REG - B90 Holdings PLC - Final Results
07/05/2025 07:00
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RNS Number : 5716H B90 Holdings PLC 07 May 2025
Strictly embargoed until: 07.00, 7 May 2025
B90 HOLDINGS PLC
("B90" the "Company" or "Group")
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2024
Full year of EBITDA profitability driven by successful B2B transition
B90 Holdings plc (AIM: B90), an online marketing company for the gaming
industry, specialising in customer acquisition, is pleased to announce its
audited Final Results for the year ended 31 December 2024 ("FY 2024").
Ronny Breivik, Executive Chairman of B90 Holdings plc, commented:
"This has been a transformational year for B90, with the Group achieving key
operational milestones and establishing a solid foundation for sustainable
growth. We are extremely proud of the team's hard work in successfully
navigating our shift to a B2B model, implementing disciplined cost management,
and developing innovating marketing strategies, all of which have driven
continuous profitability throughout the year."
Operational Highlights
* Partnership Growth: Secured over 200 B2B partnerships with major industry
players, strengthening market reach.
* Operations: Improved the performance of flagship brands, Ossen.nu and
Bet90.com, expanding their global footprint and unlocking new revenue streams.
Successfully finalised an Oddsen.nu marketing agreement, generating €200,000
in additional revenue with further upside potential.
* Marketing Optimisation: Transitioned to more targeted campaigns, focusing on
customer retention strategies, leveraging data analytics to refine engagement
and reduce acquisition costs.
* Streamlined Costs: Maintained disciplined diligent cost control measures,
significantly reducing overheads and increasing EBITDA profitability.
Financial Highlights
* Revenue Growth: Revenue increased by 16.4% to €3.52 million (2023: €3.02
million), driven by improved monetisation of affiliate marketing partnerships
and expansion of key brands.
* EBITDA: Maintained positive EBITDA in every month of FY 2024, resulting in a
full-year positive EBITDA of €0.7 million, compared to an EBITDA loss of
€3.3 million in 2023.
* Cost Efficiency: Total administrative expenses reduced by 31.6% year-on-year
o Salary expense decreased 32.6% year-on-year, and
o Other administrative expenses decreased 73% year-on-year reflecting the
benefits of the B2B-focused operational model.
Commenting on current trading and outlook Ronny Breivik, Executive Chairman,
added:
"Our streamlined operations, strengthened management team, and growing
portfolio of major partnerships gives us confidence in our ability to drive
further growth and deliver long-term shareholder value."
"The continued move to a B2B-focused model in the latter half of 2024 has
played a crucial role in enhancing our EBITDA profitability. By fully
outsourcing legacy operations to a white-label solution, we have markedly
decreased operational costs and optimised resources for performance
marketing."
"With further organic growth expected in 2025, driven by our streamlined
operational approach and innovative marketing strategies, customer acquisition
remains a key focus. Our growing base of partnerships, including some major
brands, will be key to this."
"Our ability to adapt and innovate in a competitive landscape, combined with
disciplined financial management, ensures that we are well-positioned for
sustainable growth and long-term shareholder value."
-Ends-
The 2024 Annual Report is being sent to shareholders shortly and will be made
available on the Company's website at: www.b90holdings.com
(http://www.b90holdings.com/)
For further information please contact:
B90 Holdings plc +44 (0)1624 605 764
Ronny Breivik, Executive Chairman
Marcel Noordeloos, Finance Director
Strand Hanson Limited (Nominated Adviser) +44 (0)20 7409 3494
James Harris / Richard Johnson / Rob Patrick
Zeus (Broker) +44 (0)20 3829 5000
Louisa Waddell / Simon Johnson
Rosewood (Financial PR & IR) +44 (0)20 7653 8702
John West / Llew Angus / Lily Pearce
Strategic Report
CHAIR'S STATEMENT
Introduction
I am pleased to present B90 Holdings plc's (AIM: B90) annual report for the
year ended 31 December 2024. This has been a transformational year for the
Company, with the successful and seamless execution of our shift to a fully
focused business-to-business (B2B) model. Our transition from a
business-to-consumer (B2C) operator to a specialist digital marketing and lead
generation company has positioned us for sustainable profitability and
long-term growth.
Our disciplined approach to cost control, strategic investments, operational
efficiency and an established B2B model has resulted in a remarkable
turnaround for the Company. We have delivered positive EBITDA in each month of
2024, a significant milestone in our journey. This financial success reflects
the effectiveness of our new strategy and underscores the strength of our
leadership team, operational model, and market positioning. I would like to
thank the whole team, who have worked tirelessly to make this happen.
Financial Highlights
Our much improved financial performance in 2024 reflects disciplined
execution, operational efficiencies, and growth initiatives, resulting in
improved profitability, a strengthened balance sheet, and sustained revenue
expansion.
* Successful business transition: Successfully navigated the Group's shift to a
streamlined, high-margin business focused on marketing-led customer
acquisition.
* Revenue Growth: Revenue increased by 16.4% year-on-year, reaching €3.52
million (2023: €3.02 million), reflecting improved monetization of affiliate
marketing partnerships and the expansion of key brands.
* Net Loss Reduction: The Group significantly reduced its net loss, after an
impairment charge for Spinbookie of €1.4 million, to €1.7 million, a
substantial improvement from €5.5 million in the prior year.
* EBITDA Profitability: The Company maintained a positive EBITDA for each month
of 2024, generating a full-year EBITDA of €0.7 million, compared to an
EBITDA loss of €3.3 million in 2023.
* Improved Cost Structure: Total administrative expenses reduced by 31.6%
year-on-year, reflecting effective cost control measures and the
efficiencies gained from the B2B transition.
* Reduction of liabilities: The Company's working capital position improved,
with current liabilities reduced from €2.3 million as at 31 December 2023 to
€1.3 million as at 31 December 2024, which contributed to a decrease in
year-end cash reserves to €0.36 million (31 December 2023: €0.83 million).
Operating Highlights
Our transformation in 2024 was driven by a series of well-executed
initiatives:
* Shift to B2B Model: We completed our progression away from direct-to-consumer
gaming operations, outsourcing our online sportsbook and casino operations to
a white-label solution. This move has allowed us to focus exclusively on
digital marketing and affiliate services, leveraging our expertise to drive
high-quality customer acquisition for our partners.
* Expansion of B2B Partnerships: We established over 200 commercial partnerships
with major industry players. These relationships enhance our market presence
and reinforce our ability to deliver value to key stakeholders.
* Profitable Growth from Core Operations: We significantly enhanced the
performance of our flagship brands, Oddsen.nu and Bet90.com, solidifying our
reputation as a trusted marketing partner in the gaming sector. Oddsen.nu's
global expansion has opened new revenue opportunities, particularly through
fixed listing fee marketing agreements generating €200,000 in additional
revenue, with additional upside potential.
* Optimised Marketing Strategy: We have shifted towards more targeted campaigns
and customer retention strategies, leveraging data analytics to
refine engagement and reduce acquisition costs.
* Cost Optimisation and Efficiency Gains: Our streamlined operations have
significantly reduced overheads, increasing
profitability without compromising growth.
Operating Review
Throughout 2024, B90 has successfully navigated its shift to a streamlined,
high-margin business focused on marketing-led customer acquisition. This
operational realignment has allowed us to leverage our expertise in digital
performance marketing while reducing the myriad complexities and risks
associated with operating gaming platforms directly. We have continued to
invest in digital marketing infrastructure, refining data analytics and user
engagement tools to optimise conversion rates for our partners.
The outsourcing of sportsbook and casino functions has significantly reduced
operating costs, enabling us to redirect resources toward high-growth
marketing initiatives. At the same time, our acquisition of Emwys AB in July
2023, a well-established affiliate company in the European market, has
strengthened our capabilities and unlocked valuable cross-selling
opportunities, including in German-speaking regions. Together, these moves
have reinforced our EBITDA profitability and positioned us for long-term
scalability.
Financial Review
B90 delivered an improved financial performance in 2024, once again
underscoring the success of our restructuring efforts and focus on B2B
operations. Revenue increased by 16.4% year-on-year, reaching €3.52 million
compared to €3.03 million in 2023, reflecting the improved monetisation of
affiliate marketing partnerships and the expansion of key brands.
The Company maintained positive EBITDA for all 12 months of 2024, generating a
full-year EBITDA of €0.7 million, a marked improvement from an EBITDA loss
of €3.3 million in 2023. The Group also significantly reduced its net loss
to €1.7 million (after an impairment charge of €1.4 million on the
Spinbookie asset), a significant improvement from a net loss of €5.47
million in the prior year.
2024 2023
Net Loss (1,701,414) (5,470,603)
Amortisation & Depreciation 763,932 606,475
Impairments 1,398,107 315,611
Stock option expense 219,769 402,384
Interest and other finance expense - 887,716
Tax (14,083) (4,462)
EBITDA 666,311 (3,262,879)
Total administrative expenses were reduced by 49.6% year-on-year, reflecting
effective cost control measures and the efficiencies gained from the B2B
transition.
Our strengthened balance sheet highlights a reduction in current liabilities
from €2.28 million at as 31 December 2023 to €1.31 million as at 31
December 2024, while cash reserves stood at €0.36 million at the year end.
The Company's improved financial performance is a direct result of disciplined
cost management, strategic partnerships, and enhanced revenue generation
capabilities.
Current Trading and Outlook
As we move through 2025, we remain committed to building on 2024's solid
foundations.
The continued move to a B2B-focused model in the latter half of 2024 has
played a crucial role in enhancing our EBITDA profitability. By fully
outsourcing legacy operations to a white-label solution, we have markedly
decreased operational costs and optimised resources for performance marketing.
This has allowed us to drive higher efficiency while maintaining strong
revenue growth.
With further organic growth expected in 2025, driven by our streamlined
operational approach and innovative marketing strategies, customer acquisition
remains a key focus. Our growing base of partnerships, including some major
brands, will be key to this.
Our ability to adapt and innovate in a competitive landscape, combined with
disciplined financial management, ensures that we are well-positioned for
sustainable growth and long-term shareholder value.
Ronny Breivik
Executive Chairman
B90 Holdings plc
Directors' Report
The Directors present the Company's report and consolidated financial
statements for the year ended 31 December 2024.
Principal activities and review of the business
B90 Holdings plc is the parent company of a group focused on online marketing
for operators in the iGaming industry, specialising in customer acquisition
for online sports betting and online casinos games. It is using its wholly
owned websites such as Oddsen.nu, Bet90 and Tippen4you to provide visitors
quality content, a forum and player offers and opportunities. Furthermore, the
Company is providing Pay-per-click marketing for its customers, driving
traffic and new players to their platforms.
Results and dividends
The Group's results for the year, after taxation, amounted to a loss of €1.7
million (2023: loss of €5.5 million). As a result of this, the Directors are
proposing not to pay a dividend for the year ended 31 December 2024 (2023:
nil).
Future developments
Future developments are discussed in the Strategic Report.
Financial Risk Management
The Board is responsible for setting the objectives and underlying principles
of financial risk management for the Group. The Board establishes the
detailed policies such as authority levels, oversight responsibilities, risk
identification and measurement and exposure limits.
Capital risk management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for
shareholders.
Liquidity risk
Liquidity risk exists where the Group might encounter difficulties in meeting
its financial obligations as they become due. The Group monitors its
liquidity in order to ensure that sufficient liquid resources are available to
allow it to meet its obligations.
Large wins by customers
Inherent to the business is that there is a risk that a few players and
customers might win significant amounts of money during the same period thus
reducing the earnings of the Group, in particular in regard to its outsourced
B2C partner which has a higher concentration of VIP players. In respect of
the marketing activities for sportsbook partners, negative net commission
revenues in any period could be carried forward and netted off against
positive net commission revenues in future periods on which commission might
otherwise be payable to the Group. Whilst the Group would not have to cover
any gaming or gambling losses in the existing marketing agreements, the
percentage of earnings retained by the Group might be greatly reduced as a
result of this.
Gaming or gambling losses within the Group's white label operations would need
to be covered by the Group as and when they occur. In the case of a large win
by a customer, the Group would need to move funds from its current account to
the accounts that cover the liability to customers, which would immediately
negatively impact the Group's working capital and its earnings for the period.
Currency risk
The Group operates mainly in Euro's as are its customers. Some payments are in
foreign currencies, like the GBP. Due to the current size of the Group, it
does not actively hedge the foreign exposure on its trading cashflows. It
monitors exposures to individual currencies, taking remediating actions as
necessary to manage any significant risks as they arise.
Interest rate risk
The Group's exposure to upside interest rate risk is limited. The Company has
no limited interest bearing liabilities on the statement of financial
position. Therefore, the Directors do not consider the impact of possible
interest rate changes based on current market conditions to be material to the
net result for the year or the equity position as at 31 December 2024.
Credit risk
The Group's credit risk is primarily attributable to trade receivables.
* Receivables: Customers, being third party sportsbook and casino operators. The
Group generates commission revenues via its affiliate marketing operations.
Commissions invoiced are payable within a month after the month invoiced.
* Cash and Cash equivalents: Payment service providers (PSPs). PSPs are
third-party companies that facilitate deposits and withdrawals of funds to and
from customers' virtual wallets with the Group. These are mainly
intermediaries that transact on behalf of credit card companies.
The Group considers that its customers used in the current businesses are of
good credit quality and there is a low level of potential bad debt as at
year-end.
Regulatory risk
Regulatory, legislative and fiscal regimes for betting and gaming in key
markets can change, sometimes even at short notice. In most cases this applies
only to the operators, not to the marketing partners. However, such changes
could have an adverse effect on the Group's operations and additional costs
might be incurred in order to comply with any new laws or regulations in
various jurisdictions.
The Group closely monitors regulatory, legislative and fiscal developments in
key markets allowing the Group to assess, adapt and takes the necessary action
where appropriate. Management takes external advice, which incorporates risk
evaluation of individual territories. Regulatory updates are provided to the
Board when changes are announced.
Whilst changing regulatory and tax regimes can offer opportunities to the
Group as well as posing risks, a significant adverse change in jurisdictions
in which the Group operates could have a significant impact on the Groups
future profitability and cash generation.
Going concern
During 2024, as a result of the Group's strategic turn-around, it has
increased its revenues by 16.4% to €3.5 million and reported a positive
EBITDA for every month during 2024, resulting in a full year EBITDA of €0.7
million.
As at 31 December 2024, the Group shows total current liabilities of €1.3
million (31 December 2023: €2.3 million) and a negative working capital
position of €0.2 million (31 December 2023: negative working capital
position of €1.0 million). Due to the repayment overdue trade and other
payables as included in the consolidated statement of financial position as at
31 December 2023, the cash flow used in operations, after cash flow from
working capital, was €0.5 million (2023: cash flow used € 4.0 million).
Whilst the Directors believe that its current strategy will show a further
increase in revenues, profitability and therefore cash flow, there is no
guarantee that this will lead the Group to become cash flow positive during
2025 and thus ensure sufficient cash is available to meet its liabilities as
they fall due in the foreseeable future being at least the next 12 months from
the date of signing these financial statements.
The nature of the Group's business means that month on month results might
fluctuate. Although Q1 results were slightly below on management expectations
the Directors believe the Group will meet the full year expectations. However,
should revenue not be in line with management expectations, the Group will
first reduce marketing spend and will save cash on overhead expenses, for
example on salaries. When the results after these savings would be not be in
line with these expectations going forward, the Group's ability to meet its
liabilities may be impacted, in which case the Group may need to raise further
funding. In the event that further funds are needed, whilst the directors are
confident of being able to raise such funding if required, there is no
certainty that such funding will be available and/or the terms of such
funding. These conditions are necessarily considered to represent a material
uncertainty which may cast significant doubt over the Group's ability to
continue as a going concern.
Whilst acknowledging this uncertainty, the Directors remain confident that the
current strategy will allow the Group to expand its operations and generate a
positive operational cash flow within a reasonable time or, if needed, be able
to raise additional funding when required; therefore, the Directors consider
it appropriate to prepare the financial statements on a going concern basis.
The financial statements do not include the adjustments that would result if
the Group was unable to continue as a going concern.
Subsequent events
No material events occurred after the year end.
Director's interests
The following Directors held shares and share options as at 31 December 2024:
Number of shares held Number of options Exercise Date of grant Vesting period
Price (£) of options of options
Ronny Breivik 30,967,780* 3,000,000 0.130 1 October 2021 1-4 years
Ronny Breivik - 3,000,000 0.062 18 April 2023 1-4 years
Marcel Noordeloos 3,659,954 2,100,000 0.050 17 March 2021 1-4 years
Marcel Noordeloos - 3,000,000 0.130 1 October 2021 1-4 years
Marcel Noordeloos - 3,000,000 0.062 18 April 2023 1-4 years
Mark Rosman 23,419,019 3,000,000 0.130 1 October 2021 1-4 years
Martin Fleisje - 750,000 0.062 18 April 2023 1-4 years
Andrew McIver 250,000 750,000 0.050 27 October 2023 1-4 years
*This includes a 34.65% ownership by Ronny Breivik in Performance Media Ltd, a
company that owns 31,084,450 shares in the Company plus the shares held by
Entercreation Ltd, a company that owns 8,600,000 shares in the Company, a
company wholly owned by Ronny Breivik.
All options expire on the 5(th) anniversary of grant.
Directors who served during the year
Appointed Resigned
Ronny Breivik 7 November 2022 -
Mark Rosman 19 March 2014 -
Marcel Noordeloos 30 June 2016 -
Martin Fleisje 7 November 2022 -
Andrew McIver 14 August 2023 -
The details of the Directors' remuneration have been included within note 5 on
page 38 of this annual report.
Directors' responsibilities
The Directors are responsible for preparing the annual report and the
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to keep reliable accounting records which
allow financial statements to be prepared. In addition, the Directors have
elected to prepare group financial statements in accordance with International
financial reporting standards (''IFRS") as adopted by the European Union. The
financial statements are required to give a true and fair view of the state of
affairs of the Group and of the profit or loss of the Group for that year. In
preparing these financial statements, the Directors are required to:
* select suitable accounting policies and then apply them consistently;
* make judgments and accounting estimates that are reasonable and prudent;
* state whether applicable IFRSs have been followed, subject to any material
departures disclosed and explained in the financial statements; and
* prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's transactions and disclose with
reasonable accuracy at any time the financial position of the Group and
prepare financial statements. They are also responsible for safeguarding the
assets of the Group and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are also responsible for ensuring that they meet their
responsibilities under the AIM Rules.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the company's website.
Legislation in the Isle of Man governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
In so far as each of the Directors is aware:
● there is no relevant audit information of which the
Group's auditors are unaware; and
● the Directors have taken all steps that they ought to
have taken to make themselves aware of any relevant audit information and
to establish that the auditor is aware of that information.
Significant shareholders
As at the date of this report, the Company is aware of the following
shareholdings of 3% or more of the Company's issued share capital:
Name Ordinary shares % of total issued share capital
Winforton Investments Ltd 85,520,000 19.5%
P. Westerterp 37,842,240 8.6%
Performance Media SIA 28,784,449 6.6%
(34.65% owned by R. Breivik)
Diman BV 25,178,432 5.7%
H.M. Hansen 23,907,004 5.4%
M. Rosman 23,419,019 5.3%
Dowgate Group ltd 22,025,000 5.0%
Ronny Breivik 20,197,047 4.6% (7.0% including shares owned via Performance Media SIA)
Auditors
The auditors of the Group are S&W Partners Audit Limited (formerly named
CLA Evelyn Partners Limited), Chartered Accountants, who were reappointed at
the 2024 Annual General Meeting and will be proposed to be reappointed at the
2025 Annual General Meeting.
Principal risks and uncertainties
The Board evaluates the operational risks facing the Group on an ongoing basis
to monitor for changes in risks and risk impact and to set guidelines for risk
mitigation. The most significant risks identified by the Board are listed
below.
Gambling laws and regulations are constantly evolving and increasing
The regulatory framework of online gaming is dynamic and complex. Change in
the regulatory regime in a specific jurisdiction can have a material adverse
effect on business volume and financial performance in that jurisdiction. A
number of jurisdictions have regulated online gaming, and in several of those
jurisdictions the Group's operating partner, either holds a licence or is
planning to obtain one, if the market is considered commercially viable.
However, in some cases, lack of clarity in the regulations, or conflicting
legislative and regulatory developments, mean that the partner may risk
failing to obtain an appropriate licence, having existing licences adversely
affected, or being subject to other regulatory sanctions, including internet
service providers blocking, blocking options to make deposits and
black-listing the partner.
The Group is managing this risk by consulting with legal advisers in various
jurisdictions where its services are marketed or which generate, or may
generate, significant revenue for the Group. Furthermore, the Group obtains
regular updates regarding changes in the law that may be applicable to its
operations, working with local counsel to assess the impact of any changes on
its operations. Furthermore, the Group's white labelled operation Spinbookie,
blocks players from certain "blocked jurisdictions" using multiple
technological methods as appropriate.
Reliance on VIP players
A large percentage of the commission-based revenue from the Group's marketing
activities in the sportsbook and casino vertical is generated by a small group
of high net worth players, described as "VIP Players". These are loyal
players that regularly deposit high amounts on the websites. These deposit
levels vary per country and are typically the top 5% of the players making
regular deposits. The Group knows these players and makes them feel valued, in
efforts to remain an active player. A VIP player (or also a non-VIP player)
can have large winnings, in either the sportsbook or the casino, in a certain
period, which can significantly impact the revenues on a monthly basis. A
loss of any of the VIP Players could significantly adversely affect the
Group's business, financial condition, results or future operations.
In respect of its white label sportsbook and casino brand, Spinbookie, any
large wins by VIP players could potentially lead to recording a loss in such
cases. The Group has Terms & Conditions in place to limit the daily win of
a single player to mitigate such a risk.
Imposition of additional gaming or other indirect taxes
Revenues earned from customers located in a particular jurisdiction may give
rise to further taxes in that jurisdiction. If additional taxes are levied,
this may have a material adverse effect on the amount of tax payable by the
Group. Further taxes may include value added tax (VAT) or other indirect
taxes. The Group may be subject to VAT or similar taxes on transactions, which
have previously been treated as exempt. The Group seeks to include
geographical diversity in its operations. In order to mitigate the risks that
arise, the Group actively identifies, evaluates, manages and monitors its tax
risks and the geographies in which it operates. The Group works with external
local tax advisers to assist them in this process.
Information Technology and Cyber risks
The Group uses third party service providers for its operations. The
third-party IT systems may be impacted by unauthorised access, cyber-attacks,
DDoS (Distributed Denial of Service) attacks, theft or misuse of data by
internal or external parties, or disrupted by increases in usage, human error,
natural hazards or disasters or other events. Cyber-attack and data theft
incidents may expose the Group to "ransom" demands and costs of repairing
physical and reputational damage. Failure of third-party IT systems,
infrastructure or telecommunications may cause significant cost and disruption
to the business and harm revenues. Lengthy down-time of the site (including in
transitioning to activated disaster recovery servers) could also cause the
Group to breach regulatory obligations.
Data protection risk
The Group and its third-party service providers processes personal customer
data, including sensitive data such as name, address, age, bank details and
gaming / betting history. Such data could be wrongfully accessed or used by
employees, customers, suppliers or third parties, or lost, disclosed or
improperly processed in breach of data protection regulations. In particular,
the European General Data Protection Regulation ("GDPR") entered into force in
May 2018, its equivalent in the UK ("UK GDPR"), having a significant effect on
the Group's privacy and data protection practices, as it introduced various
changes to how personal information should be collected, maintained, processed
and secured. Non-compliance with the GDPR or UK GDPR may result in fines of
the higher of €20 million or 4% of the Group's annual global turnover, and
the Group will be particularly exposed to enforcement action in light of the
amount of customer data it holds and processes. In addition, various countries
in the EU have introduced domestic data protection laws incorporating the GDPR
requirements. Moreover, the Group makes use of various tracking technologies
(such as cookies, SDKs, JavaScript and other forms of local storage), which
are subject to stricter standards of consent and transparency, both under the
GDPR and the e-Privacy Directive. The Group could also be subject to private
litigation and loss of customer goodwill and confidence.
Failure of systems and controls could expose the Group to regulatory risk
The technological solutions that our customers, the gambling operators, have
in place to block the access to services by customers located in certain
jurisdictions may fail. Operators often block access to their products to
players located in certain jurisdictions. There is no guarantee that the
technical restrictions which the operators implement will be effective, which
could place such operators in breach of the relevant laws and regulations
and/or in breach of specific licences they hold, which would also have a
detrimental effect on the financial position of such operators and,
potentially, the Group.
The Group must continue to innovate in order to compete
The Group must offer and develop new features and perform regular system
updates that will continue to attract a broad range of users in order to
continue generating traffic to customers' websites. If the Group is unable to
adapt its technology or its offering to consumers to ensure that it continues
to generate significant volumes of traffic to customers, its revenue and
profitability could be significantly reduced which would negatively impact
upon the Group's financial performance. The Group uses business intelligence
tools in order to track the flow of traffic to customers and analyses its
quality and conversion into revenue using these tools to improve return on
investment. Any inability of the Group to access these tools, for whatever
reason, could have a material impact on the Group's ability to analyse its
business which could have an adverse effect on the financial position of the
Group.
Search engine algorithm updates could result in de-ranking of websites which
may have an adverse impact on the Group's operations
The Group relies on search engines, such as Google, which use specific
algorithms that decide a website's ranking to determine the discoverability of
the website and its content. At any time, Google reserves the right to update
its ranking algorithms and Terms of Service. Any material update to those
algorithms or any manual actions taken by search engine entities may damage
the ranking of the Group's websites in search results and its presence in
search-related products. This would materially disrupt traffic to one or more
of the Group's websites and decrease the amount of revenue generated. Any
delay in the Group making a full recovery, or if the Group was unable to fully
recover following such an update/manual action, it could have a material
adverse effect on the financial position of the Group
Reliance on third party monitoring tools
The Group relies on hosting providers, marketing support services,
communications carriers and other third parties for the day-to-day operation
of its business. Any failure by one or more of these third parties may
jeopardise the business and operations of the Group and may have a material
adverse impact on its financial performance.
Reliance on its customers having effective internal controls
The online gambling industry may be vulnerable to attack by customers through
fraud on the operators' websites. The Group is reliant on operators having
effective internal controls to prevent fraud as it derives the majority of its
revenue from fixed payments with operators (with a further element from
revenue share agreements) that would be adversely impacted by such activities.
Furthermore, such attempts, if not detected and stopped, could result in a
loss of confidence in the customer base of such operator websites and could
lead to customers leaving such operator's website in favour of a competitor,
which may not be an operator with whom the Group works. The Group cannot
ensure that operators' financial processes and reporting systems provide
reliable financial reports and effectively prevent fraud.
Corporate Governance Report
As an AIM-quoted company, B90 is required to apply a recognised corporate
governance code, demonstrating how the Group complies with such corporate
governance code and where it departs from it.
The Board of Directors of the Company ("Directors" or "Board") have adopted
the QCA Corporate Governance Code (the "QCA Code"). The Board recognises the
principles of the QCA Code, which focus on the creation of medium to long-term
value for shareholders, without stifling the entrepreneurial spirit in which
small to medium sized companies, such as B90, have been created.
Application of the QCA Code
In the spirit of the QCA Code, it is the Board's job to ensure that the Group
is managed for the long-term benefit of all shareholders and other
stakeholders with effective and efficient decision-making. Corporate
governance is an important part of that job, reducing risk and adding value to
the Group. The Board will continue to monitor the governance framework of the
Group as it grows.
B90 is an online marketing and operating company that seeks to grow
shareholder value through organic growth and acquisitions.
The Board aims to achieve these objectives through the adoption of best
working practices and by leveraging its industry knowledge and expertise. We
believe that the senior management team as well as the Board, together with
their industry leading partners and networks, have the necessary capabilities
to achieve organic and external growth in the future.
In accordance with the AIM Rules, B90 applies (and in some cases departs from)
the QCA Code in the following way:
Principle 1 - Establish a strategy and business model which promote long-term
value for shareholders
B90 is an online performance marketing company in the iGaming sector that
seeks to grow shareholder value through organic growth and acquisitions, key
aspects of which are ensuring customer satisfaction on a B2B basis and
strengthening the B90 owned brands (see also page 6, Principal activities and
review of the business).
Principle 2 - Seek to understand and meet shareholder needs and expectations.
B90 has engaged in active dialogue with shareholders through regular
communication and the Company's Annual General Meeting and one-on-one
discussions. New information is released via the regulatory news service (RNS)
before anywhere else and the website is updated accordingly (see also page
3-5, Strategic report).
Principle 3 - Take into account wider stakeholder and social responsibilities
and their implications for long-term success
The Board recognises the importance of its wider stakeholders - employees,
contractors, suppliers, customers, regulators and advisors - to its long-term
success. The Board has established expectations that these key resources and
relationships are valued and monitored. In particular, the Group's business
model of outsourcing some its key activities requires reliable dialogue with
contractors to ensure the successful pursuit of its long-term strategic
objectives. Furthermore, the Board engages regularly with its corporate
advisers to ensure proactive communication regarding the Group's activities.
In doing so, the Group is able to take any feedback into account and adjust
its actions accordingly to ensure it stays focused on long-term performance.
The Board recognises that the Group operates within a competitive and fast
changing industry and strives to remain alert to developments in a wider
industry/society context.
Principle 4 - Embed effective risk management, considering both opportunities
and threats, throughout the organisation
B90 operates within a complex business environment and an industry that is
fundamentally driven by regulatory processes. The Board has set out its
understanding of the principal risks and uncertainties in this report (see
page 11) for details and going concern statement on page 7) and regularly
reviews its strategies for minimising any adverse impact to the Group or its
investors.
The Directors acknowledge their responsibility for the Group's system of
internal control, which is designed to ensure adherence to the Group's
policies whilst safeguarding the assets of the Group, in addition to ensuring
the completeness and accuracy of the accounting records. Responsibility for
implementing a system of internal financial control is delegated to the CFO.
The essential elements of the Group's internal financial control procedures
involve:
● Strategic business planning
The Board regularly reviews and discusses the Group's performance and
strategic objectives.
● Performance review
The Directors monitor the Group's performance through the preparation and
consideration of monthly management accounts, daily through KPIs and regular
reviews of its expenditure and projections. In addition, detailed financial
projections for each financial year are prepared and are subject to formal and
regular review against actual trading by the Board.
Principle 5 - Maintain the Board as a well-functioning, balanced team led by
the Chairman
The Board comprises of five Directors of which two are Executive and three are
Non-Executive, reflecting a blend of different experience and backgrounds.
Considering the shareholding of Mark Rosman, the Board considers, at this
moment, that Martin Fleisje and Andrew McIver are completely independent as
Directors in terms of the QCA guidelines. Accordingly, the composition of the
Board does currently satisfy the QCA recommendation that there are at least
two independent Non-Executive Directors on the Board.
The Board meets throughout the year and all major decisions are taken by the
Board as a whole. The Group's day-to-day operations are managed by the
Executive Directors. All Directors have access to the Group information and
any Director needing independent professional advice in the furtherance of
his/her duties may obtain this advice at the expense of the Group.
The role of the Chairman is to provide leadership of the Board and ensure its
effectiveness on all aspects of its remit to maintain control of the Group. In
addition, the Chairman is responsible for the implementation and practice of
sound corporate governance. The Executive Chairman, being actively involved in
the day-to-day operations of the Company, is well-positioned to provide strong
leadership and strategic direction. This facilitates agility in responding to
market dynamics and executing the Company's long-term vision and objectives.
Our Non-Executive directors are expected to devote as much time as is
necessary for the proper performance of their duties. Executive directors are
full-time employees or services providers and expected to devote as much time
as is necessary for the proper performance of their duties.
During 2024 the Board held twelve (12) formal meetings either in person or by
call, all of which were attended by all Directors. The Board also passed four
(4) unanimous written resolutions.
Principle 6 - Ensure that between them the directors have the necessary up
to-date experience, skills and capabilities
The Board considers its current composition to be appropriate and suitable
with the adequate and up-to-date experience, skills and capabilities to make
informed decisions. Each member of the Board brings a different set of skills,
expertise and experience, making the Board a diverse unit equipped with the
necessary set of skills required to create maximum value for the Group.
The Board is fully committed to ensuring its members have the right skills.
Members of the Board must be re-elected by the shareholders of the Company if
they have not been re-elected at the previous two annual general meetings in
accordance with the Company's Articles of Association, thereby providing
shareholders the ability to decide on the election of the Company's Board.
The biographical details of the Directors are:
Ronny Breivik (Executive Chairman)
Ronny (aged 51) has worked in online gaming since 1997 and launched the first
gaming portal in Norway. In the early 2000s, Ronny was involved in a
start-up, OddsAlive.com, which was subsequently sold to BetInternet in 2003.
From 2004 until 2006 Ronny worked with Sportingbet.com, while also taking on
the role of Product Manager for Bet24.com, which was later sold to the Modern
Times Group. While at Bet24.com, Ronny introduced live betting and online
poker to that company's product portfolio, creating and honing a profitable
business model for live betting and online poker. From 2006 until 2011, Ronny
was the CEO of M&B Poker Invest Ltd, which specialized in betting
affiliation. During this time, Ronny co-founded and was one of the pioneers
of the world's first 'rakeback' site, arguably disrupting the online poker
world.
Marcel Noordeloos (Chief Financial Officer):
Marcel (aged 56) was Group Finance Director at Playlogic International NV
between 2006 and 2009 before becoming Chief Financial Officer of Playlogic
Entertainment Inc (listed on Nasdaq in New York) in March 2009. Marcel became
Chief Financial Officer at B90 Holdings plc in January 2011. Marcel has held
several management positions with among others Nike (2002-2006) and PwC (1992
- 2001). Marcel holds an RA Degree (Registered Accountant) from the University
of Amsterdam.
Mark Rosman (Senior non-executive Director):
Mark (aged 58), Senior non-executive Director, has over 20 years of experience
advising on private equity investments and managing private equity portfolios.
Mark worked for Galladio Capital Management BV for eleven years and held the
role of Chief Operating Officer from 2006 until his departure in 2010. Since
leaving Galladio, Mark has serviced as Chief Executive Officer of The Nestegg
BV, a private equity management and advisory firm that advises high net worth
individuals on the structuring and management of investments. Mark is a law
graduate from VU University Amsterdam and has an MBA from the Rotterdam School
of Management.
Martin Fleisje (Non-executive Director):
Martin (aged 44), Non-Executive Director, was previously chief financial
officer of Induct AS, a Norwegian software company. Prior to Induct AS, Martin
spent the majority of his career in wealth management and sales most recently
with Kraft Finans AS and Pioner Kapital AS, both based in Norway.
Andrew McIver (Non-executive Director):
Andrew (aged 61), Non-Executive Director, has long been involved with a host
of successful gaming businesses. For the last five years till June 2024, he
was Non-Executive Chairman of a leading Italian gambling company, Planet
Win/SKS365 Malta Ltd. From mid-2016 to early 2018, Andrew was Group Chief
Executive of Jackpotjoy plc, one of the world's largest online bingo companies
at the time, with an EBITDA of £100 million. From 2001-2006 he was CFO of
Sportingbet Plc, a pioneering sportsbetting company, followed by CEO from
2006-2013. Andrew has also been Director of Finance for House of Fraser plc
and held senior roles at British Telecom plc, Hilton Group plc and Signet
Group plc. He has also acted as a Non-Executive Director for both AIM-quoted
and private companies. He began his career as a Chartered Accountant with
Arthur Andersen LLP, following which he moved into corporate finance at
Kleinwort Benson.
Due to the size of the Group, the Group has not adopted a formal diversity
policy, other than looking at educational and professional backgrounds.
The Board also consults with external advisers, such as its nominated adviser
and the Company's lawyers, and with executives of the Company on various
matters as deemed necessary and appropriate by the Board.
Principle 7 - Evaluate Board performance based on clear and relevant
objectives, seeking continuous improvement
B90's Board is small and fully focussed on implementing the Group's strategy.
However, given the size and nature of the Group, the Board does not consider
it appropriate to have a formal performance evaluation procedure in place, as
described and recommended in Principle 7 of the QCA Code. The Board will
closely monitor the situation as it grows.
Principle 8 - Promote a corporate culture that is based on ethical values and
behaviours
We are committed to acting ethically and with integrity. We expect all
employees, officers, directors and other persons associated with us to conduct
their day-to-day business activities in a fair, honest and ethical manner.
For that purpose, we have adopted a Code of Business Conduct and Ethics
("Code") which applies to all our workforce personnel. Pursuant to the Code,
employees, directors and other relevant stakeholders are required to comply
with all laws, rules and regulations applicable to us. These include, without
limitation, laws covering anti-bribery, copyrights, trademarks and trade
secrets, data privacy, insider trading, illegal political contributions,
antitrust prohibitions, rules regarding the offering or receiving of
gratuities, environmental hazards, employment discrimination or harassment,
occupational health and safety, false or misleading financial information or
misuse of corporate assets. The Code also includes provisions for disclosing,
identifying and resolving conflicts of interest of the employees and Board
members.
The Code includes provisions requiring all employees to report any known or
suspected violation and ensures that all reports of violations of the Code
will be handled sensitively and with discretion. We also recognise the
benefits of a diverse workforce and are committed to providing a working
environment that is free from discrimination.
We have also adopted a share dealing code, regulating trading and
confidentiality of inside information by persons discharging managerial
responsibility and persons closely associated with them ("PDMRs").
We take all reasonable steps to ensure compliance by PDMRs and any relevant
employees with the terms of the dealing code.
The Board considers that the Company complies with the requirements set in
this principle.
Principle 9 - Maintain governance structures and processes that are fit for
purpose and support good decision-making by the Board
Corporate Governance Committees
The Board has established two committees, of which the composition is as
follows:
Audit committee
Andrew McIver (Chairman)
Martin Fleisje
Remuneration committee
Mark Rosman (Chairman)
Andrew McIver
The Audit Committee
The Audit Committee meets at least two times during the year to review the
published financial information, the effectiveness of external audit and
internal financial controls including the specific matters set out below.
The terms of reference of the Audit Committee are to assist all the Directors
in discharging their individual and collective legal responsibilities and
during the meetings to ensure that:
● The Group's financial and accounting systems provide accurate
and up-to-date information on its current financial position, including all
significant issues and going concern;
● The integrity of the Group's financial statements and any
formal announcements relating to the Group's financial performance and
reviewing significant financial reporting judgments contained therein are
monitored;
● The Group's published financial statements represent a true
and fair reflection of this position; and taken as a whole are balanced and
understandable, providing the information necessary for shareholders to assess
the Group's performance, business model and strategy;
● The external audit is conducted in an independent, objective,
thorough, efficient and effective manner, through discussions with management
and the external auditor; and
● A recommendation is made to the Board for it to put to
shareholders at a general meeting, in relation to the reappointment,
appointment and removal of the external auditor and to approve the
remuneration and terms of engagement of the external auditor.
The Audit Committee does not consider there is a need for an internal audit
function given the size and nature of the Group.
Significant issues considered by the Audit Committee during the year have been
the Principal Risks and Uncertainties (which are set out in this annual
report) and their effect on the financial statements. The Audit Committee
tracked the Principal Risks and Uncertainties through the year and kept in
contact with the Group's Management, External Service Providers and Advisers
and received regular updates. The Audit Committee is satisfied that there has
been appropriate focus and challenge on the high-risk areas.
S&W Partners Audit Limited, our external auditors, have been in office
since 2013.
The external auditors are invited to attend the Audit Committee meeting to
present their findings and this provides them with a direct line of
communication to the Non-Executive Directors.
The Remuneration Committee
The terms of reference of the Remuneration Committee are to:
● recommend to the Board a framework for rewarding senior
management, including Executive Directors, bearing in mind the need to attract
and retain individuals of the highest calibre and with the appropriate
experience to make a significant contribution to the Group; and
● ensure that the elements of the remuneration package are
competitive and help in underpinning the performance-driven culture of the
Group.
Principle 10 - Communicate how the company is governed and is performing by
maintaining a dialogue with shareholders and other relevant stakeholders
The Board is committed to maintaining good communication with its shareholders
and in promoting effective dialogue regarding the Group's strategic objectives
and performance. Institutional shareholders and analysts have the opportunity
to discuss issues and provide feedback via meetings with the Company. The
Annual General Meeting and any other General Meetings that are held throughout
the year are for shareholders to attend and question the Directors on the
Company's performance. Regular progress reports are also made via RNS
announcements and the point of contacts are Ronny Breivik, Executive Chairman
and Marcel Noordeloos, CFO.
Our Audit Committee Report is included on pages 20 to 21 of this Annual
Report. Our Remuneration Committee Report is included on page 22 of this
Annual Report.
This report was authorised for issue by the Board on 6 May 2025.
Ronny Breivik
Executive Chairman, B90 Holdings plc
6 May 2025
Audit Committee Report
General and Composition of the Audit Committee
The Audit Committee is a sub-committee of the Board. The Audit Committee
chairman reports formally to the Board on all matters within the Committee's
duties and responsibilities and on how the Audit Committee discharges its
responsibilities.
The Audit Committee consists of two members, Andrew McIver (Chairman) and
Martin Fleisje.
The biographies of the Audit Committee members are on pages 16-17 under
principle six, as well as on the Company's website at
www.b90holdings.com/corporate-info .
The Audit Committee meets at twice a year at appropriate times in the
reporting and audit cycle and otherwise as required. The Audit Committee also
meets with the Company's external auditors.
Purpose and Responsibilities of Audit Committee
The purpose of the Audit Committee is to assist the Board to carry out the
following functions more efficiently and fully:
● Oversight of the integrity of the Group's formal reports,
statements and announcements relating to the Group's financial performance;
and
● Reviewing compliance with internal guidelines, policies and
procedures and other prescribed internal standards of behaviour.
To achieve such purposes, the Audit Committee has been assigned with the
following responsibilities:
● Reviewing the half-year and full-year financial statements
with management and with the external auditors as necessary prior to their
approval by the Board;
● Reviewing financial results announcements of the Group and
any other formal announcements relating to the Group's financial performance
and recommending them to the Board for approval;
● Reviewing recommendations from the CFO and the external
auditors on the key financial and accounting principles to be adopted by the
Group in the preparation of the financial statements;
● Reviewing the Group's systems for internal financial
control;
● Considering and making recommendations to the Board, to put
to shareholders for approval at the AGM, the appointment, re-appointment and
removal of the Company's external auditors and oversee the relationship with
the external auditors;
● Reviewing and approving the external audit plan and regularly
monitoring the progress of implementation of the plan;
● Determining and monitoring the effectiveness and
independence of the external auditors.
Main Activities in 2024 and 2025
On 14 May 2024 the Audit Committee reviewed the financial statements for
year-end 31 December 2023.
On 22 September 2024 the Audit Committee reviewed the financial results of the
Company for the six months ended 30 June 2024.
The audit committee had the 2024 audit planning meeting with our external
auditors on 13 January 2025 and a completion audit committee call was held on
23 April 2025. On 22 April 2025 the Audit Committee reviewed the financial
statements for year-ended 31 December 2024.
External Auditors
The external auditors of the Company are S&W Partners Audit Limited
("S&W"). The appointment of SW as auditors by the Audit Committee was
based on their performance during past years. The Audit Committee review of
the external auditors confirmed the appropriateness of their reappointment and
included assessment of their independence, qualification, expertise and
resources, and effectiveness of their audit process.
Both the Board and the external auditors have safeguards in place to avoid the
possibility that the auditors' objectivity and independence could be
compromised. The services provided by the external auditors include the
Audit-related services. In recognition of public concern over the effect of
consulting services on auditors' independence, the external auditors are not
invited to general consulting work which can affect their independence as
external auditors.
The total remuneration of the external auditors for 2024 and for 2023 was as
listed in the table below:
2024 2023
Audit services €140,000 €175,000
The Audit Committee remains mindful of the attitude investors have to the
auditors performing non-audit services. The Committee has clear policies
relating to the auditors undertaking non-audit work and monitors the
appointment of the auditors for any non-audit work, with a view to ensuring
that non-audit work does not compromise the Company's auditor's objectiveness
and independence.
Through the discussions with the auditors and review of the scoped work no
matters were identified over the independence of the external auditors.
Financial Reporting
The Group's trading performance is monitored on an ongoing basis. An annual
budget is prepared, and specific objectives and targets are set. The budget is
reviewed and approved by the Board. The key trading aspects of the business
are monitored daily and internal management and financial accounts are
prepared monthly. The results are compared to budget and prior year
performance.
--------------------------------
Andrew McIver
Chairman of the Audit Committee
Remuneration Committee Report
General
The Remuneration Committee is responsible for determining and recommending to
the Board the framework for the remuneration of the Board chairman, executive
directors and other designated senior executives and, within the terms of the
agreed framework, determining the total individual remuneration packages of
such persons including, where appropriate, bonuses, incentive payments and
share options or other share awards.
The Remuneration Committee consists of two members, Mark Rosman (Chairman) and
Andrew McIver. The Remuneration Committee meets at least once a year and
otherwise as required.
Key elements in Remuneration
As an AIM-quoted company, the Company is not required to comply with the
remuneration reporting requirements applicable to fully listed companies in
the UK. However, set out below are certain disclosures relating to directors'
remuneration:
● The remuneration of executive directors and certain other
senior executives is set by comparison to market rates at levels aimed to
attract, retain and motivate the best staff, recognising that they are key to
the ongoing success of the business.
● The remuneration of non-executive directors is a matter for the
Chairman and the executive directors to determine.
● No Director is involved in any decision as to his or her
own remuneration.
● The remuneration of senior management can include
equity-based payments (stock options) vested over time to retain their
employment.
Responsibilities of the Remuneration Committee
The responsibilities of the Remuneration Committee include the below and other
responsibilities as set forth in the Charter of the Committee:
● Setting the remuneration policy for all executive
directors;
● Recommending and monitoring the level and structure of
remuneration for senior management personnel;
● Reviewing the design of all share incentive plans for
approval by the Board and shareholders.
Share option scheme
On 17 May 2016, the Company adopted a "long term incentive senior management
and Directors' stock option plan" ("the Plan"). Options granted under the
Plan will entitle the participant to acquire Ordinary Shares at a price
determined in accordance with the rules of the Plan.
The Directors' interests in the Company's share options for the year ended 31
December 2024 are shown on page 9. No share options were granted during 2024,
the outstanding number of share options granted as per 31 December 2024 are
shown in Note 17 on page 47.
The Committee remains committed to a fair and responsible approach to
executive pay whilst ensuring it remains in line with best practice and
appropriately incentivises executive directors over the longer term to deliver
the Group's strategy. An overview of Directors remuneration is shown in Note 5
on page 38.
---------------------------------
Mark Rosman, Chairman of the Remuneration Committee
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF B90 Holdings PLC
Opinion
We have audited the financial statements of B90 Holdings PLC (the 'group') for
the year ended 31 December 2024, which comprise the Consolidated Statement of
Comprehensive Income, the Consolidated Statement of Financial Position, the
Consolidated Statement of Changes in Equity, the Consolidated Statement of
Cash Flows and the notes to the consolidated financial statements, including a
summary of material accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European Union.
In our opinion:
· the financial statements give a true and fair view of the state of the
group's affairs as at 31 December 2024 and of the group's loss for the year
then ended; and
· the financial statements have been properly prepared in accordance with
IFRSs as adopted by the European Union.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. 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 are independent
of the group and parent company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard as applied to other entities of public
interest, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our
opinion.
Our approach to the audit
Of the group's 12 (2023: 18) reporting components, we subjected 6 (2023: 6) to
audits for group reporting purposes where the extent of our audit work was
based on our assessment of the risk of material misstatement and of the
materiality of the group.
The components within the scope of our work covered 100% of the group's
revenue, 99% of the group's loss before tax, and 100% of the group's assets.
All audit work relevant to this opinion has been performed by the group audit
team in the UK.
Emphasis of matter - impairment of goodwill and other intangible assets
We draw attention to note 10 in the financial statements, which explains, for
Oddsen.nu and Emwys AB (PPC) assets, the revenue growth included as part of
the annual impairment review is reliant on annual revenue growth of 0% and
61.9% in year 1, and cumulative annual revenue growth of 5.9% and 11.4% for
years 2-5 for Oddsen.nu and PPC assets respectively. The ultimate outcome of
this matter is not certain, and the financial statements do not reflect any
impairment that might be required against these assets should the revenue
growth rates not be achieved. Our opinion is not modified in respect of this
matter.
Key audit matters
In addition to the matter described in the Material uncertainty related to
going concern and Emphasis of matter sections, we have determined the matters
described below to be the key audit matters being those that were of most
significance in the audit of the financial statements of the current period.
Key audit matters include the most significant assessed risks of material
misstatement, including those risks that had the greatest effect on our
overall audit strategy, the
allocation of resources in the audit and the direction of the efforts of the
audit team.
In addressing these matters, we have performed the procedures below which were
designed to address the matters in the context of the financial statements as
a whole, and in forming our opinion thereon. Consequently, we do not provide a
separate opinion on these individual matters.
Key audit matter Description of risk How the matter was addressed in the audit
Revenue recognition Revenue is a key performance indicator of the group. Revenue based targets may We reviewed the group's accounting policy for revenue recognition and assessed
place pressure on management to distort revenue recognition. This gives rise whether it is in line with industry practice and IFRSs as adopted by the
to a risk of overstatement of revenue to assist in meeting current targets or European Union.
expectations.
We evaluated the design and implementation of relevant internal controls that
Relevant disclosures in the group uses to ensure the completeness, accuracy and timing of revenue
recognised.
the Annual Report &
Accounts 2024:
We performed substantive testing including:
· Performing detailed testing on a sample of revenue transactions,
Note 2: Material accounting policies; and Note 4: Segment reporting including agreement to third-party reports;
· For affiliate marketing revenues (including PPC revenue) where cash has
been received, we agreed to bank statements and remittances;
· For white label revenue, we agreed postings per the listing to the
nominal ledger, recalculated the net profit of the partner income and agreed
the profit postings to invoices and bank statements.
· We corroborated the movements to the corresponding player liability
accounts for January 2024, as revenue generation ceased from February 2024;
and
· We reviewed the disclosures made by the directors in the financial
statements.
Carrying value of goodwill with indefinite useful lives and other intangible The group holds goodwill We reviewed management's accounting policy for impairment and assessed whether
assets
it is in line with IAS 36.
with an indefinite useful
life relating to It's a Winner Limited (Oddsen.nu) and other intangible assets
on its Consolidated Statement of Financial Position. We evaluated the design and implementation of relevant internal controls
surrounding the review process of impairment models.
Significant judgment is needed to assess the appropriateness of the
recoverable amount of these assets/CGUs to where an indicator of impairment is We performed substantive testing including:
noted or to which the goodwill has been allocated, in particular with
reference · Challenging management's assessment of the relevant CGUs with reference
to the guidance set out in IAS 36;
to forecasted cash flows,
· Considering the appropriateness and mathematical accuracy of the model
growth rates, discount used to determine the recoverable amount of the Oddsen.nu, Spinbookie and PPC
assets CGUs;
rates and sensitivity
· Considering historical trading performance by comparing both revenue
assumptions. and operating profit of the group's CGUs with projected revenues and operating
profits;
· Assessing and challenging the appropriateness of the assumptions
Relevant disclosures in concerning:
the Annual Report & o Revenue growth rates; and
Accounts 2024: o Inputs to the discount rate against latest market expectations.
Note 3: Judgements and · Challenging and evaluating management's sensitivity analysis of the key
variables included within the value in use calculations; and
estimates; Note 9: Goodwill and Note 10: Other intangible assets
· In performing and to support our procedures, we used our internal
valuation specialists and third-party evidence.
Materiality
We have reconsidered the appropriate levels of materiality in the year to
reflect the progress the group has made in developing its business. The
materiality for the financial statements for the current year was set at
€280,000 (2023: €299,000). This has continued, as in the prior year, to be
determined with reference to the benchmark of the group's net assets, which we
consider to be one of the principal considerations for the members of the
company in assessing the group's performance. In determining materiality, we
made the significant judgement that net assets is considered to be the most
appropriate benchmark because the business continues to develop the level of
revenues that it believes can be achieved from the asset base it has acquired,
which is financed primarily by equity, and the benchmark aligns with the
expectations of the users of the financial statements in considering the
underlying value of that asset base. This is because a material impairment of
assets would be indicative of challenges in developing the revenues expected
from the asset base acquired.
Financial statement materiality represents 3.5% (2023: 3.72%) of the group's
net assets as presented on the face of the Consolidated Statement of Financial
Position. For 2024, we have now also applied a specific element materiality
for revenue set at €70,000 (2023: €NIL). This is based on 2% of total
revenue in the year. This element materiality has been used to reflect the
importance of total revenue in measuring the development of the business and
because the level of revenue achieved to date underpins other key metrics used
in considering, for example, impairment of intangible assets and the going
concern assumption. Performance materiality for the group's financial
statements was set at €196,000 (2023: €209,300), being 70% of financial
statement materiality, for the purposes of assessing the risks of material
misstatement and determining the nature, timing and extent of further audit
procedures. We have set performance materiality at this amount to reduce to an
appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds financial statement materiality. We judged
this level to be appropriate based on our understanding of the group and its
consolidated financial statements, as updated by our risk assessment
procedures and our expectation regarding current period misstatements,
including consideration of our experience from previous audits.
Performance materiality in respect of revenue has been set at 70% of specific
element materiality, being €49,000 (2023: €NIL), for similar reasons to
the above.
Material uncertainty related to going concern
We draw attention to note 1 in the financial statements, which indicates that
as at 31 December 2024, the group had total current liabilities of €1.3m and
a negative working capital position of €0.2 million. Whilst the directors
believe that their current strategy will lead to a significant increase in
revenues and in profitability, there is no certainty that this will be
achieved and make the group's cash flow positive during 2025.
Should trading not be in line with management's expectations going forward,
the group's ability to meet its liabilities may be impacted, in which case the
group may need to raise further funding. In such circumstances that further
funding is needed, and whilst the directors are confident of being able to
raise such funding if required, there is no certainty that such funding will
be available and/or the terms of such funding. These conditions, including
future trading in line with management's expectations and the group's ability
to raise further funding, are necessarily considered to represent a material
uncertainty which may cast significant doubt over the group's ability to
continue as a going concern. Our opinion is not modified in respect of this
matter.
Notwithstanding the above, in auditing the financial statements we have
concluded that the directors' use of the going concern basis of accounting in
the preparation of the financial statements is appropriate. Our evaluation of
the directors' assessment of the group's ability to continue to adopt the
going concern basis of accounting included:
· We challenged and reviewed management's sensitivity analysis in
their forecasts, made up to December 2026, looking at cash generation and key
assumptions such as revenue generation from major sporting events. Where
appropriate we used third-party data to review and, where necessary, challenge
their inputs;
· We reviewed and challenged the disclosures in the Annual Report and
Accounts surrounding going concern;
· We compared the forecast results to those actually achieved in the
2025 financial period so far;
· We reviewed bank statements to monitor the cash position of the
group post year end, and obtained an understanding of significant expected
cash outflows (such as marketing expenditure) in the forthcoming 12-month
period; and
· We considered the group's funding position and requirements.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report
and Accounts, other than the financial statements and our auditor's report
thereon. The directors are responsible for the other information contained
within the Annual Report and Accounts. Our opinion on the financial
statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. 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 directors
As explained more fully in the directors' responsibilities statement set out
on pages 9 and 10, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair
view, 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.
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 (UK) 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.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below:
We obtained a general understanding of the group's legal and regulatory
framework through inquiry of management concerning:
- their understanding of relevant laws and regulations;
- the group's policies and procedures regarding compliance; and
- how they identify, evaluate and account for litigation claims.
We also drew on our existing understanding of the group's industry and
regulation.
In the context of the audit, we considered those laws and regulations:
- which determine the form and content of the financial statements;
- which are central to the group's ability to conduct its business; and
- where failure to comply could result in material penalties.
We identified the following laws and regulations as being of significance in
the context of the group:
- IFRSs as adopted by the European Union in respect of the preparation and
presentation of the financial statements.
We evaluated potential non-compliance with these laws and regulations by:
- Reviewing board minutes for evidence of non-compliance; and
- Reviewing draft statutory accounts to ensure compliance of disclosures.
The engagement partner led a discussion with senior members of the engagement
team regarding the susceptibility of the group's financial statements to
material misstatement, including how fraud might occur. The areas identified
in this discussion were:
- Manipulation of the financial statements, especially early recognition of
revenue, via fraudulent journal entries and possible management bias in
relation to the key assumptions which drive the recoverable values of the
Oddsen.nu and PPC CGUs.
The procedures we carried out to gain evidence in the above areas included:
- Substantive work on revenue recognition and the carrying value of goodwill
with indefinite useful lives and other intangible assets (see above KAMs); and
- Testing journal entries, focusing particularly on postings to unexpected or
unusual accounts, including unexpected entries.
A further description of our responsibilities is available on the Financial
Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
Use of our report
This report is made solely to the parent company's members, as a body, in
accordance with our engagement letter dated 5 February 2025. Our audit work
has been undertaken so that we might state to the parent company's members
those matters we are required to state to them in an auditor's report and for
no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the parent company and the
parent company's members as a body, for our audit work, for this report, or
for the opinions we have formed.
Andrew Bond, for and on behalf of
45 Gresham Street
S&W Partners Audit Limited
London
Auditor
E2CV 7BG
Chartered Accountants
6 May 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended Year ended
31 December 2024 31 December 2023
Note € €
Revenue 4 3,521,834 3,025,352
Marketing and selling expense (753,064) (1,626,207)
Salary expense (1,591,191) (2,359,386)
Other administrative expense (731,037) (2,705,023)
Depreciation and amortisation expense 10 (763,932) (606,474)
Impairment expense 10 (1,398,107) (315,611)
Total administrative expenses (5,237,331) (7,612,701)
Operating loss (1,715,497) (4,587,349)
Loss on fair value of equity conversion feature (500,686)
-
Finance expense (387,030)
-
Loss before tax 6 (1,715,497) (5,475,065)
Taxation 7 14,083 4,462
Loss and total comprehensive loss for the year (1,701,414) (5,470,603)
Loss per share attributable to equity holders of the Company
- Basic (in €) 8 (0.0039) (0.0168)
- Diluted (in €) 8 (0.0039) (0.0168)
The Notes on pages 33 to 52 form part of these financial statements
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Year ended Year ended
31 December 31 December
2024 2023
Note
€ €
Non-current assets
Goodwill 9 1,913,600 1,913,600
Other intangible assets 10 5,162,350 7,324,389
Total non-current assets 7,075,950 9,237,989
Current assets
Trade and other receivables 11 704,374 487,986
Cash and cash equivalents 12 364,259 829,116
Total current assets 1,068,633 1,317,102
Total assets 8,144,583 10,555,091
Equity and liabilities
Share capital 13 - -
Additional paid-in capital 14 41,170,466 41,110,393
Reverse asset acquisition reserve 15 (6,046,908) (6,046,908)
Retained earnings 16 (28,507,737) (27,026,092)
Total shareholders' equity 6,615,821 8,037,393
Non-current liabilities
Deferred tax liability 21 219,845 233,928
Total non-current liabilities 219,845 233,928
Current liabilities
Trade and other payables 18 1,308,917 2,283,770
Total current liabilities 1,308,917 2,283,770
Total equity and liabilities 8,144,583 10,555,091
Approved by the board on 6 May 2025 and signed on its behalf by:
Ronny Breivik
Executive Chairman
The Notes on pages 33 to 52 form part of these financial statements
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Additional Other reserves -
Share paid in Reverse asset Retained
capital capital acquisition reserve earnings Total
€ € € € €
Balance as at 1 January 2023 - 30,966,848 (6,046,908) (21,957,873) 2,962,067
Loss for the financial year - - - (5,470,603) (5,470,603)
Issue of share capital - 2,304,872 - - 2,304,872
Conversion of Convertible Loan Note - 6,058,892 - - 6,058,892
Share based asset acquisition - 1,600,000 - - 1,600,000
Swap of other liabilities for share capital - 536,141 - - 536,141
Share based payments - - - 402,384 402,384
Cost of raise of capital - (356,360) - - (356,360)
Balance as at 31 December 2023 - 41,110,393 (6,046,908) (27,026,092) 8,037,393
Loss for the financial year - - - (1,701,414) (1,701,414)
Conversion of liabilities - 45,000 - - 45,000
Exercise of stock options - 15,073 - - 15,073
Share based payments - - - 219,769 219,769
Balance as at 31 December 2024 - 41,170,466 (6,046,908) (28,507,737) 6,615,821
The Notes on pages 33 to 52 form part of these financial statements
CONSOLIDATED STATEMENT OF CASH FLOWS
31 December 31 December
2024 2023
€ €
Cash flows from operating activities
Operating loss (1,715,497) (4,587,349)
Adjustments for:
Share based payments 219,769 402,384
Impairments 1,398,107 315,611
Amortisation of intangibles 763,932 606,474
Bad debt expense - (93,685)
Cash flow generated/(used) in operations before working capital changes 666,311 (3,356,565)
(Increase)/decrease in trade and other receivables (216,389) (200,672)
Increase/(decrease) in trade and other payables (929,851) (475,817)
Cash flow used in operations (479,929) (4,033,054)
Tax (paid)/received - -
Cash flow used in operating activities (479,929) (4,033,054)
Cash flow from investing activities
Acquisition of intangible assets - (1,750,000)
Net cash outflow used in investing activities - (1,750,000)
Cash flow from financing activities
Interest paid - -
Proceeds of issue of new shares 15,073 2,000,000
Receipts from loans - 4,253,116
Net cash inflow used in financing activities 15,073 6,253,116
Net increase/(decrease) in cash and cash equivalents (464,856) 470,062
Cash and cash equivalents at start of period 829,115 359,053
Cash and cash equivalents at end of period 364,259 829,115
The Notes on pages 33 to 52 form part of these financial statements
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
Note 1: General Information
Company descriptions and activities
B90 Holdings plc (the "Company") and its subsidiaries (together the "Group")
was founded in 2012 in the Isle of Man (Company number 9029V). In July 2013,
the Company listed on the AIM market of the London Stock Exchange and
completed a reverse merger in June 2016.
The Group is focused on online marketing activities for the gaming
industry, specialising in customer acquisition for online gaming companies,
via owned websites and Google Pay-Per-Click ("PPC") activities.
Basis of preparation
The Consolidated Financial Statements have been prepared in accordance with
International financial reporting standards (''IFRS") as adopted by the
European Union. The Consolidated Financial Statements have been prepared under
the historical cost convention and on a going concern basis.
Basis of consolidation
The Consolidated Financial Statements incorporate the results of B90 Holdings
plc (the "Company") and entities controlled by the Company (its subsidiaries)
(collectively the "Group").
Going concern
During 2024, as a result of the Group's strategic turn-around, it has
increased its revenues by 16.4% to €3.5 million and reported a positive
EBITDA for every month during 2024, resulting in a full year EBITDA of €0.7
million.
As at 31 December 2024, the Group shows total current liabilities of €1.3
million (31 December 2023: €2.3 million) and a negative working capital
position of €0.2 million (31 December 2023: negative working capital
position of €1.0 million). Due to the repayment of overdue trade and other
payables as included in the consolidated statement of financial position as at
31 December 2023, the cash flow used in operations, after cash flow from
working capital, was €0.5 million (2023: cash flow used €4.0 million).
Whilst the Directors believe that its current strategy will show a further
increase in revenues, profitability and therefore cash flow, there is no
guarantee that this will lead the Group to become cash flow positive during
2025 and thus ensure sufficient cash is available to meet its liabilities as
they fall due in the foreseeable future, being at least the next 12 months
from the date of signing these financial statements.
The nature of the Group's business means that month on month results might
fluctuate. Although Q1 results were slightly below management's expectations,
the Directors believe the Group will meet the full year expectations. However,
should revenue not be in line with management's expectations, the Group will
first reduce marketing spend and will save cash on overhead expenses, for
example on salaries. Should the results after these savings not be in line
with these expectations going forward, the Group's ability to meet its
liabilities may be impacted, in which case the Group may need to raise further
funding. In the event that further funds are needed, whilst the Directors are
confident of being able to raise such funding if required, there is no
certainty that such funding will be available and/or the terms of such
funding. These conditions are necessarily considered to represent a material
uncertainty which may cast significant doubt over the Group's ability to
continue as a going concern.
Whilst acknowledging this uncertainty, the Directors remain confident that the
current strategy will allow the Group to expand its operations and generate a
positive operational cash flow within a reasonable time or, if needed, be able
to raise additional funding when required; therefore, the Directors consider
it appropriate to prepare the financial statements on a going concern basis.
The financial statements do not include the adjustments that would result if
the Group was unable to continue as a going concern.
Note 2: Material accounting policies
The principal accounting policies applied in the preparation of these
Consolidated Financial Statements are set out below. The policies have been
consistently applied to all years presented, unless otherwise stated.
Revenue
Revenue from contracts with customers is recognised when the control over the
services is transferred to the customer. The transaction price is the amount
of the consideration that is expected to be received based on the contract
terms.
Marketing commission revenue
In its operations which generate marketing commissions, the Group acts as the
agent. Revenue from marketing contracts with customers is recognised when
players are losing their funds on the operators' platforms on which the
Company is basing the amounts to be invoiced. In some cases, customers agree
to pay a fixed fee per acquired player. All fees and commissions are invoiced
on a monthly basis. The transaction price is the commission amount of the
consideration that is expected to be received based on the contract terms. The
performance obligation of a revenue contract is satisfied at the point a
player's losses are incurred. Operators typically pay a month in arrears. This
gives rise to contract assets on a short term basis.
White label Sportsbook and casino revenue
Revenue is recognised provided that it is probable that economic benefits will
flow to the Group and the revenue can be reliably measured. Revenue is
recognised in the accounting periods in which the transactions occurred and
after adding the fees and charges applied to customer accounts, and is
measured at the fair value of the consideration received or receivable.
Revenue from these activities comprises:
Sportsbook
Sport online gaming revenue comprises bets placed less pay-outs to customers,
adjusted for the fair value of open betting positions, adjusted for the fair
value of certain promotional bonuses granted to customers.
Casino games
Casino, Bingo and other online gaming revenue is represented by the difference
between the amounts of bets placed by customers less amounts won, adjusted for
the fair value of certain promotional bonuses granted to customers.
The Company acts as the principal in sportsbook and casino operations.
Foreign currencies
The Group's functional and presentation currency is EURO. Transactions in
foreign currency and the recognition of assets and liabilities denominated in
foreign currencies are recognised and measured in accordance with IAS 21.
Taxation
Current tax
Current tax is recognised and measured in accordance with IAS 12.
Deferred tax
Deferred tax is recognised and measured in accordance with IAS 12.
Deferred tax liabilities are provided in full. Deferred tax assets are not
recorded.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries, except where the Group is able to
control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
Intangible fixed assets
Acquired intangible assets
Intangible assets acquired separately consist of domain names and customer
lists and are capitalised at cost. Those acquired as part of a business
combination are recognised separately from goodwill if the fair value can be
measured reliably. These intangible assets are amortised over the useful
life of the assets, which is mentioned at the table below.
The valuation methodology used for each type of identifiable asset category is
detailed below:
Asset category Valuation methodology Useful life
Customer relationships Excess earnings 4
years
Brand and domain names Relief from royalty 20
years
Licenses Cost approach 4
years
Spinbookie assets
Cost approach
10 years
Emwys
assets
Cost
approach
10 years
Goodwill
Business combinations are accounted for in accordance with IFRS 3 using the
acquisition method as at the acquisition date, which is the date on which
control is transferred to the Group.
Goodwill is not amortised as the Group assumes an indefinite useful life.
Business combinations
For business combinations, the Group estimates the fair value of the
consideration transferred, which can include assumptions about the future
business performance of the business acquired and an appropriate discount rate
to determine the fair value of any contingent consideration. Judgement is also
applied in determining whether any future payments should be classified as
contingent consideration or as remuneration for future services.
The Group then estimates the fair value of assets acquired and liabilities
assumed in the business combination, including any separately identifiable
intangible assets. These estimates also require inputs and assumptions
including future earnings, customer attrition rates and discount rates. The
Group engages external experts to support the valuation process, where
appropriate. IFRS 3 'Business Combinations' allows the Group to recognise
provisional fair values if the initial accounting for the business combination
is incomplete. Judgement is applied as to whether changes should be applied at
the acquisition date or as post-acquisition changes.
The fair value of contingent consideration recognised in business combinations
is reassessed at each reporting date, using updated inputs and assumptions
based on the latest financial forecasts for the relevant business. Fair value
movements and the unwinding of the discounting is recognised within operating
expense.
Impairment of non-financial assets
Impairment of non-financial assets are accounted for in accordance with IAS
36.
Equity
Equity comprises the following:
• "Share capital" represents amounts subscribed for shares at
nominal value. Nominal value per share is nil.
• "Additional paid in capital" represents amounts subscribed for
share capital in excess of nominal value.
• The "Reverse asset acquisition reserve" represents the
difference in carrying value between the Additional paid in capital of B90
Holdings plc and the Share capital of Sheltyco on the acquisition date (June
2016).
• "Retained earnings" represents the accumulated profits and losses
attributable to equity shareholders. This also includes issued and vested
warrants and options.
Financial instruments
Trade and other receivables
Trade receivables are held in order to collect the contractual cash flows and
are initially measured at the transaction price as defined in IFRS 15. The
Group has applied IFRS 9's simplified approach and has calculated the ECLs
based on lifetime of expected credit losses. The contracts of the Group do not
contain significant financing components. Impairment losses are recognised
based on lifetime expected credit losses in profit or loss.
Other receivables are held in order to collect the contractual cash flows and
accordingly are measured at initial recognition at fair value, which
ordinarily equates to cost and are subsequently measured at cost less
impairment due to their short term nature. A provision for impairment is
established based on 12-month expected credit losses unless there has been a
significant increase in credit risk when lifetime expected credit losses are
recognised. The amount of any provision is recognised in profit or loss.
Cash and cash equivalents, and finance income
Cash and cash equivalents includes cash in hand, deposits held at call with
banks, other short-term highly liquid investments with original maturities of
three months (These include Player wallets).
Trade payables
Trade payables, including customer balances, are recognised at fair value.
Financial liabilities
Financial liabilities are classified as financial liabilities measured at
amortised cost. The Group determines the classification of its financial
liabilities at initial recognition. The measurement of financial liabilities
is initially recognised at fair value and subsequently measured at amortised
cost using the effective interest method. Amortised cost is calculated by
taking into account any issue costs and any discount or premium on
settlement. Gains and losses arising on the repurchase, settlement or
cancellation of liabilities are recognised respectively in finance expense.
Changes in accounting policies and disclosures
The following new and amended Standards and Interpretations effective for the
financial year beginning 1 January 2024 have been adopted. The adoption of
these standards has not had any material impact on the disclosures or on the
amounts reported in these financial statements.
· IAS 1 Presentation of Financial Statements, Classification of
liabilities as current or non-current;
· IAS 1 Presentation of Financial Statements, Amendments regarding the
classification of debt with covenants;
· IAS 7 Statement of Cash Flows, Supplier finance arrangements;
· IFRS 7 Financial Instruments: Disclosures, Supplier finance
arrangements;
· IFRS 16 Leases, Amendments regarding seller-lessee subsequent
measurement in a sale and leaseback transaction.
Note 3: Judgements and estimates
The preparation of the Consolidated Financial Statements requires the
Directors to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets and
liabilities, income and expense. Actual results may differ from these
estimates.
Key areas of judgement
Acquisition of Emwys AB
The Group acquired 100% of the Emwys AB share capital in 2023. The only item
held in the entity were the licenses relating to the active affiliate PPC
accounts. The Group therefore consider the acquisition to have met the
"concentration test" as set out within IFRS 3 and therefore have assessed the
acquisition to not be a business combination but rather has been assessed to
be the purchase of an intangible asset. As such the full value of the
acquisition has been included within Intangible assets as "PPC assets".
Key areas of estimation uncertainty
Impairment of Goodwill and other intangible fixed assets
Determining whether goodwill and other intangible fixed assets with a definite
or indefinite useful life are impaired requires an estimation of the
value-in-use of the cash-generating units. Goodwill was recorded following the
acquisition of the operations of Oddsen.nu in September 2021. The total
balance per 31 December 2024 amounts to €1.9 million. The directors have
used various estimates, revenue forecasts and expected future cash flows and
the Directors believe future growth of its operations will support the
carrying value of goodwill. If some of the expectations are not met,
impairment of the goodwill balance may be necessary in the future. Further
details around the estimates and assumptions used are disclosed in notes 9 and
10.
Other areas of estimation
Share-Based Payments
Certain employees (including Directors and senior Executives) of the Company
receive remuneration in the form of share-based payment transactions.
The fair value is determined using the Black-Scholes valuation model at the
time of issuance. The Directors believe this is appropriate considering the
effects of the vesting conditions, expected exercise period and the dividend
policy of the Company.
Due to limited trading history, the expected volatility has been based on the
5-year historical volatility of a mix of share prices from other companies in
the same industry, as well as the overall market volatility.
Note 4: Segment reporting
IFRS 8 requires operating segments to be identified on the basis of internal
reports about components of the Group that are regularly reviewed by the chief
operating decision maker to allocate resources to the segments and to assess
their performance. In accordance with IFRS 8, the chief operating decision
maker has been identified as the Board. The Board reviews the Group's
internal reporting in order to assess performance and allocate resources.
The Board considers that the business comprises of two activities:
1. Online marketing and promotion of online sportsbook and casino
websites;
2. Operating sportsbook and casino brands, which has transferred to a white
label solution from January 2024 onwards.
Revenue originates from:
2024 2023
€ €
Affiliate marketing commissions 3,208,496 1,848,392
Online sportsbook and casino operations - 1,176,960
White labelled online sportsbook and casino 313,338 -
Total 3,521,834 3,025,352
The Board evaluates the operations based on the revenues metric. Revenues
consist of invoiced commissions for the marketing and player acquisition
services provided, as well as revenues generated from white labelled
operations. The Group operates an integrated business model and, therefore,
does not allocate general operating expenses, assets and liabilities to any of
the originating segments.
Note 5: Key management remuneration
Director and key management remuneration for each period was as follows:
Cash based Share based payments Total Total
salary Remuneration 2024 Remuneration 2023
€ € € €
Ronny Breivik 229,200 55,487 284,687 233,697
Marcel Noordeloos 198,000 58,412 256,412 254,292
Mark Rosman 50,400 55,487 105,887 125,397
Martin Fleisje 18,000 9,293 27,293 27,974
Andrew McIver 54,000 13,929 67,929 22,523
Total 549,600 192,608 742,208 663,883
Note 6: Loss for the year
Loss before taxation is stated after charging/(crediting):
Year ended Year ended
31 December 2024 31 December 2023
€ €
Amortisation of intangibles 763,932 606,475
Impairment of intangible asset and goodwill 1,398,107 315,611
Bad debt expense - 93,685
Short term lease expense 16,300 22,842
Share based payment charge 219,769 402,384
Foreign exchange losses/(gains) (6,689) 550,505
Note 7: Taxation
Year ended Year ended
31 December 2024 31 December 2023
€ €
Loss before tax (1,715,497) (5,475,065)
Profit before tax multiplied by the standard rate of corporation tax in Isle - -
of Man of 0%
Adjustments to tax charge in respect of previous periods - (21,530)
Release of deferred tax liability relating to acquisition 14,083 25,992
Tax credit 14,083 4,462
Note 8: Earnings per share (basic and diluted)
Year ended Year ended
31 December 2024 31 December 2023
€ €
Earnings
Earnings for the purposes of basic and diluted earnings per share, being net
loss after tax attributable to equity shareholders
(1,715,497) (5,470,603)
Number of shares
Weighted average number of ordinary shares for the purposes of: 439,782,993 326,123,139
Basic earnings per share
Diluted earnings per share 439,782,993 326,123,139
Basic loss per share (in €) (0.0039) (0.0168)
Diluted loss per share (in €) (0.0039) (0.0168)
The Group has granted share options in respect of equity shares to be issued,
the details of which are disclosed in Note 17. Share options and warrants
outstanding are anti-dilutive due to the losses incurred in each period.
Note 9: Goodwill
Goodwill
€
Cost
At 1 January 2023 2,229,211
Additions -
Impairments (315,611)
At 31 December 2023 1,913,600
Additions -
Impairments -
At 31 December 2024 1,913,600
Net Book Value
At 1 January 2023 2,229,221
At 31 December 2023 1,913,600
At 31 December 2024 1,913,600
Goodwill
Goodwill arose following the acquisition of the operations of Quasar Holdings
ltd in 2017 and Oddsen.nu in 2021.
The impairment of goodwill in 2023 is related to the acquisition of Quasar
Holdings. The book value of the goodwill related to Quasar Holdings Ltd,
amounted to nil at the end of 2023 and 2024.
Key assumptions and inputs used
The key assumptions and inputs used for the assessment of the value of the
goodwill are disclosed in Note 10, as well as assumptions used for the
impairment review.
Note 10: Other intangible assets
Customer database Brand and domain names PPC Spinbookie assets Total
Assets
€ € € € €
Cost
At 1 January 2023 361,600 3,892,500 - 1,997,299 6,251,399
Additions - - 3,600,000 - 3,600,000
Disposals - - - - -
At 31 December 2023 361,600 3,892,500 3,600,000 1,997,299 9,851,399
Additions - - - - -
Disposals - - - - -
At 31 December 2024 361,600 3,892,500 3,600,000 1,997,299 9,851,399
Amortisation
At 1 January 2023 (129,913) (1,590,892) - (199,730) (1,920,535)
Charge for the period (84,250) (172,495) (150,000) (199,730) (606,475)
Disposals - - - - -
At 31 December 2023 (214,163) (1,763,387) (150,000) (399,460) (2,527,010)
Charge for the period (84,250) (119,950) (360,000) (199,732) (763,932)
Disposals - - - - -
Impairments - - - (1,398,107) (1,398,107)
At 31 December 2024 (298,413) (1,883,337) (510,000) (1,997,299) (4,689,049)
Net Book Value
At 1 January 2023 231,687 2,301,608 - 1,797,569 4,330,864
At 31 December 2023 147,437 2,129,113 3,450,000 1,597,839 7,324,389
At 31 December 2024 63,187 2,009,163 3,090,000 - 5,162,350
Customer database
The Customer database relates to the acquisition of the Oddsen.nu operations
in September 2021. The estimated remaining life of the customer database is
0.75 year.
Brand and domain names
The brand and domain names relate to the acquisition of Quasar Holdings ltd
(Bet90.com) in 2017 and Oddsen.nu in 2021. Brand and domain names are
considered to be business operations.
The carrying value of the Bet90.com brand and domain name is nil at the end of
2023 and 2024.
The brand and domain name Oddsen.nu is considered to be a single
cash-generating unit ("CGU"). The carrying value of the brand and domain names
for Oddsen.nu as per 31 December 2024 amounts to €2,009,163 (2023:
€2,129,113) and has a remaining estimated lifetime of 16.75 years.
Spinbookie assets
In December 2021, the Group acquired the business of Spinbookie.com, which is
presented under Spinbookie assets. This included a fully operational
sportsbook and casino operation, operating using a Curacao gaming license.
Since January 2024, Spinbookie operates under a white label solution of
Famagousta NV, a gaming software developer platform and has various payment
service providers and other operating tools implemented. Due to the changes
made in January 2024 and evaluating the 2024 results of the white label setup,
the Company has recorded a full impairment on the intangible assets recorded,
resulting in a book value of nil.
PPC assets
In July 2023, the Group acquired Emwys AB. The assets acquired, being the
existing and active affiliate accounts used via PPC, are presented under "PPC
assets". This includes the license agreement for the PPC campaigns, a fully
operational marketing campaign with existing customers. The assets have an
expected useful life of 10 years and as at 31 December 2024 therefore have 8.5
years remaining.
Impairment reviews
The Directors have performed an impairment review of intangible fixed assets
and goodwill at the end of the year.
Oddsen.nu Spinbookie .com Consolidated Totals
PPC assets
€ € € €
Goodwill 1,913,600 - - 1,913,600
Other intangibles 2,072,350 - 3,090,000 5,162,350
Other non-current assets - - - -
CGU Carrying value at 31 Dec 2024 3,985,950 - 3,090,000 7,075,950
CGU Carrying value at 31 Dec 2023 4,190,150 1,597,839 3,450,000 9,237,989
Goodwill is not amortised.
In accordance with IAS 36 and the Group's stated accounting policy, an
impairment test is carried out annually on the carrying amounts of intangible
fixed assets and goodwill and a review for indicators of impairment is carried
out for other non-current assets. Where an impairment test was carried out,
the carrying value is compared to the recoverable amount of the asset or the
cash-generating unit. The recoverable amount for Oddsen.nu was assessed for
impairment given the allocation of goodwill with an indefinite useful life
requiring annual review. In each case, the recoverable amount was the value in
use of the assets, which was determined by discounting the future cash flows
of the relevant asset or cash-generating unit to their present value.
The carrying values of the Oddsen.nu and the PPC assets CGU's as at 31
December 2024, of €4.0 million and €3.1 million respectively, has been
determined based on a value in use calculation using cash flow projections
from financial budgets approved by the Directors. Key assumptions in
performing the value in use calculation are set out below.
Key assumptions and inputs used:
Cash flow projections have been prepared for a five-year period, following
which a long-term growth rate has been assumed. Growth rates, as shown in the
table below for each of Oddsen.nu, Spinbookie and the PPC asset, have been
developed through projections of future player acquisitions and net gaming
revenue based on data obtained from partners and affiliate partners
The pre-tax discount rate that is considered by the Directors to be
appropriate is based on the Group's specific Weighted Average Cost of Capital,
adjusted for tax, which is considered to be appropriate for the
cash-generating units.
Pre-tax revenue growth rate Cumulative revenue Long-term
discount rate year 1 growth rate growth rate
applied years 2-5 year 6+
At 31 December 2024
Oddsen.nu 13.0% 0% 5.9% 2%
Spinbookie assets - - - -
PPC assetsI 13.5% 61.9% 11.4% 2%
At 31 December 2023
Oddsen.nu 14.6% 38.3% 5.8% 2%
Spinbookie assets 18.95% 9.8% 21.4% 2%
PPC assets 17.0% 35.3%* 34.9% 2%
*PPC assets growth rate was the 2024 expected revenues compared to the
annualised 5 months of 2023.
The calculation of value in use for the Oddsen.nu is most sensitive to the
following assumptions:
● The main assumption used is revenue growth- Based on the revenue
growth assumptions above, the cumulative annual growth rate ("CAGR") for year
1-5 is 3.1% and a reduction in this CAGR to -0.4% would result in the
recoverable amount equalling the carrying value.
● Weighted Average Cost of Capital - Whereas the Directors believe
the WACC rate is conservative, an increase in WACC rate to 16.8% would result
in the recoverable amount equalling the carrying value.
The calculation of value in use for the PPC asset is most sensitive to the
following assumptions:
● The main assumption used is revenue growth - Based on the revenue
growth assumptions above, the cumulative annual growth rate ("CAGR") for year
1-5 is 20% and a reduction in this CAGR to 9.0% would result in the
recoverable amount equalling the carrying value.
● In case the projected revenue growth is not achieved, the PPC
marketing spend to drive this revenue will be lowered to save costs.
Therefore, a decrease in revenue will also result in a decrease of direct
costs, having a lower impact on the margins.
● Weighted Average Cost of Capital - Whereas the Directors believe
the WACC rate is conservative, an increase in WACC rate to 48.1% would result
in the recoverable amount equalling the carrying value.
The annual impairment review on goodwill and the intangible fixed assets
showed that an impairment was needed for the Spinbookie asset. No further
impairments were required for the PPC asset and Oddsen asset for the year
2024. The ultimate outcome of this matter is not certain, and the financial
statements do not reflect any impairment that might be required against these
assets should the revenue growth rates not be achieved.
Note 11: Trade and other receivables
Year ended Year ended
31 December 2024 31 December 2023
€ €
VAT receivables 19,772 23,133
Accounts receivable 358,439 282,528
Contract assets 318,132 142,130
Other receivables and prepayments 8,031 40,195
Total 704,374 487,986
Credit risk arises when a failure by counter parties to discharge their
obligations could reduce the amount of future cash inflows from financial
assets on hand at the reporting date. The Group has policies in place to
ensure that provision of services is made to customers with an appropriate
credit history and monitors on a continuous basis the ageing profile of its
receivables.
The Group's exposure to credit risk is influenced mainly by the individual
characteristics of each customer. However, management also considers the
factors that may influence the credit risk of its customer base, including the
default risk of the industry and country in which customers operate. Due to
the nature of the Group's operations the Group only has a few customers which
operate with credit terms.
Impairment
A provision for impairment of trade receivables is established using an
expected loss model. Expected loss is calculated from a provision matrix
based on the expected lifetime default rates and estimates of loss on default.
We have recorded no impairment charge for the year ended 31 December 2024
(€nil for the year ended 31 December 2023).
Note 12: Cash and cash equivalents
Year ended Year ended
31 December 2024 31 December 2023
€ €
Cash held in current accounts and wallets 364,259 829,116
Total 364,259 829,116
Included within the 2023 cash and cash equivalents are balances held in
relation to the matching liabilities to customers shown in Note 18. As the
operations of Spinbookie are outsourced under a white label solution during
2024, the Company doesn't hold balances to cover balances of customers as at
31 December 2024.
Note 13: Share capital
Year ended Year ended
31 December 2024 31 December 2023
€ €
Allotted, called up and fully paid
440,814,739 (2023: 439,518,227 ) Ordinary shares - -
Par value of the shares nil nil
During the year the Company issued 1,296,512 New Ordinary Shares, on the
following dates:
Date: New Ordinary Shares Pursuant to:
3 October 2024 1,046,512 Conversion of payable amount*
17 December 2024 250,000 Exercise of stock options
1,296,512
* The Group settled a payable amount of £45,000 through the issue of new
ordinary shares at the closing market price on 20 September 2024, being
£0.043, resulting in the issue of 1,046,512 new ordinary shares.
Note 14: Additional paid in capital
Additional paid in capital represents amounts subscribed for share capital in
excess of par value. Details of additions are described in Note 13 above.
Note 15: Reverse asset acquisition reserve
The reverse acquisition completed on 30 June 2016 has been accounted for as a
share-based payment transaction in accordance with IFRS 2. On the basis of the
guidance in paragraph 13A of IFRS 2, the difference in the fair value of the
consideration shares and the fair value of the identifiable net assets should
be considered to be payment for the services to transition to a public
company.
Note 16: Retained earnings
Retained earnings represents the cumulative net gains and losses recognised in
the consolidated statement of comprehensive income and other transactions with
equity holders.
Note 17: Share based payments
The following options and warrants in the Group were granted, exercised,
lapsed, forfeited or existing at the year-end:
Date of grant Exercise price Existing at 1 January 2023 Granted in the year Cancelled, lapsed or forfeited in the year Exercised in the year Existing at 31 December 2024 Exercisable at 31 December 2024 Expiration date
Options
14 Febr 2019 15p 550,000 - (550,000) - - - 13 Febr 2024
17 Mar 2021 5p 6,150,000 - - - 6,150,000 4,612,500 16 March 2026
1 Oct 2021 13p 13,505,000 - - - 13,505,000 10,128,750 30 Sept 2026
21 June 2022 5p 2,000,000 - - - 2,000,000 1,000,000 20 June 2027
7 Nov 2022 5p 750,000 - - - 750,000 375,000 6 Nov 2027
18 April 2023 6.2p 11,500,000 - - - 11,500,000 2,875,000 17 April 2028
27 Oct 2023 5p 1,000,000 - - (250,000) 750,000 - 26 Oct 2028
Warrants:
17 Mar 2021 5p 750,000 - (750,000) - - - 16 March 2024
9 Sept 2022 4.18p 3,588,500 - - - 3,588,500 3,588,500 8 Sept 2025
TOTAL 39,793,500 - (1,300,000) (250,000) 38,243,500 22,579,750
All options have a 5 year term and vest over 4 equal yearly instalments
starting 1 year after the grant date.
The number and weighted average exercise prices of share options and warrants
are as follows:
Number of share options and warrants Weighted average exercise price (£)
Outstanding as at 1 January 2023 27,293,500 0.090
Exercisable as at 1 January 2023 9,664,750 0.079
Options granted 18 April 2023 11,500,000 0.062
Options granted 27 October 2023 1,000,000 0.050
Outstanding as at 31 December 2023 39,793,500 0.075
Exercisable as at 31 December 2023 15,403,500 0.079
Options forfeited 14 February 2024 (550,000) 0.150
Warrants forfeited 17 March 2024 (750,000) 0.050
Options exercises 17 December 2024 (250,000) 0.050
Outstanding as at 31 December 2024 38,243,500 0.079
Exercisable as at 31 December 2024 22,579,750 0.073
The options outstanding as at 31 December 2024 had a weighted average
remaining contractual life of 2.25 years, whereas the warrants outstanding had
a weighted average remaining contractual life of 0.5 years. The value of the
options has been derived by using a Black Scholes pricing model for the
options and warrants granted on 22 June 2022, 9 November 2022, 18 April 2023
and 27 October 2023. The inputs into the pricing models were as follows:
Options granted on 22 June 2022 Options granted on 9 November 2022 Options granted on 18 April 2023 Options granted on 27 October 2023
Share price at grant date £0.05 £0.035 £0.062 £0.045
Exercise price £0.05 £0.05 £0.062 £0.05
Volatility 37.4% 37.4% 54.5% 54.6%
Expected life 5 years 5 years 5 years 5 years
Risk free rate 3.38% 3.38% 3.69% 4.9%
Expected dividend yield 0% 0% 0% 0%
Although the Company has been trading its shares on the AIM market of the
London Stock Exchange since 30 June 2016, the liquidity in the stock is low.
Furthermore, the stock price was suspended for trading between March 2020 and
March 2021, therefore the expected volatility for all options was determined
by taking the average the Company's share price and the historical volatility
of a peer group over a 5-year period.
The charges to the Consolidated statement of comprehensive income are a
follows:
Grant date: Value of options: Charged Charged Remaining charge Remaining charge years
to 2024 to 2023
17 Mar 2021 €108,401 €3,643 €24,464 €608 2025
1 Oct 2021 €660,767 €59,703 €189,786 €22,922 2025
21 June 2022 €44,186 €- €32,679 - -
18 April 2023 €414,535 €142,496 €152,932 €120,906 2025-2027
27 Oct 2023 €29,070 €13,927 €2,523 €12,792 2025-2027
TOTAL €1,256,959 €219,769 €402,384 €157,228
Note 18: Trade and other payables
31 December 2024 31 December 2023
€ €
Trade payables 324,865 757,985
Accrued expenses 146,872 613,399
Liabilities to customers - 129,263
Other creditors 837,180 783,123
1,308,917 2,283,770
Note 19: Capital commitments
At 31 December 2024 and 31 December 2023 there were no capital commitments.
Note 20: Contingent assets and liabilities
There were no contingent liabilities at 31 December 2024 or 31 December 2023.
Note 21: Deferred tax
31 December 2024 31 December 2023
€ €
At 1 January 233,928 259,920
Credit to profit and loss (14,083) (25,992)
At 31 December 219,845 233,928
During 2024 the expected net reversal of deferred tax of €14,083 (2023:
€25,992) relates to amortization of intangible assets.
Note 22: Financial instruments - Fair Value and Risk Management
The Group is exposed through its operations to risks that arise from use of
its financial instruments. The Board approves specific policies and procedures
in order to mitigate these risks.
The main financial instruments used by the Group, on which financial risk
arises, are as follows:
● Cash and cash equivalents;
● Trade and other receivables;
● Trade and other payables; and
● Customer deposits in case of the Spinbookie operations.
Detailed analysis of these financial instruments is as follows:
2024 2023
Financial assets € €
Trade and other receivables (Note 11) 676,571 424,658
Cash and cash equivalents (Note 12) 364,259 829,116
Total 1,040,830 1,253,774
In accordance with IFRS 9, all financial assets are held at amortised cost.
2024 2023
Financial liabilities € €
Trade and other payables(1) (Note 18) 1,162,045 1,644,612
Accrued liabilities 146,872 613,399
Total 1,308,917 2,258,011
(1)Excludes taxes payable.
In accordance with IFRS 9, all financial liabilities are held at amortised
cost.
Capital
The capital employed by the Group is composed of equity attributable to
shareholders. The primary objective of the Group is maximising shareholders'
value, which, from the capital perspective, is achieved by maintaining the
capital structure most suited to the Group's size, strategy, and underlying
business risk. There are no demands or restrictions on the Group's capital.
The main financial risk areas are as follows:
Credit risk
Trade receivables
For the Group's operations in Spinbookie, the credit risk relates to customers
disputing charges made to their credit cards ("chargebacks") or any other
funding method they have used in respect of the services provided by the
Group. Customers may fail to fulfil their obligation to pay, which will
result in funds not being collected. These chargebacks and uncollected
deposits, when occurring, will be deducted at source by the payment service
providers from any amount due to the Group. The risk for the year 2024 has
been assessed by the Board to being immaterial.
Financial assets which are past due but not impaired
2024
Not yet overdue Up to 3 months over due Up to 12 Over 1 year over due Total
months over due
€ € € € €
Trade receivables 239,423 32,655 86,361 - 358,439
Other receivables 318,132 - - - 318,132
Total 557,555 32,655 86,361 - 676,571
2023
Not yet overdue Up to 3 months over due Up to 12 Over 1 year over due Total
months over due
€ € € € €
Trade receivables 134,192 102,798 45,538 - 282,528
Other receivables 142,130 - - - 142,130
Total 276,322 102,798 45,538 - 424,658
Liquidity risk
Liquidity risk exists where the Group might encounter difficulties in meeting
its financial obligations as they become due. The Group monitors its
liquidity in order to ensure that sufficient liquid resources are available to
allow it to meet its obligations.
The following table details the contractual maturity analysis of the Group's
financial liabilities:
2024
On demand In 3 months Between 3 More than 1 year Total
months and 1 year
€ € € € €
Trade and other payables(1) 1,162,045 - - - 1,162,045
Accrued liabilities 146,872 - - - 146,872
Total 1,308,917 - - - 1,308,917
(1)Excludes taxes payable.
2023
On demand In 3 months Between 3 More than 1 year Total
months and 1 year
€ € € € €
Trade and other payables(1) 1,519,612 62,500 62,500 - 1,644,612
Accrued liabilities 613,399 - - - 613,399
Total 2,133,011 62,500 62,500 - 2,258,011
(1)Excludes taxes payable.
Note 23: List of subsidiaries
The Company held the issued shares of the following subsidiary undertakings as
at 31 December 2023:
Name of subsidiary Place of Incorporation Proportion of ownership and voting power Ownership
B90 Services BV The Netherlands 100% Direct
B90 Ventures Ltd Isle of Man 100% Direct
Sheltyco Enterprises Group Ltd British Virgin Islands 100% Direct
T4U Marketing Ltd Cyprus 100% Indirect, through Sheltyco Enterprises Group Ltd
Quasar Holdings Ltd Malta 100% Indirect, through B90 Ventures Ltd
Bet90 Sports Ltd Malta 100% Indirect, through Quasar Holdings Ltd
B90 Operations Ltd Bulgaria 100% Indirect, through B90 Ventures Ltd
Winbookie Holdings Ltd Malta 100% Direct
It's a Winner Ltd Malta 100% Indirect, through Winbookie Holdings Ltd
Spinbookie ltd Malta 100% Indirect, through Winbookie Holdings Ltd
Spintastic NV Curacao 100% Direct
Spin Marketing BV Curacao 100% Direct
Note 24: Reconciliation of debt
The Group had the following movement in the borrowings:
2024
At 1 January 2024 Cash Fair Value and accrued interest Conversion At 31 December 2024
of balance
€ € € € €
Borrowings - - - - -
- - - - -
2023
At 1 January 2023 Cash Fair Value and accrued interest Conversion At 31 December 2023
of balance
€ € € € €
Borrowings 655,646 4,253,116 1,150,130 (6,058,892) -
655,646 4,253,116 1,150,130 (6,058,892) -
Note 25: Related party transactions
Remuneration of Directors and key employees
Remuneration of Directors and key employees is disclosed in Note 5.
Other related party transactions
Included within other creditors, the Group has accrued for unpaid December
salaries with its Directors, amounting to €37,800 at 31 December 2024 (31
December 2023: €26,700).
Intra group transactions
Transactions between Group companies have not been disclosed as these have all
been eliminated in the preparation of the Consolidated Financial Statements.
Note 26: Ultimate controlling party
As at 31 December 2024 the Directors do not believe there to be any single
controlling party.
Note 27: Subsequent events
No material events occurred after the year end.
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