REG - B90 Holdings PLC - Final Results
Wed 07:00
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RNS Number : 1200D B90 Holdings PLC 06 May 2026
Strictly embargoed for 07.00, 6 May 2026
B90 Holdings plc
("B90", the "Company" or the "Group")
Final Results for the Year Ended 31 December 2025
Revenue more than doubled, return to profitability and continued
progress
scaling AI-driven MarTech platform
B90 Holdings plc (AIM: B90), the performance marketing and MarTech business,
is pleased to announce its audited Final Results for the year ended 31
December 2025. The 2025 Annual Report will be available on the Company's
website at: www.b90holdings.com (http://www.b90holdings.com)
Management will host a live online presentation for investors at 10:30 BST
today via the Engage Investor platform. Investors can register to attend here:
https://www.engageinvestor.com/event/69e9f8775c24c0c33a0ed31d
(https://www.engageinvestor.com/event/69e9f8775c24c0c33a0ed31d)
Commenting on the results, Chief Executive Officer, Ronny Breivik, said:
"2025 marked a defining year for B90. We have demonstrated that our
technology-led and highly automated model can deliver both strong financial
performance and genuine operational scalability. Revenue more than doubled,
EBITDA increased significantly, and the business returned to profitability,
underpinned by a disciplined and capital-efficient platform.
"B90 today operates as a performance marketing and MarTech business built on
an AI-driven platform. This is not an aspirational positioning, but a live,
production environment embedded across our daily operations, supporting
real-time optimisation, predictive decision-making and efficient deployment of
marketing capital. As we continually improve the effectiveness of this
platform for iGaming, we are also evaluating its application more broadly,
while continuing to grow a profitable, cash-generative business with a
scalable technology platform."
Financial Highlights
• Revenue increased to €7.2 million (2024: €3.5 million), more
than doubling year-on-year
• EBITDA increased to €1.1 million (2024: €0.66 million), an
increase of 66%
• Profit after tax of €0.4 million, compared with a loss of
€1.7 million in 2024, marking a return to profitability
• Cash increased to €1.0 million at year end (2024: €0.4
million)
• Working capital improved from negative to positive during the
year
Strategic and Operational Highlights
• Continued execution of B90's technology-led, capital-light
performance marketing model
• AI, automation and machine learning further embedded across
operations, supporting real-time optimisation, predictive analytics and
efficient deployment of marketing capital
• Continued expansion of the Group's B2B partner base and scaling
of pay-per-click customer acquisition activity across international markets
• Progress in positioning B90 as an AI-driven performance
marketing and MarTech platform, with increasing scope to deploy capabilities
into adjacent high-intent sectors over time
• Ongoing development of owned media assets and repositioning of
Bet90.com to diversify traffic sources, strengthen data insights and enhance
monetisation opportunities
• Separation of Chairman and Chief Executive Officer roles
completed post period end, strengthening governance in line with the Group's
development
Platform Scalability and Growth Strategy
• Focused on the systematic deployment of existing platform
capabilities, representing a natural progression of a platform already
operating at scale
• Priorities include expansion into additional verticals,
engagement with third-party customers and increasing contribution from more
predictable, repeatable software-driven revenue streams over time
• Continued enhancement of disclosure around technology, use cases
and commercial progress as the platform develops
Current Trading and Outlook
Trading since the start of the new financial year has remained in line with
management expectations, supported by continued expansion of the Group's B2B
partner base and ongoing optimisation of its AI-driven marketing platform. The
Group continues to benefit from a scalable, automated operating model that
supports growth without a commensurate increase in overheads, while
maintaining disciplined control over costs and operational execution.
Advances in artificial intelligence and automation are expected to further
enhance campaign efficiency and support continued growth. In addition, the
global sports calendar in 2026 is anticipated to provide favourable market
conditions, with major events historically driving increased customer
acquisition activity across the industry.
Commenting on outlook, Ronny Breivik added:
"Trading in the new financial year has remained in line with management
expectations and we continue to see strong opportunity ahead. As operators
place increasing emphasis on efficient, data-led customer acquisition, B90's
technology-driven platform and performance-led approach position the Group
well for continued progress.
"Advances in automation, continued development of our owned media assets and
favourable market conditions support our confidence in the outlook. Management
remains focused on scalable growth, operational discipline and the continued
development of the Group's technology-led platform, with the objective of
delivering sustainable long-term value for shareholders."
-ends-
For further information please visit www.b90holdings.com
(http://www.b90holdings.com) or contact:
B90 Holdings plc (via Rosewood)
Ronny Breivik, Chief Executive Officer
Marcel Noordeloos, Chief Financial Officer
Strand Hanson Limited (Nominated Adviser) +44 (0)20 7409 3494
James Harris / Richard Johnson
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
CHAIR'S STATEMENT
I am delighted to present B90 Holdings PLC's Annual Report for the year ended
31 December 2025, which marked a defining phase in the Group's evolution as a
scalable, tech-driven digital marketing platform focused on customer
acquisition within the global iGaming industry.
Introduction
During 2025, B90 moved decisively beyond its earlier transformation phase and
established itself as a lean, profitable and highly automated
business-to-business marketing group. The separation of the Chairman and Chief
Executive Officer roles, announced after the period end in early 2026,
reflects both the increasing maturity of the Company and our commitment to
strengthening governance in line with best practice for a London AIM-listed
business.
The broader iGaming environment continues to evolve rapidly. Operating in the
sector at this juncture represents a highly rewarding and strategically
compelling opportunity for our organisation. Advances in artificial
intelligence, automation and data analytics are reshaping how operators
acquire and retain customers, accelerating the shift toward performance-based
marketing models. Across the sector, AI-enabled targeting, personalisation and
campaign optimisation are becoming core competitive differentiators, enabling
smaller highly specialist platforms like us to scale efficiently without
significant increases in overheads.
At the same time, regulatory change remains a constant feature of the
industry. The UK Government's decision to increase gambling duties during the
year has created uncertainty for some operators; however, as B90 generates its
revenues from international partners which are outside the UK, these changes
have had no direct impact on our business model or on our financial outlook.
By focusing on global marketing services that are indispensable to the
industry, rather than operating gaming platforms, the Group maintains a
capital-light structure with limited regulatory exposure compared to
traditional operators.
Global market dynamics also remain highly rewarding. The online gambling
market continues to expand, driven by mobile adoption, digital engagement and
increased regulatory clarity across key jurisdictions. Industry forecasts
suggest sustained growth through the end of the decade, underpinned by data
analytics, immersive experiences and evolving customer acquisition strategies.
Within this context, B90's position as a niche, specialist performance
marketing business has become increasingly important to operators as they
navigate rising compliance costs, advertising restrictions and competitive
acquisition channels. They are placing greater emphasis on efficient, data-led
partnerships that deliver measurable return on investment, and the Board
believes that this structural shift supports long-term demand for the Group's
services.
Strategic Progress
The Group's strategy during 2025 centred on scaling a highly automated
marketing platform built around pay-per-click ("PPC") customer acquisition,
owned media assets and long-term B2B partnerships. Increased deployment of
automation and machine learning has enabled the Company to expand activity and
strengthen campaign efficiency while maintaining a disciplined cost base and
improving operational leverage.
This approach reflects broader industry trends. Marketing spend across the
global gambling sector remains substantial, with operators increasingly
relying on digital channels and affiliate relationships to reach players in
regulated markets. At the same time, the growing complexity of acquisition
channels has reinforced the value of specialist partners capable of navigating
performance marketing efficiently.
As a result, the Company delivered strong revenue growth and EBITDA expansion
during the year, while maintaining a focus on operational cash generation and
disciplined capital allocation. The Board believes that this scalable
operating model positions B90 to benefit from long-term structural growth in
digital gaming marketing, without the balance-sheet risks typically associated
with operating gaming platforms directly.
Market Environment and Outlook
Looking ahead, 2026 is expected to be an important year for the global sports
calendar, including the 2026 FIFA World Cup, with major international
tournaments historically driving increased engagement, betting activity and
first-time customer acquisition across the industry. Events of this scale
typically accelerate demand for performance marketing and create favourable
conditions for technology-led affiliate platforms.
The sector is also entering a period of consolidation and strategic
repositioning as operators adapt to evolving regulation and rising acquisition
costs. The rapidly changing tech landscape will remain a defining theme,
continually reshaping how marketing campaigns are executed and measured.
Smaller, agile marketing businesses with strong data capabilities are well
placed to capture opportunities within this environment. The nimbleness also
allows them to continue to transition to next-generation technologies.
Against this backdrop, B90's positioning as a specialised digital marketing
partner, rather than a gaming operator, continues to provide resilience and
flexibility. Our international partner base, disciplined operating model and
focus on AI enable us to remain adaptable in a changing regulatory and
competitive landscape.
Summary
2025 has been a year of significant progress for B90 Holdings PLC. The Group
has demonstrated that a focused, technology-driven marketing platform can
deliver profitable growth while maintaining a lean operational structure. The
Board remains confident that continued investment in automation, partner
relationships and scalable infrastructure will support further expansion in
the years ahead.
On behalf of the Board, I would like to thank our shareholders, partners and
employees for their continued support as we enter the next phase of B90's
development.
Andy McIver
Chair
CHIEF EXECUTIVE OFFICER STATEMENT
Introduction
2025 marks a defining year for B90. We have demonstrated that our
technology-led and highly automated model can deliver both strong financial
performance and genuine operational scalability. Revenue more than doubled,
EBITDA increased significantly, and the business returned to profitability,
underpinned by a disciplined and capital-efficient platform.
B90 today operates as a performance marketing and MarTech business built on a
proprietary AI-driven platform. This is not an aspirational positioning, but a
live, production environment embedded across our daily operations, supporting
real-time optimisation, predictive decision-making and efficient deployment of
marketing capital.
The iGaming sector has provided a highly competitive, data-rich environment in
which to develop and validate these capabilities. It remains an important and
profitable part of the Group, while also serving as a proving ground for our
technology. Having established the effectiveness of our platform in this
vertical, we are now focused on extending its application more broadly.
Our strategy is centred on the systematic deployment of these capabilities
across additional sectors. This is not a step-change in direction, but a
natural progression of a platform that is already operating at scale. Our
priorities are to expand into new high-intent markets, engage third-party
customers and, over time, increase the contribution of more predictable,
repeatable software-driven revenue streams.
We recognise that the market will look for clear evidence of scalability,
external adoption and revenue quality in assessing this evolution. As such, we
will continue to enhance disclosure around our technology, use cases and
commercial progress as the platform develops. B90 today is a profitable,
cash-generative business with a scalable technology platform. Our focus is on
disciplined execution, extending the reach of that platform and delivering
sustainable long-term value for shareholders.
Operating Review
2025 marked a defining year for B90 Holdings PLC as the Group moved decisively
beyond its transition phase and advanced as a scalable, technology-driven
digital marketing platform serving the global iGaming industry. Our priority
throughout the year was to demonstrate that this model could deliver
consistent, high-quality customer acquisition for our global partners and
build in the latest AI business tools that continue to reshape the marketing
landscape. We have done exactly that.
Following the separation of the Chairman and Chief Executive Officer roles, my
focus for 2026 is to accelerate operational execution, further strengthen our
technology capabilities and reinforce the Group's position as a specialist
performance marketing partner.
Technology-Led Growth
B90 operates as a digital marketing and affiliate business, delivering
data-driven customer acquisition services to gaming operators worldwide.
Digital marketing is now an indispensable part of the gaming ecosystem,
without which the industry cannot function.
Unlike traditional gambling companies, the Group does not take player risk or
operate betting platforms. Instead, we provide scalable marketing
infrastructure through a combination of pay-per-click ("PPC") operations,
owned media assets and long-term B2B partnerships. One of our main advantages
is the consistent nature of our revenue generation, while the other actors in
our sector operate more volatile models.
Artificial intelligence, automation and machine learning are now deeply
embedded within our operational framework, and the starting point of our
offering. These technologies are no longer being tested or experimented with.
They are business-critical and support real-time campaign optimisation,
predictive analytics and efficient traffic monetisation, enabling the business
to grow without a corresponding increase in fixed costs. This transformational
automation-led approach continues to enhance operational leverage, allowing us
to deploy marketing capital selectively while maintaining strict cost
discipline.
While our core focus remains the global gambling sector, where performance
marketing expertise is critical, the underlying technology and operating model
are transferable and could, over time, be applied across other industries that
rely on high-value digital customer acquisition.
Market Position and Investment Case
The Group occupies a distinct position within the public markets. For
investors seeking exposure to the growth of digital marketing within the
iGaming ecosystem, there are relatively few AIM-listed opportunities, with
most comparable businesses operating at significantly larger scale within the
FTSE indices. B90 therefore offers a differentiated investment proposition: a
capital-light, technology-led marketing platform with exposure to sector
growth dynamics while maintaining a lower regulatory risk profile than
traditional operators.
Across the industry, operators continue to face rising acquisition costs and
evolving regulatory frameworks, reinforcing demand for specialist affiliate
partners capable of delivering efficient, measurable customer acquisition. Our
niche positioning, combined with a lean cost base and data-driven execution,
position us favourably within this competitive environment.
Operational Progress
During the year, we continued to scale our automated PPC engine, expanding
activity across international markets and strengthening relationships with an
increasing number of B2B partners. AI-driven optimisation has improved
campaign efficiency and enabled the Group to increase lead volumes while
maintaining control over customer acquisition costs. This has also further
enhanced the predictability and scalability of our marketing outcomes across
both established and emerging markets.
The Group has initiated plans to refresh and reposition Bet90.com, with the
aim of enhancing its effectiveness as an affiliate asset through targeted
marketing initiatives, improvements to user experience and the development of
monetisation strategies. These initiatives are expected to support future
performance and we continue to focus on execution. Their success remains
dependent on execution, market conditions and the competitive landscape. With
regard to the bet90.com brand, an increase the anticipated returns on
marketing investment may take longer than expected to materialise.
The Group's owned brands continue to complement its highly scalable
pay-per-click ("PPC") acquisition channel by contributing additional lead
sources and providing data insights. However, the performance of these brands
is subject to a number of uncertainties, including changes in search engine
algorithms, regulatory developments in key markets, and evolving customer
acquisition costs. These factors could have an impact on traffic volumes,
conversion rates and overall profitability of the brands themselves.
Our integrated approach, combining scalable paid acquisition with owned media
assets, builds out the resilience of our model and further supports long-term
margin expansion.
Technology and Innovation
Technology continues to sit at the core of our competitive advantage. Our
internal systems are designed around target optimisation, traffic quality
monitoring and enhanced partner returns, while reducing operational
complexity.
We were early adopters of machine learning tools, and during 2025 we further
enhanced our data capabilities to support real-time decision-making and
improved monetisation strategies. The continued integration of AI across
marketing workflows is expected to remain a key driver of efficiency and
scalability in the years ahead. We continue to adopt the latest advances in
AI, now an embedded practice within the business.
Current Trading and Outlook
Trading since the start of the new financial year has remained in line with
management expectations, supported by continued expansion of the Group's B2B
partner base and ongoing optimisation of its AI-driven marketing platform. The
business continues to benefit from a scalable, automated operating model that
allows marketing activity to be deployed selectively while maintaining strict
control over costs and operational execution.
Looking ahead, the Group expects advances in artificial intelligence and
automation to enhance campaign efficiency and support continued growth without
a commensurate increase in overheads.
As operators place increasing emphasis on efficient, data-led customer
acquisition, B90's technology-driven platform and performance-led approach
cements the Group as a partner of choice. The global sports calendar in 2026
is anticipated to provide favourable market conditions for gaming, with major
events historically driving increased customer acquisition activity across the
industry.
Alongside this, the ongoing repositioning of Bet90.com and the continued
development of the Group's owned media assets are expected to diversify
traffic sources, strengthen data insights and enhance monetisation
opportunities. While regulatory and competitive dynamics across the iGaming
sector continue to evolve, the Group's capital-light affiliate model,
international partner base and disciplined approach to marketing investment,
position B90 well to build on the progress achieved during 2025.
Management continues to drive scalable growth, operational discipline and the
continued development of the Group's technology-led platform, with the
objective of delivering sustainable long-term value for shareholders.
Ronny Breivik
Chief Executive Officer
CHIEF FINANCIAL OFFICER'S REVIEW
Financial Review
The Group delivered a significantly strengthened financial performance during
the year ended 31 December 2025, reflecting the continued scaling of its
technology-led B2B marketing model, disciplined cost control and improved
operational leverage.
This has resulted in a strong increase in EBITDA:
2025 2024
€ €
Net Profit/(loss) 394,454 (1,701,414)
Amortisation & Depreciation 543,141 763,932
Impairments - 1,398,107
Stock option expense 181,440 219,769
Tax (13,000) (14,083)
EBITDA 1,106,035 666,311
Revenue for the year increased materially to €7.2 million, compared with the
prior period (€3.5 million), driven by the expansion of pay-per-click
("PPC") activity, improved monetisation across affiliate partnerships and the
continued development of the Group's owned media assets. The shift toward a
fully focused B2B marketing strategy has enabled the Group to generate
higher-quality, more predictable revenue streams while reducing operational
complexity and risk exposure associated with legacy B2C activities.
A key milestone during the year was the delivery of EBITDA of €1.1 million,
demonstrating the scalability of the Group's automated marketing platform. The
improvement reflects both increased revenue generation and the continued
benefits of a streamlined cost structure following the strategic repositioning
of the business. Automation, AI-driven campaign optimisation and disciplined
allocation of marketing expenditure have supported margin expansion and
enhanced operating efficiency.
The Group reported a profit after tax of €0.4 million for the year (2024:
loss of €1.7 million), representing a significant improvement in underlying
financial performance. The prior year included impairment charges relating to
legacy assets, whereas 2025 reflects a cleaner operational base and a more
focused strategic direction.
Administrative expenses remained tightly controlled, supported by the Group's
lean organisational structure and increasing use of automation across
marketing and operational processes. Depreciation and amortisation charges
declined compared with the previous year, reflecting the absence of impairment
charges and the maturing profile of certain intangible assets.
The balance sheet strengthened over the course of the year, with working
capital improving from a negative position at the end of 2024 to a positive
position at the end of 2025. This improvement reflects stronger trading
performance, improved cash generation and continued focus on managing
liabilities and operational expenditure. The Group ended the year with a more
resilient financial profile, providing increased flexibility to support future
growth initiatives.
Cash management remains a central focus for the Board. Marketing spend
continues to be deployed selectively, supported by data-driven decision-making
and clear return-on-investment metrics. The capital-light nature of the
business model, combined with increasing levels of automation, allows the
Group to scale activity while maintaining financial discipline.
Overall, the financial performance for 2025 demonstrates the successful
execution of the Group's strategic transformation into a profitable,
technology-driven marketing platform. The Board believes that the current
operating model provides a strong foundation for continued revenue growth,
margin expansion and sustainable long-term value creation.
Marcel Noordeloos
Chief Financial Officer
Directors' Report
The Directors present the Company's report and consolidated financial
statements for the year ended 31 December 2025.
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 profit of
€0.4 million (2024: loss of €1.7 million). The Directors are proposing not
to pay a dividend for the year ended 31 December 2025 (2024: 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 arises where the Group may encounter difficulties in meeting
its financial obligations as they fall due. The Group manages this risk by
maintaining sufficient cash reserves and monitoring cash flows and liquidity
positions on a regular basis, including the preparation of short- and
medium-term cash flow forecasts.
The Group's exposure to credit risk from receivables is limited, as it has
historically experienced low levels of uncollectible balances. This reflects
the nature of its customer base and ongoing monitoring of outstanding
receivables. Where appropriate, the Group performs credit assessments of
counterparties and actively manages collection processes to minimise overdue
balances.
While liquidity risk is currently considered low, any deterioration in trading
performance, delays in customer payments or changes in market conditions could
impact the Group's ability to generate sufficient cash flows to meet its
obligations.
Reliance on third party systems and monitoring tools
The Group operates in a technology-driven environment and is therefore exposed
to a number of operational and external risks. These include information
technology and cyber security risks, the potential failure of systems and
internal controls, and changes to search engine algorithms which may affect
traffic acquisition and performance. In addition, the Group relies on a number
of third-party monitoring tools and platforms to support its operations, as
well as on customers maintaining effective internal controls in areas such as
tracking, reporting and compliance.
To mitigate these risks, the Group maintains appropriate IT security measures,
including access controls with two factor authentications. Systems and
processes are subject to ongoing monitoring and periodic review to support
their reliability and effectiveness. The Group seeks to diversify its traffic
sources and continuously monitors search engine developments in order to
respond to algorithm changes. Relationships with key third-party providers are
actively managed, with performance and reliability monitored on an ongoing
basis. However, there can be no assurance that such measures will fully
mitigate these risks, and any failure in systems, third-party tools or
customer controls could have an adverse effect on the Group's operations,
financial performance and results.
Large wins by customers
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, generally described as "VIP Players". These are
loyal players that regularly deposit high amounts on the partner websites.
These deposit levels vary per country and are typically the top 5% of the
players making regular deposits. 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 commission revenues (revenue share
portion) 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 the Group's 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. However, 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. The
Group monitors its exposure to individual currencies on an ongoing basis and
seeks, where practicable, to align the currency of revenues and costs to
create a natural hedge. Cash balances held in foreign currencies are kept to a
minimum where possible, and conversion into Euros is performed on a timely
basis.
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 2025.
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. The Group's exposure to credit risk is influenced by the financial
stability and payment behaviour of these counterparties. While the customer
base includes a number of established operators, there may be a degree of
concentration risk where revenues are generated from a limited number of key
customers.
The Group manages this risk through ongoing monitoring of receivable balances,
reviewing the creditworthiness of counterparties, and maintaining regular
contact with customers to ensure timely collection. Historical default levels
have been low, and the Group has not experienced significant credit losses to
date. Nevertheless, any deterioration in the financial position of key
customers or delays in settlement could adversely impact the Group's cash
flows and liquidity position.
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 2025, following the Group's strategic turn‑around initiated at the
end of 2023, the Group delivered a strong improvement in financial
performance. Revenues increased from €3.5 million to €7.2 million, while
EBITDA increased from €0.66 million in 2024 to €1.1 million in 2025. The
Group's cash position also strengthened, moving from €0.4 million at 31
December 2024 to €1.0 million at 31 December 2025.
In adopting the going concern basis of preparation in the financial
statements, the Directors have considered the current trading performance of
the Group, the financial forecasts and the principal risks and
uncertainties.
The Group's forecasts are dependent on the continued growth in revenues, which
by their nature involve a degree of uncertainty. Based on the Group's
available cash resources and the forecast headroom, including under sensitised
downside scenarios, the Directors consider that the Group and the Company is
well positioned to manage the risks and uncertainties they face. As part of
the assessment, the Directors have also considered a liability relating to
legacy operations dating back a few years. This liability remains subject to
uncertainty regarding the timing and amount of any potential settlement.
Accordingly, the Directors have recognised a best estimate of €0.6 million
based on the information currently available. While the Directors do not
currently expect that this obligation will crystallise in a manner that would
adversely impact the Group's liquidity position, there is a risk that the
creditor could seek repayment at short notice. The Directors have exercised
judgement in concluding that the liability could be repayable in the going
concern period, in such circumstances, this could place pressure on the
Group's cash resources.
The Group's cash flow forecast does not assume an immediate outflow in respect
of this liability; however, the Directors have considered mitigating actions
available to the Group, including cash management measures and cost mitigation
measures potential funding alternatives. Notwithstanding these mitigating
factors, the existence of this liability, together with the uncertainty
surrounding the timing of future revenues, represents a material uncertainty
that may cast significant doubt on the Group's ability to continue as a going
concern.
Whilst acknowledging these uncertainties, the Directors remain confident that
the current strategy will allow the Group to expand its operations and
continue to generate a positive operational cash flow and is confident that,
if needed, it will 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
On 9 February 2026, the Company announced that Andy McIver, one of the Group's
independent Non-Executive Director of the Company, assumed the role of
independent Non-Executive Chairman. On the same day, Ronny Breivik
transitioned to the role of Chief Executive Officer, having previously
combined executive leadership responsibilities with the position of Chairman.
Director's interests
The following Directors held shares and share options as at 31 December 2025:
Number of shares held Number of options Exercise Date of grant Vesting period
Price (£) of options of options
Andrew McIver 805,555 750,000 0.050 27 October 2023 1-4 years
Andrew McIver - 1,500,00 0.030 30 June 2025 1-4 years
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
Ronny Breivik - 6,000,000 0.030 30 June 2025 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
Marcel Noordeloos - 6,000,000 0.030 30 June 2025 1-4 years
Mark Rosman 23,419,019 3,000,000 0.130 1 October 2021 1-4 years
Mark Rosman - 3,000,000 0.030 30 June 2025 1-4 years
Martin Fleisje 196,806 750,000 0.062 18 April 2023 1-4 years
Martin Fleisje - 1,000,000 0.030 30 June 2025 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.
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 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. 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 Audit, who were reappointed at the 2025
Annual General Meeting and will be proposed to be reappointed at the 2026
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. 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 process 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.
Reliance on third party systems and monitoring tools
The Group operates in a technology-driven environment and is therefore exposed
to a number of operational and external risks. These include information
technology and cyber security risks, the potential failure of systems and
internal controls, and changes to search engine algorithms which may affect
traffic acquisition and performance. In addition, the Group relies on a number
of third-party monitoring tools and platforms to support its operations, as
well as on customers maintaining effective internal controls in areas such as
tracking, reporting and compliance.
To mitigate these risks, the Group maintains appropriate IT security measures,
including access controls with two factor authentications. Systems and
processes are subject to ongoing monitoring and periodic review to support
their reliability and effectiveness. The Group seeks to diversify its traffic
sources and continuously monitors search engine developments in order to
respond to algorithm changes. Relationships with key third-party providers are
actively managed, with performance and reliability monitored on an ongoing
basis. However, there can be no assurance that such measures will fully
mitigate these risks, and any failure in systems, third-party tools or
customer controls could have an adverse effect on the Group's operations,
financial performance and results.
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 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 has adopted the Quoted Companies Alliance Corporate
Governance Code 2023 (the "QCA Code 2023"). The Board recognises the ten
principles of the QCA Code 2023, which focus on the creation of long-term
value for shareholders, supported by appropriate governance structures,
stakeholder engagement and risk management.
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 purpose, 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 the Principal activities and
review of the business).
Principle 2 - 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 3 - 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.
Principle 4 - Take into account wider stakeholder and social and environmental
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 5 - Embed effective risk management, internal controls and assurance
activities, 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 Group's risk management
framework includes the identification, assessment and monitoring of principal
risks, including information technology and cyber security risks, reliance on
third-party platforms and tools, regulatory developments and changes in search
engine algorithms. Mitigating actions are implemented where appropriate and
reviewed periodically by the Board. While the Group operates with a relatively
lean structure, it seeks to maintain proportionate controls and relies, where
appropriate, on external service providers and advisers to support risk
management and compliance activities.
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.
The Group has established and Audit Committee, of which the composition is as
follows:
- Martin Fleisje (Chairman)
- Andrew McIver
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. The Audit Committee
supports this process through regular discussions with management and the
external auditor, including reviewing the scope, findings and effectiveness of
the audit.
● 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 has considered the need for an internal audit function and
has concluded that, given the current size and complexity of the Group, it is
not proportionate to establish one. Instead, the Group relies on a combination
of management oversight, external advisers and existing control procedures.
This position is reviewed periodically.
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 Audit, 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.
Principle 6 - Establish and 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.
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 2025 the Board held eleven (11) 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 7 - Maintain appropriate governance structures and ensure that
individually and collectively 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:
Andrew McIver (Non-executive Chairman):
Andrew (aged 62), Non-Executive Director and appointed Non-Executive Chairman
on 9 February 2026, 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.
Ronny Breivik (Chief Executive Officer)
Ronny (aged 52) 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 57) 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 59), 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 45), 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.
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 8 - Evaluate Board performance based on clear and relevant
objectives, seeking continuous improvement
Given the current size and stage of development of the Group, the Board has
not implemented a formal external evaluation process. Instead, Board
performance is assessed on an ongoing basis through regular Board discussions,
review of strategic progress and the contribution of individual Directors. The
Board will keep this under review and intends to introduce a more formal
evaluation process as the Group continues to grow.
Principle 9 - Establish a remuneration policy which is supportive of long-term
value creation and the company's purpose, strategy and culture.
The Board has established a remuneration committee, of which the composition
is as follows:
- Mark Rosman (Chairman)
- Andrew McIver
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 key 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 primary points of contact for shareholder engagement are
Ronny Breivik, CEO and Marcel Noordeloos, CFO.
Our Audit Committee Report is included in this Annual Report. Our Remuneration
Committee Report is also included in this Annual Report.
This report was authorised for issue by the Board on 5 May 2026.
Andrew McIver
Non-Executive Chairman, B90 Holdings PLC
5 May 2026
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, Martin Fleisje (Chairman) and
Andrew McIver.
The biographies of the Audit Committee members are in this annual report, as
well as on the Group'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 2025 and 2026
On 22 April 2025 the Audit Committee reviewed the financial statements for
year-end 31 December 2024.
On 19 September 2025 the Audit Committee reviewed the financial results of the
Company for the six months ended 30 June 2025.
The audit committee had the 2025 audit planning meeting with our external
auditors on 5 December 2025 and a completion audit committee call was held on
21 April 2026. On 21 April 2026 the Audit Committee reviewed the financial
statements for year-ended 31 December 2025.
External Auditors
The external auditors of the Company are S&W Audit. The appointment of
S&W Audit 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 2025 and for 2024 was as
listed in the table below:
2025 2024
Audit services €135,000 €140,000
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. Our auditors S&W Audit have not performed any non-audit
work during the year.
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.
--------------------------------
Martin Fleisje
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 subject to the full remuneration
reporting requirements applicable to companies listed on the Main Market of
the London Stock Exchange. However, the Board seeks to provide appropriate and
transparent disclosures on Directors' remuneration, having regard to
applicable regulations, market practice and the expectations of shareholders:
● 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 2025 are shown in this annual report. During the year, new options
were granted and the outstanding number of share options granted as per 31
December 2025 are shown in Note 17.
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.
---------------------------------
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 2025 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 financial statements, including material
accounting policy information. 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 2025 and of the group's profit for the year
then ended; and
· the financial statements have been 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 listed entities, 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 11 (2024: 12) reporting components, we subjected 6 (2024:6) 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 group revenue, 99%
of group profit before tax, and 100% of group net 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 2% and
25.4% in year 1, and cumulative annual revenue growth of 4.9% and 4.3% for
years 2-5 for Oddsen.nu and Emwys AB (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 Emphasis of matter section, 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 evaluated the design and implementation of relevant internal controls that
place pressure on management to distort revenue recognition. This gives rise the group uses to ensure the completeness, accuracy and timing of revenue
to a risk of overstatement of revenue to assist in meeting current targets or recognised.
expectations.
We performed substantive testing including:
Relevant disclosures in
· Performing detailed testing on a sample of revenue transactions,
the Annual Report & including agreement to third-party reports;
Accounts 2025: · For agency revenue, ensured that only the net amount was recognised
during the year by testing a sample of revenue transactions and agreeing this
to corresponding supporting documents.
Note 2: Material accounting policies; and Note 4: Segment reporting · For affiliate marketing revenues (including PPC revenue) where cash has
been received, we agreed to bank statements and remittances;
· Where revenue has not been agreed, we tested revenue by agreeing a
sample to third party platform reports and post year end receipts; 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 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 judgement is required in assessing the recoverable amount of
assets or CGUs where indicators of impairment exist, or of CGUs to which We performed substantive testing including:
goodwill has been allocated and which are subject to annual impairment testing
· Challenging management's assessment of the relevant CGUs with reference
in particular with reference to the guidance set out in IAS 36;
to forecasted · Considering the appropriateness and mathematical accuracy of the model
used to determine the recoverable amount of the Oddsen.nu and PPC assets CGUs;
growth rates and WACC.
· Considering historical trading performance by comparing both revenue
and operating profit of the group's CGUs with projected revenues and operating
profits;
Relevant disclosures in
· Assessing and challenging the appropriateness of the assumptions
the Annual Report & concerning:
Accounts 2025: o Revenue growth rates
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.
· Reviewing the financial statement disclosures for consistency with the
underlying accounting records and audited balances.
Materiality
The materiality for the financial statements was set at €252,000 (2024:
€280,000). 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% (2024: 3.5%) of the group's
net assets as presented on the face of the Consolidated Statement of Financial
Position. We have also applied a specific element materiality for revenue set
at €143,000 (2024: €70,000), in line with the prior year. 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 €176,000 (2024: €196,000), 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 €100,000 (2024: €49,000), 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
the Group's forecasts are dependent on the continued growth of revenue, which
by their nature involve a degree of uncertainty. Note 1 also describes the
existence of a liability of €0.6million where there is a risk that the
creditor could seek repayment at short notice. The Directors have exercised
judgement in concluding that the liability is repayable on demand and in such
circumstances, this could place pressure on the Group's cash resources. As
stated in note 1, the existence of this liability, together with the
uncertainty surrounding the timing of future revenues, represent a material
uncertainty that may cast significant doubt on the Group's ability to continue
as a going concern.
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:
· Challenging the assumptions used in the detailed budgets and forecasts
prepared by management;
· Considering historical trading performance by comparing recent growth
rates of both revenue and operating profit across the group's geographical and
market segments;
· Comparing the forecast results to those actually achieved in the 2026
financial period so far;
· Reviewing bank statements to monitor the cash position of the group
post year end, and obtaining an understanding of significant expected cash
outflows (such as capital expenditure) in the forthcoming 12-month period; and
· Considering the sensitivity of the assumptions and re-assessing
headroom after sensitivity.
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
& 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 & Accounts, other than the financial statements.
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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent
company and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent company,
or returns adequate for our audit have not been received from branches not
visited by us; or
· the parent company financial statements are not in agreement with the
accounting records and returns; or
· certain disclosures of directors' remuneration specified by law are not
made; or
· we have not received all the information and explanations we require
for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out
in this annual report, 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 with management concerning:
- their understanding of relevant laws and regulations;
- the 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 senior statutory auditor led a discussion with senior members of the
engagement team regarding the susceptibility of the entity'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.
These areas were communicated to the other members of the engagement team not
present at the discussion.
Overall, the senior statutory auditor was satisfied that the engagement team
collectively had the appropriate competence and capabilities to identify or
recognise irregularities.
A further description of our responsibilities is available on the FRC's
website at: www.frc.org.uk/auditorsresponsibilities
(http://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 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 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 company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
John Howarth, for and on behalf of
45 Gresham Street
S&W
Audit
London
Auditor
E2CV 7BG
Chartered
Accountants
5 May 2026
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended Year ended
31 December 2025 31 December 2024
Note € €
Revenue 4 7,151,380 3,521,834
Marketing and selling expense (3,436,820) (753,064)
Salary expense (1,708,421) (1,591,191)
Other administrative expense (1,081,544) (731,037)
Amortisation expense (543,141) (763,932)
Impairment expense (1,398,107)
-
Total administrative expenses (6,769,926) (5,237,331)
Operating profit/(loss) 381,454 (1,715,497)
Finance expense -
-
Profit/(loss) before tax 6 381,454 (1,715,497)
Taxation 7 13,000 14,083
Profit/(loss) for the period 394,454 (1,701,414)
-
Profit/(loss) per share attributable to equity holders of the Company
- Basic (in €) 8 0.0009 (0.0039)
- Diluted (in €) 8 0.0009 (0.0039)
The Notes form part of these financial statements in each case.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Year ended Year ended
31 December 31 December
2025 2024
Note
€ €
Non-current assets
Goodwill 9 1,913,600 1,913,600
Other intangible assets 10 4,619,209 5,162,350
Total non-current assets 6,532,809 7,075,950
Current assets
Accounts receivable 11 842,566 704,374
Cash and cash equivalents 12 967,383 364,259
Total current assets 1,809,949 1,068,633
Total assets 8,342,758 8,144,583
Equity and liabilities
Share capital 13 - -
Additional paid-in capital 14 41,170,466 41,170,466
Reverse asset acquisition reserve 15 (6,046,908) (6,046,908)
Retained earnings 16 (27,931,843) (28,507,737)
Total shareholders' equity 7,191,715 6,615,821
Non-current liabilities
Deferred tax liability 21 206,845 219,845
Total non-current liabilities 206,845 219,845
Current liabilities
Trade and other payables 18 944,198 1,308,917
Corporate income tax payable - -
Total current liabilities 944,198 1,308,917
Total equity and liabilities 8,342,758 8,144,583
Approved by the board on 5 May 2026 and signed on its behalf by:
Ronny Breivik
Chief Executive Officer
The Notes form part of these financial statements in each case.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Other reserves -
Reverse asset
Share capital Additional acquisition reserve Retained earnings Total
Paid in capital
€ € € € €
Balance as at 1 January 2024 - 41,110,393 (6,046,908) (27,026,092) 8,037,393
Result for the period - - (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
Result for the period - - - 394,454 394,454
Share based payments - - - 181,440 181,440
Balance as at 31 December 2025 - 41,170,466 (6,046,908) (27,931,843) 7,191,715
The Notes form part of these financial statements in each case.
CONSOLIDATED STATEMENT OF CASH FLOWS
31 December 31 December
2025 2024
€ €
Cash flows from operating activities
Operating Profit/(loss) 381,454 (1,715,497)
Adjustments for:
Share based payments 181,440 219,769
Impairments of intangible assets - 1,398,107
Amortisation of intangibles 543,141 763,932
Cash flow used in operations before working capital changes 1,106,035 666,311
(Increase)/decrease in trade and other receivables (138,191) (216,389)
Increase/(decrease) in trade and other payables (364,720) (929,851)
Cash flow used in operations 603,124 (479,929)
Tax (paid)/received - -
Cash flow used in operating activities 603,124 (479,929)
Cash flow from investing activities
Acquisition of intangible assets - -
Net cash outflow used in investing activities - -
Cash flow from financing activities
Proceeds of issue of new shares - 15,073
Net cash inflow used in financing activities - 15,073
Net increase/(decrease) in cash and cash equivalents 603,124 (464,856)
Cash and cash equivalents at start of period 364,259 829,115
Cash and cash equivalents at end of period 967,383 364,259
The Notes form part of these financial statements in each case.
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
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 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 2025, following the Group's strategic turn‑around initiated at the
end of 2023, the Group delivered a strong improvement in financial
performance. Revenues increased from €3.5 million to €7.2 million, while
EBITDA increased from €0.66 million in 2024 to €1.1 million in 2025. The
Group's cash position also strengthened, moving from €0.4 million at 31
December 2024 to €1.0 million at 31 December 2025.
In adopting the going concern basis of preparation in the financial
statements, the Directors have considered the current trading performance of
the Group, the financial forecasts and the principal risks and
uncertainties.
The Group's forecasts are dependent on the continued growth in revenues, which
by their nature involve a degree of uncertainty. Based on the Group's
available cash resources and the forecast headroom, including under sensitised
downside scenarios, the Directors consider that the Group and the Company is
well positioned to manage the risks and uncertainties they face. As part of
the assessment, the Directors have also considered a liability relating to
legacy operations dating back a few years. This liability remains subject to
uncertainty regarding the timing and amount of any potential settlement.
Accordingly, the Directors have recognised a best estimate of €0.6 million
based on the information currently available. While the Directors do not
currently expect that this obligation will crystallise in a manner that would
adversely impact the Group's liquidity position, there is a risk that the
creditor could seek repayment at short notice. The Directors have exercised
judgement in concluding that the liability could be repayable in the going
concern period, in such circumstances, this could place pressure on the
Group's cash resources.
The Group's cash flow forecast does not assume an immediate outflow in respect
of this liability; however, the Directors have considered mitigating actions
available to the Group, including cash management measures and cost mitigation
measures potential funding alternatives. Notwithstanding these mitigating
factors, the existence of this liability, together with the uncertainty
surrounding the timing of future revenues, represents a material uncertainty
that may cast significant doubt on the Group's ability to continue as a going
concern.
Whilst acknowledging these uncertainties, the Directors remain confident that
the current strategy will allow the Group to expand its operations and
continue to generate a positive operational cash flow and is confident that,
if needed, it will 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
Commissions are generated through two primary acquisition channels:
(i) customers acquired via the Group's owned and
operated website ("Oddsen"), where traffic is generated organically through
visitors of the site; and
(ii) customers acquired through paid digital marketing
activities, primarily via pay-per-click (PPC) campaigns, where the Group
incurs marketing spend to direct traffic to partner operators.
In both 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. Customers typically pay a fixed
fee per acquired player and a revenue share of players losing their bets. 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.
Agency revenue
In some cases, the Company acts as an agent for third party marketing, where
the Group facilitates the placement of marketing on third-party marketing
platforms. The Group does not control the underlying marketing, as the
third-party partners are responsible for monitoring the marketing services and
bear the primary responsibility for their fulfilment.
Accordingly, management has concluded that the Group acts as an agent in these
transactions in accordance with IFRS 15. Where the Group acts as an agent,
revenue is recognised in the amount of the net margin the Group has earned.
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. Historically, deferred tax
assets were not recorded, however, as the Group is now profitable, the Group
will record a deferred tax asset where it is deemed necessary.
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
PPC
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
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
a) The following new and amended IFRS standards and Interpretations
effective for the financial year beginning on or after 1 January 2025 have
been adopted:
· IAS 21 - The effects of Changes in Foreign Exchange Rates. Lack
of exchangeability.
The adoptions of this Standards and Interpretations has not had any material
impact on the disclosures or on the accounts reported in these financial
statements.
b) Effective for periods beginning on or after 1 January 2026
· IFRS 9 - Financial Instruments: classifications and measurements of
Financial Instruments
· IFRS 7 - Financial Instruments: Disclosures
· Annual improvements to IFRS Accounting standards - Volume 11
· IFRS 18 - Preparation and Disclosure in Financial Statements
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 2025 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.
Contract assets:
In the Group's marketing activities, revenue is earned over time as marketing
campaigns are delivered and performance obligations are satisfied. Invoicing
to customers is typically performed after the end of the reporting period
based on actual marketing spend and agreed commission arrangements.
Where services have been performed prior to period-end but invoicing occurs
subsequently, the Group recognises a contract asset for the earned but
unbilled revenue. As the Group acts as an agent in these arrangements,
contract assets are recognised only for the net amount of consideration to
which the Group expects to be entitled (i.e. its commission or margin).
Contract assets are reclassified to trade receivables when invoices are issued
and the right to consideration becomes unconditional. Contract assets are
assessed for impairment in accordance with IFRS 9 using the expected credit
loss model, consistent with the Group's policy for trade receivables.
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:
2025 2024
€ €
Affiliate marketing commissions 6,559,067 3,208,496
Agency revenue 363,520 -
White labelled online sportsbook and casino 228,793 313,338
Total 7,151,380 3,521,834
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:
For 2025:
Cash based Share based payments Total
salary Remuneration 2025
€ € €
Ronny Breivik 237,350 47,151 284,501
Marcel Noordeloos 228,000 47,639 275,639
Mark Rosman 50,400 37,182 87,582
Martin Fleisje 18,000 8,368 26,368
Andrew McIver 54,000 12,425 66,425
Total 587,750 152,765 740,515
For 2024:
Cash based Share based payments Total
salary Remuneration 2024
€ € €
Ronny Breivik 229,200 55,487 284,687
Marcel Noordeloos 198,000 58,412 256,412
Mark Rosman 50,400 55,487 105,887
Martin Fleisje 18,000 9,293 27,293
Andrew McIver 54,000 13,929 67,929
Total 549,600 192,608 742,208
Note 6: Profit/(loss) for the year
Profit/(loss) before taxation is stated after charging/(crediting):
Year ended Year ended
31 December 2025 31 December 2024
€ €
Amortisation of intangibles 543,141 763,932
Impairment of intangible asset and goodwill - 1,398,107
Short term lease expense 11,106 16,300
Share based payment charge 181,440 219,769
Foreign exchange losses/(gains) (6,688) (6,689)
Audit fees 135,000 140,000
Note 7: Taxation
Year ended Year ended
31 December 2025 31 December 2024
€ €
Profit/(loss) before tax 394,454 (1,715,497)
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 - -
Release of deferred tax liability relating to acquisition 13,000 14,083
Tax credit 13,000 14,083
The tax credit is a release from the deferred tax liability, recorded at the
time of the acquisition of Oddsen in 2021. The deferred tax liability is
amortised over the same period as the intangible asset recognised (20 years).
Note 8: Earnings per share (basic and diluted)
Year ended Year ended
31 December 2025 31 December 2024
€ €
Earnings
Earnings for the purposes of basic and diluted earnings per share, being net
profit/(loss) after tax attributable to equity shareholders
381,454 (1,715,497)
Number of shares
Weighted average number of ordinary shares for the purposes of: 440,814,739 439,782,993
Basic earnings per share
Diluted earnings per share 440,814,739 439,782,993
Basic profit/(loss) per share (in €) 0.0009 (0.0039)
Diluted profit/(loss) per share (in €) 0.0009 (0.0039)
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 profit/(loss) incurred in each
period.
Note 9: Goodwill
Goodwill
€
Cost
At 1 January 2024 1,913,600
Additions -
Impairments -
At 31 December 2024 1,913,600
Additions -
Impairments -
At 31 December 2025 1,913,600
Net Book Value
At 1 January 2024 1,913,600
At 31 December 2024 1,913,600
At 31 December 2025 1,913,600
Goodwill
Goodwill arose following the acquisition of Oddsen.nu in 2021.
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 2024 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
Additions - - - - -
Disposals - - - - -
At 31 December 2025 361,600 3,892,500 3,600,000 1,997,299 9,851,399
Amortisation
At 1 January 2024 (214,163) (1,763,391) (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) (1,883,341) (510,000) (1,997,299) (4,689,049)
Charge for the period (63,187) (119,950) (360,000) - (543,137)
Disposals - - - - -
Impairments - - - - -
At 31 December 2025 (361,600) (2,003,291) (870,000) (1,997,299) (5,232,186)
Net Book Value
At 1 January 2024 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
At 31 December 2025 - 1,889,209 2,730,000 - 4,619,209
Customer database
The Customer database relates to the acquisition of the Oddsen.nu operations
in September 2021. The data was amortised over 4 years and was fully amortised
at the end of 2025.
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
2024 and 2025.
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 2025 amounts to €1,889,209 (2023:
€2,009,163) and has a remaining estimated lifetime of 15.75 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 results of the white label setup, the
Company has recorded a full impairment in 2024 on the intangible assets
recorded, resulting in a book value of nil at the end of 2024 and 2025.
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 2025 therefore have 7.5
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 1,889,209 - 2,730,000 4,619,209
Other non-current assets - - - -
CGU Carrying value at 31 Dec 2025 3,802,809 - 2,730,000 6,532,809
CGU Carrying value at 31 Dec 2024 3,985,950 - 3,090,000 7,075,950
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 2025, of €3.8 million (2024: €4.0 million) and €2.7 million
(2024: €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 2025
Oddsen.nu 13.0% 2% 4.9% 2%
PPC assets 15,1% 25.4% 4.3% 2%
At 31 December 2024
Oddsen.nu 13.0% 0% 5.9% 2%
PPC assets 13.5% 61.9% 11.4% 2%
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 2.2% and a reduction in this CAGR to -3.0% 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 16.6% 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 22% and a reduction in this CAGR to 1.3% 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 46.5% would result
in the recoverable amount equalling the carrying value.
No impairments were required for the PPC asset and Oddsen asset for the year
2025. 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 2025 31 December 2024
€ €
VAT receivables 10,840 19,772
Accounts receivable 314,767 358,439
Contract assets 455,812 318,132
Other receivables and prepayments 61,147 8,031
Total 842,566 704,374
Trade receivables represent amounts due from customers where revenue has been
recognised and the Group has an unconditional right to consideration. Contract
assets represent the Group's right to consideration in exchange for services
that have been transferred to customers but where the right to payment is
conditional on factors other than the passage of time, including the
completion of performance obligations or customer acceptance.
Movements in trade receivables and contract assets are primarily driven by the
timing of revenue recognition and invoicing, as well as the timing of cash
collection. Contract assets are typically reclassified to trade receivables
when the Group obtains an unconditional right to consideration.
Credit risk arises when a failure by counterparties 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 services are provided 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 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 has a limited number of customers,
typically operating under agreed credit terms.
Impairment
A provision for impairment of trade receivables and contract assets is
established using an expected credit loss model. Expected losses are
calculated using a provision matrix based on estimated lifetime default rates
and loss given default. No impairment charge has been recognised for the year
ended 31 December 2025 (€nil for the year ended 31 December 2024),
reflecting the Group's historical experience of low credit losses.
Note 12: Cash and cash equivalents
Year ended Year ended
31 December 2025 31 December 2024
€ €
Cash held in current accounts 858,922 255,798
Cash held in wallets 108,461 108,461
Total 967,383 364,259
Note 13: Share capital
Year ended Year ended
31 December 2025 31 December 2024
€ €
Allotted, called up and fully paid
440,814,739 (2024: 440,814,739 ) Ordinary shares - -
Par value of the shares nil nil
Note 14: Additional paid in capital
Additional paid in capital represents amounts subscribed for share capital in
excess of par value.
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 2025 Granted in the year Cancelled, lapsed or forfeited in the year Exercised in the year Existing at 31 December 2025 Exercisable at 31 December 2025 Expiration date
Options
17 Mar 2021 5p 6,150,000 - - - 6,150,000 6,150,000 16 March 2026
1 Oct 2021 13p 13,505,000 - - - 13,505,000 13,505,000 30 Sept 2026
21 June 2022 5p 2,000,000 - - - 2,000,000 1,500,000 20 June 2027
7 Nov 2022 5p 750,000 - - - 750,000 562,500 6 Nov 2027
18 April 2023 6.2p 11,500,000 - - - 11,500,000 5,750,000 17 April 2028
27 Oct 2023 5p 750,000 - - - 750,000 250,000 26 Oct 2028
30 June 2025 3p - 22,000,000 - - 22,000,000 - 30 June 2033
Warrants:
9 Sept 2022 4.18p 3,588,500 - 3,588,500 - - - 8 Sept 2025
TOTAL 38,243,500 22,000,000 (3,588,500) - 56,655,000 27,717,500
All options granted until 2024 have a 5 year term and vest over 4 equal yearly
instalments starting 1 year after the grant date. The options granted on 30
June 2025 have an 8 year term and also 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 2024 39,793,500 0.075
Exercisable as at 1 January 2024 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
Warrants forfeited 9 September 2025 (3,588,500) 0.042
Options granted 30 June 2025 22,000,000 0.030
Outstanding as at 31 December 2025 56,655,000 0.085
Exercisable as at 31 December 2025 24,842,500 0.064
The options outstanding as at 31 December 2025 had a weighted average
remaining contractual life of 3.7 years. The value of the options and
warrants has been calculated by using a Black Scholes pricing model for the
options and warrants granted on 22 June 2022, 9 November 2022, 18 April 2023,
27 October 2023 and 30 June 2025. 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 Options granted on 30 June 2025
Share price at grant date £0.05 £0.035 £0.062 £0.045 £0.024
Exercise price £0.05 £0.05 £0.062 £0.05 £0.03
Volatility 37.4% 37.4% 54.5% 54.6% 41.5%
Expected life 5 years 5 years 5 years 5 years 8 years
Risk free rate 3.38% 3.38% 3.69% 4.9% 3.83%
Expected dividend yield 0% 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 in €: Charged Charged Remaining charge in € Remaining charge years
to 2025 in € to 2024 in €
17 Mar 2021 108,401 608 3,643 - -
1 Oct 2021 660,767 22,922 59,703 - -
21 June 2022 44,186 - - - -
18 April 2023 414,535 77,365 142,496 43,549 2026-2027
27 Oct 2023 29,070 7,440 13,927 5,352 2026-2027
30 June 2025 280,720 73,105 - 207,615 2026-2029
TOTAL 1,537,679 181,440 219,769 256,516
Note 18: Trade and other payables
31 December 2025 31 December 2024
€ €
Trade payables 226,830 324,865
Accrued expenses 28,995 146,872
Other creditors 688,373 837,180
944,198 1,308,917
Included in Other creditors above is €0.6m (2024: €0.6m) which relates to
payments due arising from a previous acquisition and is uncertain regarding
the timing and amount which will be payable.
Note 19: Capital commitments
At 31 December 2025 and 31 December 2024 there were no capital commitments.
Note 20: Contingent assets and liabilities
There were no contingent liabilities at 31 December 2025 or 31 December 2024.
Note 21: Deferred tax
31 December 2025 31 December 2024
€ €
At 1 January 219,845 233,928
Credit to profit and loss (13,000) (14,083)
At 31 December 206,845 219,845
During 2025 the expected net reversal of deferred tax of €13,000 (2024:
€14,083) 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:
2025 2024
Financial assets € €
Trade and other receivables (Note 11) 770,579 676,571
Cash and cash equivalents (Note 12) 967,383 364,259
Total 1,737,962 1,040,830
2025 2024
Financial liabilities € €
Trade and other payables(1) (Note 18) 915,203 1,162,045
Accrued liabilities 28,995 146,872
Total 944,198 1,308,917
(1)Excludes taxes payable.
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 2025 has
been assessed by the Board to being immaterial.
Financial assets which are past due but not impaired
2025
Not yet overdue Up to 3 months over due Up to 12 Over 1 year over due Total
months over due
€ € € € €
Trade receivables 140,024 67,369 107,374 - 314,767
Other receivables 455,812 - - - 455,812
Total 595,836 67,369 107,374 - 770,579
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
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:
2025
On demand In 3 months Between 3 More than 1 year Total
months and 1 year
€ € € € €
Trade and other payables(1) 915,203 - - - 915,203
Accrued liabilities 28,995 - - - 28,995
Total 944,198 - - - 944,198
(1)Excludes taxes payable.
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.
Note 23: List of subsidiaries
The Company held the issued shares of the following subsidiary undertakings as
at 31 December 2025:
Name of subsidiary Place of Incorporation Proportion of ownership and voting power Ownership
B90 Services BV The Netherlands 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% Direct
Bet90 Sports Ltd Malta 100% Indirect, through Quasar Holdings Ltd
B90 Operations Ltd Bulgaria 100% Direct
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: 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 2025 (31
December 2024: €37,800).
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 25: Ultimate controlling party
As at 31 December 2025 the Directors do not believe there to be any single
controlling party.
Note 26: Subsequent events
On 9 February 2026, the Company announced that Andy McIver, one of the Group's
independent Non-Executive Director of the Company, assumed the role of
independent Non-Executive Chairman. On the same day, Ronny Breivik
transitioned to the role of Chief Executive Officer, having previously
combined executive leadership responsibilities with the position of Chairman.
-------------------------------------------
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