FULLTEXT DEL 2 AV 2
Årsredovisning 2025
Gentoo Media | PLC Report 2025 | Section 6 79 Financial statements Borrowings At the end of the year, the Company’s loans and borrowings consist of the following: Further information about the Group’s borrowings is provided in note 5.2 to the consolidated financial statements. Financial risk management Financial risks of the parent company are handled within the risk management processes and framework of the Group. The objectives, policies, and processes for measuring and managing the exposure to financial risks are described in note 5.4 to the consolidated financial statements. The risks specific to the parent company are described below. Foreign exchange rate risk The Company is primarily exposed to foreign exchange risk with respect to SEK arising on the bond in issuance. The table below summarises the Company’s exposure to foreign exchange rate risk. The table further shows how profit or loss (before tax) is impacted from a reasonably possible increase in the SEK exchange against the EUR. Interest rate risk The Company’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. The Company 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. . Liquidity risk Liquidity risk results from the Company’s potential inability or difficulty in meeting the contractual obligations associated with its financial liabilities due to insufficient liquidity. Gentoo Media p.l.c. is a holding company and its primary assets consist of shares in the group’s subsidiaries and receivables from companies within the Group. The Company has no revenue-generating activities of its own; thus, cash flows and ability to service its indebtedness and other obligations will depend primarily on the operating performance and financial condition of its operating subsidiaries and related cash receipts. The table below analyses the maturity profile of the financial liabilities of the Company based on contractual undiscounted cash flows. 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. Credit risk The parent company has no revenue-generating activities and therefore no trade receivables. Consequently, the parent company’s exposure to credit risk is primarily related to receivables from subsidiaries. At 31 December 2025, the total credit risk exposure amounted to EUR 2,512 thousand (2024: EUR 2,485 thousand), of which EUR 2,481 thousand relates to receivables from subsidiaries (2024: EUR 2,178 thousand). Credit risk is not considered material, as the receivables are due from a subsidiary within the Group. Management expects the balances to be settled within a reasonable timeframe, and the amounts are repayable on demand. Accordingly, the risk of non-collection is assessed as low. Financial instruments and risk management Note 9 EUR '000 2025 2024 restated Bonds 91,933 89,476 Credit facility 19,856 7,127 Loan from parent company - 11,806 Total loans and borrowings 111,789 108,409 Borrowings, non-current - 89,476 Borrowings, current 111,789 18,933 EUR '000 2025 2024 Exchange rate Sensitivity (%) Net exposure Impact on profit or loss Net exposure Impact on profit or loss SEK to EUR 5.5 -32,718 -1,799 -30,535 -1,679 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* 55,359 - - - 55,359 55,359 Borrowings, current and non-current 16,466 91,943 - - 108,409 108,409 Total 71,825 91,943 - - 163,768 163,768 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* 50,271 - - - 50,271 50,271 Borrowings, current and non-current 111,789 - - - 111,789 111,789 Total 162,060 - - - 162,060 162,060 * The maturity analysis excludes non-financial instruments such as public debt, staff payables etc. ===== SIDA 80 ===== Gentoo Media | PLC Report 2025 | Section 6 80 Financial statements The carrying amount of financial instruments by category is specified as follows: Fair value information about the listed bonds are provided in note 5.3 to the consolidated financial statements. For other financial assets and liabilities the fair value approximates their carrying amount. Movements in liabilities arising from financing activities for each of the periods presented are specified as follows: Financial assets and liabilities Changes in liabilities arising from financing activities Note 10 Note 11 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: Bonds 7 4,552 15,204 - - - 280 89,476 Loan from parent company 14,752 579 - - - 3,524 11,806 Credit facility - 7,000 - - 127 7,127 Total liabilities from financing activities 89,304 22,782 - - - 3,677 108,409 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: Bonds 89,476 2,527 - - - 70 91,933 Loan from parent company 11,806 - - - - 11,806 - Credit facility 7,127 13,000 - - - 271 19,856 Total liabilities from financing activities 108,409 15,527 - - - 12,147 111,789 Financial assets and liabilities EUR’000 2025 2024 restated Financial assets Financial assets at amortised costs Receivables from subsidiaries 2,481 2,178 Other receivables 29 83 Cash and cash equivalents 2 224 Total 2,512 2,485 Financial liabilities Financial liabilities at amortised costs Borrowings, current and non-current 111,789 108,409 Payables to subsidiaries 50,130 53,587 Other payables 141 1,773 Total 162,060 163,768 ===== SIDA 81 ===== Gentoo Media | PLC Report 2025 | Section 6 81 Financial statements Trade and other payables consist of: In addition to the description in note 6.1 to the consolidated financial statements of related parties and transactions with these, related parties of the Company comprise Gentoo Media p.l.c.’s subsidiaries. During 2025, the Company received a capital contribution of EUR 11,648 thousand from its parent company (see note 6.1 to the consolidated financial statements). The Company recognised finance income of EUR 2,200 thousand from notional interest on related party balances and other income of EUR 845 thousand (2024: nil) relating to a dividend declared by a Norwegian subsidiary. Litigations Gentoo Media p.l.c. is not part of any ongoing cases which are deemed to be of a material nature. From time to time, the company is involved in litigation brought by previous employees or other persons. As of today, the Company and its legal counsel believe that these claims are without merit. See note 6.4 to the consolidated financial statements. Trade and other payables Contingent liabilities Note 12 Related party transactions Note 13 Note 14 Events after reporting period Note 15 EUR’000 2025 2024 Outstanding balances with parent company: Loan from parent company - 11,806 Outstanding balances with subsidiaries: Receivables from subsidiaries 2,481 2,178 Payables to subsidiaries 50,130 53,587 EUR’000 2025 2024 Trade payables 36 - Amounts due to subsidiaries 50,130 53,587 Accruals 105 - Other payables - 1,772 Total 50,271 55,359 Included within amounts due to subsidiaries, is a payable of EUR 7 4,870 thousand net of a receivable of EUR 43,393 thousand to the same counterparty, the balances are shown net as the settlement is expected to be on a net basis, however the receivable portion is subject to interest of 6.526% whilst the payable portion is interest free. The net balance is repayable on demand. All other amounts due to subsidiaries carry interest of 6.526% and are repayable on demand. ===== SIDA 82 ===== Gentoo Media | PLC Report 2025 Management commentary | Back to content 82 83 Statement by the Directors 84 Glossary 85 Company infomation Assurance statements and glossary ===== SIDA 83 ===== Gentoo Media | PLC Report 2025 | Parent company 83 Financial statements | Back to FS content Jonas Warrer Director Directors 30 April 2026 The Board of Directors and the Executive Management has of 30th of April considered and adopted the annual report of Gentoo Media p.l.c. for the financial year 1 January – 31 December 2025. The consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as adopted by the EU. In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the Group’s and the parent company’s assets, liabilities and financial position at 31 December 2025, and of the results of the Group’s and the parent company’s operations and the consolidated cash flows for the financial year 1 January – 31 December 2025. In our opinion, the management’s commentary represents a true and fair account of the development in the Group’s and the parent company’s operations and financial circumstances, of the results for the year and of the financial position of the Group and the parent company as well as a description of the most significant risks and elements of uncertainty facing the Group and the parent company. In our opinion, the sustainability summary included in the management’s commentary represents a reasonable, fair, and balanced representation of the Group’s sustainability performance and is prepared in accordance with the stated accounting policies. In our opinion, the annual report of Gentoo Media p.l.c. for the financial year 1 January – 31 December 2025 is prepared, in all material respects, in compliance with the ESEF Regulation. We recommend that the annual report is adopted at the annual general meeting. Statement by the Directors Giuseppe Muscat Director ===== SIDA 84 ===== Gentoo Media | PLC Report 2025 Financial statements 84 List of abbreviations and definitions AI: Artificial intelligence B2B: Business-to-Business B2C: Business-to-Customer BI: Business intelligence CLV: Customer Lifetime Value CMS: Content Management System CRM: Customer Relationship Management CSR: Corporate Social Responsibility EBITDA before special items: Earnings before interest, tax, depreciation, amortisation and special items (equivalent to operating profit before depreciation, amortisation, impairment, and special items) EGR: eGaming Review - B2B publisher and membership networking group for the online gaming and gambling industry ESG: Environment, Social, Governance EU: European Union FTD: First-time-Depositors GDPR: EU’s General Data Protection Regulation GiG: Gaming Innovation Group Inc. IFRS: International Financial Reporting Standards IR: Investor Relations M&A: Mergers and acquisitions NFRD: EU’s Non-Financial Reporting Directive Platform & Sportsbook: The entity that was a part of Gaming Innovation Group with Gentoo Media, now known as GiG Software The parent: Parent company of Gentoo Media Inc. PPC: Pay per click QMAR: Quality Mark Responsible Affiliates SEO: Search engine optimisation The Company: Gentoo Media p.l.c. The Group: Gentoo Media Inc. Glossary ===== SIDA 85 ===== 85 Gentoo Media | PLC Report 2025 Norwich Valencia St. Julian’s Belgrade Copenhagen The Quad (Headquarters) @Quad Central, Q4 Level 14 Triq L-Esportaturi Birkirkara CBD 1040, Malta Valencia @46015 València Av. de les Corts Valencianes, 58, 5th floor Pobles de l’Oest Spain Norwich The Union Building, 51-59 Rose Lane Norwich, Norfolk England Copenhagen @Rebel Penguin Nannasgade 28 2200 Copenhagen N Denmark Belgrade @Airport City, Rose Building Omladinskih Brigada 90V 11070 New Belgrade Serbia Company information ===== SIDA 86 ===== Gentoo Media | PLC Report 2025 Management commentary | Back to content 86 Independent Auditor’s Report ===== SIDA 87 ===== Gentoo Media | PLC Report 2025 Financial statements 87 To the Shareholders of Gentoo Media p.l.c. Report on the audit of the financial statements Our opinion • The Group financial statements and the Parent Company financial statements (the “financial statements”) of Gentoo Media p.l.c. give a true and fair view of the Group and the Parent Company’s financial position as at 31 December 2025, and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (‘IFRSs’) as adopted by the EU; and • The financial statements have been prepared in accordance with the requirements of the Maltese Companies Act (Cap. 386). Our opinion is consistent with our additional report to the Board of Directors. What we have audited Gentoo Media p.l.c.’s financial statements comprise: • the Consolidated statement of comprehensive income for the year ended 31 December 2025; • the Consolidation statement of financial position as at 31 December 2025; • the Consolidated statement of changes in equity for the year then ended; • the Consolidated statement of cash flows for the year then ended; • the notes to the Consolidated financial statements, comprising material accounting policy information and other explanatory information; • the Parent Company statement of comprehensive income for the year ended 31 December 2025; • the Parent Company statement of financial position as at 31 December 2025; • the Parent Company statement of changes in equity for the year then ended; • the Parent Company statement of cash flows for the year the ended; and • the notes to the Parent Company financial statements, comprising material accounting policy information and other explanatory information. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Group and the Parent Company in accordance with the ethical requirements of the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) that are relevant to audits of financial statements of an EU Public Interest Entity in Malta and the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) as applicable to audits of financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with these Codes. To the best of our knowledge and belief, we declare that non-audit services that we have provided to the parent company and its subsidiaries are in accordance with the applicable law and regulations in Malta and that we have not provided non-audit services that are prohibited under Article 18A of the Accountancy Profession Act (Cap. 281). The non-audit services that we have provided to the parent company and its subsidiaries, in the period from 1 January 2025 to 31 December 2025, are disclosed in note 6.2 to the consolidated financial statements and note 3 to the Parent Company financial statements. Independent auditor’s report ===== SIDA 88 ===== Gentoo Media | PLC Report 2025 Financial statements 88 Our audit approach Overview Overall group materiality: €789,000, which represents 0.8% of revenue PwC Malta is the Group auditor with responsibility for the direction, supervision and review of planning, execution and completion of the audit. The Group auditor performed oversight procedures on the work of component auditors where a combination of full scope audits and specified audit procedures on certain account balances were performed. • Financing arrangements of the Group and Parent Company • Effectiveness of internal controls at Group level • Impairment assessment of goodwill and other intangible assets held by the Group As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we considered where the directors made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud. Independent auditor’s report ===== SIDA 89 ===== Gentoo Media | PLC Report 2025 Financial statements 89 Materiality The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall group materiality for the financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Independent auditor’s report Overall group materiality €789,000 How we determined it 0.8% of revenue Rationale for the materiality benchmark applied We chose revenue as the benchmark because, in our view, it is a key financial metric used in assessing the performance of the Group and is a generally accepted benchmark. We chose 0.8% based on our professional judgement noting that it is also within the range of commonly accepted revenue related thresholds. We agreed with the Board of Directors that we would report to them misstatements identified during our audit above €78,900 as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons. ===== SIDA 90 ===== Gentoo Media | PLC Report 2025 Financial statements 90 Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Independent auditor’s report Key audit matter How our audit adressed the key audit matter Financing arrangements of the Group and Parent Company As at 31 December 2025, the Group’s current liabilities exceeded current assets by €133.0 million (2024: €54.8 million). The working capital deficiency as at the year-end is primarily driven by the maturity of the listed bond of €91.9 million in December 2026, as well as the maturity of the revolving credit facility (“RCF”) of €19.9 million in September 2026. In January 2026, the Group had initiated a refinancing process to secure funding of approxi- mately €120 million covering both the bond and the existing RCF. While the process attracted interest from existing and new investors for an amount of approximately €120 million, manage- ment and the Board did not consider the terms offered to be satisfactory, and on this basis chose to postpone the bond refinancing process to later in 2026. In March 2026, the Group secured new shareholder loan facilities totalling €18 million, which proceeds were used to fully refinance the Group’s existing RCF. In the coming months, it is the intention of management and those charged with governance to consider alternative avenues for refinancing the bond on terms that are deemed to be more favourable to the Group. The Parent Company expects to meet its obligations primarily by the Group’s projected quar- terly cash generation. Having considered expectation for performance and cash generation in the coming quarters, informal discussions on refinancing possibilities and other alternatives, those charged with governance concluded that there are no factors that give rise to material uncertainty that may cast significant doubt about the Group’s and Parent Company’s ability to continue as a going concern. We identified this key audit matter due to the magnitude of the refinancing and management’s judgement in their conclusion that there is no material uncertainty. Refer to Note 1.3 (Basis of Preparation - Going concern) and Note 5.2 (Borrowings and interest) to the consolidated financial statements. Our audit procedures on management’s assessment of going concern included: - Enquiring on management’s cash-flow forecasts duly approved by the Board of Di- rectors. Extensive discussions in this regard also took place with those charged with governance; - Analysing the key assumptions related to the main drivers included in the cash-flow forecast to 31 December 2026, including sensitivity analysis on the Group’s interest cover and net leverage ratio; - Sighting correspondence between the Group and the investment brokers expressing interest from market participants in connection with the planned refinancing for a total volume of approximately €120 million; - Viewing loan agreements in relation to the Group’s new shareholder loan facilities obtained in March 2026 which loan facilities were subsequently used to extinguish the Group’s RCF; - Comparing actuals for Q1 2026 (unaudited revenue and adjusted EBITDA) to the guid- ance provided to the market by Gentoo Media Inc., the parent company; and - Evaluating the adequacy and appropriateness of the related disclosures in the Group’s financial statements. After considering the balance of evidence, we consider management’s assumptions, including the judgement that there are no factors that give rise to material uncertainty, to be consistent with the evidence obtained. ===== SIDA 91 ===== Gentoo Media | PLC Report 2025 Financial statements 91 Independent auditor’s report Key audit matter How our audit adressed the key audit matter Effectiveness of internal controls at Group level In 2023 and 2024, the Group made a number of acquisitions. In September 2024, the split dividing the Group into two independently listed companies was completed. This also resulted in significant changes to the management team. These factors contributed to gaps in control measures especially in the area of acquisition accounting and the related revenue. In 2025, the executive management team and those charged with governance performed a comprehensive review of the Group’s financial reporting process with a focus on revenue as well as controls as they relate to acquisitions. This resulted in a number of errors which when ag- gregated led to a restatement of the Group’s comparative information for 2024. Due to its nature, this resulted in this matter being identified as an area of focus. Refer to Note 1.6 (Correction of material error) of the consolidated financial statements As a result of the increased audit risk, we performed additional audit procedures designed to identify and mitigate the related risks and incorporated a greater emphasis on substantive testing of these areas. Procedures included: - We obtained updates on deficiencies in internal control reported to those charged with governance in the previous year. In doing so, we evaluated the outcome and de- gree of formal assessments undertaken by the executive management team and those charged with governance in relation to the respective areas; and - We substantively audited the correction of material errors adjusted for in the year to 31 December 2025 in relation to the comparative period. This involved, among others, performing extended audit procedures over further credit notes issued by the Group subsequent to the finalisation of the 2024 financial statements and ensuring that the impact of errors previously identified were correctly captured within the restatement. Control deficiencies continue to be formally communicated to those charged with gov- ernance and no other uncorrected material errors requiring adjustment were identified based on the procedures carried out, and the evidence obtained. ===== SIDA 92 ===== Gentoo Media | PLC Report 2025 Financial statements 92 Independent auditor’s report Key audit matter How our audit adressed the key audit matter Impairment assessment of goodwill and other intangible assets IAS 36 ‘Impairment of Assets’ requires that Goodwill and other intangible assets are subject to an impairment review at least annually, or more frequently when there is evidence of a trigger event. IAS 36 also requires a number of specific disclosures in respect of the impairment assessment. The Group tests whether goodwill and other intangible assets are impaired on an annual basis. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows, referred to as a cash generating unit (“CGU”). The Group has two CGUs: ‘Paid’ and ‘Publishing’ operating segments. The Group has goodwill of €34.0 million and €51.4 million of other intangible assets across the two cash-generating units. When performing the annual impairment review of goodwill and oth- er intangible assets as at 31 December 2025, management determined that the goodwill and other intangible assets were fully recoverable. The underlying forecast cash flows, and the supporting assumptions, reflect significant judge- ments as these are affected by future market or economic conditions, changes to laws and regulations as well as management’s success in achieving growth targets. The estimation of future cash flows and the level to which they are discounted is inherently uncertain and requires judgement. Judgement is also applied in the assessment of useful lives of intangible assets that are amor- tised over a defined period. During the year, management have changed the useful life of do- mains from a definite to an indefinite useful life. The cost to renew domains is relatively low. This together with the Group’s commitment to continue managing these domains means that there is an expectation that future economic benefits from these intangible assets will continue to flow to the Group over an indeterminable period. The extent of judgement, and the magnitude of goodwill and other intangible assets resulted in this matter being identified as an area of audit focus. Refer to Notes 3.1 (Intangible assets) and 3.2 (Impairment test) of the consolidated financial statements. We obtained the annual impairment assessments per CGU performed by management. A key component of our work was to consider the budgets and cash flow forecasts prepared by management, as outlined below. This was supplemented by specific procedures on the key assumptions used. We agreed the 2026 budget in the impairment models to the latest Board approved budgets. For the remaining periods covered by the models we evaluated the assumptions (including growth rates, EBITDA margins and discount rates) in the forecasts and considered the evidence available to determine whether the forecasts were reasonable and supportable. We, together with our valuation experts, determined that the application of the key assumptions was considered to be reasonable. Due to the significant headroom between the reported intangible assets of €85.4 million and the respective value-in-use calculations, sensitivities were not deemed necessary. As part of our work, we assessed the accuracy of management’s historic forecasting ability when considering the assumptions used within the value-in-use model. We assessed the appropriateness of the disclosures as required by IAS 36 in respect of the goodwill and other intangible assets and considered these to be reasonable. We assessed the change of useful life of domains from a definite to an indefinite period. In doing so, we assessed the revenue multiples by domain and compared such multiples with industry averages. Based on the work performed, we found the assessment of the recoverable amount of goodwill and other intangible assets as well as the change in useful life of domains to be consistent with the explanations and evidence obtained. ===== SIDA 93 ===== Gentoo Media | PLC Report 2025 Financial statements 93 Independent auditor’s report How we tailored our group audit scope We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates. The Group includes a number of subsidiaries, mainly operating in Malta, Denmark and Serbia. The consolidated financial statements are a consolidation of all of these components. We therefore assessed what audit work was necessary in each of these components, based on their financial significance to the financial statements and our assessment of risk and Group materiality. At the component level, we performed a combination of full scope audits and specified audit procedures on certain account balances in order to achieve the desired level of audit evidence. In establishing the overall audit approach to the Group audit, we determined the type of work that needed to be performed by us, as the Group auditor, or by component auditors. For the work performed by component auditors operating under our instructions, we determined the level of involvement we needed to have in the audit work at those locations to be satisfied that sufficient audit evidence had been obtained for the purposes of our opinion. We kept in regular communication with component auditors throughout the year with phone calls, discussions and written instructions and review of working papers where appropriate. We ensured that our involvement in the work of the component auditors, together with the additional procedures performed at the Group level, were sufficient to allow us to conclude on our opinion on the Group financial statements as a whole. The Group auditor performed all of this work by applying the overall Group materiality, together with additional procedures performed on the consolidation. This gave us sufficient appropriate audit evidence for our opinion on the Group financial statements as a whole. Other information The directors are responsible for the other information. The other information comprises the Directors’ report, Statement by the Directors, Glossary, and Company information (but does not include the financial statements and our auditor’s report thereon). Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon except as explicitly stated within the Report on other legal and regulatory requirements. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the financial statements The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRSs as adopted by the EU and the requirements of the Maltese Companies Act (Cap. 386), and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. ===== SIDA 94 ===== Gentoo Media | PLC Report 2025 Financial statements 94 Independent auditor’s report Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Parent Company’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s or the Parent Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group or the Parent Company to cease to continue as a going concern • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions andevents in a manner that achieves fair presentation. • Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. ===== SIDA 95 ===== Gentoo Media | PLC Report 2025 Financial statements 95 Independent auditor’s report Report on other legal and regulatory requirements Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Chapter 16 Section 4a of the Swedish Securities Market Act We have undertaken a reasonable assurance engagement in accordance with the requirements of ISAE 3000 (Revised), Assurance engagements other than audits or reviews of historical financial information on the Annual Report of Gentoo Media p.l.c. for the year ended 31 December 2025, entirely prepared in a single electronic reporting format. Responsibilities of the directors The directors are responsible for the preparation of the Annual Report, including the consolidated financial statements and the relevant mark-up requirements therein, by reference to Chapter 16 Section 4a of the Swedish Securities Market Act, in accordance with the requirements of the ESEF RTS. Our responsibilities Our responsibility is to obtain reasonable assurance about whether the Annual Report, including the consolidated financial statements and the relevant electronic tagging therein, complies in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ISAE 3000. Our procedures included: • Obtaining an understanding of the entity’s financial reporting process, including the preparation of the Annual Report, in accordance with the requirements of the ESEF RTS. • Obtaining the Annual Report and performing validations to determine whether the Annual Report has been prepared in accordance with the requirements of the technical specifications of the ESEF RTS. • Examining the information in the Annual Report to determine whether all the required taggings therein have been applied and whether, in all material respects, they are in accordance with the requirements of the ESEF RTS. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the Annual Report for the year ended 31 December 2025 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS. ===== SIDA 96 ===== Gentoo Media | PLC Report 2025 Financial statements 96 Independent auditor’s report Other reporting requirements The Annual Report 2025 contains other areas required by legislation or regulation on which we are required to report. The Directors are responsible for these other areas. The table sets out these areas presented within the Annual Financial Report, our related responsibilities and reporting, in addition to our responsibilities and reporting reflected in the Other information section of our report. Except as outlined in the table, we have not provided an audit opinion or any form of assurance. Area of the Annual Report 2025 and the related Directors’ responsibilities Our responsibilities Our reporting Directors’ report The Maltese Companies Act (Cap. 386) requires the di- rectors to prepare a Directors’ report, which includes the contents required by Article 177 of the Act and the Sixth Schedule to the Act. We are required to consider whether the information given in the Directors’ report for the financial year for which the finan- cial statements are prepared is consistent with the financial statements. We are also required to express an opinion as to whether the Directors’ report has been prepared in accordance with the applicable legal requirements. In addition, we are required to state whether, in the light of the knowledge and understanding of the Company and its environment obtained in the course of our audit, we have identified any material misstatements in the Directors’ report, and if so to give an indication of the nature of any such mis- statements. Other matters on which we are required to report by exception We also have responsibilities under the Maltese Companies Act (Cap. 386) to report to you if, in our opinion: • adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us. • the financial statements are not in agreement with the accounting records and returns. • we have not received all the information and explanations which, to the best of our knowledge and belief, we require for our audit. In our opinion: • the information given in the Directors’ report for the finan- cial year for which the financial statements are prepared is consistent with the financial statements; and • the Directors’ report has been prepared in accordance with the Maltese Companies Act (Cap. 386). We have nothing to report to you in respect of the other re- sponsibilities, as explicitly stated within the Other information section. We have nothing to report to you in respect of these respon- sibilities ===== SIDA 97 ===== Gentoo Media | PLC Report 2025 Financial statements 97 Independent auditor’s report Other matter - use of this report Our report, including the opinions, has been prepared for and only for the Parent Company’s shareholders as a body in accordance with Article 179 of the Maltese Companies Act (Cap. 386) and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior written consent. Appointment We were first appointed as auditors of the Company on 23 November 2015. Our appointment has been renewed annually by shareholder resolution representing a total period of uninterrupted engagement appointment of 11 years. The Company became listed on a regulated market on 20 December 2024. Ian Curmi Principal For and on behalf of PricewaterhouseCoopers 78, Mill Street Zone 5, Central Business District Qormi Malta 30 April 2026