responsible for safeguarding the assets of
the Group and Company and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
Signed on behalf of the Board of Directors, as per the
Directors’ Declaration on ESEF Annual Financial Report with
the Annual Report and Consolidated Financial Statements
31 December 2025.
30 April 2026
Mr. Jonas Warrer Mr. Giuseppe Muscat
Director Director
1.5
Directors
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Consolidated financial statements
===== SIDA 14 =====
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14
Content
Consolidated financial statements
Parent company financial statements
Notes
Consolidated financial statements
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
15
16
17
19
70
71
72
74
82
83
84
85
86
48
49
51
52
Section 4 | Net working capital
Trade and other receivables
Cash flow statement specification
Income tax and deferred income tax
Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes
1 Basis of reporting
2 Employee costs
3 Other income and expenses
4 Finance costs, net
5 Income tax
6 Investment in subsidiaries
7 Trade and other receivables
8 Share and capital structure
9 Financial instruments and risk management
10 Financial assets and liabilities
11 Changes in liabilities arising from financing activities
12 Trade and other payables
13 Related party transactions
14 Contingent liabilities
15 Events after reporting period
55
56
59
61
62
Section 5 | Capital structure and financial items
Shares, reserves and capital structure
Borrowings and interest
Financial assets and liabilities
Financial risks
40
41
43
45
46
47
Section 3 | Operating assets and liabilities
Intangible assets
Impairment test
Leases
Amortisation, depreciation and impairment losses
Discontinued operations
65
66
66
66
67
67
68
Section 6 | Other notes
Related parties
Fees to statutory auditors
Contingent liabilities, pledges, and securities
Events after reporting period
List of group entities
Statutory information
Assurance statements and glossary
Statement by the directors
Glossary
Company information
Independent Auditor’s Report
20
21
21
22
26
27
28
Section 1 | Basis of reporting
General information
Significant changes and events
Basis of preparation
Critical accounting estimates and judgements
Changes in accounting policies and disclosures
Correction of material error
30
31
33
35
36
37
39
Section 2 | Results of the year
Segment information
Revenue
Special items
Employee costs
Share-based payment schemes
Other operating income and expenses
75
76
76
76
77
77
78
78
79
80
80
81
81
81
81
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Gentoo Media | PLC Report 2025 | Section 1
15
Financial statements
EUR’000 Note 2025 2024 restated
Profit/loss for the year 944 - 57,101
Items that may be reclassified to the income statement:
Exchange differences on translation of foreign operations - 39 - 312
Exchange differences transferred to loss from discontinued operations - 373
Other comprehensive income - 39 61
Total comprehensive income 905 - 57,040
Total comprehensive income is attributable to
Owners of Gentoo Media p.l.c. 900 - 57,498
Non-controlling interests 5 458
Other comprehensive incomeEUR’000 Notes 2025 2024 restated
Revenue 2.2, 2.1 98,739 118,053
Employee costs 2.4 - 21,898 - 19,385
Marketing expenses - 26,949 - 31,365
Other operating income 2.6 2,306 -
Other operating expenses 2.6 - 9,037 - 14,643
Operating profit before depreciation and amortisation (EBITDA) and special items 43,161 52,660
Special items 2.3 - 5,275 - 766
Operating profit before depreciation and amortisation (EBITDA) 37,886 51,894
Amortisation, depreciation and impairment losses 3.4 - 19,554 - 17,261
Loss on sale of non-current assets - 234 -
Other income and expenses 317 637
Operating profit (EBIT) 18,415 35,270
Finance costs, net 5.2 - 13,938 - 12,869
Unrealised exchange loss on the bond - 1,835 - 962
Profit before income taxes 2,642 21,439
Income tax 4.3 - 1,698 372
Profit from continuing operations 944 21,811
Loss from discontinued operations 3.5 - - 78,912
Profit/loss for the year 944 - 57,101
Profit/loss for the year attributable to
Owners of Gentoo Media p.l.c. 939 - 57,559
Non-controlling interests 5 458
Consolidated statement of comprehensive
income ended 31 December
Consolidated financial statements
===== SIDA 16 =====
Gentoo Media | PLC Report 2025 Financial statements
16
EUR'000 Notes 2025 2024 restated
Equity
Share capital 5.1 14,638 14,638
Share premium 5.1 2,304 2,304
Capital reserves 5.1 96,535 84,351
Other reserves 5.1 - 956 - 732
Accumulated deficit - 130,260 - 131,393
Total equity attributable to owners of Gentoo Media p.l.c. - 17,739 - 30,832
Non-controlling interests 1,245 1,240
Total equity - 16,494 - 29,592
Liabilities
Non-current liabilities
Borrowings 5.2 - 89,476
Lease liabilities 3.3 3,777 2,114
Deferred consideration 5.3 - 853
Deferred income tax liabilities 4.3 2,149 2,448
Total non-current liabilities 5,926 94,891
Current liabilities
Borrowings 5.2 111,798 16,272
Trade and other payables 5.3 12,083 14,435
Lease liabilities 5.3 1,161 1,088
Deferred consideration 5.3 4,251 33,255
Contingent consideration - 7 41
Current income tax liabilities 34,512 24,880
Total current liabilities 163,805 90,671
Total liabilities 169,731 185,562
Total equity and liabilities 153,237 155,970
EUR’000 Notes 2025 2024 restated
Assets
Non-current assets
Goodwill 3.1 33,981 33,981
Other intangible assets 3.1 51,412 62,395
Property, plant and equipment 3.4 2,063 1,037
Right of use assets 3.3 4,690 2,902
Deferred income tax assets 4.3 29,810 19,7 46
Other non-current assets 522 -
Total non-current assets 122,478 120,061
Current assets
Trade and other receivables 4.1 27,480 24,623
Cash and cash equivalents 3,279 11,286
Total current assets 30,759 35,909
Total assets 153,237 155,970
Consolidated statement of financial
position as at 31 December
Consolidated financial statements
Statement of financial position
The notes on pages 20 to 68 are an integral part of these
consolidated financial statements.
The consolidated financial statements on pages 15 to 68
were authorised for issue by the Board of Directors on
30 April 2026 and were signed on its behalf, as per the
Directors’ Declaration on the ESEF Annual Financial Report
submitted in conjunction with the Annual Report and
Consolidated Financial Statements 31 December 2025,
by:
Mr. Jonas Warrer Mr. Giuseppe Muscat
Director Director
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Gentoo Media | PLC Report 2025 Financial statements
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Consolidated statement of changes in equity,
for the year ended 31 December 2025
EUR’000 Notes Share capital Share premium Capital reserves Merger reserves Other reserves Accumulated deficit Total attributable to owners Non-controlling interest Total equity
2025
Equity at 1 January 2025 as reported 14,638 2,304 84,351 - - 732 - 126,528 - 25,967 1,240 - 24,727
Correction of error (net of tax) 1.6 - - - - - - 4,865 - 4,865 - - 4,865
Equity at 1 January 2025 restated 14,638 2,304 84,351 - - 732 - 131,393 - 30,832 1,240 - 29,592
Profit for the year - - - - - 939 939 5 944
Other comprehensive income:
Currency translation differences 5.1 - - - - - 39 - - 39 - - 39
Total comprehensive income for the year - - - - - 39 939 900 5 905
Transactions with owners:
Share-based payment expenses 2.4, 5.1 - - 531 - - 531 - 531
Capital contribution from parent company 5.1 - - 11,648 - - - 11,648 - 11,648
Transactions with NCI 5.1 - - - - - 185 - - 185 - - 185
Other movements - - 5 - - 194 199 - 199
Total transaction with owners - - 12,184 - - 185 194 12,193 - 12,193
Equity at 31 December 2025 14,638 2,304 96,535 - - 956 - 130,260 - 17,739 1,245 - 16,494
Consolidated financial statements
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Gentoo Media | PLC Report 2025 Financial statements
18
Consolidated statement of changes in equity,
for the year ended 31 December 2024
EUR’000 Notes Share capital Share premium Capital reserves Merger reserves Other reserves Accumulated deficit Total attributable to owners Non-controlling interest Total equity
2024 restated
Equity at 1 January 2024 as reported 50 2,304 151,702 3,533 - 14,182 - 73,485 69,922 315 70,237
Correction of error (net of tax) 1.6 - - - - - - 349 - 349 - - 349
Equity at 1 January 2024 restated 50 2,304 151,702 3,533 - 14,182 - 73,834 69,573 315 69,888
Loss/profit for the year - - - - - - 57,559 - 57,559 458 - 57,101
Other comprehensive income:
Currency translation differences 5.1 - - - - - 312 - - 312 - - 312
Recycling of accumulated exchange differences from disposal of Platform division 5.1 - - - - 373 - 373 - 373
Total comprehensive income for the year - - - - 61 - 57,559 - 57,498 458 - 57,040
Transactions with owners:
Issue of share capital 5.1 115,000 - - 115,000 - - - - - -
Reduction in share capital 5.1 - 100,412 - 100,412 - - - - - -
Share-based payment expenses 2.4, 5.1 - - 59 - - - 59 - 59
Capital contribution arising on acquisition of subsidiary 5.1 - - 13,336 - - - 13,336 - 13,336
Business combinations - - - - - - - 663 663
Changes in ownership interest in subsidiaries without loss of control - - - - - 304 - - 304 - 196 - 500
Transfers within equity 5.1 - - - 10,159 - 3,533 13,693 - 1 - 1
Distributions 5.1 - - - 55,999 - - - - 55,999 - - 55,999
Total transaction with owners 14,588 - - 67,351 - 3,533 13,389 - - 42,907 467 - 42,440
Equity at 31 December 2024 14,638 2,304 84,351 - - 732 - 131,393 - 30,832 1,240 - 29,592
Consolidated financial statements
===== SIDA 19 =====
Gentoo Media | PLC Report 2025 Financial statements
19
EUR’000 Note 2025 2024 restated
Cash flow from operating activities
Operating profit 18,415 35,270
Operating loss from discontinued operations - - 76,420
Changes in working capital 4.2 - 2,666 - 5,609
Adjustments for non-cash items 4.2 20,129 84,214
Taxes paid - 1,175 - 363
Net cash flows from operating activities 34,703 37,092
Cash flow from investing activities
Purchases of intangible assets 3.1 - 6,444 - 21,693
Purchases of property, plant and equipment - 1,445 - 949
Acquisition of subsidiaries, net of cash acquired 5.3 - 32,876 - 17,167
Net cash flows from investing activities - 40,765 - 39,809
Cash flow from financing activities
Loan repayment 5.2 - 5,158 - 13,555
Proceeds from borrowings 5.2 18,000 22,204
Repayment of lease liabilities, principal part 5.2 - 1,298 - 2,349
Interests paid 5.2 - 10,586 - 10,182
Transfers to Group’s parent - 2,903 -
Capital contribution received from Group's parent - 6,569
Net cash flows from financing activities - 1,945 2,687
Net movement in cash and cash equivalents - 8,007 - 30
Cash and cash equivalents at beginning of year 11,286 21,284
Cash and cash equivalents of distributed platform & sportsbook segment - - 9,968
Cash and cash equivalents at end of period 3,279 11,286
Cash and cash equivalents at end of the period in the statement of financial position 3,279 11,286
Consolidated statement of cash flows
for the years ended 31 December
Consolidated financial statements
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20
Basis of reporting
Section 1
21 Note 1.1 / General information
21 Note 1.2 / Significant changes and events
22 Note 1.3 / Basis of preparation
26 Note 1.4 / Critical accounting estimates and judgements
27 Note 1.5 / Changes in accounting policies and disclosures
28 Note 1.6 / Correction of material error
===== SIDA 21 =====
Gentoo Media | PLC Report 2025 | Section 1
21
Financial statements
Company information
Gentoo Media p.l.c. (hereafter ‘Gentoo Media’) is a limited
liability company and is incorporated in Malta.
The consolidated financial statements of Gentoo Media
for the year ended 31 December 2025 comprise Gentoo
Media (the Company) and its subsidiaries (‘the Group’). A
list of subsidiaries is provided in note 6.5.
Gentoo Media is a market-leading iGaming affiliate
Group that connects licensed online casino and sports
betting operators with players worldwide through a
broad portfolio of comparison, review and community
sites and data-driven performance marketing. We deliver
high-quality, compliant traffic and leads for our partners,
complemented by brand-protection and marketing SaaS
tools as well as Link-building, SEO and content services
that support sustainable growth in regulated markets.
The 2025 annual report was discussed and approved by
the Board of Directors of Gentoo Media on 30 April 2026
and issued for approval at the subsequent annual meeting
of shareholders on 27 May 2026.
The following significant changes and events have
occurred during 2025, which particularly have impacted
the Group’s performance and financial position. A detailed
review of the Group’s performance is provided in the
Directors’ report on page 3-12:
/ Restructuring
During the year the Group initiated a right-sizing of the
organisation and simplification of the operating model.
Efforts have been spent on optimising the cost base to
establish a stable operational platform to support future
growth.
General information
Note 1.1
Significant changes and events
Note 1.2
===== SIDA 22 =====
Gentoo Media | PLC Report 2025 | Section 1
22
Financial statements
Basis of preparation
This section includes general accounting policies relevant
for the preparation of the Group’s consolidated financial
statements. The Group’s material accounting policies
are described in the relevant notes to the consolidated
financial statements.
The consolidated financial statements are prepared
in accordance with International Financial Reporting
Standards (“IFRS Accounting Standards”) as adopted by
the European Union (“EU”) and the requirements of the
Maltese Companies Act (Cap. 386). This also requires the
directors to exercise their judgement in the process of
applying the Group’s accounting policies (see note 1.4
critical accounting estimates and judgements).
The consolidated financial statements have been prepared
on the basis that the Group will continue to operate as a
going concern and under the historical cost convention,
unless otherwise stated. The accounting policies are
unchanged from last year except for changes included in
note 1.5.
The consolidated financial statements are presented in
Euro (EUR), which is also the functional currency of the
parent company. All amounts have been rounded to the
nearest EUR thousand (EUR’000), unless otherwise stated.
Reporting under the ESEF Regulation
The Group is required to file the annual report in the
European Single Electronic Format (‘ESEF’) using the
XHTML format and to tag the consolidated financial
statements, including notes, using the Inline eXtensible
Business Reporting Language (iXBRL). The iXBRL tags
comply with the ESEF taxonomy. Where a financial
statement line item is not defined in the ESEF taxonomy, an
extension to the taxonomy has been created.
The annual report submitted to the Malta Business
Registry consists of the XHTML document together with
the technical files, all of which are included in the zip file
‘213800UCC6GA967UCS06-2025-12-31.zip’.
Applying materiality
The consolidated financial statements separately present
items or groups of items that are considered material. In
addition, information that is considered material, either
individually or in combination with other information, is
disclosed.
Materiality is judged by reference to the size and nature of
the item. The deciding factor is whether the omission of
a disclosure could, individually or collectively, influence
the economic decisions made by the primary users on the
basis of the consolidated financial statements. In particular
circumstances, either the nature or the amount of an item
or an aggregate of items could be the determining factor.
Comparative information
Comparative figures disclosed in the main components
of these financial statements have been restated
and reclassified to conform with the current year’s
presentation format for the purpose of fairer presentation.
See further details in note 1.5 and 1.6.
Other material accounting policies
Consolidation
The consolidated financial statements comprise Gentoo
Media p.l.c. and its subsidiaries. Subsidiaries are all entities
over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to,
variable return from its involvement with the entity and has
the ability to affect those returns through its power over
the entity.
Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are
deconsolidated from the date that control ceases. Upon
consolidation, inter-company transactions, balances
and unrealised gains on transactions between Group
companies are eliminated. Unrealised losses are also
eliminated but considered an impairment indicator of the
asset transferred.
Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies
adopted by the Group.
Business combinations
The Group applies the acquisition method of accounting
to account for business combinations other than
those between entities under common control. The
consideration transferred for the acquisition of a
subsidiary is the fair values of the assets transferred, the
liabilities incurred to the former owners of the acquiree and
the equity interests issued by the Group. The consideration
transferred includes the fair value of any asset or liability
resulting from a contingent consideration arrangement.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent
liabilities assumed (identifiable net assets) in a business
combination are measured initially at their fair values at the
acquisition date.
Goodwill is initially measured as the excess of the
consideration transferred (together with, if applicable,
the amount of any non-controlling interest in the acquiree
and the acquisition-date fair value of any previous
equity interest in the acquiree) over the fair value of the
identifiable net assets acquired.
The group recognises any non-controlling interest in
the acquired entity on an acquisition-by-acquisition
basis, either at fair value or at the non-controlling
interest’s proportionate share of the acquired entity’s net
identifiable assets.
Basis of preparation
Note 1.3
===== SIDA 23 =====
Gentoo Media | PLC Report 2025 | Section 1
23
Financial statements
Foreign currency translation
Transactions in currencies other than the functional
currency of the respective group entities are considered
transactions denominated in foreign currencies.
Foreign currency transactions are translated into the
functional currency using the exchange rates prevailing at
the dates of the transactions. Foreign exchange gains and
losses resulting from the settlement of such transactions
and from the translation at year-end exchange rates of
monetary assets and liabilities denominated in foreign
currencies are recognised in profit or loss within finance
income and expenses.
Financial statements of foreign entities with a functional
currency other than EUR are translated at the exchange
rates prevailing at the reporting date for assets and
liabilities, and at the average exchange rate for income
statement and cash flow items. Foreign exchange
adjustments arising on translation of the opening
balance of equity of foreign entities and on translation
of income statement items from the exchange rates
at the transaction date to the exchange rates at the
reporting date are recognised in other comprehensive
income. Goodwill and fair value adjustments arising on the
acquisition of a foreign entity are treated as assets and
liabilities of the foreign entity and translated into EUR at the
exchange rates prevailing at the reporting date.
On disposal or partial disposal of a foreign entity,
translation differences that were previously recognised in
other comprehensive income are recognised in profit or
loss as part of the gain or loss on sale.
Statement of cash flows
The cash flow statement is presented using the indirect
method and shows the composition of cash flows divided
into operating, investing and financing activities and the
changes in cash and cash equivalents during the year.
Cash flow from operating activities consists of earnings
before interest and taxes (EBIT) adjusted for depreciation,
amortisation and impairment, changes in provisions and
net working capital, other non-cash operating items and
taxes paid.
Cash flow from investing activities comprises payments
made, and cash received in connection with the
acquisition and disposal of businesses and non-current
assets, including settlement of deferred and contingent
considerations related to such acquisitions.
Cash flow from financing activities comprises changes in
the size or composition of equity and loans, repayment
of interest-bearing debt including lease liabilities and
payments of interest.
Cash flows from discontinued operations are included
in cash flows from operating, investing and financing
activities together with cash flows from continuing
operations, but separately specified in note 3.5.
Cash and cash equivalents
Cash and cash equivalents comprises cash on hand,
deposits held at call with banks and e-wallets.
Note 1.3
===== SIDA 24 =====
Gentoo Media | PLC Report 2025 | Section 1
24
Financial statements
Going concern
As at 31 December 2025, the Group’s current liabilities
exceeded the current assets by EUR 133.0 (54.9) million.
The year-on-year movement is driven primarily by:
/ the December 2026 maturity of the circa EUR 92 million
listed bond and the revolving credit facility (“RCF”) of circa
EUR 20 million maturing in September 2026 which are both
presented within current liabilities, offset by:
/ a reduction of EUR 32.9 million in the deferred
consideration relating to acquisitions carried out in
previous years. The latter were funded through the Group’s
generation of operating cash flows from continued
operations of EUR 34.7 million in the year to 31 December
2025.
Therefore, as of 31 December 2025, the Group’s net
interest-bearing debt (“NIBD”) amounted to EUR 112
million. During Q4 2025, NIBD was reduced by EUR 5
million. As of the beginning of 2026, the Group had
remaining deferred consideration of EUR 4.3 million
related to the acquisitions of Kafe Rocks and Titan Inc. In
Q1 2026, the Group settled EUR 1.7 million of this deferred
consideration and repaid EUR 2 million on its RCF.
In January 2026, the Group initiated a refinancing process
covering both the bond and the existing RCF, representing
a total volume of approximately EUR 120 million. While the
process attracted strong interest from both existing and
new investors and secured the targeted volume, the overall
terms offered were not considered sufficiently attractive
by management and those charged with governance, who
chose to postpone the bond refinancing process to later in
2026.
Management assesses that the proposed terms
were impacted by two key factors: (i) market timing,
including heightened investor focus on global AI-related
opportunities during the process, and (ii) the Group’s
2025 financial performance, which reflected a significant
transformation with margins returning to historical levels in
the second half of the year.
In March 2026, the Group secured new shareholder loan
facilities totalling EUR 18 million, consisting of:
/ A EUR 16 million pari passu facility maturing on 31
December 2027, carrying interest in line with the Group’s
existing bond terms and ranking pari passu with existing
bondholders and the RCF provider. The facility includes
covenants broadly aligned with the existing bond terms,
with an expected reduction to EUR 14 million by the end of
July 2026; and
/ A EUR 2 million unsecured facility maturing on 30 April
2027, carrying interest at the existing bond terms plus a 3%
margin and which does not carry any financial covenants.
The proceeds from these facilities were used to fully
refinance the Group’s existing RCF which had a carrying
amount of circa EUR 20 million as at 31 December 2025
and which was due to mature in September 2026.
The Group has provided the following guidance to the
market for the full year 2026:
/ Revenue: EUR 105–115 million
/ Adjusted EBITDA: EUR 49–54 million
/ Cash from operations: EUR 37–41 million
/ Cash outflows related to deferred payments: EUR 3.5
million
Trading and financial performance are currently in line
with expectations when considering results for the first
quarter of 2026. Management expects to deliver within the
communicated guidance range. Even under a low-case
scenario with cash from operations of EUR 37 million, the
Group expects to generate net free cash flow in the range
of EUR 15–20 million.
Therefore, at the date of this report, the focus of
management and those charged with governance is
to now secure bond refinancing in the coming months
at overall terms that are considered to be sufficiently
attractive to the Group. This timing also allows for the
Group to demonstrate a more consistent financial
performance through the delivery of another two quarters
of results. Management is also considering various
alternative strategic options that could become available
to the Group.
Accordingly, those charged with governance do not
believe that any material uncertainty exists that could
impact the going concern basis of preparation of these
financial statements. The Group expects to be able to
honour all of its existing obligations as they fall due for a
minimum period of twelve months from the date when
these financial statements were available for issuance.
Note 1.3
===== SIDA 25 =====
Gentoo Media | PLC Report 2025 | Section 1
25
Financial statements
Significant risks and uncertainties
General
Legislative changes across jurisdictions may limit the
Group’s ability to offer gaming products in certain markets.
New regulatory frameworks can create opportunities but
also increase compliance costs by fragmenting markets
and imposing varying product, advertising and regulatory
standards.
The Group mitigates these risks by monitoring legal
developments, implementing required changes, seeking
external advice and providing continuous regulatory
training, reinforcing a strong compliance culture.
Competitive pressure from existing and emerging players
may reduce market share and profitability, especially in
newly regulated markets with established incumbents.
Continued success depends on innovation, product
enhancement, effective advertising, strong partner
relationships and adequate resources. Slow adaptation
to market demands may adversely impact financial
performance.
Additional risks include customer defaults, operational
impacts from Google algorithm updates and artificial
intelligence, currency fluctuations, and internal risks such
as dependence on key personnel, resource limitations,
cybersecurity threats and acquisition-related challenges.
In preparing the consolidated financial statements,
Management has assessed the potential impacts from
these risks and uncertainties and considered these in
their development of assumptions about the future and
financial forecasts. It has been assessed that there is no
material financial impact on the measurement of assets
and liabilities.
Geopolitical risks and uncertainties
The Group does not have business in the impacted conflict
regions of Ukraine and Russia, and Israel and Gaza, and
while difficult to predict the wider impact on consumer
spending, no material impact has been experienced so far
in the Group’s operations.
Historically, the online gambling industry has proved robust
and normally has not been materially affected by uncertain
periods for the global economy.
Climate related risks
Due to the nature of the business, the Group is not
particularly exposed to climate-related risks. The Group
remains attentive to emerging environmental factors that
may affect future performance and the consolidated
financial statements.
Note 1.3
===== SIDA 26 =====
Gentoo Media | PLC Report 2025 | Section 1
26
Financial statements
Critical accounting estimate and judgement Nature of accounting impact Note reference
Identification of special items
Identifying and separating special items from ordinary items.
Judgement 2.3 - Special items
Determination of development vs maintenance
Assessing whether work performed on existing technology
platform is maintenance or development activities.
Judgement 3.1 - Intangible assets
Useful lives of domains
Estimating the useful lives of domains acquired.
Estimate 3.1 - Intangible assets
Impairment test
Estimating key assumptions applied for the purpose of
impairment testing.
Estimate 3.2 – Impairment test
Uncertain tax positions
Assessing compliance with tax regulation.
Estimate 4.3 - Income tax and
deferred income tax
The preparation of the Group’s consolidated financial
statements requires management to make judgements,
estimates and assumptions that affect the application of
policies and reported amounts of assets, liabilities, income,
expenses, and the accompanying disclosures. Uncertainty
about these assumptions and estimates could result in
outcomes that require a material adjustment to the carrying
amount of assets or liabilities in future periods. Estimates
and the underlying assumptions are reviewed on an ongoing
basis.
This note includes the areas that involve a higher degree
of judgement or complexity and where changes in
assumptions and estimates will likely have a significant
impact on the consolidated financial statements. These
areas are categorised as critical accounting estimates and
judgements.
/ Critical accounting estimates
The determination of the carrying amount of some assets
and liabilities requires the estimation of the effect of
uncertain future events on those assets and liabilities and
actual results may differ from the estimates made. Making
estimates involves developing expectations of the future
based on assumptions, which Management to the extent
possible have supported by historical trends or reasonable
expectations. Management believes that the applied
estimates are the most likely outcome of future events.
/ Key accounting judgments
Key accounting judgements are made when applying
accounting policies. Key accounting judgements are the
judgements made that can have a significant impact on
the amounts recognised in the consolidated financial
statements.
The areas that are categorised as critical accounting
estimates and judgements are unchanged from 2024,
except the identification of special items in 2025 and that
there have been no business acquisition in 2025.
The description of the critical accounting estimates and
judgements are included in the individual notes as shown
below:
Critical accounting estimates and judgements
Note 1.4
===== SIDA 27 =====
Gentoo Media | PLC Report 2025 | Section 1
27
Financial statements
Changes in accounting policies and disclosures - new
standards and interpretations
In 2025, the Group adopted new IFRS Accounting
Standards, amendments and interpretations to existing
standards that are mandatory for financial reporting
periods beginning on 1 January 2025 as adopted by the EU.
None of the new or amended standards or interpretations
have had a significant impact on the Group’s consolidated
financial statements for the current year in respect of
recognition and measurement and are not expected to
have a material impact on future periods or on foreseeable
future transactions.
Voluntary changes in accounting policies
During 2025, Management has chosen to change the
presentation in the consolidated income statement. In
previous periods items of financial income and expenses,
such as interest income and expenses, foreign exchange
rate gains and losses etc. were included in the line items
‘other income and expenses’. Management believes
that a change in presentation in the income statement to
present separately ‘Finance costs, net’ better reflects the
nature of the underlying income and costs. Further, foreign
exchange rate gains and losses on the Group’s bonds have
been presented separately as ‘Unrealised exchange loss
on the bond’.
Comparative figures for 2024 have been reclassified
accordingly, whereby EUR 14,321 thousand have been
reclassified from the line item ‘other income and expenses’
to the line items ‘Finance costs, net’ and ‘Unrealised
exchange loss on the bond’. The change of presentation
did not have any impact on the result for the years
presented. A reconciliation of how the reclassifications
have impacted the line items in the income statement is
presented below in note 1.6.
New standards and interpretations that are not yet
effective
Generally, all new and amended IFRS Accounting
Standards and interpretations are expected to be
implemented by the Group when they become
mandatory and have been endorsed by the EU. Certain
new accounting standards and interpretations have
been published that are not mandatory for 31 December
2025 reporting periods. None of these amended or new
standards are expected to have a material impact on the
Group’s recognition and measurement of items within
these consolidated financial statements in the current
or future reporting periods and on foreseeable future
transactions.
IFRS 18 Presentation and Disclosure in Financial
Statements
From 1 January 2027, IFRS 18 will replace IAS 1, introducing
new requirements with the purpose of achieving
comparability of the financial performance of similar
entities and providing more relevant information and
transparency to users.
IFRS 18 will not have any impact on the recognition or
measurement of items in the financial statements, but
introduces changes to the structure and presentation
of the income statement. The standard requires
retrospective application, thus comparative information
must be restated.
The Group will amongst others be required to:
/ Classify items of income and expenses into five
categories (operating, investing, financing income taxes
and discontinued operations).
/ Present new defined subtotals in the income statement
(operating profit or loss, and profit or loss before financing
and income taxes).
/ Provide a single disclosure about management-defined
performance measures (MPPs) with reconciliations to IFRS
subtotals.
The Group has initiated its analysis of IFRS 18. The full
impact assessment of IFRS 18 will be completed in due
time before the mandatory adoption in the Q1 interim
report for 2027.
Based on the Group’s initial analysis, the key effects are
currently assessed to include:
/ Foreign exchange rate differences will be classified in
the same category as the related income and expenses
from the items, giving rise to the foreign exchange rate
differences. Currently, foreign exchange gains and losses
are presented within finance income and expenses.
/ Interest income will under IFRS 18 be presented within
the investing category and interest paid will be presented
within the financing category.
/ Additional disclosures to be provided about the Group’s
‘management-defined performance measures’.
Changes in accounting policies and disclosures
Note 1.5
===== SIDA 28 =====
Gentoo Media | PLC Report 2025 | Section 1
28
Financial statements
EUR’000
Income statement
2024 as reported Reclassification of
financial items Correction of error 2024 restated
Revenue 122,773 - -4,720 118,053
Employee costs -15,594 - 3,306 -485 -19,385
Marketing expenses -32,020 - 655 -31,365
Other operating expenses -18,700 4,072 -15 -14,643
Operating profit before depreciation and amorti-
sation (EBITDA) and special items 56,459 766 -4,565 52,660
Special items - - 766 - -766
Operating profit before depreciation and amorti-
sation (EBITDA) 56,459 - -4,565 51,894
Amortisation and depreciation -17,625 - 364 -17,261
Other income and expenses 637 - - 637
Operating profit (EBIT) 39,471 - -4,201 35,270
Finance costs, net -13,516 962 -315 -12,869
Unrealised exchange loss on the bond - - 962 - -962
Profit before income taxes 25,955 - -4,516 21,439
Income tax 372 - - 372
Profit from continuing operations 26,327 - -4,516 21,811
Loss from discontinued operations -78,912 - - -78,912
Loss for the year -52,585 - -4,516 -57,101
Other comprehensive income 61 - - 61
Total comprehensive income -52,524 - -4,516 -57,040
EUR’000
Balance sheet (extract)
31 December 2024 as reported Correction of error 31 December 2024 restated
Assets
Other intangible assets 62,221 1 74 62,395
Trade and other receivables 26,995 -2,372 24,623
Liabilities
Borrowings (current) 16,200 72 16,272
Trade and other payables 11,897 2,538 14,435
Current income tax liabilities 24,824 56 24,880
Equity
Accumulated deficit -126,528 -4,865 -131,393
Total equity -24,727 -4,865 -29,592
During the third quarter of 2025, Management discovered material errors related to the 2024 financials. The details of the
errors, which in aggregate are material, have been described below.
The errors have been corrected by restating each of the affected financial statement line items for 2024 as follows:
Correction of material error
Note 1.6
===== SIDA 29 =====
Gentoo Media | PLC Report 2025 | Section 1
29
Financial statements
All the corrections are attributable to the owners of
Gentoo Media p.l.c. There is no material tax effect.
Description of corrections made:
/ The correction in revenue relates to identified
discrepancies between the actual delivery of services and
the revenue previously recognised, including a number
of subsequent credit notes issued in 2025 that pertain to
revenue recorded in 2024 with no reinvoicing.
/ The change in trade payables is due to funds received
(non-recurring) that were initially recorded as payables;
following clarification in the current year, these amounts
were recognised as other income and accordingly
released from trade payables in 2025, refer to note 2.6.
/ The correction in employee costs and other operational
expenses primarily relates to an insufficient bonus accrual
recognised in 2024.
/ The correction in amortisation relates to excessive
amortisation recognised in 2024.
/ The correction in marketing expenses relates to improper
periodisation between the actual incurrence of costs and
the timing of the expense recognition.
/ The correction in financial items relates to interest
expenses that were erroneously omitted from the 2024
financial statements.
Description of reclassifications made:
/ The reclassification of employee costs to other operating
expenses pertains to consultancy costs.
/ The reclassification to special items pertains to one-off
cost related to the split from Platform and Sportsbook.
The total impact on profit for continuing operations in
2024 amounts to EUR -4,516 thousand. Total equity as
of 31 December 2024 has been reduced by EUR 4,865
thousand.
The consolidated statement of cash flows were restated
accordingly to reflect the corrections. However, all
changes were related to items within cash flows from
operating activities. Thus, total cash flows operating,
investing and financing activities were not affected.
Note 1.6 | Correction of material error
===== SIDA 30 =====
Gentoo Media | PLC Report 2025 Management commentary | Back to content
30
Results of the year
Section 2
31 Note 2.1 / Segment information
33 Note 2.2 / Revenue
35 Note 2.3 / Special items
36 Note 2.4 / Employee costs
37 Note 2.5 / Share-based payment schemes
39 Note 2.6 / Other operating income and expenses
===== SIDA 31 =====
Gentoo Media | PLC Report 2025 | Section 2
31
Financial statements
Publishing Paid Media Group
EUR’000 2025 2024 restated 2025 2024 restated 2025 2024 restated
Revenue per category
Revenue share agreements 46,446 50,872 14,507 19,67 4 60,953 70,546
Cost per acquisition (CPA) 9,235 9,581 4,100 4,055 13,335 13,636
Listing fees / other revenue 23,111 29,228 1,340 4,643 24,451 33,871
Total revenue 78,792 89,681 19,947 28,372 98,739 118,053
Other operating income 2,306 - - - 2,306 -
Cost - 38,449 - 41,788 - 19,435 - 23,605 - 57,884 - 65,393
Operating profit before depreciation and
amortisation (EBITDA) and special items 42,649 47,893 512 4,767 43,161 52,660
EBITDA margin before special items 54% 53% 3% 17% 44% 45%
Special items, net - 3,978 - 766 - 1,297 - - 5,275 - 766
Operating profit before depreciation and
amortisation (EBITDA) 38,671 47,127 - 785 4,767 37,886 51,894
EBITDA margin 49% 53% -4% 17% 38% 44%
Investments in non-current* 6,293 6,139 - - 6,293 6,139
*Capitalisation of intangible assets.
The Group’s business segments are divided into
operating segments which are consistent with the internal
management reporting to the Group management team.
The operating segments are regularly reviewed by the
Group management team who is responsible for assessing
operating segments’ performance and for making
resource allocation decisions.
The Group has two operating and reportable segments:
/ Publishing
/ Paid Media
The publishing segment generates revenue by creating
content monetized through ads, subscriptions, or
sponsorships. It attracts audiences organically via Search
Engine Optimization (SEO), social media, and direct traffic,
earning from programmatic ads, direct brand deals, or
paywalls. Success depends on content quality, audience
engagement, and advertiser demand. Challenges include
ad-blockers, declining ad revenues, and algorithm shifts.
Unlike paid marketing, publishing focuses on building and
monetizing an engaged audience over time rather than
actively spending on traffic acquisition.
Our paid marketing business generates revenue by
promoting products or services through digital advertising
channels like Google Ads and social media. It operates
on performance-based models such as Cost-Per-
Click (CPC), Cost-Per-Impression (CPM), or Cost-Per-
Acquisition (CPA). Businesses in this sector earn through
commissions, ad spend markups, or listing fees. Success
depends on audience targeting, bidding strategies, and
ad creatives, with platforms like Google and Meta leading
the space. Revenue is influenced by seasonality, budgets,
and algorithm changes.
Unlike publishing, paid marketing actively spends to
acquire traffic, facing challenges like rising customer
acquisition costs and privacy regulations.
The Group operates an integrated business model. As
such assets and liabilities are not allocated to operating
segments in the internal reporting reviewed by the CODM.
There are no significant transactions between the
operating segments.
Segment information
Note 2.1
===== SIDA 32 =====
Gentoo Media | PLC Report 2025 | Section 2
32
Financial statements
Accounting policies
The segments are determined and reported based
on the information internally provided to the Group’s
‘management team’, which is defined being the
Group’s chief operating decision-maker.
The business performance of the segments is
measured by operating profit before amortisation
and depreciation (EBITDA). Segment revenue and
costs comprise of items that are directly attributable
to the individual segments. Decisions on financing
(other income and expenses) and tax planning
(income tax) are managed at Group level and are
therefore not managed and allocated to segments.
The accounting policies of the reportable segments
are the same as applied by the Group as described
throughout the respective notes.
During 2025 and 2024, no single customer accounted for
10% or more of the Group’s total revenue.
EUR ‘000 2025 2024 restated
Nordic countries 1,369 2,206
Europe excluding Nordic countries 90,777 98,109
Group 92,146 100,315
Total non-current assets (excluding financial
instruments and deferred tax assets) split by
domicile location of the entities holding the assets: EUR ‘000 2025 2024 restated
Nordic countries 21,755 18,692
Europe excluding Nordic countries 47,107 47,598
Rest of world 29,877 51,763
Group 98,739 118,053
Total revenue split by operator’s location
EUR’000
Group
2025 2024 restated
Operating profit before depreciation and amortisation (EBITDA) 37,886 51,894
Amortisation, depreciation, and impairment losses - 19,554 - 17,261
Loss on sale of non-current assets - 234 -
Other income and expenses 317 637
Operating profit (EBIT) 18,415 35,270
Finance costs, net - 13,938 - 12,869
Unrealised exchange loss on the bond - 1,835 - 962
Profit before income taxes 2,642 21,439
Reconciliation of profit before income tax for the year
Note 2.1 | Segment information
===== SIDA 33 =====
Gentoo Media | PLC Report 2025 | Section 2
33
Financial statements
Accounting policies
Gentoo Media is a multi-channel affiliate marketing
business connecting high-value players with
leading online sportsbooks and casinos. Revenue
is recognised in accordance with the 5-step model
of IFRS 15 Revenue from Contracts with Customers,
which requires revenue to be recognised when
control with the underlying services are transferred
to the customers at an amount that reflects the
consideration to which the Group expects to be
entitled in exchange for those services.
The Group generates revenue primarily on a
performance basis through commissions derived
from referrals of prospective players visiting the
Group’s websites to the Group’s customers, who are
regulated online gambling operators.
Commission fees may be earned under revenue
share agreements, cost per acquisition agreements
(CPA), or in combination. The Group also generates
other revenue, primarily from listing fees. Detailed
descriptions of the Group’s accounting policies for
each revenue stream are provided below.
The nature of the Group’s promises are to attract end
users (players) using online marketing methodologies
and to redirect these customers to the online
sportsbooks and casinos. The Group is thus not
involved in the operator’s delivery of gaming or
gambling services to the players or otherwise to
arrange for these gaming or gambling services to be
provided by the online sportsbooks and casinos. As
such, the Group has concluded that it is the principal
in its revenue arrangements within the affiliate
marketing business.
Commission fees
Management considers the promises in the
commission fee agreements to represent a series
of distinct performance obligations related to
redirecting players on a continuous basis to the online
gaming and gambling providers.
The Group has no material obligations for discounts,
incentives or refunds of commissions subsequent to
completion of its performance obligations.
The payment terms are generally 7 days for the ‘paid
segment’ and 31 days for the ‘publishing segment’.
Invoices are generally raised after the work has been
performed and the Group’s obligations have been
satisfied.
Information about the Group’s revenue disaggregated by
product line is provided above in note 2.1, which also shows
the relationship between revenue by product line and
revenue information disclosed for the reportable segments,
i.e. Paid Media and Publishing.
Revenue
Note 2.2
===== SIDA 34 =====
Gentoo Media | PLC Report 2025 | Section 2
34
Financial statements
Revenue share agreement
For revenue share agreements, the Group receives
a share of the net gaming revenues that the gaming
operator generates over the lifetime of the referred
player. The revenue share to which the Group is entitled
is based on the operator’s positive net gaming revenue
generated by the portfolio of referred players within
a calendar month. An operator’s negative net gaming
revenue does not yield a negative revenue share
amount for the Group for the applicable period. As
such, the Group does not recognize revenue in the
corresponding period when the operator has negative
net gaming revenue. Negative net gaming revenue for
a month is normally not carried forward to be offset
against positive net gaming revenue from the same
referred players in subsequent calendar months. Thus,
the Group recognizes revenue in subsequent periods
without deductions from previous periods’ negative
net gaming revenue.
Since the revenues are not fixed at the outset, the
commission fees for each referral are considered
variable consideration and are only recognized to
the extent it is probable that no significant reversal
of cumulative revenue recognized for this referral will
occur when the fees are ultimately known. Although
performance is complete when the referral is accepted
by the operator, the ultimate revenue-sharing fees
from the referral are subject to significant uncertainties,
including how long the referred player will remain active,
patterns of wins and losses, regulatory developments,
etc. Consequently, revenue-share fees are considered
constrained and not included in the transaction
price until the uncertainties are resolved. Revenue is
therefore recognized in the month the related positive
net gaming revenue is earned by the respective gaming
operators from the portfolio of referred players.
Cost per acquisition (CPA) agreements
For a cost per acquisition agreement, the operator
pays a one-time fee to the Group for each player that
registers and deposits a minimum amount on the
operator’s site. The CPA commission fees are based on
pre-agreed fixed rates, and are by nature variable as the
fees are only payable - if and when - the deposits are
made by the players. Revenue from CPA fees for each
player referral are recognized by the Group when the
uncertainty is resolved, being in the month where the
referral creates a qualifying account with the operator
(i.e. making a deposit).
CPA fees are normally paid to the Group shortly after
the month-end.
Listing fees / other revenue
Other revenue primarily comprises listing fee
agreements. In such agreements, an operator pays a
fixed fee for exposure in the form of being provided
a prominent position and to be critically reviewed on
the Group’s websites. As such, the operators receive
and consume the benefits as the Group performs,
i.e. during the period the operators are provided the
prominent position. The related revenue is therefore
recognized over time on a linear basis over the term of
the agreement.
Note 2.2 | Revenue
===== SIDA 35 =====
Gentoo Media | PLC Report 2025 | Section 2
35
Financial statements
Accounting policies
Special items consist of recurring and non-
recurring items that management does not
consider to be part of the Group’s ordinary
operating activities, i.e. acquisition costs,
adjustment of earn-out payments related to
acquisitions and restructuring costs.
Special items are shown separately from the
Group’s ordinary operations to facilitate a
better understanding of the Group’s financial
performance.
2024 restated
EUR’000 As reported Special item If special items had not been presented seperately
Other operating expenses - 14,643 - 766 - 15,409
2025
EUR’000 As reported Special item If special items had not been presented seperately
Other income 2,306 204 2,510
Other operating expenses - 9,037 - 3,171 - 12,208
Employee costs - 21,898 - 2,308 - 24,206
Split from Platform and Sportsbook
Special items for the year 2025 include costs associated
with the separation from the Platform and Sportsbook
operations amounting to EUR 3,171 thousand (2024:
EUR 766 thousand). These activities also led to various
optimisation initiatives and projects, which are reflected in
operational expenses under special items.
Streamlining of operations
Further, special items for the year 2025 include costs
of EUR 2,308 thousand (2024: nil) incurred as part
of restructuring and streamlining efforts across the
organisation, primarily reflected in personnel-related
expenses.
EUR’000 2025 2024
Special items, income
Earnout reversal - 204 -
Special items, expenses
Split from Platform and Sportsbook 3,171 766
Streamlining of operations 2,308 -
Special items 5,275 766
Special items comprise of the following:
Special items
Note 2.3
Earnout reversal
The earnout reversal of EUR 204 thousand in 2025 is
recognised as an income under special items, arising from
a reassessment of contingent considerations related to
the acquisition of KaFe Rocks Ltd.
Key accounting judgements
The use of special items entails management judgement
in the separation from ordinary items. Management
carefully considers individual items and projects (including
restructuring) in order to ensure the correct distinction and
split between operating activities and significant income
and expenses of a special nature. Management initially
assesses the entire restructuring project and recognises
all present costs of the project.
The projects are assessed on an ongoing basis, with
additional costs possibly being incurred during the lifetime
of the project. The estimate includes expenses related
to termination of employees, onerous contracts, break
fees and other obligations arising in connection with
restructuring.
Impact of special items on operating profit
If special items had been recognised in operating profit before special items, they would have been included in the
following line items:
===== SIDA 36 =====
Gentoo Media | PLC Report 2025 | Section 2
36
Financial statements
Remuneration to key management
The Group’s key management comprises of members of
the Board of Directors and the Group management team.
It is the Group’s policy that the remuneration of the
directors is based on a salary which reflects the tasks and
responsibility of their employment and the value added
to the Group. This remuneration is established on an
individual basis.
In addition, the Group has granted share options to the key
management in recognition of services rendered, refer to
note 2.5. Remuneration to key management members, as
specified above, represents the expenses recognised in
the periods covered by these financial statements.
Accounting policies
Employee costs include wages and salaries,
cash bonuses, share-based payments, pension
costs, benefits and social security costs. In
general, employee costs are expensed when
the services are rendered by the employees.
Employee costs also include termination
benefits, which are expensed when an
agreement has been reached between the
Group and the employee and no future service
is rendered by the employee in exchange for
the termination payment.
The accounting policy for share-based
payments is provided in note 2.5.
EUR’000 2025 2024
restated
Wages and salaries 24,278 22,286
Social security costs 2,507 2,677
Share based payment expense 531 59
Total employee costs before capital-
isation 27,316 25,022
Employee costs capitalised as part of
software development - 5,418 - 5,637
Total employee costs recognised in
the income statement 21,898 19,385
Average number of full-time employ-
ees 340 335
EUR’000 2025 2024
Short-term employee benefits 1,416 3,463
Share based payment expense - 55
Termination benfits 379 -
Total 1,795 3,518
Employee costs
Note 2.4
Employee cost
===== SIDA 37 =====
Gentoo Media | PLC Report 2025 | Section 2
37
Financial statements
The Group’s key management personnel and selected
key employees are part of the share-based payment
plans granted by the Group’s parent, Gentoo Media Inc.
As such, the Group has over time had various share-based
payment plans where the exercise and vesting terms are
established at the time of grant. The initiatives for these
share-based payment plans aimed to align the interests
of the participants with those of the shareholders and to
support the Group’s strategic objectives.
All options granted are conditional on the participants
completing a specified number of years’ service (the
vesting period). The options are generally vesting in
instalments over 1 to 6 years. The exercise of the share
options is conditional on continued employment at the
day of exercise. Once vested, the options are exercisable
in four annual exercise windows. No other vesting or non-
vesting conditions apply.
The Group has no legal or constructive obligation to
settle or repurchase the options in cash. Accordingly, the
option plans are classified as equity-settled share-based
payment plans. The fair value of stock options granted
is determined using the Black-Scholes option-pricing
model.
Share option plans granted in 2025 programme
In alignment with the Group’s previous programmes,
the Board of Directors formally approved a share option
plan for key employees in April 2025. The shares options
granted are vesting in three instalments with vesting
dates ranging from 2028 to 2030. The terms of the
2025 programme are similar to the terms of the Group’s
programmes granted in previous years.
The fair value at grant date is determined using a Black-
Scholes option-pricing model that takes into account the
share price at grant date, the exercise price, the risk-free
interest rate for the term of the options, the expected
volatility and the term of the options (the expected
maturity). The share options have a weighted average grant
date fair value of EUR 0.48 per share option. The total grant
date fair value amounts to EUR 3,438 thousand.
The average model inputs for share options granted during
2025 included:
/ Share price at grant date: SEK 16.84 (EUR 1.55)
/ Exercise price: SEK 22.70 (EUR 2.10)
/ Expected volatility: 45.30%
/ Risk-free interest rate: 2.38%
/ Expected maturity: 4.64 yrs
The expected volatility was based upon an analysis of the
historical volatility of peer-group
public companies within the affiliated marketing industry
and is therefore considered to be reasonably comparable
to the Group. The annualised volatility was calculated using
data about the peer company’s share prices over a three-
year period.
Outstanding instruments - Options
The total expense recognised in 2025 arising from equity-
settled share-based payment transactions amounts to
EUR 531 thousand (2024: EUR 59 thousand).
During 2025, there were a number of resignations and
therefore options forfeited as the option holders did not
meet the condition of continued employment.
Share-based payment schemes
Note 2.5
Number of options Average
exercise price
in € per optionExecutive Management Other Total
Outstanding at 1 January 2025 265,500 854,100 1,119,600 1.7 4
Granted 4,750,000 2,410,000 7,160,000 2.09
Exercised - 22,000 22,000 1.09
Expired 52,000 256,100 308,100 1.55
Forfeited - 2,100,000 2,100,000 2.09
Outstanding at 31 December 2025 4,963,500 886,000 5,849,500 2.06
Outstanding at 1 January 2024 326,600 1,648,750 1,975,350 1.75
Exercised 61,100 484,150 545,250 1.44
Forfeited - 310,500 310,500 1.73
Outstanding at 31 December 2024 265,500 854,100 1,119,600 1.74
===== SIDA 38 =====
Gentoo Media | PLC Report 2025 | Section 2
38
Financial statements
Accounting policies
The Group’s parent, Gentoo Media Inc., operates a
number of equity-settled share-based compensation
plans. Through these plans, the Group receives
services from employees as consideration for equity
instruments (options) of Gentoo Media Inc. 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 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 reflect 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.
At the end of 2025 there are currently 789,500 share options (2024: 236,500) that are vested but not exercised. The
weighted-average remaining contractual lives are 3,52 years (2024: 1,77 years).
Grant dates (year) Vest dates (range) Expiry dates Exercise prices €
Share options
2025 2024
2019 2020-2022 March 2025 2.18 - 30,000
2021 2022-2024 December 2026 1.09 127,000 206,500
2022 2023-2025 December 2027 1.59 662,500 883,100
2025 2028 April 2029 1.96 2,894,320 -
2025 2029 April 2030 2.16 1,082,840 -
2025 2030 April 2031 2.37 1,082,840 -
5,849,500 1,119,600
Share options outstanding at 31 December 2025 have the following expiry date and exercise prices.
Note 2.5 | Share-based payment schemes
===== SIDA 39 =====
Gentoo Media | PLC Report 2025 | Section 2
39
Financial statements
Other operating income and expenses
Note 2.6
Other operating income
Other operating income of EUR 2,306 thousand (2024:
nil) arises from the derecognition of a customer-related
liability and is assessed as part of the Group’s ordinary
operating activities.
Other operating expenses
Other operating expenses amount to EUR 9,037 thousand
(2024: EUR 14,643 thousand), which primarily consist of
consultancy costs of EUR 5,250 thousand (2024: EUR
8,807 thousand) as well as licenses and software expenses
of EUR 3,287 thousand (2024: EUR 2,354 thousand).
===== SIDA 40 =====
Gentoo Media | PLC Report 2025 Financial statements | Back to FS content
40
41 Note 3.1 / Intangible assets
43 Note 3.2 / Impairment test
45 Note 3.3 / Leases
46 Note 3.4 / Amortisation, depreciation and impairment losses
47 Note 3.5 / Discontinued operations
Operating assets
and liabilities
Section 3
===== SIDA 41 =====
Gentoo Media | PLC Report 2025 | Section 3
41
Financial statements
Domains amounting to EUR 38,719 thousand (2024:
EUR 47,365 thousand) comprise of domains acquired
by the Group through business combinations and
asset acquisitions. For consistent presentation across
subsidiaries a reclassification of EUR 1,283 thousand
was affected. The remaining useful life of the domains is
indefinite.
Change in useful life of domains
Following the spin-off and other significant activities
undertaken in 2025, Management reassessed the
estimated useful lives of intangible assets, with
particular emphasis on domain-related assets.
Management believes that the domains can provide
economic benefits as long as they are continuously
renewed and maintained. The domain registration
rights can be renewed indefinitely at relatively low
cost, with no legal or contractual limit to ownership.
Management has both the intention and the ability to
renew the domains with no foreseeable limitation of
use. In addition, brand recognition is a key driver of
customer acquisition and retention. As the domains are
core to certain of the companies brands, the brand —
and thus the domain — has no foreseeable end date.
Management has therefore assessed that domains
have indefinite useful lives. Consequently, Domains
are not amortised from July 2025 onwards, but tested
annually for impairment.
The net effect in 2025 of the revised assessment of
the useful lives is decrease in the amortisation expense
of EUR 4.36 million. In 2026, the annual amortisation
expenses are expected to decrease by EUR 8.72
million.
Management will review the assessment annually to
determine whether the indefinite life continues to be
supportable.
Key accounting judgements
Determination of development vs maintenance
Determining whether work performed on the
Group’s existing technology platforms constitutes
development qualifying for capitalisation or
maintenance costs to be recognised in the income
statement, involves judgement. The judgement
involves assessments made by managers and product
owners, which consider if the work creates new or
increased revenue, which separately meets the criteria
for development projects developed internally.
In contracts, work performed with the purpose to
maintain current revenue streams is considered
maintenance to ensure the current state of already
developed features, which previously has been
capitalized during development.
EUR’000 Goodwill Trademarks Domains Affiliate contracts &
database
Technology
platform Total
Cost
Balance 1 January 2024 30,345 850 86,683 20,349 14,066 152,293
Acquisitions from business combinations 3,754 - - 718 - 4,472
Additions - 679 8,346 546 6,082 15,653
Disposals - - - 210 - - - 210
Reclass to other assets - - 850 700 - - - 150
Exchange rate adjustment - 60 - - 80 - 20
31 December 2024 34,039 679 95,519 21,693 20,148 172,078
Amortisation and impairment
Balance 1 January 2024 - - - 39,372 - 11,162 - 8,7 46 - 59,280
Amortisation for the period - - 9,846 - 2,869 - 3,649 - 16,364
Impairment for the period - 58 - - - - - 58
Reclass to other assets - - 1,064 - 1,064 - -
31 December 2024 - 58 - - 48,154 - 15,095 - 12,395 - 75,702
Balance at 31 December 2024 restated 33,981 679 47,365 6,598 7,753 96,376
EUR’000 Goodwill Trademarks Domains Affiliate contracts &
database
Technology
platform Total
Cost
Balance 1 January 2025 34,039 679 95,519 21,693 20,148 172,078
Additions - - - 1,305 6,444 7,749
Disposals - - - 876 - - - 876
Reclass to other assets - - - 4,278 - 4,278 -
31 December 2025 34,039 679 90,365 22,998 30,870 178,951
Amortisation and impairment
Balance 1 January 2025 - 58 - - 48,154 - 15,095 - 12,395 - 75,702
Amortisation for the period - - - 4,487 - 3,619 - 6,957 - 15,063
Impairment for the period - - - 2,000 - - 793 - 2,793
Reclass to other assets - - 2,995 - - 2,995 -
31 December 2025 - 58 - - 51,646 - 18,714 - 23,140 - 93,558
Balance at 31 December 2025 33,981 679 38,719 4,284 7,730 85,393
Intangible assets
Note 3.1
===== SIDA 42 =====
Gentoo Media | PLC Report 2025 | Section 3
42
Financial statements
Note 3.1 | Intangible assets
Accounting policies
Goodwill
Goodwill arises on the acquisition of subsidiaries
through business combinations.
Goodwill is initially recognised at the amount by which
the purchase price for a business combination exceeds
the recognised value of the identifiable assets and
liabilities acquired. Goodwill comprises future growth
expectations, buyer-specific synergies, the workforce in
place etc. After initial recognition, goodwill is measured
at cost less accumulated impairment losses. Goodwill
is not amortised, but is tested for impairment annually
or if an impairment indication arises. Impairment losses
charged in previous years cannot be reversed.
Domains
Domains arises primarily from acquisition of businesses
or asset acquisitions and are initially recognised
fair value. Separately acquired domains are initially
recognized at cost. Domains are subsequently
measured at cost less accumulated amortisations and
impairment losses. As of 30 June 2025, the useful lives
of domains were assessed to be indefinite. Up until that
point time, domains were amortized over 8 years.
Affiliate and customer contracts
Acquired affiliate contracts are measured at historical
cost less accumulated amortizations. Where such assets
are acquired in a business combination, historical cost
represents their acquisition-date fair value. Affiliate and
customer contracts are estimated to have a useful life of
3 years, determined by reference to the expected user
churn rate.
Computer software and technology platforms
Acquired computer software and technology platforms
are capitalised on the basis of the costs incurred to
acquire and bring to use these assets. Where such
assets are acquired in a business combination, historical
cost represents their acquisition-date fair value. These
costs are amortised over their estimated useful lives of 3
to 4 years or, in the case of computer software, over the
term of the licence agreement, if different. Development
costs that are directly attributed to the design and
testing of identifiable and unique software products
controlled by the Group are recognised as intangible
assets when the following criteria are met:
/ It is technically feasible to complete the intangible
asset so that it will be available for use;
/ Management intends to complete the intangible asset
and use or sell it;
/ There is an ability to use or sell the intangible asset ;
/ It can be demonstrated how the intangible asset will
generate probable future economic benefits;
/ Adequate technical, financial and other resources
to complete the development and to use or sell the
intangible asset are available; and
/ The expenditure attributable to the intangible asset
during its development can be reliably measured.
Directly attributable costs that are capitalised include
primarily cost for the development employees. The
assessment of whether such costs satisfy the above
conditions for capitalisation is made by Management
and is based on data logged in a project management
platform. Other development expenditures that do not
meet these criteria are recognised as an expense as
incurred.
Critical accounting estimates
Useful lives of domains
The Group reviews the estimated useful lives of domains
at least annually. As described above, the useful lives
of the Group’s domains were in July 2025 revised to be
considered indefinite. When estimating the domain’s
useful lives Management considers among other the
Group’s legal rights to renew domains when they expire,
including related renewal costs, and whether the Group
has both the intention and ability to renew the domains
with no foreseeable limitation in use.
===== SIDA 43 =====
Gentoo Media | PLC Report 2025 | Section 3
43
Financial statements
Impairment test result for the year
In accordance with the Group’s accounting policies,
Management performs an annual impairment test of
goodwill and other intangible assets. The impairment tests
performed in 2025 and 2024 did not result in recognition
of any impairment losses.
The impairment tests are an assessment of whether a cash
generating unit will be able to generate sufficient positive
net cash flow in the future to support the carrying amount
of the asset or assets related to the unit.
Management also reviews whether there are any
indications that non-current assets may be impaired.
In that connection Management identified that certain
specific assets underperformed relative to expectations,
which resulted in recognition of impairment losses on
domains by EUR 2,000 thousand and EUR 793 thousand
on technology platforms. Impairment losses of EUR 58
thousand on goodwill were recognised in 2024.
Details about the impairment test of goodwill and other
intangible assets and impairment losses recognised in
2025 are provided below.
Impairment test
The Group’s goodwill primarily relates to prior years’
acquisitions of AskGamblers Ltd. and KaFe Rocks Ltd.,
companies offering affiliate marketing via their own
websites. Following the reassessment in 2025 of the useful
lives of domains being indefinite, the carrying amount of
domains are tested for impairment together with goodwill
and intangible assets with definite useful lives.
Consistent with the Group’s management reporting
structure the cash generating units are the operating and
reportable segments, being Paid and Publishing, which
also represent the smallest group of assets in the business.
The identification of CGUs are consistent with last year.
The carrying amount of goodwill and other intangible
assets are allocated to the CGUs as follows:
The recoverable amount determined in the impairment
test is based on a ‘value in use’ calculation. To determine
the value in use, Management is required to estimate
the present value of the future free net cash flow based
on budget for 2026 as approved by the Group’s Board,
and forecasts for 2027-2030 (2024: 2026 - 2028).
Management’s estimates also include projections for the
terminal period.
Key assumptions in the estimate of the present value are
revenue growth and EBITDA margin.
/ Revenue growth rate is the average annual growth rate
over the four-year forecast period. It is based on past
performance and management’s expectations of market
development. The development of revenue growth 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.
/ EBITDA-margin reflects the margin in the budget for
2026 and average margin in the four-year budget period.
The expected EBITDA-margin is based on historical
experience and the assumptions about expected market
developments. The expected margin reflects a materially
learner cost base following the operational improvements
and restructuring activities incurred in 2025.
The projected cash flows also include assumptions
regarding the following:
/ The long-term growth rate in the terminal period is based
on the expected growth rate in the world economy.
/ The pre-tax discount rate reflects specific risks relating to
the segments.
/ 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.
2024
EUR’000 Paid Media Publishing Total
Goodwill 5,853 28,128 33,981
Other intangibles
assets with indefinite
useful lives
- 679 679
Intangible assets with
definite useful lives 654 61,062 61,716
Total intangible assets 6,507 89,869 96,376
2025
EUR’000 Paid Media Publishing Total
Goodwill 5,853 28,128 33,981
Other intangibles
assets with indefinite
useful lives
- 39,398 39,398
Intangible assets with
definite useful lives 12 12,002 12,014
Total intangible assets 5,865 79,528 85,393
Impairment test
Note 3.2
2025 2024
Paid
Media Publishing Paid
Media Publishing
Long term
growth rate 2% 2% 2% 2%
Pre-tax
discount rate 16% 16% 15% 15%
Marginal
tax rate 22% 5% 22% 5%
===== SIDA 44 =====
Gentoo Media | PLC Report 2025 | Section 3
44
Financial statements
The calculated value in use for each cash generating unit
is considerably higher than the carrying amount. The
impairment test thus shows that goodwill other intangible
assets are not impaired. In Management’s opinion, no
reasonable likely change to the key assumptions will
result in the carrying amount of each cash-generating
unit exceeding the value in use significantly. In the prior
year, there were no reasonably possible changes in any
of the key assumptions that would have resulted in an
impairment.
Impairment loss on domains and technology platform
In 2025, an impairment loss of EUR 2,000 thousand
was recognised relating to a domain that is part of the
Publishing segment. In December 2025, Management
reviewed the performance of the domain and concluded
that it did not generate revenue in accordance with
expectations and was therefore written down to its
recoverable amount of EUR 983 thousand, which was
determined by reference to the domain’s fair value less
cost of disposal. The main valuation input used was a
revenue multiple, reflecting Management’s expectations
for the revenue-multiple that could be obtained from a
sale of the domain. Since the estimated revenue-multiple
is a significant unobservable input, the fair value of the
domain is classified as a level 3 fair value.
In addition, an impairment loss of EUR 793 thousand was
recognised on the technology platform, which was also
part of the Publishing segment. The write-down is related
to a separate development project, which no longer will
be used by the Group and where all related development
activities have ceased. The net realisable value was
therefore nil.
The total impairment loss of EUR 2,793 thousand have been
recognised in the income statement within amortisation,
depreciation and impairment losses.
Critical accounting estimates
Impairment test
In performing impairment tests, management assesses
whether the CGU to which the goodwill and other
intangible assets relates is expected to generate
sufficient net cash flows to support the carrying amount
of intangibles. The assessment is based on estimates of
expected future cash flows (value in use) for the individual
CGU, which by nature are uncertain.
Estimates are based on financial budgets for the following
year, as approved by management, which assessed,
expected growth and market developments and are
discounted to present value. Assumptions applied in the
and forecasting period of four years as well as terminal
growth rates and margins applied are described above.
Note 3.2 | Impairment test
Accounting policies
Assets that have an indefinite useful life are not
subject to amortisation and are tested annually for
impairment.
The Group performs impairment tests of goodwill
and other intangible assets with indefinite useful
lives (i.e. domains and trademarks) at the reporting
date or when indications of impairment exist. Other
intangible assets are tested annually, or more
frequently if events or changes indicate that the
carrying amount may not be recoverable.
When performing the impairment test, the
recoverable amount of the asset is determined
as the higher of the fair value of the asset less
anticipated costs of disposal and its value in use.
Value in use is calculated as the present value of
expected future cash flows from the asset or the
CGU to which the asset belongs. Each CGU to which
goodwill is allocated represents the lowest level
within the Group at which goodwill is monitored by
Management.
Goodwill is tested for impairment together with other
non-current assets in the CGU to which goodwill is
allocated. Impairment of goodwill is recognised in
the income statement if the carrying amount of the
CGU exceeds its estimated recoverable amount.
Impairment of goodwill is not reversed.
Impairment of other non-current assets is reversed if
estimates used to calculate the recoverable amount
change. An impairment loss is reversed to the extent
that the carrying amount does not exceed the
carrying amount that would have been determined,
net of amortisation, had no impairment loss been
recognised.
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.
===== SIDA 45 =====
Gentoo Media | PLC Report 2025 | Section 3
45
Financial statements
No change was required in 2025 or in 2024 that would have
resulted in a change in the lease term.
The Group has recognised the following amounts related
to leases:
Right-of-use assets
Lease liabilities
Additions to the right-of-use assets during the 2025
financial year were EUR 3,078 thousand (2024: EUR 2,081
thousand).
The income statement shows the following amounts
related to leases:
For 2025, the total cash outflow for leases amounted to
EUR 1,642 thousand (2024: EUR 2,807 thousand).
The maturity analysis of lease liabilities is provided in note
5.4.
The Group as a lessee
Nature of the Group’s leasing activities
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 and 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. 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 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. Termination options are primarily
related to the Group’s office locations in Denmark, Malta
and the United Kingdom.
EUR'000 2025 2024
Buildings 4,690 2,902
Total right-of-use assets 4,690 2,902
EUR'000 2025 2024
Current 1,161 1,088
Non-current 3,777 2,114
Total lease liabilities 4,938 3,202
EUR'000 2025 2024
Depreciation 1,335 824
Interest expense 372 296
Total lease liabilities 1,707 1,120
Accounting policies
The Group’s leases relate primarily to office
premises and recognises a right-of-use asset and
a corresponding lease liability at the date at which
the leased asset is available for use by the group.
At initial recognition, future lease payments are
discounted using the interest rate implicit in the
lease, if that rate can be readily determined, or
alternatively the incremental borrow rate of the
respective entity holding the lease. Lease liabilities
are subsequently measured by increasing the
carrying amount to reflect interest on the lease
liability, and reducing the carrying amount to
reflect the lease payments made. Contracts may
contain both lease and non-lease components.
The Company has elected not to separate lease
and non-lease components and instead accounts
for these as a single lease component.
Right-of-use assets are measured at cost
comprising the following:
/ the amount of the initial measurement of lease
liability;
/ any lease payments made at or before the
commencement date less any lease incentives
received;
/ any initial direct costs; and
/ restoration costs.
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.
Variable lease payments other than those based
on an index or rate are recognised in the income
statement when incurred.
Payments associated with short-term or low
value - leases are recognised on a straight-line
basis as an expense in profit or loss presented
within ‘Other operating expenses’.
Leases
Note 3.3
===== SIDA 46 =====
Gentoo Media | PLC Report 2025 | Section 3
46
Financial statements
Note 3.4
Amortisation, depreciation and impairment losses comprise of the following:
Property, plant and equipment
Property, plant and equipment amounting to EUR 2,063 thousand (2024: EUR 1,037 thousand) comprises primarily of
leasehold improvements of EUR 863 thousands (2024: EUR 158 thousand). For 2025, total additions amounted to EUR 1,423
thousand (2024: EUR 656 thousand) of which 732 thousand were leasehold improvements, primarily related to the Group’s
new office in Malta. There were no significant disposals in 2025 or 2024.
Amortisation, depreciation
and impairment losses
EUR’000 2025 2024
restated
Amortisations on intangible assets 15,063 16,364
Depreciations on property, plant & equipment 363 15
Depreciations on right-of-use assets 1,335 824
Impairment losses on intangible assets 2,793 58
Total 19,554 17,261
===== SIDA 47 =====
Gentoo Media | PLC Report 2025 | Section 3
47
Financial statements
Note 3.5
Discontinued operations
On 30 September 2024, the Group completed its
restructuring process of dividing the media and platform
divisions into two independently listed companies. The
split was achieved through a divestment of the platform
& sportsbook business, which was distributed to the
shareholders of the Group’s parent company, Gentoo
Media Inc. (formerly Gaming Innovation Group Inc). For
2024, the results of the divested business were presented
as discontinued operations in the income statement. The
distribution was a reduction in capital contribution.
The key figures for the discontinued operations were:
The carrying amounts of assets and liabilities as at the date
of the distribution (30 September 2024) were:
EUR’000 2024
Intangible assets 46,015
Other non-current assets 3,538
Current assets 31,801
Total assets 81,354
Trade and other payables 20,294
Other liabilities 5,061
Total liabilities 25,355
EUR’000 2024
Revenue 29,352
Expenses - 106,873
Profit before income tax - 77,521
Income tax - 1,391
Loss from discontinued operations after tax - 78,912
Cash flows
Operating activities - 24,635
Investing activities - 10,641
Financing activities 34,634
Accounting policies
A discontinued operation is a component
of the Group 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.
The results of discontinued operations are
presented separately in the consolidated
statement of comprehensive income.
===== SIDA 48 =====
Gentoo Media | PLC Report 2025
48
Financial statements | Back to FS content
Net working capital
Section 4
49 Note 4.1 / Trade and other receivables
51 Note 4.2 / Cash flow statement specification
52 Note 4.3 / Income tax and deferred income tax
===== SIDA 49 =====
Gentoo Media | PLC Report 2025 | Section 4
49
Financial statements
As at 31 December 2025, Management recorded a loss
allowance of EUR 2,147 thousand (2024: EUR 2,805
thousand) which reconciles to the opening loss allowance
as follows:
from customers are within controlled parameters. The
Group monitors the performance of these financial assets
on a regular basis to identify incurred collection losses
which are inherent in the Group’s receivables taking into
account historical experience in collection of accounts
receivable. The Group does not hold collateral as security.
Expected credit losses
The Group’s trade receivables are subject to the expected
credit loss model.
For trade receivables the Group applies a simplified
approach in calculating expected credit losses. Therefore,
the Group does not track changes in credit risk, but instead
recognises a loss allowance based on lifetime expected
credit losses at each reporting date. The Group has
established a provision matrix that is based on days past
due for each of the group entities as these individually have
similar loss patterns. These historic loss rates are reviewed
by Management to reflect factors specific to the debtors
outstanding at the balance sheet date, as well as to reflect
the Group’s revised debt-collection procedures, which
have been enhanced during 2025 with the objective to
decrease the credit risk.
Intercompany receivables are assessed based on the
underlying financial position of the respective subsidiaries.
Management considers the associated credit risk to be
low, and any expected credit loss to be immaterial.
As of 31 December 2025, the Group’s trade and other
receivables consist of:
The Group is primarily exposed to credit risk from the trade
receivables amounting to EUR 15,822 thousand (2024: EUR
21,462 thousand), consisting of the risk that counterparties
fail to meet their contractual obligations when they fall
due.
Other receivables include a receivable of EUR 8,958
thousand (2024: nil) from the Group’s parent company,
Gentoo Media Inc. Amounts due from the parent company
are repayable on demand and interest free.
The Group seeks to mitigate its credit risk by assessing
the credit quality of its customers taking into account
financial position, past experience and other factors. The
Group has processes in place to ensure that sales are only
made 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
Note 4.1
Trade and other receivables
EUR’000 2025 2024
Expected credit loss at 1 January 2,805 1,435
Increase/decrease in loss allowance
recognised in profit or loss during the
year
- 215 1,702
Receivables written off during the year
as uncollectible -443 - 332
Expected credit loss at 31 December 2,147 2,805
EUR '000 2025 2024
restated
Trade receivables 15,822 21,462
Accrued income 909 1,494
Other receivables 10,7 49 1,667
Total receivables 27,480 24,623
===== SIDA 50 =====
Gentoo Media | PLC Report 2025 | Section 4
50
Financial statements
It is Management’s assessment that no significant
concentration risk exists as the trade receivable portfolio
is diverse. The expected credit loss for 2024 was based
on the trade receivables before restatement of EUR
2,372 thousand, hence the expected credit loss has not
been adjusted to reflect the restated trade receivables
for 2024. Trade receivables of EUR 1,230 thousand were
excluded in the previous year from the expected credit
loss assessment due to insufficient information, as they
relate to a recent acquisition with limited historical data
available to management.
EUR’000 Trade
receivables, gross
Expected
loss rate
Expected
credit loss
Carrying
amount
31 December 2025
Not due 7,692 1% 89 7,603
Overdue 1-30 days 3,110 2% 57 3,053
Overdue 31 to 60 days 1,034 4% 39 995
Overdue 61 to 90 days 410 5% 19 391
Overdue 90 to 120 days 395 5% 19 376
Overdue +120 days 5,328 36% 1,924 3,404
Total 17,969 - 2,147 15,822
31 December 2024
Not due 12,406 1% 150 12,256
Overdue 1-30 days 3,354 3% 105 3,249
Overdue 31 to 60 days 2,355 6% 142 2,213
Overdue 61 to 90 days 1,621 10% 167 1,454
Overdue 90 to 120 days 769 14% 107 662
Overdue +120 days 4,904 44% 2,134 2,770
Total 25,409 - 2,805 22,604
Note 4.1 | Trade and other receivables
Set out below is the information about the credit risk exposure on the Group’s trade receivables using a provision matrix:
Accounting policies
Trade receivables are amounts due from customers
for services performed in the ordinary course of
business.
Trade and other receivables are recognized
initially at fair value and subsequently measured at
amortised using the effective interest method, less
provision for impairment. The Group’s model for
managing trade and other receivables 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.
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.
For all trade receivable, the Group applies the IFRS
9 simplified approach in measuring the expected
credit losses, which uses a lifetime expected loss
allowance.
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.
===== SIDA 51 =====
Gentoo Media | PLC Report 2025 | Section 4
51
Financial statements
Cash flow statement specification
EUR’000 2025 2024 restated
Change in trade and other receivables - 2,857 - 11,502
Change in trade and other payables - 113 4,47 4
Other changes in assets and payables 304 1,419
Total change in working capital - 2,666 - 5,609
EUR’000 2025 2024 restated
Depreciation and amortisation charges 16,761 33,243
Share-based compensation 531 59
Impairment of assets 2,793 51,051
Loss on disposal of intangible assets and property, plant and equipment 234 393
Other non-cash items - 190 - 532
Total non-cash adjustments 20,129 84,214
Changes in working capital
Adjustments for non-cash items
Material non-cash transactions for 2024 included:
/ Distribution of the Platform & Sportsbook segment, as disclosed in more detail in note 3.5. The segment held EUR 9,968
thousand in cash and cash equivalents at that date, reducing the Group’s cash and cash equivalents by an equivalent
amount.
/ Acquisitions of subsidiaries and intangible assets amounting to EUR 4,788 thousand were funded through deferred
consideration arrangements.
/ Reduction in a deferred consideration liability amounting to EUR 2,496 thousand funded by the Company’s parent issuing
shares. Further additions of EUR 2,361 thousand were recorded, which were the result of the capitalisation of receivable
balances.
/ Reduction of EUR 3,469 thousand in the loan from the Group parent, executed through the Company’s assignment of
certain receivables to the Group parent.
Note 4.2
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Gentoo Media | PLC Report 2025 | Section 4
52
Financial statements
Income taxes
Total income tax for the year is specified as follows:
Income tax is attributable to:
Effective tax rate
EUR’000 2025 2024
restated
Current tax
Current tax on profit for the year 12,033 21,206
Total current tax 12,033 21,206
Deferred tax expense/ (benefit) - 10,335 - 21,578
Total income tax 1,698 - 372
EUR’000 2025 2024
restated
Profit from continuing operations 1,698 - 372
Profit from discontinuing operations - 1,391
Total income tax expense 1,698 1,019
EUR’000 2025 2024
restated
Profit from continuing operations before tax 2,642 23,597
Profit from discontinuing operations before tax - - 78,912
Calculated tax at domestic tax rates - 730 2,376
Tax effect of:
Income not subject to taxation - 3 -
Expenses non-deductible for tax purposes 1,169 655
Unrecognised current tax in previous year - 926 - 83
Utilisation of unrecognised tax losses from previous years -
Movements in unrecognized deferred tax assets 1,242 - 3,247
Other differences 1,308 - 73
Income tax expense, reported 1,698 - 372
Income tax and deferred income tax
Note 4.3
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Gentoo Media | PLC Report 2025 | Section 4
53
Financial statements
Note 4.3 | Income tax and deferred income tax
Deferred taxes
The following amounts are shown in the statements of financial position after appropriate offsetting:
EUR’000 2025 2024 restated
Deferred tax assets/ (liabilities)
Deferred tax assets 1 January 17,298 - 3,984
Adjustments of deferred tax in profit and loss 2,547 1,367
Deferred tax recognised on the undistributed profits of subsidiaries 7,788 19,7 40
Additions from business combinations - - 180
Other movements 28 355
Total deferred tax assets/(liabilities) 27,661 17,298
Deferred tax assets/ (liabilities) 31 December
Deferred tax is recognized in the balance sheet as:
Deferred tax asset 29,810 19,7 46
Deferred tax liability - 2,149 - 2,448
Deferred tax assets/ (liabilities) 31 December 27,661 17,298
Deferred tax is related to:
Future tax credits on subsidiaries undistributed profits 29,133 19,7 46
Differences between the tax base and carrying amounts of intangible, tangible assets and leases - 2,864 - 2,584
Unabsorbed capital allowances and tax losses 655 -
Provision for impairment of receivables 686 267
Other temporary differences 51 - 131
Deferred tax assets/ (liabilities) 31 December 27,661 17,298
In assessing the realisability of the deferred tax assets related to net operating losses from its operations, management
considered whether it is probable that some portion or all of the deferred tax assets will not be realised. The realisation of
deferred tax assets depends on the company’s ability to generate taxable income in the future.
Critical accounting estimates
Uncertain tax positions
As the Group operates in different jurisdictions, tax compliance becomes more complex, and applicable tax regulations
may be interpreted differently by the respective authorities, and disputes with these different authorities may occur.
Management periodically evaluates positions taken in tax returns with respect to situations where applicable tax
regulation is subject to interpretation and considers whether it is probable that a tax authority will accept an uncertain tax
treatment. The possible outcome of uncertain tax positions is measured based on management’s best estimate of the
amount required to settle the obligation and recognised in tax payables or income tax depending on the tax position.
Management reviews its intragroup charging mechanisms on a regular basis, and the need for updated transfer pricing
assessments is considered as the Group’s cross-border activity continues to evolve.
Management believes that the provisions made are adequate. However, the actual obligations may deviate as they
depend on the result of litigations and settlements with the relevant tax authorities.
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54
Financial statements
Note 4.3 | Income tax and deferred income tax
Accounting policies
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, 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 been
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 taxation
authority on either the taxable entity or different
taxable entities where there is an intention to settle
the balances on a net basis.
===== SIDA 55 =====
Capital structure
and financial items
Section 5
56 Note 5.1 / Shares, reserves and capital structure
59 Note 5.2 / Borrowings and interest
61 Note 5.3 / Financial assets and liabilities
62 Note 5.4 / Financial risks
===== SIDA 56 =====
Gentoo Media | PLC Report 2025 | Section 5
56
Financial statements
2025 2024
EUR No. of shares Nominal value No. of shares Nominal value
1 January 14,638,000 14,638,000 50,000 50,000
Issue of ordinary A-shares - - 115,000,000 115,000,000
Cancellation of ordinary A-shares - - -100,412,000 -100,412,000
31 December 14,638,000 14,638,000 14,638,000 14,638,000
There have been no movements in the number of ordinary
B-shares in 2025 or 2024.
In connection with the distribution of the Platform business
in 2024, a number of changes to the authorised and issued
share capital were made:
/ 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.
/ 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.
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.
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.
Share premium
Share premium comprises amounts above the nominal
share capital paid by shareholders when shares are issued
by Gentoo Media p.l.c.
Movements in share premium are specified in the
consolidated statement of changes in equity.
Share capital
The Group’s share capital consists of ordinary A-shares
and B-share, each of a nominal value of EUR 1.00 per
share.
As at 31 December 2025, 149,999,999 A-shares (2024:
149,999,999 A-shares) and 1 B-share (2024:1 B-share) are
authorised for issue, respectively.
The holder of the 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 A-shares do not have any
such restrictions. Each ordinary A-share has a carries one
vote.
All shares issued are fully paid.
Movements in the issued share capital are set out below:
Shares, reserves and capital structure
Note 5.1
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Gentoo Media | PLC Report 2025 | Section 5
57
Financial statements
Capital contribution reserve
In 2025, the Group received a capital contribution of EUR
11,648 thousand from its parent company, Gentoo Media
Inc. As a result, loans to the Group’s parent company
amounts to nil as at 31 December 2025 (2024: 9,122
thousand).
In 2024, the Group received a capital contribution from
its parent company, Gentoo Media Inc., of EUR 13,336
thousand. The contribution included a waived amount
due to Gentoo Media Inc. of EUR 10,839 thousand and an
earn-out payment relating to the Group’s acquisition of
KaFe Rocks Ltd., where Gentoo Media Inc. issued shares
to sellers amounting to EUR 2,496 thousand, which were
considered a capital contribution to Gentoo Media p.l.c.
In 2024, EUR 9,649 thousand were reclassified from
merger and other reserves by EUR -3,533 thousand and
EUR 13,693 thousand respectively.
Information about the issue and the cancellation of shares
through capitalisation of capital reserves is disclosed
above.
Capital reserves
Contributions received from the shareholders for which
the Company has no obligation to repay are recorded in
equity and presented within ‘Capital contribution reserve’.
The reserve further includes share-based payment
expenses from equity settled share-based payment
programmes recognised in equity.
Capital reserves comprise the ‘capital contribution
reserve’ and reserve for ‘advances for shares to be issued’.
Movements in the capital reserves are specified as follows:
Note 5.1 | Shares and capital structure
EUR Capital contribution
reserve
Advances for shares to
be issued Total
Balance at 1 January 2025 84,351 - 84,351
Share-based payment expense 531 - 531
Capital contribution received from the parent company 11,648 - 11,648
Other movements 5 5
Balance at 31 December 2025 96,535 - 96,535
Balance 1 January 2024 151,191 511 151,702
Share-based payment expense * 59 - 59
Capital contribution received from the parent company 13,336 - 13,336
Issue of shares - 115,000 - - 115,000
Cancellation of shares 100,412 - 100,412
Reclassifications within equity - 9,648 - 511 - 10,159
Distributions of Platform & Sportsbook segment - 55,999 - - 55,999
Balance at 31 December 2024 84,351 - 84,351
*The amount from discontinued operations is also included in the total fair value of employee services.
===== SIDA 58 =====
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58
Financial statements
Advances for shares to be issued
The amount of EUR 511 thousand as at 1 January 2024
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, this reserve was
transferred to the capital contribution reserve.
Proposed dividends
The board of directors do not propose any dividend for
the year 2025 and no dividends have been paid out during
2025.
On 30 September 2024, a non-cash dividend was
declared in the form of all of the shares held in subsidiaries
forming the Platform & Sportsbook segment. The
dividend was measured at the fair value of the subsidiaries
amounting to EUR 55,999 thousand, and equated to a
dividend per share of EUR 3.83.
Merger reserve
During 2024, all amounts within the merger reserve (EUR
3,533 thousand) were transferred to the capital reserve.
Other reserves
Other reserves consist of the ‘Currency translation
reserve’ and reserve for ‘Transactions with non-controlling
interests’.
Currency translation reserve
Translation differences arising on translation of foreign
operations with a functional currency other than
euros are recognised in other comprehensive income
and accumulated in the separate reserve, ‘currency
translation reserve, within equity. The cumulative amount
is reclassified to profit or loss when the net investment is
disposed of. The reserve is non-distributable.
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 reserve is
non-distributable.
During 2024, all amounts within this reserve (EUR 13,693
thousand) were transferred to the capital reserve.
Capital management
For the purpose of the Group’s capital management,
capital includes issued capital, share premium, and all
other equity reserves attributable to the equity holders of
the parent. The primary objective of the Group’s capital
management is to maximise shareholder value and to
maintain an optimal capital structure. The Group manages
its capital structure and makes adjustments in light of
changes in economic conditions. 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.
To maintain or adjust the capital structure, the Group may
adjust the dividend payment to shareholders, issue new
shares or return capital to shareholders.
Note 5.1 | Shares and capital structure
EUR Currency
translation reserve
Transactions with
non-controlling interests Total
Balance at 1 January 2025 - 732 - - 732
Currency translation differences - 39 - - 39
Transactions with non-controlling interests - - 185 - 185
Balance at 31 December 2025 - 771 - 185 - 956
Balance 1 January 2024 - 793 - 13,389 - 14,182
Currency translation differences - 312 - - 312
Changes in ownership interest in subsidiaries without loss of con-
trol - - 304 - 304
Recycling of accumulated exchange differences from disposal of
Platform & Sportsbook segment 373 - 373
Reclassifications within equity - 13,693 13,693
Balance at 31 December 2024 - 732 - - 732
===== SIDA 59 =====
Gentoo Media | PLC Report 2025 | Section 5
59
Financial statements
Issued Maturity
date Seniority Currency Interest rate Nominal
amount
2023 18 Dec
2026
Senior
secured SEK 3 month STIBOR
+ 7.25% p.a.
350
million
2023,
2024
18 Dec
2026
Senior
secured EUR 3 month EURIBOR
+ 7.25% p.a.
60
million
EUR '000 2025 2024
restated
Bonds 91,943 89,476
Credit facility 19,855 7,151
Loan from parent company - 9,121
Total loans and borrowings 111,798 105,748
Borrowings, non-current - 89,476
Borrowings, current 111,798 16,272
Cash and cash-equivalents 3,279 11,286
Net debt 108,519 94,462
/ Month-end minimum liquidity, such that the consolidated
amount of cash and cash equivalents are not less than EUR
3,000 thousand.
/ 3-Month cash flow forecast, such that projected
consolidated cash and cash equivalents shall not fall below
EUR 3,000 thousand during the forecast period tested on
a monthly basis.
There are no indications that the Group would have
difficulties complying with the covenants when they will be
next tested.
As of March 2026, the Facility has been repaid and the
group is no longer subject to these requirements. A new
facility was established with the following conditions.
/ A EUR 16 million pari passu facility (Maturing 31 December
2027), carrying interest terms (EURIBOR plus margins of
7.25%) in line with the Company’s existing bond terms
and ranking pari passu with the Company’s existing
bondholders and CF provider, covenants will be similar
to existing bond terms with the expectations to bring the
facility down to EUR 14 million by the end of July, and
/ A EUR 2 million unsecured facility (Maturing 30 April
2027), carrying interest on terms (EURIBOR plus margin of
10.25%) corresponding to the existing bond terms plus 3%
and no covenants requirements.
The Group has complied with the covenants throughout
the year. There are no indications that the Group would
have difficulties complying with the covenants when it will
be next tested as at the 31 March interim reporting date.
The bonds are listed on Nasdaq Stockholm and Frankfurt
Stock Exchange Open Market.
Credit facility
In 2024, the Group entered into a credit facility with
Citibank for a total amount of EUR 25 million with the
purpose to manage transitional cash flow requirements.
As of 31 December 2025, the carrying amount of the credit
facility amounted to EUR 19,856 thousand (2024: EUR 7,151
thousand). The credit facility carries a floating interest rate
based on 1 month EURIBOR plus a margin of 4.5 - 8.5%. The
facility matures in September 2026.
The Group was required to comply with the following
financial covenants at the end of each annual and interim
reporting period:
/ The Net Leverage Ratio shall not exceed 3.5x; and
/ The Interest Cover Ratio shall not be less than 3.00x.
When the financial covenants were tested in connection
with the interim financial report for Q2 2025 the Group
concluded that it did not comply with these covenants
but received a waiver from the lender. In accordance with
the waiver conditions the Group agreed on new terms
with Citibank in November 2025 which are aligned with
the Group’s strategic priorities. The key elements of the
revised terms included:
/ Reduced covenant providing flexibility until refinancing of
the credit facility (maturing in September 2026) and bonds
(maturing in December 2026).
/ Monthly repayments of principal amounts of €1,000
thousand per month.
The covenants for Q3 2025 were waived accordingly.
Until maturity, the Group shall according to the
renegotiated terms comply the revised financial covenants
as follows:
/ Net leverage ratio shall not exceed:
/ 3.50x at 31 December 2025
/ 3.00x at 31 March 2026
/ 2.75x from 1 April 2026 until termination date
/ Interest Cover ratio shall not be less than:
/ 3.00x at 31 December 2025
/ 3.50x at 31 March 2026
/ 4.00x at 30 June 2026
/ Minimum liquidity, such that the consolidated amount of
cash and cash equivalents at all times is not less than EUR
1,500 thousand in the period 1 January - 28 February 2026
and not less than EUR 2,000 thousand from 1 March 2026
until termination.
Bonds
In 2023 and 2024, the Group issued bonds with a
combined borrowing limit equivalent to EUR 100 million:
At the end of the year, the Group’s loans and borrowings
consist of the following:
Borrowings and interest
Note 5.2
The bond terms require the Group to comply with the
following financial covenant at the end of each annual and
interim reporting period:
/ The Net Leverage Ratio shall not exceed 4.0x
===== SIDA 60 =====
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60
Financial statements
Accounting policies
Borrowings comprising bonds issued, amounts
drawn under credit facilities and loans from
the parent company. Borrowings are initially
recognised at the fair value of proceeds
received, net of transaction costs incurred.
They are subsequently measured at amortised
cost.
Any difference between 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 a 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.
The Group’s accounting policies related to
lease liabilities are further described in note 3.3.
.
EUR ‘000 Carrying amount
1 January 2024 Cash flows
Non-cash
Carrying amount
31 December 2024New leases Acquisition
of companies
Other non-cash
movements
Borrowings, current and
non-current 77,717 20,908 - 30 7,093 105,7 48
Lease liabilities, current
and non-current 5,107 -2,808 527 283 93 3,202
Total liabilities from
financing activities 82,824 18,100 527 313 7,186 108,950
EUR ‘000 Carrying amount
1 January 2025 Cash flows
Non-cash
Carrying amount
31 December 2025New leases Acquisition
of companies
Other non-cash
movements
Borrowings, current and
non-current 105,7 48 13,000 - - -6,950 111,798
Lease liabilities, current
and non-current 3,202 -1,298 3,078 - -44 4,938
Total liabilities from
financing activities 108,950 11,702 3,078 - -6,994 116,736
EUR’000 2025 2024
restated
Other interest income 70 -
Total finance income 70 -
Interest expense on borrowings -10,7 40 -10,094
Interest expense on lease liabilities -372 -296
Notional interest on deferred consideration -1,124 -3,409
Other interest expense -216 -
Exchange loss/gain -1,056 930
Tax penalty -500 -
Total interest expenses on financial liabilities
not measured at fair value -14,008 -12,869
Finance costs, net -13,938 -12,869
Refinancing of existing borrowings
Gentoo Media currently has an outstanding corporate
bond of EUR 91.9 million maturing in December 2026. See
note 1.3 going concern.
Finance costs, net
Note 5.2 | Borrowings and interest
Changes in liabilities arising from financing activities
This section sets out an analysis of the movements in liabilities arising from financing activities for each of the periods
presented.
===== SIDA 61 =====
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61
Financial statements
Fair value measurement
Financial instruments that are remeasured at fair value
on a recurring basis, or for which fair value is disclosed,
are categorised into the following levels of the fair value
hierarchy:
/ Level 1: Observable market prices for identical
instruments (quoted prices in active markets).
/ Level 2: Valuation techniques primarily based on
observable prices or traded prices for comparable
instruments.
/ Level 3: Valuation techniques primarily based on non-
observable inputs.
As at 31 December 2025, the Group’s listed bonds,
denominated in EUR and SEK have a carrying amount
of EUR 91,943 thousand (2024: EUR 89,476 thousand).
The bonds are traded on Nasdaq Stockholm and have a
quoted price of EUR 60,202 thousand and SEK 351,150
thousand, totalling EUR 92,651 thousand (2024: EUR
92,800 thousand), which in the opinion of management
fairly presents the fair value of the bonds. The 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 and without significant
adjustments.
As the credit facility carries a floating interest rate and
matures in September 2026, and is thus of a short-term
nature, Management has assessed that its carrying amount
approximates its fair value.
For financial assets and liabilities of short-term nature,
such as trade receivables and trade payables, the
carrying amount approximates their fair value. Similarly,
as all outstanding deferred considerations are due within
12 months of 31 December 2025, the carrying amount
approximates the fair value.
Trade and other payables
Trade and other payables consist of:
Deferred consideration
Deferred considerations arising from acquisitions of
businesses and assets amount to EUR 4.251 thousand at
31 December 2025 (2024: EUR 34,108 thousand), of which
EUR 32,876 thousand has been paid during the year (2024:
EUR 17,167 thousand).
EUR’000 2025 2024 restated
Financial assets
Financial assets at amortised costs
Trade receivables 15,822 21,462
Cash and cash equivalents 3,279 11,286
Total 19,101 32,748
Financial liabilities
Financial liabilities at amortised costs
Trade payables and accruals 10,668 8,994
Borrowings, current and non-current 111,798 105,7 48
Lease liabilities, current and non-current 4,938 3,202
Deferred consideration 4,251 34,108
Total 131,655 152,052
Financial liabilities at fair value through profit & loss
Contingent consideration - 74 1
Total - 741
The carrying amount of financial instruments by category is specified as follows:
Financial assets and liabilities
Note 5.3
EUR’000 2025 2024
restated
Trade payables 6,569 6,425
Accruals 4,099 2,569
Other payables 1,415 5,441
Total 12,083 14,435
===== SIDA 62 =====
Gentoo Media | PLC Report 2025 | Section 5
62
Financial statements
Financial risk overview
The Group is exposed to a number of financial risks arising
from its operating and financing activities comprising of
foreign exchange risk, interest rate risk, liquidity risk and
credit risk. Such financial risks can have a material impact on
the consolidated financial statements of the Group.
The Group has not identified additional financial risk
exposures in 2025 compared to 2024.
The financial risks are to the extent possible managed
centrally for the Group. The Group provides principles for
overall risk management. Through the risk management
procedures, financial risks are monitored and reduced to an
acceptable level.
The Group did not make use of derivative financial
instruments to hedge risk exposures during the current or
preceding period.
On an ongoing basis, the Group considers whether
the financial risk management approach appropriately
addresses the risk exposure considering changes in the risk
picture.
Foreign exchange rate risk
The Group operates internationally and is exposed to foreign
exchange rate risk arising from various currency exposures.
However, sales and purchases are generally denominated
in the functional currency of the respective group entities.
Foreign exchange rate risk arises from recognised assets
and liabilities denominated in a currency that is not an entity’s
functional currency. As such, entities with net assets in
functional currencies other than EUR comprise a translation
risk that can impact the consolidated financial statements
rather than exposing the Group to a transactional foreign
exchange rate risk.
The Group’s exposure to foreign exchange rate risk is
primarily related to the SEK denominated bonds issued by
the Company.
The table below summarises the Group’s net exposure to
foreign exchange rate risk by currency that are most material.
The table further shows how profit or loss (before tax) is
impacted from a reasonably possible increase in the relevant
exchange rate against the EUR.
A similar decrease in the exchange rate would have a
corresponding impact on profit before tax.
The sensitivity analysis is based on the financial assets and
liabilities outstanding at the end of the reporting period.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash
flows of a financial instrument will
fluctuate because of changes in market interest rates.
As further described in note 5.2, the Group’s exposure to
interest rate risk is primarily related to borrowings comprising
the issued bonds and credit facility which carry floating
interest rates based on EURIBOR and STIBOR.
Although the interest rate in Europe generally have stabilised
over the recent years and market expectations are that these
interest rate levels will remain fairly constant, there is a risk that
the interest rates may increase.
Sensitivity analysis
The Group has prepared a sensitivity analysis showing how
profit or loss and equity would have been affected by a
reasonably possible change in the interest rates. Had the
interest rates increased by 100 bps, profit before tax would
have decreased by EUR 1,122 thousand (2024: increase of
100 bps would have decreased profit before tax by EUR 884
thousand).
The sensitivity analysis is based on the financial instruments
outstanding on the respective balance sheet dates and that
all other variables and exposures remain constant.
EUR ‘000 2025 2024
Exchange
rate
Sensitivity
(%)
Net
exposure
Impact
on profit
or loss
Net
exposure
Impact on
profit or
loss
USD to EUR 15.0 1,635 245 1,917 288
SEK to EUR 5.5 -32,718 -1,799 -30,527 -1,679
RSD to EUR 5.0 -4,253 -213 3,487 1 74
NOK to EUR 5.0 -47 -2 -1,804 -90
GBP to EUR 5.0 770 38 2,152 108
Financial risks
Note 5.4
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Financial statements
Liquidity risk
The Group is exposed to liquidity risk in relation to meeting
future obligations associated with its financial liabilities, which
comprise principally trade and other payables, borrowings as
well as lease payments.
Prudent liquidity risk management includes maintaining
sufficient cash to ensure the availability of an adequate
amount of funding to meet the Group’s obligations as they
fall due. Management monitors liquidity risk by reviewing
expected cash flows and assesses whether additional
credit 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.
Details about the Group’s borrowings are provided in note
5.2.
The table below analyses the maturity profile of the financial
liabilities of the Group based on contractual undiscounted
cash flows.
* The maturity analysis excludes non-financial instruments such as public
debt, staff payables etc.
The maturity analysis is based on the following
assumptions:
/ The amounts disclosed in the table are the contractual
undiscounted cash flows (including interest payments).
Balances due within 12 months equal their carrying
amounts as the impact of discounting is not significant.
/ Interest payments on borrowings with variable interest
rates are based on current interest rates applicable at the
end of the respective reporting periods.
/ Payments for lease liabilities include only lease
agreements which have commenced before the end of
the reporting period. The amounts disclosed for the lease
liabilities include cash flows relating to extension options if
they have been included in the lease term, and therefore in
the measurement of the lease liability.
The Group’s bonds and credit facility matures in
2026. Further information regarding refinancing and
Management’s going concern assessment is provided in
note 1.3.
EUR’000 Less than
1 year
Between 1 and
2 years
Between 2 and
5 years
More than 5
years
Total
cash flows
Carrying
amount
2024
Trade and other payables* 8,994 - - - 8,994 8,994
Borrowings, current and non-current 25,854 99,129 - - 124,983 105,7 48
Lease liabilities 1,644 1,583 2,77 4 72 6,073 3,202
Deferred consideration 34,195 1,025 - - 35,220 34,108
Contingent consideration 7 41 - - - 7 41 7 41
Total 71,428 101,737 2,774 72 176,011 152,793
EUR’000 Less than
1 year
Between 1 and
2 years
Between 2 and
5 years
More than 5
years
Total
cash flows
Carrying
amount
2025
Trade and other payables* 10,668 - - - 10,668 10,668
Borrowings, current 119,218 - - - 119,218 111,798
Lease liabilities, current and non-current 1,513 1,182 2,487 1,001 6,183 4,938
Deferred consideration, current and non-current 4,251 - - - 4,251 4,251
Total 135,650 1,182 2,487 1,001 140,320 131,655
Note 5.4 | Financial risks
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Credit risk
Credit risk is the risk of a financial loss to the Group, if a
counterparty to a financial instrument fails to meet its
contractual obligations.
The Group’s exposure to credit risk arises primarily from
trade receivables and deposits made with banks and other
intermediaries. At 31 December 2025, the total credit risk
exposure amounted to EUR 21,248 thousand (2024: EUR
35,553 thousand) as specified below::
The credit risk is governed by the Group’s credit risk policy.
In relation to the credit risk related to deposits with banks and
other intermediaries (cash and cash equivalents), the Group
only uses financial counterparties possessing a satisfactory
long-term credit rating from an internationally recognised
agency. The following table provides information regarding
the aggregated credit risk exposure, for deposits with bank
and financial institutions or intermediaries with external credit
ratings at the end of the year:
Credit risk exposure
The Group’s exposure to credit risk from trade receivables is
described on note 4.1.
EUR’000 2025 2024
AAA+ to AA- 22 32
A+ to A- 2,185 4,455
BBB+ to BBB- 203 4,299
Below BBB- or not rated 869 2,500
Total 3,279 11,286
EUR’000 2025 2024 restated
Trade receivables (note 4.1) 17,969 24,267
Cash and cash equivalents 3,279 11,286
Total 21,248 35,553
Note 5.4 | Financial risks
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Other notes
Section 6
66 Note 6.1 / Related parties
66 Note 6.2 / Fees to statutory auditors
66 Note 6.3 / Contingent liabilities, pledges, and securities
67 Note 6.4 / Events after reporting period
67 Note 6.5 / List of group entities
68 Note 6.6 / Statutory information
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Financial statements
Related parties
The Group’s parent company is Gentoo Media Inc., which
is also the ultimate controlling party, and has its shares
traded on Nasdaq Stockholm.
The Group’s related parties include all companies forming
part of the Gentoo Media Inc. group, the shareholders, and
other companies controlled or significantly influenced by
the shareholders are considered to be related parties.
Key management personnel are also considered related
parties.
Group’s related party transactions and balances
The Group received a capital contribution of EUR 11,648
thousand from its parent company during the year 2025.
As a result, loans from the Group’s parent company
amounts to nil as at 31 December 2025 (2024: 9,122
thousand).
In 2024, The Group received a capital contribution of EUR
13,336 thousand from its parent company.
Information about the remuneration to key management
personnel is provided in note 2.4.
Apart from contracts of employment, including share-
based incentive programmes, no agreements or further
transactions have been entered into with these parties.
Before the spin-off on 30 September 2024, an investment
was made in a new incorporated subsidiary of EUR 10
million, which was incorporated in preparation for the spin-
off of the Group’s Platform & Sportsbook segment. The
Group had temporary control over this subsidiary which
was spun off as part of the new Group.
As part of the spin off, GIG Central was transferred to GIG
Software PLC, and the respective Company had payment
plans in relation to VAT and Social Security of previous
years, and based on an agreement entered into with the
Group, Gentoo has to settle 50% of such dues, which
amount to EUR 2.5 million. During 2024, Gentoo paid EUR 1
million, with the remainder being payable in 2025.
Note 6.1
Contingent liabilities,
pledges, and securities
Note 6.3
Fees to statutory auditors
Note 6.2
EUR’000 2025 2024
Fees related to statutory audit 318 459
Fees for tax advisory services 20 10
Assurance engagements 37 139
Other assistance 8 83
Total audit fees 383 691
Litigations
The Group is not part of any ongoing cases which are deemed to be of a material nature.
From time to time, the Group is involved in litigation brought by previous employees or
other persons. As of today, the Group and its legal counsel believe that these claims are
without merit. For pledges refer to Note 5.1.
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Financial statements
Entities Country 2025 (%) 2024 (%)
AskGamblers doo Serbia 100.0 100.0
AskGamblers Limited Malta 100.0 100.0
BE Marketing Limited Malta 80.0 80.0
Digital World Ltd Malta 100.0 100.0
GiG Norway AS Norway 100.0 100.0
Innovation Labs Limited Malta 100.0 100.0
KaFe Rocks Ltd Malta 100.0 100.0
KaFe Rocks USA LLC United States 100.0 100.0
Rebel Penguin ApS Denmark 100.0 100.0
SIA GiG Riga Latvia 100.0 100.0
Time2Play Media Ltd Malta 87.0 70.3
Titan Inc. Limited United Kingdom 100.0 100.0
Innovation Labs Limited Spain Spain 100.0 -
Innovation Labs Limited Brazil Brazil 100.0 -
The consolidated financial statements of the Group
include the following subsidiaries for continued operations:
Unless otherwise stated, they have share capital consisting
solely of ordinary shares that are held directly by the group,
and the proportion of ownership interests held equals the
voting rights held by the group.
List of group entities
Note 6.5
See note 1.3 going concern. Otherwise, no subsequent
events of material significance have occurred.
Events after reporting period
Note 6.4
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Gentoo Media p.l.c. is a limited liability company and is
incorporated in Malta, having a registered office at @Quad
Central, Q4 Level 14, Triq L-Esportatur, Birkirkara CBD
1040, Malta.
Gentoo Media 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.
Statutory information
Note 6.6
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Parent company financial statements
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Financial statements | Back to FS content
Statement of comprehensive income for
the year ended 31 December
EUR’000 Notes 2025 2024 restated
Impairment losses - - 59,994
Other operating expenses 3 - 37 4 - 222
Operating loss before depreciation and amortisation (EBITDA) - 374 - 60,216
Other income 3 845 43
Operating profit/loss (EBIT) 471 - 60,173
Finance costs, net 4 - 8,549 - 8,133
Unrealised exchange loss on the bond - 1,835 - 962
Loss before income taxes - 9,913 - 69,268
Income tax - -
Loss for the year - 9,913 - 69,268
Total comprehensive income - 9,913 - 69,268
Parent company financial statements
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EUR ‘000 Notes 2025 2024 restated
Equity
Share capital 8 14,638 14,638
Share premium 2,304 2,304
Capital reserves 8 79,016 67,368
Accumulated deficit - 221,845 - 211,932
Total equity - 125,887 - 127,622
Liabilities
Non-current liabilities
Borrowings 9 - 89,477
Total non-current liabilities - 89,477
Current liabilities
Borrowings 9 111,789 18,932
Trade and other payables 12 50,271 55,359
Current income tax liabilities 40 40
Total current liabilities 162,100 74,331
Total liabilities 162,100 163,808
Total equity and liabilities 36,213 36,186
EUR ‘000 Notes 2025 2024 restated
Assets
Non-current assets
Investment in subsidiaries 6 33,701 33,701
Total non-current assets 33,701 33,701
Current assets
Trade and other receivables 7 2,510 2,261
Cash and cash equivalents 2 224
Total current assets 2,512 2,485
Total assets 36,213 36,186
Statement of financial position
as of 31 December
Parent company financial statements
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Parent company financial statements
EUR’000 Notes Share capital Share premium Capital reserves Merger reserves Accumulated deficit Total equity
2025
Equity at 1 January 2025 as reported 14,638 2,304 67,368 - - 211,860 - 127,550
Correction of error (net of tax) 1 - - - - - 72 - 72
Equity at 1 January 2025 restated 14,638 2,304 67,368 - - 211,932 - 127,622
Loss for the year - - - - - 9,913 - 9,913
Total comprehensive income/(loss) for the year - - - - 9,913 - 9,913
Transactions with owners:
Capital contribution from parent company 13 - - 11,648 - - 11,648
Total transaction with owners - - 11,648 - - 11,648
Equity at 31 December 2025 14,638 2,304 79,016 - - 221,845 - 125,887
Statement of changes in equity,
for the year ended 31 December 2025
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Parent company financial statements
EUR’000 Notes Share capital Share premium Capital reserves Merger reserves Accumulated deficit Total equity
2024
Equity at 1 January 2024 50 2,304 129,572 5,887 - 142,664 - 4,851
Loss for the year - - - - - 69,268 - 69,268
Total comprehensive income/(loss) for the year - - - - 69,268 - 69,268
Transactions with owners:
Issue of share capital 8 115,000 - - 115,000 - - -
Reduction in share capital 8 - 100,412 - 100,412 - - -
Capital contribution arising on acquisition of subsidiary 8 - - 2,496 - - 2,496
Transfers within equity - - 5,887 - 5,887 - -
Distributions 8 - - - 55,999 - - - 55,999
Total transaction with owners 14,588 - - 62,204 - 5,887 - - 53,503
Equity at 31 December 2024 14,638 2,304 67,368 - - 211,932 - 127,622
Statement of changes in equity,
for the year ended 31 December 2024
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EUR’000 Notes 2025 2024
Cash flow from operating activities
Operating profit/loss 471 - 60,173
Provision for impairment of investments in subsidiaries - 59,994
Changes in working capital - 5,494 - 11,564
Adjustments for non-cash items 2,200 -
Net cash flows from operating activities - 2,823 - 11,743
Cash flow from investing activities
Acquisition of subsidiaries/ deferred considerations - - 11,000
Net cash flows from investing activities - - 11,000
Cash flow from financing activities
Loan repayment 9 - 5,158 579
Proceeds from borrowings 9 18,000 22,204
Interests paid 9 - 10,241 - 9,334
Net cash flows from financing activities 2,601 13,449
Net movement in cash and cash equivalents - 222 - 9,294
Cash and cash equivalents at beginning of year 224 9,518
Cash and cash equivalents at end of period 2 224
Cash and cash equivalents at end of the period in the statement of financial position 2 224
Statement of cash flows for the year
ended 31 December
Parent company financial statements
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Financial statements
The financial statements of Gentoo Media p.l.c. for 2025
have been prepared in accordance with International
Financial Reporting Standards (“IFRS Accounting
Standards”) as adopted by the European Union (“EU”) and
the requirements of the Maltese Companies Act (Cap.
386).
The financial statements are presented in EUR, which is
also the Company’s functional currency. All amounts have
been rounded to the nearest thousand (EUR’000), unless
otherwise stated.
Material accounting policies
With the exception of the items described below, the
accounting policies applied in the preparation of the
separate financial statements of Gentoo Media p.l.c.
are identical to the Group’s accounting policies, which
are described in the notes to the consolidated financial
statements.
The accounting policies are consistent with those
applied in the previous period, except for the changes to
accounting standards that were effective from 1 January
2025 and were endorsed by the EU. These changes have
not had a material impact on the financial statements.
Investments in subsidiaries
Investments in subsidiaries are measured at cost, which
comprises consideration transferred measured at fair
value and directly attributable transaction costs.
Where the recoverable amount is lower than the cost,
the investment is written down to this lower value. An
impairment loss is reversed if there has been a change in
the estimates used to determine the recoverable amount,
but only to the extent that the recoverable amount does
not exceed the original cost.
Dividends from subsidiaries are recognised in the income
statement when declared.
On disposal of an investment, the difference between
the net disposal proceeds and the carrying amount
recognised in the income statement.
Receivables from subsidiaries
Receivables from subsidiaries are initially recognised at fair
value and are subsequently measured at amortised cost.
Interest income from these financial assets is included in
finance income using the effective interest rate method. A
loss allowance is recognised for 12-month expected credit
losses, where there has not been a significant increase in
credit risk since initial recognition.
Critical accounting estimates and judgements
Significant accounting estimates and judgements relating
to the applied accounting policies for Gentoo Media
p.l.c. are the same as for the Group to the extent of similar
accounting items. The specific risk for Gentoo Media p.l.c.
is primarily related to investment in subsidiaries.
Investments in subsidiaries
If there is identification of impairment, an impairment
test is performed as described in the accounting policies
in note 3.2 to the consolidated financial statements.
The assessment of whether there is an indication of
impairment is based on both external and internal sources
of information such as performance of the subsidiary.
New accounting policies and regulation
New accounting regulations are described in note 1.5 to
the consolidated financial statements.
Going concern
Management’s assessment of the Company’s ability to
continue as a going concern, is described in note 1.3 to
the consolidated financial statements. The Company
expects to meet its obligations primarily by the Group’s
projected quarterly cash generation (refer to note 1.3 of
the consolidated financial statements). As a result, the
directors do not believe that any material uncertainty exists
that could impact the going concern basis of preparation
of these financial statements.
Correction of material error
As detailed in note 1.6 to the consolidated financial
statements, Management discovered material errors
related to the 2024 financials.
Of these errors, EUR 72 thousand is related to the
Company regarding interest expenses that was
erroneously omitted from the 2024 financial statements.
Thus, financial expenses for 2024 has been increased
by this amount, thus restated to EUR 8,864 thousand.
There is a similar impact on profit for the year and equity. A
corresponding adjustment has been made to borrowings,
which has been restated to EUR 18,933 thousand.
The statement of cash flows is restated accordingly to
reflect the corrections. However, all changes were related
to items within cash flows from operating activities. Thus,
total cash flows from operating, investing and financing
activities were not affected.
Basis of reporting
Note 1
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Financial statements
Other income and
expenses
Note 3
There are no employees in the Company.
Other income consists of EUR 845 thousand (2024: nil) relates to a declared dividend
from the Norwegian subsidiary.
Other operating expenses amounts to EUR 37 4 thousand (2024: 222 thousand), primarily
consists of professional and consultancy costs EUR 293 thousand (2024: 222 thousand).
Fees related to statutory audit for the Company are assumed by another subsidiary within
the Group.
The notional interest on related party balances relates to outstanding intercompany receivables and
payables, on which interest is accrued at a rate of 6.525%, calculated as 3-month EURIBOR plus the credit
facility base rate.
Employee costs
Note 2
EUR’000 2025 2024
Fees related to statutory audit - 35
Fees for tax advisory services 5 -
Total audit fees 5 35
EUR’000 2025 2024 restated
Interest income 55 165
Notional interest income on related party balances 3,148 -
Total finance income 3,203 165
Interest expense on borrowings - 10,7 40 - 10,164
Exchange differences - 1,866
Notional interest expense on related party balances - 948 -
Other interest expense - 64 -
Total interest expenses on financial instruments not
measured at fair value - 11,752 - 8,298
Total finance expenses, net - 8,549 - 8,133
Finance costs, net
Note 4
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Effective tax rate
Income tax
Note 5
Investments in subsidiaries
Note 6
EUR’000 2025 2024
Cost at 1 January 33,701 135,394
Additions - 15,859
Disposals - - 1,559
Disposals through distribution of the Platform & Sportsbook segment - - 55,999
Impairment of investment - - 59,994
Cost at 31 December 33,701 33,701
Impairment for the year - -
Carrying amount 33,701 33,701
The Company’s only direct subsidiary is Innovation Labs
Limited. A complete list of all subsidiaries is provided in
note 6.5 to the consolidated financial statements.
Disposals in 2024 related to the spin-off of the Platform &
Sportsbook segment. Prior to the disposal, an impairment
loss of EUR 55,994 thousand was recognised in 2024
related to the investments in subsidiaries belonging to
this segment, whereby their carrying amount was reduced
to be equal to the post-spin-off market capitalization of
this segment once it started trading as a separate group.
Accordingly, the recoverable amount was EUR 55,999
thousand.
In 2024, 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.
Impairment assessment at year-end
As at 31 December 2025, there is no indication of possible
impairment of investment in subsidiaries. Management
considers that the impairment assessment is not sensitive
due to the level of headroom between the carrying amount
of the intangible assets and the respective value-in-use
(2024: no impairment).
EUR’000 2025 2024 restated
Profit from continuing operations before tax - 9,913 - 69,268
Profit from discontinuing operations before tax - -
Calculated tax at domestic tax rates - 3,469 - 24,219
Tax effect of:
Disallowed expenses 3,469 24,219
Movement in unrecognised deferred tax assets - -
Income tax expense, reported - -
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Financial statements
At the end of the year, the Company’s trade and other
receivables consist of the following:
Amounts due from subsidiaries carry an interest of 6.526%
and are repayable on demand.
Trade and other receivables
Note 7
EUR’000 2025 2024
Amounts due from subsidiaries 2,481 2,178
Other receivables - 27
Prepayments 29 56
Total 2,510 2,261
Share and capital structure
Note 8
Share capital
Further information about the Company’s share capital and
related rights is provided in note 5.1 to the consolidated
financial statements.
Share premium comprises amounts above the nominal
share capital paid by shareholders when shares are issued
by the Company.
Capital and merger reserves
Details about the nature of the capital and merger reserves
are provided in note 5.1 to the consolidated financial
statements.
Movements in the capital reserves related to the Company
are specified as follows:
Capital management
For the purpose of the parent company’s capital management, reference is made to the consolidated financial
statement note 5.1. In 2024, EUR 2,496 thousand in relation to the earn-out payment to KaFe Rocks Ltd were recorded as
a contribution to the Company. 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 Company elected to transfer all amounts within merger reserve to the capital contribution
reserve so that as far as practicable, all the Company’s other equity balances are presented within a single component of
equity.
EUR '000 Capital contribution
reserve
Advances for shares
to be issued Total capital reserve Merger reserve
Balance at 1 January 2025 67,368 - 67,368 -
Capital contribution received from the
parent company 11,648 - 11,648 -
Balance at 31 December 2025 79,016 - 79,016 -
EUR '000 Capital contribution
reserve
Advances for shares
to be issued Total capital reserve Merger reserve
Balance at 1 January 2024 129,061 511 129,572 5,887
Capital contribution received from the
parent company 2,496 - 2,496 -
Issue of shares - 115,000 - - 115,000 -
Cancellation of shares 100,412 - 100,412 -
Reclassifications within equity 6,398 - 511 5,887 - 5,887
Distributions - 55,999 - - 55,999 -
Balance at 31 December 2024 67,368 - 67,368 -
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