Gentoo Media p.l.c.
30 April 2026
Annual Report 2025
Gentoo Media | PLC Report 2025
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Management commentary
82
83
84
85
86
Assurance statements and glossary
Statement by the Directors
Glossary
Company information
Independent Auditor’s report
69
70
71
72
74
75
Parent company financial statements
Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes
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30
40
48
55
65
Section 1 – Basis of reporting
Section 2 – Results of the year
Section 3 – Operating assets and liabilities
Section 4 – Net working capital
Section 5 – Capital structure and financial items
Section 6 – Other notes
Notes
15
16
17
19
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
14
Consolidated financial statements
Financial statements
3
3
4
6
9
12
1.0 Directors’ report
1.1 Principal acitivites
1.2 Stategic review
1.3 Overall performance
1.4 Significant risks and uncertainties
1.5 Directors
Content
Directors’ report
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The directors present their annual report and the audited consolidated financial statements of
Gentoo Media p.l.c. (the ‘Group’, ‘Company’, ‘Gentoo’ or ‘Gentoo Media’) for the year ended 31
December 2025.
See below for the registered office of the Company.
The Quad
@Quad Central, Q4 Level 14
Triq L-Esportaturi
Birkirkara CBD 1040,
Malta
Directors’ report
1.0
The Group’s principal activities during 2025 were affiliate marketing operations within the
online gaming industry, primarily focused on casino and sports, generating revenue through the
referral of users to licensed operators.
The Group does not operate through any branches.
1.1
Principal activities
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2025 was the first full year as a standalone affiliate-
focused business following the separation from Platform
& Sportsbook operations in 2024. Performance in the early
part of the year was impacted by regulatory developments
in Brazil, evolving search dynamics, and a cost base
reflecting prior expansion and increased organisational
complexity.
In response, management initiated a group-wide cost
right sizing programme focused on cost discipline,
portfolio prioritisation and operational efficiency. This
included a restructuring of the cost base, simplification of
the operating model and a reduction of the active portfolio
from approximately 150 to around 70 core assets, enabling
greater focus on flagship brands and higher-value
opportunities. At the same time, commercial initiatives
were implemented to improve partner mix and overall
traffic quality.
These measures resulted in improved efficiency and
stronger margins in the second half of the year, supported
by tighter cost control and more disciplined capital
allocation. While reported revenue declined, underlying
operational metrics remained resilient, supported by
stable player intake and record deposit levels in the final
quarter, reflecting improved monetisation and player
quality.
The Group exits 2025 with a more focused asset base,
improved cost structure and strengthened commercial
discipline, providing a more stable foundation for scalable
and cash-generative growth going forward.
Group strategy
Following a period of expansion, 2025 focused on
simplifying operations, improving traffic quality and
strengthening the cost base. Portfolio concentration and
operational efficiencies have established a more scalable
and resilient platform.
These priorities are supported by a continued focus on
profitability, cash generation and disciplined capital
allocation.
The Group’s strategy is centred on six principles:
1.2
Strategic review
Simplified operations and
organisational structure to
improve execution and scalability
01
Reduced Complexity
Focused investment in core
global assets to drive high-
quality traffic and revenue
02
Stronger
Flagship Brands
Selective expansion in markets
with strong competitive
positioning
03
Local market positions
Diversified traffic sources across
organic and paid channels
04
Multi-channel
Acquisition
Improved conversion and
commercial alignment to increase
revenue per user
05
Higher Player Value
Continued investment in platform
capabilities, user experience and
data-driven decision making
06
Technology and
product development
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Our Journey in 2026 and beyond
Entering 2026, Gentoo Media is focused on translating
the structural improvements achieved in 2025 into
sustainable, profitable growth. With a leaner organisation
and a more focused asset base, the Group is positioned to
prioritise higher-quality revenue, improved monetisation
and stronger cash generation.
Execution will remain centred on strengthening flagship
brands, improving traffic quality and conversion,
and further optimising partner mix and commercial
performance. Paid Media will continue to scale through a
disciplined, data-driven approach, focused on high-return
opportunities.
Continued investment in technology and product will
support scalability, efficiency and faster execution,
while positioning the Group to adapt to evolving search
dynamics and AI-driven discovery.
The operating environment remains dynamic, with ongoing
regulatory developments and changing user behaviour.
The Group will continue to manage these factors through
diversification, disciplined market selection and a focus on
high-quality traffic and revenue.
Underpinning this approach is a continued focus on
profitability, cash generation and disciplined capital
allocation, supporting long-term value creation.
Activities and development
The Group continued to invest in research and
development activities focused on its technology
platform, product capabilities and data-driven
optimisation tools. This included enhancements to
content, user experience and conversion optimisation
across both Publishing and Paid Media.
Events after the reporting date
In January 2026, the Company initiated a refinancing
process covering both the bond and the then-existing
RCF, representing a total volume of approximately EUR 120
million. See note 1.3 ‘Going concern’ of the consolidated
financial statement for further detail. Otherwise, no
subsequent events of material significance have occurred.
1.2 | Strategic Review
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Revenues amounted to EUR 98.7 (118.1) million during 2025,
a decrease of 16% which is primarily driven by the effect of
regulatory developments in Brazil and weakened revenue
share yields.
Marketing expenses were EUR 26.9 (31.4) million in the
year 2025, a decrease of 14% as a result of a decrease in
revenue. Paid marketing expenses make up approximately
half the marketing costs, with Publishing covering the
other half.
Personnel expenses amounted to EUR 21.9 million, up 13%
from EUR 19.4 million in 2024. Capitalised salaries related
to technology development amounted to EUR 5.4 (5.6)
million. Personnel expenses increased due to the number
of new employees employed subsequent to the spin-off
and the acquisition of Titan Inc. Other operating income
of EUR 2.3 (0) million arises from the derecognition of a
customer-related liability and is assessed as part of the
ordinary activities. Other operating expenses amounted
to EUR 9.0 (14.6) million with a 38% decrease. The
decrease stems from a tighter operational discipline and
governance of the cost optimisation programme.
EBITDA before special items was EUR 43.2 (52.7) million, a
18% decrease, with an EBITDA before special items margin
of 44% (45%). EBITDA is equivalent to operating profit
before depreciation, amortisation and impairment. Special
items in the year amounted to EUR 5.3 (0.8) million.
Depreciation and amortisation amounted to EUR 19.6
(17.3) million, a yearly increase of 13%. Net finance costs
amounted to EUR 13.9 (12.9) million. Interest expenses on
the company’s bonds were EUR 10.7 (10.1) million.
The net profit for continuing operations for Gentoo Media
was EUR 0.9 (21.8) million, a 96% decrease from 2024. The
net profit margin was 1% (18%).
Financial position
Total assets amounted to EUR 153.2 (156.0) million as at 31
December 2025. The largest asset on the balance sheet
relates to other intangible assets of EUR 51.4 (62.4) million
and goodwill of EUR 34.0 (34.0) million. The decrease
is attributable depreciation of other intangible assets.
Intangible assets at 31 December 2025 mainly comprise
affiliate assets acquired (EUR 38.7 million), trademarks
acquired (EUR 0.7 million), client contracts acquired (EUR
4.3 million) as well as development of technology platform
(EUR 7.7 million). Trade and other receivables amounted to
EUR 27.5 (24.7) million.
The Group closed out the year with cash and bank deposits
amounting to EUR 3.3 million, meeting the covenant
requirements of EUR 3 million; the Group’s cash and bank
deposits in 2024 amounted to EUR 11.3 million.
Total liabilities amounted to EUR 169.7 (185.6) million as at
31 December 2025. The largest liability on the balance
sheet relates to borrowings of EUR 111.8 (105.7) million.
It comprises of a EUR 19.9 million revolving credit facility
carrying amount and EUR 91.9 million in senior secured
bonds. The increase is mainly attributable to EUR 13 million
net drawdown of the credit facility to finance deferred
payments for AskGamblers, KaFeRocks and general
corporate purposes. The deferred and contingent
consideration was reduced significantly during the year
from EUR 34.8 million in 2024 to EUR 4.3 million at 31
December 2025.
The company RCF was reduced from EUR 25 million in
the beginning of March 2025 to EUR 20 million by year
end. Further the company has repaid EUR 2 million in first
quarter of the year and addition EUR 1.7 million in deferred
payments was paid as well - total debt reduction of EUR
3.7 million in first quarter of 2026.
Cash flows
The Group experienced a net cash inflow from operations
during the year of EUR 34.7 (37.1) million. Net cash
generated from operating activities was mostly utilised
to fund payment of deferred considerations, bond
interests, lease payments and credit facility repayments.
The cash generated through financing was utilised for the
acquisitions of AskGamblers and KaFeRocks.
Financial outlook
Gentoo Media enters 2026 with a materially leaner cost
and strengthened cash profile compared to 2025. Non-
recurring costs are expected to decline significantly,
following the completion of the majority of operational
improvement and restructuring initiatives incurred in 2025.
Remaining deferred M&A-related cash outflows are limited
to EUR 4.3 million compared to EUR 34.8 million in 2025.
The 2026 outlook is further supported by a favourable
global sporting calendar, including the Football World Cup,
which is expected to drive higher user engagement and
improved commercial performance.
1.3
Overall performance
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Dividends
The income statements are set out on page 15-68. The
directors did not declare a cash dividend during the
current and preceding financial years.
Own shares
The Company did not acquire or hold any of its own shares
during the financial year. The entirety of the Company’s
issued share capital is pledged in favour of Nordic Trustee
AS, as the security agent and the bond trustee.
Going concern
As at 31 December 2025, the Group’s current liabilities
exceeded the current assets by EUR 133.0 (54.8) million.
The year-on-year movement is driven primarily by: i) the
December 2026 maturity of the circa EUR 92 million listed
bond and the revolving credit facility (“RCF”) of circa EUR
20 million maturing in September 2026 which are both
presented within current liabilities, offset by ii) a reduction
of EUR 32.9 million in the deferred consideration relating to
acquisitions carried out in previous years. The latter were
funded through the Group’s generation of operating cash
flows from continued operations of EUR 34.7 million in the
year to 31 December 2025.
Therefore, as of 31 December 2025, the Group’s net
interest-bearing debt (“NIBD”) amounted to EUR 112
million. During Q4 2025, NIBD was reduced by EUR 5
million. As of the beginning of 2026, the Group had
remaining deferred consideration of EUR 4.3 million
related to the acquisitions of Kafé Rocks and Titan Inc. In
Q1 2026, the Group settled EUR 1.7 million of this deferred
consideration and repaid EUR 2 million on its RCF.
In January 2026, the Group initiated a refinancing process
covering both the bond and the existing RCF, representing
a total volume of approximately EUR 120 million. While the
process attracted strong interest from both existing and
new investors and secured the targeted volume, the overall
terms offered were not considered sufficiently attractive
by management and those charged with governance, who
chose to postpone the bond refinancing process to later in
2026.
Management assesses that the proposed terms
were impacted by two key factors: (i) market timing,
including heightened investor focus on global AI-related
opportunities during the process, and (ii) the Group’s
2025 financial performance, which reflected a significant
transformation with margins returning to historical levels in
the second half of the year.
1.3 | Overall performance
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In March 2026, the Group secured new shareholder loan
facilities totalling EUR 18 million, consisting of:
/ A EUR 16 million pari passu facility maturing on 31
December 2027, carrying interest in line with the Group’s
existing bond terms and ranking pari passu with existing
bondholders and the RCF provider. The facility includes
covenants broadly aligned with the existing bond terms,
with an expected reduction to EUR 14 million by the end of
July 2026; and
/ A EUR 2 million unsecured facility maturing on 30 April
2027, carrying interest at the existing bond terms plus a 3%
margin and which does not carry any financial covenants.
The proceeds from these facilities were used to fully
refinance the Group’s existing RCF which had a carrying
amount of circa EUR 20 million as at 31 December 2025
and which was due to mature in September 2026.
The Group has provided the following guidance to the
market for the full year 2026:
/ Revenue: EUR 105–115 million
/ Adjusted EBITDA: EUR 49–54 million
/ Cash from operations: EUR 37–41 million
/ Cash outflows related to deferred payments: EUR 3.5
million
Trading and financial performance are currently in line
with expectations when considering results for the first
quarter of 2026. Management expects to deliver within the
communicated guidance range. Even under a low-case
scenario with cash from operations of EUR 37 million, the
Group expects to generate net free cash flow in the range
of EUR 15–20 million.
Therefore, at the date of this report, the focus of
management and those charged with governance is
to now secure bond refinancing in the coming months
at overall terms that are considered to be sufficiently
attractive to the Group. This timing also allows for the
Group to demonstrate a more consistent financial
performance through the delivery of another two quarters
of results. Management is also considering various
alternative strategic options that could become available
to the Group.
Accordingly, those charged with governance do not
believe that any material uncertainty exists that could
impact the going concern basis of preparation of these
financial statements. The Group expects to be able to
honour all of its existing obligations as they fall due for a
minimum period of twelve months from the date when
these financial statements were available for issuance.
1.3 | Overall performance
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Geopolitical risk
The Group operates within the entertainment industry. As
such, the success of its business is ultimately dependent
on end customers’ disposable income, which is primarily
influenced by geopolitical factors affecting stability, trade,
job security, and inflation. The Group operates in more than
50 countries with approximately 3,000 different partners,
and geopolitical conditions may therefore impact
individual markets, regions, and partners.
Regulatory compliance risk
Through its subsidiaries, the Company is active in a highly
regulated online gaming market as well as several markets
which are not yet regulated. Depending on the regulatory
structure of a given jurisdiction, the Company may require
licences to offer its various services, may become subject
to pay licence or regulatory fees, or become subject to
additional taxes. Any changes in regulations, laws, or other
political decisions in the jurisdictions where the Company
operates may have a positive or negative effect on its
operations. The risk of non-regulatory compliance, the
failure to obtain licenses, and/or failure of satisfying any
conditions under any existing licenses create an uncertain
business environment and may hinder the Group’s ability
to develop and grow the business.
Market dynamics
Various governments have passed or are mulling the idea
of passing laws or regulations intended to limit gambling
advertising. Whereas in some markets, such laws and
regulations are nuanced and directly aimed at protecting
the young and vulnerable (such as the regulations in
force in Sweden and Great Britain), some countries (such
as Belgium) have introduced blanket advertising bans
severely restricting the Company’s ability to carry out its
business.
Other countries, such as the Netherlands, prohibit the
use of certain advertising channels and have placed time
restrictions where digital advertising is limited to specific
times of the day, or completely ban affiliation (as proposed
in Finland). Further limitations which are being adopted
and/or considered more frequently include deposit limits
and a ban on bonuses which indirectly limit the Company’s
revenue potential.
Regulation may also prohibit certain compensation models
generally adopted by affiliates in return for directing traffic
(such as is proposed in Denmark). Some jurisdictions allow
different levels of compensation depending on the level of
affiliate registration and/or license obtained – such is the
case across several US states.
In addition, the regulatory landscape in Brazil—a key
growth market—underwent a massive transformation
following the official launch of its regulated market on
January 1, 2025. This new framework introduces severe
advertising constraints and a heavy tax burden. While the
Brazilian Senate’s Economic Affairs Committee initially
approved a bill to hike the Gross Gaming Revenue (GGR)
tax on operators from 12% to 18%, final legislation enacted
in late 2025 established a progressive tax rate that will rise
to 13% in 2026, 14% in 2027, and cap at 15% in 2028.
Furthermore, Brazilian players are now subject to a 15%
personal income tax on winnings exceeding the BRL
2,826.65 exemption threshold. More disruptively, late 2025
amendments introduced a 15% “CIDE-Bets” levy applied
directly to player deposits (taxing the funding flow before
any wagering occurs), which significantly reduces player
liquidity and lifetime value.
Simultaneously, Brazilian authorities, including the National
Consumer Secretariat (Senacon), have imposed stringent
advertising restrictions to protect vulnerable populations.
Crucially for affiliate marketers, there is an absolute ban
on offering betting bonuses, sign-up rewards, or “prior
advantages” as promotional tools for new bettors. Non-
compliance results in severe penalties, including daily fines
of BRL 50,000.
Additionally, digital and TV gambling advertisements are
restricted to narrow time windows (07:30 PM to midnight),
and campaigns featuring aggressive odds comparisons,
mascots, or influencers appealing to minors are strictly
prohibited. For Gentoo Media, these restrictions mean
traditional bonus-led acquisition strategies must be
overhauled in favor of educational, content-led, and SEO-
driven approaches.
Furthermore, the Group faces substantial risks from
tightening fiscal policies in other key regulated markets.
Most notably, the UK government announced in its
Autumn Budget that the Remote Gaming Duty will
drastically increase from 21% to 40% starting April 1,
2026. Concurrently, the remote General Betting Duty
will rise from 15% to 25% effective April 1, 2027. These
significant tax hikes place immediate pressure on operator
profitability. To mitigate these costs, operators are widely
expected to slash marketing, promotions, and customer
acquisition budgets.
For affiliate marketers like Gentoo Media, this downstream
pressure from both Brazil and the UK is likely to manifest as
lower Cost Per Acquisition (CPA) offers, tougher revenue-
share negotiations, and highly scrutinized performance
thresholds from operator partners. Additionally, there
is a broader industry risk that punitive taxation and strict
1.4
Significant risks and uncertainties
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promotional bans could drive both operators and players
toward the untaxed, unregulated black market, thereby
shrinking the regulated addressable market that Gentoo
serves.
Competition risk
The Group faces competition from a number of existing
competitors, as well as potential new competitors, which
could result in a loss of market share and diminished profits
for its operations. The competitive nature of the industry
is further characterised by the adoption of technological
advances, demanding customer requirements and
frequent innovative product offerings. Failure to quickly
respond and adapt to market demands and competition
risk could adversely affect the Group’s financial
performance.
Dependency on key customers and partners
The performance of the customers and market-related
dynamics have an impact on the Company’s performance.
While the Company has a broad and diverse customer
base, a small subset of key customers and partners
account for a significant portion of its revenue. The loss of
one or more of such customers or partners would have a
negative impact on the Company’s financial performance.
Risk towards AI driving search pattern
The Company recognises that emerging AI-driven
discovery models, including AI-generated summaries and
conversational interfaces, are reshaping how users access
and engage with online content. These developments
may reduce traditional click-through patterns from search
engine results pages, particularly for commoditised or
easily summarised content.
For affiliate marketing businesses, this evolution
introduces changes to traffic acquisition dynamics and
user behaviour, which could impact referral volumes if not
proactively addressed.
Gentoo Media views this transition not only as a
structural shift, but also as a strategic opportunity. The
Company is actively positioning its assets to remain
visible and relevant across both traditional and AI-driven
discovery environments through a “search everywhere”
approach, including Search Engine Optimisation (SEO),
Generative Engine Optimisation (GEO) and Answer Engine
Optimisation (AEO), as well as continued investment in
high-authority, expert-led content.
By focusing on proprietary data, strong brand assets
and differentiated user experiences, the Company aims
to ensure its content remains discoverable and relevant,
including within AI-driven outputs. At the same time,
ongoing diversification of acquisition channels reduces
reliance on any single platform.
While the long-term impact of AI-driven discovery
continues to evolve, Gentoo Media believes its proactive
approach and early investments position the Company
well to adapt and capture opportunities arising from these
changes.
Supply chain dependencies
From a supply chain perspective, the Company’s product
offerings rely heavily on search engine optimisation
(SEO), making third-party search engines – particularly
Google’s – critical to its operations. Changes to search
engine algorithms can significantly impact the business
by disrupting Gentoo’s search rankings, reducing traffic
to the Company’s websites. Core algorithm updates
may have a considerable impact on search results, and
therefore, the visibility and ranking of our websites.
IT, Cybersecurity and data protection risk
The Company is dependent on the stability and optimal
performance of its systems. The Group processes volumes
of personal data, predominantly employee, customer
and supplier data, and, to a lesser extent, player data.
It is crucial that the Group adheres to the obligations
stemming from the EU’s General Data Protection
Regulation (EU2016/679) (“GDPR”). Internally, the Group
follows information security best practices as outlined in
ISO 27001:2013 to ensure data confidentiality, availability
and integrity. However, despite having such processes in
place, our IT systems are still susceptible to attacks and
hacking attempts, which could lead to system downtime
and adverse effects.
1.4 | Significant risks and uncertainties
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Currency fluctuation risk
The Company is exposed to exchange rate fluctuations,
with revenues and operating expenses divided primarily
between EUR, DKK, NOK, SEK, GBP, NZD, AUD and
USD. Exchange rates affecting the Group are mainly
the fluctuations in the SEK rate against EUR on its bond
(denominated in SEK).
Exchange rate fluctuations affect the Group in four main
areas:
/ Corporate payments in different currencies give rise to
transaction risks;
/ Receivables and debt in foreign currencies give rise to
exchange rate differences when accounted in EUR;
/ Fair value on the SEK rate related to both payments of
interest and the bond principal.
The Group does not regularly enter into forward contracts
or options to hedge against exposure to transaction risk,
hence, negative fluctuations in exchange rates could result
in a material adverse effect on the Group’s operations,
financial position and earnings.
Dependency on management and key employees
The Group’s success is driven by and largely depends
on its ability to recruit, train and retain key personnel
such as the board of directors, the CEO, the rest of
the management team and certain skilled specialist
employees. Failure to hire, train and retain key employees
could affect the Group’s ability to successfully implement
its business objectives.
Financial risk management
Information on the Group’s and Company’s financial risk
management is disclosed in Note 5.4 of the consolidated
financial statements.
1.4 | Significant risks and uncertainties
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The directors of the Company who held office during the
period were:
/ Mr. Giuseppe Muscat (appointed on 2 May 2024)
/ Mr. Jonas Warrer (appointed on 23 September 2024)
The Company’s Articles of Association do not require the
directors to retire.
Statement of directors’ responsibilities for the financial
statements
The directors are required by the Maltese Companies Act
(Chapter 386 of the Laws of Malta) to prepare financial
statements that give a true and fair view of the state of
affairs of the Group and Company as at the end of each
reporting period and of the profit or loss for that period.
In preparing the financial statements, the directors are
responsible for:
/ Ensuring that the financial statements have been drawn
up in accordance with International Financial Reporting
Standards as adopted by the EU;
/ Selecting and applying appropriate accounting policies;
/ Making accounting estimates that are reasonable in the
circumstances;
/ Ensuring that the financial statements are prepared
on the going concern basis unless it is inappropriate to
presume that the Group and Company will continue in
business as a going concern.
The directors are also responsible for designing,
implementing, and maintaining internal control as the
directors determine is necessary to enable the preparation
of financial statements that are free from material
misstatement, whether due to fraud or error, and that
comply with the Maltese Companies Act (Chapter 386 of
the Laws of Malta).
They are also responsible for safeguarding the assets of
the Group and Company and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
Signed on behalf of the Board of Directors, as per the
Directors’ Declaration on ESEF Annual Financial Report with
the Annual Report and Consolidated Financial Statements
31 December 2025.
30 April 2026
Mr. Jonas Warrer Mr. Giuseppe Muscat
Director Director
1.5
Directors
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Consolidated financial statements
Gentoo Media | PLC Report 2025 Financial statements | Back to content
14
Content
Consolidated financial statements
Parent company financial statements
Notes
Consolidated financial statements
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
15
16
17
19
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72
74
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84
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86
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51
52
Section 4 | Net working capital
Trade and other receivables
Cash flow statement specification
Income tax and deferred income tax
Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes
1 Basis of reporting
2 Employee costs
3 Other income and expenses
4 Finance costs, net
5 Income tax
6 Investment in subsidiaries
7 Trade and other receivables
8 Share and capital structure
9 Financial instruments and risk management
10 Financial assets and liabilities
11 Changes in liabilities arising from financing activities
12 Trade and other payables
13 Related party transactions
14 Contingent liabilities
15 Events after reporting period
55
56
59
61
62
Section 5 | Capital structure and financial items
Shares, reserves and capital structure
Borrowings and interest
Financial assets and liabilities
Financial risks
40
41
43
45
46
47
Section 3 | Operating assets and liabilities
Intangible assets
Impairment test
Leases
Amortisation, depreciation and impairment losses
Discontinued operations
65
66
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66
67
67
68
Section 6 | Other notes
Related parties
Fees to statutory auditors
Contingent liabilities, pledges, and securities
Events after reporting period
List of group entities
Statutory information
Assurance statements and glossary
Statement by the directors
Glossary
Company information
Independent Auditor’s Report
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21
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22
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Section 1 | Basis of reporting
General information
Significant changes and events
Basis of preparation
Critical accounting estimates and judgements
Changes in accounting policies and disclosures
Correction of material error
30
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35
36
37
39
Section 2 | Results of the year
Segment information
Revenue
Special items
Employee costs
Share-based payment schemes
Other operating income and expenses
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Gentoo Media | PLC Report 2025 | Section 1
15
Financial statements
| EUR’000 Note | 2025 | 2024 restated |
| Profit/loss for the year | | - |
Items that may be reclassified to the income statement: | ||
| Exchange differences on translation of foreign operations | - | - |
| Exchange differences transferred to loss from discontinued operations | | |
| Other comprehensive income | - | |
| Total comprehensive income | | - |
Total comprehensive income is attributable to | ||
| Owners of Gentoo Media p.l.c. | | - |
| Non-controlling interests | | |
Other comprehensive income
| EUR’000 Notes | 2025 | 2024 restated |
| Revenue 2.2, 2.1 | | |
| Employee costs 2.4 | - | - |
| Marketing expenses | - | - |
| Other operating income 2.6 | | |
| Other operating expenses 2.6 | - | - |
| Operating profit before depreciation and amortisation (EBITDA) and special items | | |
| Special items 2.3 | - | - |
| Operating profit before depreciation and amortisation (EBITDA) | | |
| Amortisation, depreciation and impairment losses 3.4 | - | - |
| Loss on sale of non-current assets | - | |
| Other income and expenses | | |
| Operating profit (EBIT) | | |
| Finance costs, net 5.2 | - | - |
| Unrealised exchange loss on the bond | - | - |
| Profit before income taxes | | |
| Income tax 4.3 | - | |
| Profit from continuing operations | | |
| Loss from discontinued operations 3.5 | | - |
| Profit/loss for the year | | - |
Profit/loss for the year attributable to | ||
| Owners of Gentoo Media p.l.c. | | - |
| Non-controlling interests | | |
Consolidated statement of comprehensive
income ended 31 December
Consolidated financial statements
Gentoo Media | PLC Report 2025 Financial statements
16
| EUR'000 Notes | 2025 | 2024 restated |
Equity | ||
| Share capital 5.1 | | |
| Share premium 5.1 | | |
| Capital reserves 5.1 | | |
| Other reserves 5.1 | - | - |
| Accumulated deficit | - | - |
| Total equity attributable to owners of Gentoo Media p.l.c. | - | - |
| Non-controlling interests | | |
| Total equity | - | - |
Liabilities | ||
Non-current liabilities | ||
| Borrowings 5.2 | | |
| Lease liabilities 3.3 | | |
| Deferred consideration 5.3 | | |
| Deferred income tax liabilities 4.3 | | |
| Total non-current liabilities | | |
Current liabilities | ||
| Borrowings 5.2 | | |
| Trade and other payables 5.3 | | |
| Lease liabilities 5.3 | | |
| Deferred consideration 5.3 | | |
| Contingent consideration | | |
| Current income tax liabilities | | |
| Total current liabilities | | |
| Total liabilities | | |
| Total equity and liabilities | | |
| EUR’000 Notes | 2025 | 2024 restated |
Assets | ||
Non-current assets | ||
| Goodwill 3.1 | | |
| Other intangible assets 3.1 | | |
| Property, plant and equipment 3.4 | | |
| Right of use assets 3.3 | | |
| Deferred income tax assets 4.3 | | |
| Other non-current assets | | |
| Total non-current assets | | |
Current assets | ||
| Trade and other receivables 4.1 | | |
| Cash and cash equivalents | | |
| Total current assets | | |
| Total assets | | |
Consolidated statement of financial
position as at 31 December
Consolidated financial statements
Statement of financial position
The notes on pages 20 to 68 are an integral part of these
consolidated financial statements.
The consolidated financial statements on pages 15 to 68
were authorised for issue by the Board of Directors on
30 April 2026 and were signed on its behalf, as per the
Directors’ Declaration on the ESEF Annual Financial Report
submitted in conjunction with the Annual Report and
Consolidated Financial Statements 31 December 2025,
by:
Mr. Jonas Warrer Mr. Giuseppe Muscat
Director Director
Gentoo Media | PLC Report 2025 Financial statements
17
Consolidated statement of changes in equity,
for the year ended 31 December 2025
| EUR’000 Notes | Share capital | Share premium | Capital reserves | Merger reserves | Other reserves | Accumulated deficit | Total attributable to owners | Non-controlling interest | Total equity |
2025 | |||||||||
| Equity at 1 January 2025 as reported | | | | | - | - | - | | - |
| Correction of error (net of tax) 1.6 | | | | | | - | - | | - |
| Equity at 1 January 2025 restated | | | | | - | - | - | | - |
| Profit for the year | | | | | | | | | |
Other comprehensive income: | |||||||||
| Currency translation differences 5.1 | | | | | - | | - | | - |
| Total comprehensive income for the year | | | | | - | | | | |
Transactions with owners: | |||||||||
| Share-based payment expenses 2.4, 5.1 | | | | | | | | | |
| Capital contribution from parent company 5.1 | | | | | | | | | |
| Transactions with NCI 5.1 | | | | | - | | - | | - |
| Other movements | | | | | | | | | |
| Total transaction with owners | | | | | - | | | | |
| Equity at 31 December 2025 | | | | | - | - | - | | - |
Consolidated financial statements
Gentoo Media | PLC Report 2025 Financial statements
18
Consolidated statement of changes in equity,
for the year ended 31 December 2024
| EUR’000 Notes | Share capital | Share premium | Capital reserves | Merger reserves | Other reserves | Accumulated deficit | Total attributable to owners | Non-controlling interest | Total equity |
2024 restated | |||||||||
| Equity at 1 January 2024 as reported | | | | | - | - | | | |
| Correction of error (net of tax) 1.6 | | | | | | - | - | | - |
| Equity at 1 January 2024 restated | | | | | - | - | | | |
| Loss/profit for the year | | | | | | - | - | | - |
Other comprehensive income: | |||||||||
| Currency translation differences 5.1 | | | | | - | | - | | - |
| Recycling of accumulated exchange differences from disposal of Platform division 5.1 | | | | | | | | | |
| Total comprehensive income for the year | | | | | | - | - | | - |
Transactions with owners: | |||||||||
| Issue of share capital 5.1 | | | - | | | | | | |
| Reduction in share capital 5.1 | - | | | | | | | | |
| Share-based payment expenses 2.4, 5.1 | | | | | | | | | |
| Capital contribution arising on acquisition of subsidiary 5.1 | | | | | | | | | |
| Business combinations | | | | | | | | | |
| Changes in ownership interest in subsidiaries without loss of control | | | | | - | | - | - | - |
| Transfers within equity 5.1 | | | - | - | | | | | |
| Distributions 5.1 | | | - | | | | - | | - |
| Total transaction with owners | | | - | - | | | - | | - |
| Equity at 31 December 2024 | | | | | - | - | - | | - |
Consolidated financial statements
Gentoo Media | PLC Report 2025 Financial statements
19
| EUR’000 Note | 2025 | 2024 restated |
Cash flow from operating activities | ||
| Operating profit | | |
| Operating loss from discontinued operations | | - |
| Changes in working capital 4.2 | - | - |
| Adjustments for non-cash items 4.2 | | |
| Taxes paid | - | - |
| Net cash flows from operating activities | | |
Cash flow from investing activities | ||
| Purchases of intangible assets 3.1 | - | - |
| Purchases of property, plant and equipment | - | - |
| Acquisition of subsidiaries, net of cash acquired 5.3 | - | - |
| Net cash flows from investing activities | - | - |
Cash flow from financing activities | ||
| Loan repayment 5.2 | - | - |
| Proceeds from borrowings 5.2 | | |
| Repayment of lease liabilities, principal part 5.2 | - | - |
| Interests paid 5.2 | - | - |
| Transfers to Group’s parent | - | |
| Capital contribution received from Group's parent | | |
| Net cash flows from financing activities | - | |
| Net movement in cash and cash equivalents | - | - |
| Cash and cash equivalents at beginning of year | | |
| Cash and cash equivalents of distributed platform & sportsbook segment | | - |
| Cash and cash equivalents at end of period | | |
| Cash and cash equivalents at end of the period in the statement of financial position | | |
Consolidated statement of cash flows
for the years ended 31 December
Consolidated financial statements
Gentoo Media | PLC Report 2025 Financial statements | Back to FS content
20
21 Note 1.1 / General information
21 Note 1.2 / Significant changes and events
22 Note 1.3 / Basis of preparation
26 Note 1.4 / Critical accounting estimates and judgements
27 Note 1.5 / Changes in accounting policies and disclosures
28 Note 1.6 / Correction of material error
Gentoo Media | PLC Report 2025 | Section 1
21
Financial statements
Company information
The consolidated financial statements of Gentoo Media
for the year ended 31 December 2025 comprise Gentoo
Gentoo Media is a market-leading iGaming affiliate
Group that connects licensed online casino and sports
betting operators with players worldwide through a
broad portfolio of comparison, review and community
sites and data-driven performance marketing. We deliver
high-quality, compliant traffic and leads for our partners,
complemented by brand-protection and marketing SaaS
tools as well as Link-building, SEO and content services
that support sustainable growth in regulated markets.
The 2025 annual report was discussed and approved by
the Board of Directors of Gentoo Media on 30 April 2026
and issued for approval at the subsequent annual meeting
of shareholders on 27 May 2026.
The following significant changes and events have
occurred during 2025, which particularly have impacted
the Group’s performance and financial position. A detailed
review of the Group’s performance is provided in the
Directors’ report on page 3-12:
/ Restructuring
During the year the Group initiated a right-sizing of the
organisation and simplification of the operating model.
Efforts have been spent on optimising the cost base to
establish a stable operational platform to support future
growth.
General information
Significant changes and events
Gentoo Media | PLC Report 2025 | Section 1
22
Financial statements
Basis of preparation
This section includes general accounting policies relevant
for the preparation of the Group’s consolidated financial
statements. The Group’s material accounting policies
are described in the relevant notes to the consolidated
financial statements.
The consolidated financial statements are prepared
in accordance with International Financial Reporting
Standards (“IFRS Accounting Standards”) as adopted by
the European Union (“EU”) and the requirements of the
directors to exercise their judgement in the process of
applying the Group’s accounting policies (see note 1.4
critical accounting estimates and judgements).
The consolidated financial statements have been prepared
on the basis that the Group will continue to operate as a
going concern and under the historical cost convention,
unless otherwise stated. The accounting policies are
unchanged from last year except for changes included in
note 1.5.
The consolidated financial statements are presented in
Euro (EUR), which is also the functional currency of the
nearest EUR thousand (EUR’000), unless otherwise stated.
Reporting under the ESEF Regulation
The Group is required to file the annual report in the
European Single Electronic Format (‘ESEF’) using the
XHTML format and to tag the consolidated financial
statements, including notes, using the Inline eXtensible
Business Reporting Language (iXBRL). The iXBRL tags
comply with the ESEF taxonomy. Where a financial
statement line item is not defined in the ESEF taxonomy, an
extension to the taxonomy has been created.
The annual report submitted to the Malta Business
Registry consists of the XHTML document together with
the technical files, all of which are included in the zip file
‘213800UCC6GA967UCS06-2025-12-31.zip’.
Applying materiality
The consolidated financial statements separately present
items or groups of items that are considered material. In
addition, information that is considered material, either
individually or in combination with other information, is
disclosed.
Materiality is judged by reference to the size and nature of
the item. The deciding factor is whether the omission of
a disclosure could, individually or collectively, influence
the economic decisions made by the primary users on the
basis of the consolidated financial statements. In particular
circumstances, either the nature or the amount of an item
or an aggregate of items could be the determining factor.
Comparative information
Comparative figures disclosed in the main components
of these financial statements have been restated
and reclassified to conform with the current year’s
presentation format for the purpose of fairer presentation.
See further details in note 1.5 and 1.6.
Other material accounting policies
Consolidation
The consolidated financial statements comprise Gentoo
Media p.l.c. and its subsidiaries. Subsidiaries are all entities
over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to,
variable return from its involvement with the entity and has
the ability to affect those returns through its power over
the entity.
Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are
deconsolidated from the date that control ceases. Upon
consolidation, inter-company transactions, balances
and unrealised gains on transactions between Group
companies are eliminated. Unrealised losses are also
eliminated but considered an impairment indicator of the
asset transferred.
Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies
adopted by the Group.
Business combinations
The Group applies the acquisition method of accounting
to account for business combinations other than
those between entities under common control. The
consideration transferred for the acquisition of a
subsidiary is the fair values of the assets transferred, the
liabilities incurred to the former owners of the acquiree and
the equity interests issued by the Group. The consideration
transferred includes the fair value of any asset or liability
resulting from a contingent consideration arrangement.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent
liabilities assumed (identifiable net assets) in a business
combination are measured initially at their fair values at the
acquisition date.
Goodwill is initially measured as the excess of the
consideration transferred (together with, if applicable,
the amount of any non-controlling interest in the acquiree
and the acquisition-date fair value of any previous
equity interest in the acquiree) over the fair value of the
The group recognises any non-controlling interest in
the acquired entity on an acquisition-by-acquisition
basis, either at fair value or at the non-controlling
interest’s proportionate share of the acquired entity’s net
identifiable assets.
Basis of preparation
Note 1.3
Gentoo Media | PLC Report 2025 | Section 1
23
Financial statements
Foreign currency translation
Transactions in currencies other than the functional
currency of the respective group entities are considered
Foreign currency transactions are translated into the
functional currency using the exchange rates prevailing at
the dates of the transactions. Foreign exchange gains and
losses resulting from the settlement of such transactions
and from the translation at year-end exchange rates of
monetary assets and liabilities denominated in foreign
currencies are recognised in profit or loss within finance
income and expenses.
Financial statements of foreign entities with a functional
currency other than EUR are translated at the exchange
rates prevailing at the reporting date for assets and
liabilities, and at the average exchange rate for income
statement and cash flow items. Foreign exchange
adjustments arising on translation of the opening
balance of equity of foreign entities and on translation
of income statement items from the exchange rates
at the transaction date to the exchange rates at the
reporting date are recognised in other comprehensive
income. Goodwill and fair value adjustments arising on the
acquisition of a foreign entity are treated as assets and
liabilities of the foreign entity and translated into EUR at the
exchange rates prevailing at the reporting date.
On disposal or partial disposal of a foreign entity,
translation differences that were previously recognised in
other comprehensive income are recognised in profit or
loss as part of the gain or loss on sale.
The cash flow statement is presented using the indirect
method and shows the composition of cash flows divided
into operating, investing and financing activities and the
changes in cash and cash equivalents during the year.
Cash flow from operating activities consists of earnings
before interest and taxes (EBIT) adjusted for depreciation,
amortisation and impairment, changes in provisions and
net working capital, other non-cash operating items and
taxes paid.
Cash flow from investing activities comprises payments
made, and cash received in connection with the
acquisition and disposal of businesses and non-current
assets, including settlement of deferred and contingent
considerations related to such acquisitions.
Cash flow from financing activities comprises changes in
the size or composition of equity and loans, repayment
of interest-bearing debt including lease liabilities and
payments of interest.
Cash flows from discontinued operations are included
in cash flows from operating, investing and financing
activities together with cash flows from continuing
operations, but separately specified in note 3.5.
Cash and cash equivalents
Cash and cash equivalents comprises cash on hand,
deposits held at call with banks and e-wallets.
Note 1.3
Gentoo Media | PLC Report 2025 | Section 1
24
Financial statements
As at 31 December 2025, the Group’s current liabilities
exceeded the current assets by EUR 133.0 (54.9) million.
The year-on-year movement is driven primarily by:
/ the December 2026 maturity of the circa EUR 92 million
listed bond and the revolving credit facility (“RCF”) of circa
EUR 20 million maturing in September 2026 which are both
presented within current liabilities, offset by:
/ a reduction of EUR 32.9 million in the deferred
consideration relating to acquisitions carried out in
previous years. The latter were funded through the Group’s
generation of operating cash flows from continued
operations of EUR 34.7 million in the year to 31 December
2025.
Therefore, as of 31 December 2025, the Group’s net
interest-bearing debt (“NIBD”) amounted to EUR 112
million. During Q4 2025, NIBD was reduced by EUR 5
million. As of the beginning of 2026, the Group had
remaining deferred consideration of EUR 4.3 million
related to the acquisitions of Kafe Rocks and Titan Inc. In
Q1 2026, the Group settled EUR 1.7 million of this deferred
consideration and repaid EUR 2 million on its RCF.
In January 2026, the Group initiated a refinancing process
covering both the bond and the existing RCF, representing
a total volume of approximately EUR 120 million. While the
process attracted strong interest from both existing and
new investors and secured the targeted volume, the overall
terms offered were not considered sufficiently attractive
by management and those charged with governance, who
chose to postpone the bond refinancing process to later in
2026.
Management assesses that the proposed terms
were impacted by two key factors: (i) market timing,
including heightened investor focus on global AI-related
opportunities during the process, and (ii) the Group’s
2025 financial performance, which reflected a significant
transformation with margins returning to historical levels in
the second half of the year.
In March 2026, the Group secured new shareholder loan
facilities totalling EUR 18 million, consisting of:
/ A EUR 16 million pari passu facility maturing on 31
December 2027, carrying interest in line with the Group’s
existing bond terms and ranking pari passu with existing
bondholders and the RCF provider. The facility includes
covenants broadly aligned with the existing bond terms,
with an expected reduction to EUR 14 million by the end of
July 2026; and
/ A EUR 2 million unsecured facility maturing on 30 April
2027, carrying interest at the existing bond terms plus a 3%
margin and which does not carry any financial covenants.
The proceeds from these facilities were used to fully
refinance the Group’s existing RCF which had a carrying
amount of circa EUR 20 million as at 31 December 2025
and which was due to mature in September 2026.
The Group has provided the following guidance to the
market for the full year 2026:
/ Revenue: EUR 105–115 million
/ Adjusted EBITDA: EUR 49–54 million
/ Cash from operations: EUR 37–41 million
/ Cash outflows related to deferred payments: EUR 3.5
million
Trading and financial performance are currently in line
with expectations when considering results for the first
quarter of 2026. Management expects to deliver within the
communicated guidance range. Even under a low-case
scenario with cash from operations of EUR 37 million, the
Group expects to generate net free cash flow in the range
of EUR 15–20 million.
Therefore, at the date of this report, the focus of
management and those charged with governance is
to now secure bond refinancing in the coming months
at overall terms that are considered to be sufficiently
attractive to the Group. This timing also allows for the
Group to demonstrate a more consistent financial
performance through the delivery of another two quarters
of results. Management is also considering various
alternative strategic options that could become available
to the Group.
Accordingly, those charged with governance do not
believe that any material uncertainty exists that could
impact the going concern basis of preparation of these
financial statements. The Group expects to be able to
honour all of its existing obligations as they fall due for a
minimum period of twelve months from the date when
these financial statements were available for issuance.
Note 1.3
Gentoo Media | PLC Report 2025 | Section 1
25
Financial statements
Significant risks and uncertainties
General
Legislative changes across jurisdictions may limit the
Group’s ability to offer gaming products in certain markets.
New regulatory frameworks can create opportunities but
also increase compliance costs by fragmenting markets
and imposing varying product, advertising and regulatory
standards.
The Group mitigates these risks by monitoring legal
developments, implementing required changes, seeking
external advice and providing continuous regulatory
training, reinforcing a strong compliance culture.
Competitive pressure from existing and emerging players
may reduce market share and profitability, especially in
newly regulated markets with established incumbents.
Continued success depends on innovation, product
enhancement, effective advertising, strong partner
relationships and adequate resources. Slow adaptation
to market demands may adversely impact financial
performance.
Additional risks include customer defaults, operational
impacts from Google algorithm updates and artificial
intelligence, currency fluctuations, and internal risks such
as dependence on key personnel, resource limitations,
cybersecurity threats and acquisition-related challenges.
In preparing the consolidated financial statements,
Management has assessed the potential impacts from
these risks and uncertainties and considered these in
their development of assumptions about the future and
financial forecasts. It has been assessed that there is no
material financial impact on the measurement of assets
and liabilities.
Geopolitical risks and uncertainties
The Group does not have business in the impacted conflict
regions of Ukraine and Russia, and Israel and Gaza, and
while difficult to predict the wider impact on consumer
spending, no material impact has been experienced so far
in the Group’s operations.
Historically, the online gambling industry has proved robust
and normally has not been materially affected by uncertain
periods for the global economy.
Climate related risks
Due to the nature of the business, the Group is not
particularly exposed to climate-related risks. The Group
remains attentive to emerging environmental factors that
may affect future performance and the consolidated
Note 1.3
Gentoo Media | PLC Report 2025 | Section 1
26
Financial statements
| Critical accounting estimate and judgement | Nature of accounting impact | Note reference |
| Identification of special items Identifying and separating special items from ordinary items. | Judgement | 2.3 - Special items |
Determination of development vs maintenance Assessing whether work performed on existing technology platform is maintenance or development activities. | Judgement | 3.1 - Intangible assets |
Useful lives of domains Estimating the useful lives of domains acquired. | Estimate | 3.1 - Intangible assets |
Impairment test Estimating key assumptions applied for the purpose of impairment testing. | Estimate | 3.2 – Impairment test |
Uncertain tax positions Assessing compliance with tax regulation. | Estimate | 4.3 - Income tax and deferred income tax |
The preparation of the Group’s consolidated financial
statements requires management to make judgements,
estimates and assumptions that affect the application of
policies and reported amounts of assets, liabilities, income,
expenses, and the accompanying disclosures. Uncertainty
about these assumptions and estimates could result in
outcomes that require a material adjustment to the carrying
amount of assets or liabilities in future periods. Estimates
and the underlying assumptions are reviewed on an ongoing
basis.
This note includes the areas that involve a higher degree
of judgement or complexity and where changes in
assumptions and estimates will likely have a significant
impact on the consolidated financial statements. These
areas are categorised as critical accounting estimates and
judgements.
/ Critical accounting estimates
The determination of the carrying amount of some assets
and liabilities requires the estimation of the effect of
uncertain future events on those assets and liabilities and
actual results may differ from the estimates made. Making
estimates involves developing expectations of the future
based on assumptions, which Management to the extent
possible have supported by historical trends or reasonable
expectations. Management believes that the applied
estimates are the most likely outcome of future events.
Key accounting judgements are made when applying
accounting policies. Key accounting judgements are the
judgements made that can have a significant impact on
the amounts recognised in the consolidated financial
statements.
The areas that are categorised as critical accounting
estimates and judgements are unchanged from 2024,
except the identification of special items in 2025 and that
there have been no business acquisition in 2025.
The description of the critical accounting estimates and
judgements are included in the individual notes as shown
below:
Gentoo Media | PLC Report 2025 | Section 1
27
Financial statements
Changes in accounting policies and disclosures - new
standards and interpretations
In 2025, the Group adopted new IFRS Accounting
Standards, amendments and interpretations to existing
standards that are mandatory for financial reporting
periods beginning on 1 January 2025 as adopted by the EU.
None of the new or amended standards or interpretations
have had a significant impact on the Group’s consolidated
financial statements for the current year in respect of
recognition and measurement and are not expected to
have a material impact on future periods or on foreseeable
future transactions.
Voluntary changes in accounting policies
During 2025, Management has chosen to change the
presentation in the consolidated income statement. In
previous periods items of financial income and expenses,
such as interest income and expenses, foreign exchange
rate gains and losses etc. were included in the line items
‘other income and expenses’. Management believes
that a change in presentation in the income statement to
present separately ‘Finance costs, net’ better reflects the
nature of the underlying income and costs. Further, foreign
exchange rate gains and losses on the Group’s bonds have
been presented separately as ‘Unrealised exchange loss
on the bond’.
Comparative figures for 2024 have been reclassified
accordingly, whereby EUR 14,321 thousand have been
reclassified from the line item ‘other income and expenses’
to the line items ‘Finance costs, net’ and ‘Unrealised
exchange loss on the bond’. The change of presentation
did not have any impact on the result for the years
presented. A reconciliation of how the reclassifications
have impacted the line items in the income statement is
New standards and interpretations that are not yet
effective
Generally, all new and amended IFRS Accounting
Standards and interpretations are expected to be
implemented by the Group when they become
mandatory and have been endorsed by the EU. Certain
new accounting standards and interpretations have
been published that are not mandatory for 31 December
2025 reporting periods. None of these amended or new
standards are expected to have a material impact on the
Group’s recognition and measurement of items within
these consolidated financial statements in the current
or future reporting periods and on foreseeable future
transactions.
IFRS 18 Presentation and Disclosure in Financial
Statements
From 1 January 2027, IFRS 18 will replace IAS 1, introducing
new requirements with the purpose of achieving
comparability of the financial performance of similar
entities and providing more relevant information and
transparency to users.
IFRS 18 will not have any impact on the recognition or
measurement of items in the financial statements, but
introduces changes to the structure and presentation
of the income statement. The standard requires
retrospective application, thus comparative information
must be restated.
The Group will amongst others be required to:
/ Classify items of income and expenses into five
categories (operating, investing, financing income taxes
and discontinued operations).
/ Present new defined subtotals in the income statement
(operating profit or loss, and profit or loss before financing
and income taxes).
/ Provide a single disclosure about management-defined
performance measures (MPPs) with reconciliations to IFRS
subtotals.
The Group has initiated its analysis of IFRS 18. The full
impact assessment of IFRS 18 will be completed in due
time before the mandatory adoption in the Q1 interim
report for 2027.
Based on the Group’s initial analysis, the key effects are
currently assessed to include:
/ Foreign exchange rate differences will be classified in
the same category as the related income and expenses
from the items, giving rise to the foreign exchange rate
differences. Currently, foreign exchange gains and losses
are presented within finance income and expenses.
/ Interest income will under IFRS 18 be presented within
the investing category and interest paid will be presented
within the financing category.
/ Additional disclosures to be provided about the Group’s
‘management-defined performance measures’.
Changes in accounting policies and disclosures
Note 1.5
Gentoo Media | PLC Report 2025 | Section 1
28
Financial statements
| EUR’000 Income statement | 2024 as reported | Reclassification of financial items | Correction of error | 2024 restated |
| Revenue | 122,773 | - | -4,720 | 118,053 |
| Employee costs | -15,594 | - 3,306 | -485 | -19,385 |
| Marketing expenses | -32,020 | - | 655 | -31,365 |
| Other operating expenses | -18,700 | 4,072 | -15 | -14,643 |
| Operating profit before depreciation and amorti- sation (EBITDA) and special items | 56,459 | 766 | -4,565 | 52,660 |
| Special items | - | - 766 | - | -766 |
| Operating profit before depreciation and amorti- sation (EBITDA) | 56,459 | - | -4,565 | 51,894 |
| Amortisation and depreciation | -17,625 | - | 364 | -17,261 |
| Other income and expenses | 637 | - | - | 637 |
| Operating profit (EBIT) | 39,471 | - | -4,201 | 35,270 |
| Finance costs, net | -13,516 | 962 | -315 | -12,869 |
| Unrealised exchange loss on the bond | - | - 962 | - | -962 |
| Profit before income taxes | 25,955 | - | -4,516 | 21,439 |
| Income tax | 372 | - | - | 372 |
| Profit from continuing operations | 26,327 | - | -4,516 | 21,811 |
| Loss from discontinued operations | -78,912 | - | - | -78,912 |
| Loss for the year | -52,585 | - | -4,516 | -57,101 |
| Other comprehensive income | 61 | - | - | 61 |
| Total comprehensive income | -52,524 | - | -4,516 | -57,040 |
| EUR’000 | |||
Balance sheet (extract) | 31 December 2024 as reported | Correction of error | 31 December 2024 restated |
Assets | |||
| Other intangible assets | 62,221 | 174 | 62,395 |
| Trade and other receivables | 26,995 | -2,372 | 24,623 |
Liabilities | |||
| Borrowings (current) | 16,200 | 72 | 16,272 |
| Trade and other payables | 11,897 | 2,538 | 14,435 |
| Current income tax liabilities | 24,824 | 56 | 24,880 |
Equity | |||
| Accumulated deficit | -126,528 | -4,865 | -131,393 |
| Total equity | -24,727 | -4,865 | -29,592 |
During the third quarter of 2025, Management discovered material errors related to the 2024 financials. The details of the
errors, which in aggregate are material, have been described below.
The errors have been corrected by restating each of the affected financial statement line items for 2024 as follows:
Correction of material error
Note 1.6
Gentoo Media | PLC Report 2025 | Section 1
29
Financial statements
All the corrections are attributable to the owners of
Gentoo Media p.l.c. There is no material tax effect.
Description of corrections made:
/ The correction in revenue relates to identified
discrepancies between the actual delivery of services and
the revenue previously recognised, including a number
of subsequent credit notes issued in 2025 that pertain to
/ The change in trade payables is due to funds received
(non-recurring) that were initially recorded as payables;
following clarification in the current year, these amounts
were recognised as other income and accordingly
/ The correction in employee costs and other operational
expenses primarily relates to an insufficient bonus accrual
recognised in 2024.
/ The correction in amortisation relates to excessive
amortisation recognised in 2024.
/ The correction in marketing expenses relates to improper
periodisation between the actual incurrence of costs and
/ The correction in financial items relates to interest
expenses that were erroneously omitted from the 2024
Description of reclassifications made:
/ The reclassification of employee costs to other operating
expenses pertains to consultancy costs.
/ The reclassification to special items pertains to one-off
cost related to the split from Platform and Sportsbook.
The total impact on profit for continuing operations in
2024 amounts to EUR -4,516 thousand. Total equity as
of 31 December 2024 has been reduced by EUR 4,865
thousand.
The consolidated statement of cash flows were restated
accordingly to reflect the corrections. However, all
changes were related to items within cash flows from
operating activities. Thus, total cash flows operating,
investing and financing activities were not affected.
Note 1.6 | Correction of material error
Gentoo Media | PLC Report 2025 Management commentary | Back to content
30
31 Note 2.1 / Segment information
33 Note 2.2 / Revenue
35 Note 2.3 / Special items
36 Note 2.4 / Employee costs
37 Note 2.5 / Share-based payment schemes
39 Note 2.6 / Other operating income and expenses
Gentoo Media | PLC Report 2025 | Section 2
31
Financial statements
| Publishing | Paid Media | Group | ||||
| EUR’000 | 2025 | 2024 restated | 2025 | 2024 restated | 2025 | 2024 restated |
Revenue per category | ||||||
| Revenue share agreements | 46,446 | 50,872 | 14,507 | 19,674 | 60,953 | 70,546 |
| Cost per acquisition (CPA) | 9,235 | 9,581 | 4,100 | 4,055 | 13,335 | 13,636 |
| Listing fees / other revenue | 23,111 | 29,228 | 1,340 | 4,643 | 24,451 | 33,871 |
| Total revenue | 78,792 | 89,681 | 19,947 | 28,372 | 98,739 | 118,053 |
| Other operating income | 2,306 | - | - | - | 2,306 | - |
| Cost | - 38,449 | - 41,788 | - 19,435 | - 23,605 | - 57,884 | - 65,393 |
Operating profit before depreciation and amortisation (EBITDA) and special items | 42,649 | 47,893 | 512 | 4,767 | 43,161 | 52,660 |
| EBITDA margin before special items | 54% | 53% | 3% | 17% | 44% | 45% |
| Special items, net | - 3,978 | - 766 | - 1,297 | - | - 5,275 | - 766 |
Operating profit before depreciation and amortisation (EBITDA) | 38,671 | 47,127 | - 785 | 4,767 | 37,886 | 51,894 |
| EBITDA margin | 49% | 53% | -4% | 17% | 38% | 44% |
| Investments in non-current* | 6,293 | 6,139 | - | - | 6,293 | 6,139 |
*Capitalisation of intangible assets.
The Group’s business segments are divided into
operating segments which are consistent with the internal
management reporting to the Group management team.
The operating segments are regularly reviewed by the
Group management team who is responsible for assessing
operating segments’ performance and for making
resource allocation decisions.
The Group has two operating and reportable segments:
/ Publishing
/ Paid Media
The publishing segment generates revenue by creating
content monetized through ads, subscriptions, or
sponsorships. It attracts audiences organically via Search
Engine Optimization (SEO), social media, and direct traffic,
earning from programmatic ads, direct brand deals, or
paywalls. Success depends on content quality, audience
engagement, and advertiser demand. Challenges include
ad-blockers, declining ad revenues, and algorithm shifts.
Unlike paid marketing, publishing focuses on building and
monetizing an engaged audience over time rather than
actively spending on traffic acquisition.
Our paid marketing business generates revenue by
promoting products or services through digital advertising
channels like Google Ads and social media. It operates
on performance-based models such as Cost-Per-
Click (CPC), Cost-Per-Impression (CPM), or Cost-Per-
Acquisition (CPA). Businesses in this sector earn through
commissions, ad spend markups, or listing fees. Success
depends on audience targeting, bidding strategies, and
ad creatives, with platforms like Google and Meta leading
the space. Revenue is influenced by seasonality, budgets,
and algorithm changes.
Unlike publishing, paid marketing actively spends to
acquire traffic, facing challenges like rising customer
acquisition costs and privacy regulations.
The Group operates an integrated business model. As
such assets and liabilities are not allocated to operating
segments in the internal reporting reviewed by the CODM.
There are no significant transactions between the
operating segments.
Segment information
Note 2.1
Gentoo Media | PLC Report 2025 | Section 2
32
Financial statements
Accounting policies
The segments are determined and reported based
on the information internally provided to the Group’s
‘management team’, which is defined being the
Group’s chief operating decision-maker.
The business performance of the segments is
measured by operating profit before amortisation
and depreciation (EBITDA). Segment revenue and
costs comprise of items that are directly attributable
to the individual segments. Decisions on financing
(other income and expenses) and tax planning
(income tax) are managed at Group level and are
therefore not managed and allocated to segments.
The accounting policies of the reportable segments
are the same as applied by the Group as described
throughout the respective notes.
During 2025 and 2024, no single customer accounted for
10% or more of the Group’s total revenue.
| EUR ‘000 | 2025 | 2024 restated |
| Nordic countries | 1,369 | 2,206 |
| Europe excluding Nordic countries | 90,777 | 98,109 |
| Group | 92,146 | 100,315 |
Total non-current assets (excluding financial
instruments and deferred tax assets) split by
| EUR ‘000 | 2025 | 2024 restated |
| Nordic countries | 21,755 | 18,692 |
Europe excluding Nordic countries | 47,107 | 47,598 |
| Rest of world | 29,877 | 51,763 |
| Group | 98,739 | 118,053 |
Total revenue split by operator’s location
EUR’000 | Group | |
| 2025 | 2024 restated | |
| Operating profit before depreciation and amortisation (EBITDA) | 37,886 | 51,894 |
| Amortisation, depreciation, and impairment losses | - 19,554 | - 17,261 |
| Loss on sale of non-current assets | - 234 | - |
| Other income and expenses | 317 | 637 |
| Operating profit (EBIT) | 18,415 | 35,270 |
| Finance costs, net | - 13,938 | - 12,869 |
| Unrealised exchange loss on the bond | - 1,835 | - 962 |
| Profit before income taxes | 2,642 | 21,439 |
Reconciliation of profit before income tax for the year
Note 2.1 | Segment information
Gentoo Media | PLC Report 2025 | Section 2
33
Financial statements
Gentoo Media is a multi-channel affiliate marketing
business connecting high-value players with
leading online sportsbooks and casinos. Revenue
is recognised in accordance with the 5-step model
of IFRS 15 Revenue from Contracts with Customers,
which requires revenue to be recognised when
control with the underlying services are transferred
to the customers at an amount that reflects the
consideration to which the Group expects to be
entitled in exchange for those services.
The Group generates revenue primarily on a
performance basis through commissions derived
from referrals of prospective players visiting the
Group’s websites to the Group’s customers, who are
regulated online gambling operators.
Commission fees may be earned under revenue
share agreements, cost per acquisition agreements
(CPA), or in combination. The Group also generates
other revenue, primarily from listing fees. Detailed
descriptions of the Group’s accounting policies for
each revenue stream are provided below.
The nature of the Group’s promises are to attract end
users (players) using online marketing methodologies
and to redirect these customers to the online
sportsbooks and casinos. The Group is thus not
involved in the operator’s delivery of gaming or
gambling services to the players or otherwise to
arrange for these gaming or gambling services to be
provided by the online sportsbooks and casinos. As
such, the Group has concluded that it is the principal
in its revenue arrangements within the affiliate
marketing business.
Commission fees
Management considers the promises in the
commission fee agreements to represent a series
of distinct performance obligations related to
redirecting players on a continuous basis to the online
gaming and gambling providers.
The Group has no material obligations for discounts,
incentives or refunds of commissions subsequent to
completion of its performance obligations.
The payment terms are generally 7 days for the ‘paid
segment’ and 31 days for the ‘publishing segment’.
Invoices are generally raised after the work has been
performed and the Group’s obligations have been
Information about the Group’s revenue disaggregated by
product line is provided above in note 2.1, which also shows
the relationship between revenue by product line and
revenue information disclosed for the reportable segments,
i.e. Paid Media and Publishing.
Revenue
Note 2.2
Gentoo Media | PLC Report 2025 | Section 2
34
Financial statements
Revenue share agreement
For revenue share agreements, the Group receives
a share of the net gaming revenues that the gaming
operator generates over the lifetime of the referred
player. The revenue share to which the Group is entitled
is based on the operator’s positive net gaming revenue
generated by the portfolio of referred players within
a calendar month. An operator’s negative net gaming
revenue does not yield a negative revenue share
amount for the Group for the applicable period. As
such, the Group does not recognize revenue in the
corresponding period when the operator has negative
net gaming revenue. Negative net gaming revenue for
a month is normally not carried forward to be offset
against positive net gaming revenue from the same
referred players in subsequent calendar months. Thus,
the Group recognizes revenue in subsequent periods
without deductions from previous periods’ negative
net gaming revenue.
Since the revenues are not fixed at the outset, the
commission fees for each referral are considered
variable consideration and are only recognized to
the extent it is probable that no significant reversal
occur when the fees are ultimately known. Although
performance is complete when the referral is accepted
by the operator, the ultimate revenue-sharing fees
from the referral are subject to significant uncertainties,
including how long the referred player will remain active,
patterns of wins and losses, regulatory developments,
etc. Consequently, revenue-share fees are considered
constrained and not included in the transaction
price until the uncertainties are resolved. Revenue is
therefore recognized in the month the related positive
net gaming revenue is earned by the respective gaming
operators from the portfolio of referred players.
Cost per acquisition (CPA) agreements
For a cost per acquisition agreement, the operator
pays a one-time fee to the Group for each player that
registers and deposits a minimum amount on the
operator’s site. The CPA commission fees are based on
pre-agreed fixed rates, and are by nature variable as the
fees are only payable - if and when - the deposits are
made by the players. Revenue from CPA fees for each
player referral are recognized by the Group when the
uncertainty is resolved, being in the month where the
referral creates a qualifying account with the operator
(i.e. making a deposit).
CPA fees are normally paid to the Group shortly after
the month-end.
Listing fees / other revenue
Other revenue primarily comprises listing fee
agreements. In such agreements, an operator pays a
fixed fee for exposure in the form of being provided
a prominent position and to be critically reviewed on
the Group’s websites. As such, the operators receive
and consume the benefits as the Group performs,
i.e. during the period the operators are provided the
prominent position. The related revenue is therefore
recognized over time on a linear basis over the term of
Note 2.2 | Revenue
Gentoo Media | PLC Report 2025 | Section 2
35
Financial statements
Accounting policies
Special items consist of recurring and non-
recurring items that management does not
consider to be part of the Group’s ordinary
operating activities, i.e. acquisition costs,
adjustment of earn-out payments related to
acquisitions and restructuring costs.
Special items are shown separately from the
Group’s ordinary operations to facilitate a
better understanding of the Group’s financial
performance.
2024 restated | |||
EUR’000 | As reported | Special item | If special items had not been presented seperately |
| Other operating expenses | - 14,643 | - 766 | - 15,409 |
2025 | |||
EUR’000 | As reported | Special item | If special items had not been presented seperately |
| Other income | 2,306 | 204 | 2,510 |
| Other operating expenses | - 9,037 | - 3,171 | - 12,208 |
| Employee costs | - 21,898 | - 2,308 | - 24,206 |
Split from Platform and Sportsbook
Special items for the year 2025 include costs associated
with the separation from the Platform and Sportsbook
operations amounting to EUR 3,171 thousand (2024:
EUR 766 thousand). These activities also led to various
optimisation initiatives and projects, which are reflected in
operational expenses under special items.
Streamlining of operations
Further, special items for the year 2025 include costs
of EUR 2,308 thousand (2024: nil) incurred as part
of restructuring and streamlining efforts across the
organisation, primarily reflected in personnel-related
expenses.
| EUR’000 | 2025 | 2024 |
Special items, income | ||
| Earnout reversal | - 204 | - |
Special items, expenses | ||
| Split from Platform and Sportsbook | 3,171 | 766 |
| Streamlining of operations | 2,308 | - |
| Special items | 5,275 | 766 |
Special items comprise of the following:
Earnout reversal
The earnout reversal of EUR 204 thousand in 2025 is
recognised as an income under special items, arising from
a reassessment of contingent considerations related to
the acquisition of KaFe Rocks Ltd.
Key accounting judgements
The use of special items entails management judgement
in the separation from ordinary items. Management
carefully considers individual items and projects (including
restructuring) in order to ensure the correct distinction and
split between operating activities and significant income
and expenses of a special nature. Management initially
assesses the entire restructuring project and recognises
all present costs of the project.
The projects are assessed on an ongoing basis, with
additional costs possibly being incurred during the lifetime
of the project. The estimate includes expenses related
to termination of employees, onerous contracts, break
fees and other obligations arising in connection with
Impact of special items on operating profit
If special items had been recognised in operating profit before special items, they would have been included in the
following line items:
Gentoo Media | PLC Report 2025 | Section 2
36
Financial statements
Remuneration to key management
The Group’s key management comprises of members of
the Board of Directors and the Group management team.
It is the Group’s policy that the remuneration of the
directors is based on a salary which reflects the tasks and
responsibility of their employment and the value added
to the Group. This remuneration is established on an
individual basis.
In addition, the Group has granted share options to the key
management in recognition of services rendered, refer to
note 2.5. Remuneration to key management members, as
specified above, represents the expenses recognised in
the periods covered by these financial statements.
Employee costs include wages and salaries,
cash bonuses, share-based payments, pension
costs, benefits and social security costs. In
general, employee costs are expensed when
the services are rendered by the employees.
Employee costs also include termination
benefits, which are expensed when an
agreement has been reached between the
Group and the employee and no future service
is rendered by the employee in exchange for
the termination payment.
The accounting policy for share-based
payments is provided in note 2.5.
| EUR’000 | 2025 | 2024 restated |
| Wages and salaries | 24,278 | 22,286 |
| Social security costs | 2,507 | 2,677 |
| Share based payment expense | 531 | 59 |
| Total employee costs before capital- isation | 27,316 | 25,022 |
Employee costs capitalised as part of software development | - 5,418 | - 5,637 |
Total employee costs recognised in the income statement | 21,898 | 19,385 |
Average number of full-time employ- ees | 340 | 335 |
| EUR’000 | 2025 | 2024 |
| Short-term employee benefits | 1,416 | 3,463 |
| Share based payment expense | - | 55 |
| Termination benfits | 379 | - |
| Total | 1,795 | 3,518 |
Employee costs
Note 2.4
Employee cost
Gentoo Media | PLC Report 2025 | Section 2
37
Financial statements
The Group’s key management personnel and selected
key employees are part of the share-based payment
plans granted by the Group’s parent, Gentoo Media Inc.
As such, the Group has over time had various share-based
payment plans where the exercise and vesting terms are
established at the time of grant. The initiatives for these
share-based payment plans aimed to align the interests
of the participants with those of the shareholders and to
support the Group’s strategic objectives.
All options granted are conditional on the participants
completing a specified number of years’ service (the
vesting period). The options are generally vesting in
instalments over 1 to 6 years. The exercise of the share
options is conditional on continued employment at the
day of exercise. Once vested, the options are exercisable
in four annual exercise windows. No other vesting or non-
vesting conditions apply.
The Group has no legal or constructive obligation to
settle or repurchase the options in cash. Accordingly, the
option plans are classified as equity-settled share-based
payment plans. The fair value of stock options granted
is determined using the Black-Scholes option-pricing
model.
Share option plans granted in 2025 programme
In alignment with the Group’s previous programmes,
the Board of Directors formally approved a share option
plan for key employees in April 2025. The shares options
granted are vesting in three instalments with vesting
dates ranging from 2028 to 2030. The terms of the
2025 programme are similar to the terms of the Group’s
programmes granted in previous years.
The fair value at grant date is determined using a Black-
Scholes option-pricing model that takes into account the
share price at grant date, the exercise price, the risk-free
interest rate for the term of the options, the expected
volatility and the term of the options (the expected
date fair value of EUR 0.48 per share option. The total grant
date fair value amounts to EUR 3,438 thousand.
The average model inputs for share options granted during
2025 included:
/ Share price at grant date: SEK 16.84 (EUR 1.55)
/ Exercise price: SEK 22.70 (EUR 2.10)
/ Expected volatility: 45.30%
/ Risk-free interest rate: 2.38%
/ Expected maturity: 4.64 yrs
The expected volatility was based upon an analysis of the
historical volatility of peer-group
public companies within the affiliated marketing industry
and is therefore considered to be reasonably comparable
to the Group. The annualised volatility was calculated using
data about the peer company’s share prices over a three-
Outstanding instruments - Options
The total expense recognised in 2025 arising from equity-
settled share-based payment transactions amounts to
EUR 531 thousand (2024: EUR 59 thousand).
During 2025, there were a number of resignations and
therefore options forfeited as the option holders did not
Share-based payment schemes
Note 2.5
Number of options
Average
exercise price
in € per option
Executive Management Other Total
Outstanding at 1 January 2025 265,500 854,100 1,119,600 1.74
Granted 4,750,000 2,410,000 7,160,000 2.09
Exercised - 22,000 22,000 1.09
Expired 52,000 256,100 308,100 1.55
Forfeited - 2,100,000 2,100,000 2.09
Outstanding at 31 December 2025 4,963,500 886,000 5,849,500 2.06
Outstanding at 1 January 2024 326,600 1,648,750 1,975,350 1.75
Exercised 61,100 484,150 545,250 1.44
Forfeited - 310,500 310,500 1.73
Outstanding at 31 December 2024 265,500 854,100 1,119,600 1.74
Gentoo Media | PLC Report 2025 | Section 2
38
Financial statements
Accounting policies
The Group’s parent, Gentoo Media Inc., operates a
number of equity-settled share-based compensation
plans. Through these plans, the Group receives
services from employees as consideration for equity
instruments (options) of Gentoo Media Inc. The fair
value of the employee services received in exchange
for the grant of the options is recognised by the Group
as an expense.
Equity-settled share-based payment transactions are
measured at the grant date at fair value for employee
services, which requires a valuation of the options.
Once the fair value has been determined, the amount
recognised as an expense is adjusted to reflect the
number of awards for which the related service is
expected to be met, such that the amount ultimately
recognised is based on the number of awards that
meet the related service.
At the end of each reporting period, the Group
revises its estimates of the number of options that are
expected to vest based on the non-market vesting
conditions and service conditions. It recognises the
impact of the revision to original estimates, if any, in the
income statement, with a corresponding adjustment to
At the end of 2025 there are currently 789,500 share options (2024: 236,500) that are vested but not exercised. The
| Grant dates (year) | Vest dates (range) | Expiry dates | Exercise prices € | Share options | |
| 2025 | 2024 | ||||
| 2019 | 2020-2022 | March 2025 | 2.18 | - | 30,000 |
| 2021 | 2022-2024 | December 2026 | 1.09 | 127,000 | 206,500 |
| 2022 | 2023-2025 | December 2027 | 1.59 | 662,500 | 883,100 |
| 2025 | 2028 | April 2029 | 1.96 | 2,894,320 | - |
| 2025 | 2029 | April 2030 | 2.16 | 1,082,840 | - |
| 2025 | 2030 | April 2031 | 2.37 | 1,082,840 | - |
| 5,849,500 | 1,119,600 | ||||
Share options outstanding at 31 December 2025 have the following expiry date and exercise prices.
Note 2.5 | Share-based payment schemes
Gentoo Media | PLC Report 2025 | Section 2
39
Financial statements
Other operating income and expenses
Note 2.6
Other operating income
Other operating income of EUR 2,306 thousand (2024:
nil) arises from the derecognition of a customer-related
liability and is assessed as part of the Group’s ordinary
operating activities.
Other operating expenses
Other operating expenses amount to EUR 9,037 thousand
(2024: EUR 14,643 thousand), which primarily consist of
consultancy costs of EUR 5,250 thousand (2024: EUR
8,807 thousand) as well as licenses and software expenses
of EUR 3,287 thousand (2024: EUR 2,354 thousand).
Gentoo Media | PLC Report 2025 Financial statements | Back to FS content
40
41 Note 3.1 / Intangible assets
43 Note 3.2 / Impairment test
45 Note 3.3 / Leases
46 Note 3.4 / Amortisation, depreciation and impairment losses
47 Note 3.5 / Discontinued operations
Operating assets
and liabilities
Gentoo Media | PLC Report 2025 | Section 3
41
Financial statements
Domains amounting to EUR 38,719 thousand (2024:
EUR 47,365 thousand) comprise of domains acquired
by the Group through business combinations and
asset acquisitions. For consistent presentation across
subsidiaries a reclassification of EUR 1,283 thousand
was affected. The remaining useful life of the domains is
Change in useful life of domains
Following the spin-off and other significant activities
undertaken in 2025, Management reassessed the
estimated useful lives of intangible assets, with
particular emphasis on domain-related assets.
Management believes that the domains can provide
economic benefits as long as they are continuously
renewed and maintained. The domain registration
rights can be renewed indefinitely at relatively low
cost, with no legal or contractual limit to ownership.
Management has both the intention and the ability to
renew the domains with no foreseeable limitation of
use. In addition, brand recognition is a key driver of
customer acquisition and retention. As the domains are
core to certain of the companies brands, the brand —
and thus the domain — has no foreseeable end date.
Management has therefore assessed that domains
have indefinite useful lives. Consequently, Domains
are not amortised from July 2025 onwards, but tested
annually for impairment.
The net effect in 2025 of the revised assessment of
the useful lives is decrease in the amortisation expense
of EUR 4.36 million. In 2026, the annual amortisation
expenses are expected to decrease by EUR 8.72
million.
Management will review the assessment annually to
determine whether the indefinite life continues to be
supportable.
Key accounting judgements
Determination of development vs maintenance
Determining whether work performed on the
Group’s existing technology platforms constitutes
development qualifying for capitalisation or
maintenance costs to be recognised in the income
statement, involves judgement. The judgement
involves assessments made by managers and product
owners, which consider if the work creates new or
increased revenue, which separately meets the criteria
for development projects developed internally.
In contracts, work performed with the purpose to
maintain current revenue streams is considered
maintenance to ensure the current state of already
developed features, which previously has been
capitalized during development.
| EUR’000 | Goodwill | Trademarks | Domains | Affiliate contracts & database | Technology platform | Total |
Cost | ||||||
| Balance 1 January 2024 | 30,345 | 850 | 86,683 | 20,349 | 14,066 | 152,293 |
| Acquisitions from business combinations | 3,754 | - | - | 718 | - | 4,472 |
| Additions | - | 679 | 8,346 | 546 | 6,082 | 15,653 |
| Disposals | - | - | - 210 | - | - | - 210 |
| Reclass to other assets | - | - 850 | 700 | - | - | - 150 |
| Exchange rate adjustment | - 60 | - | - | 80 | - | 20 |
| 31 December 2024 | 34,039 | 679 | 95,519 | 21,693 | 20,148 | 172,078 |
Amortisation and impairment | ||||||
| Balance 1 January 2024 | - | - | - 39,372 | - 11,162 | - 8,746 | - 59,280 |
| Amortisation for the period | - | - 9,846 | - 2,869 | - 3,649 | - 16,364 | |
| Impairment for the period | - 58 | - | - | - | - | - 58 |
| Reclass to other assets | - | - | 1,064 | - 1,064 | - | - |
| 31 December 2024 | - 58 | - | - 48,154 | - 15,095 | - 12,395 | - 75,702 |
| Balance at 31 December 2024 restated | 33,981 | 679 | 47,365 | 6,598 | 7,753 | 96,376 |
| EUR’000 | Goodwill | Trademarks | Domains | Affiliate contracts & database | Technology platform | Total |
Cost | ||||||
| Balance 1 January 2025 | 34,039 | 679 | 95,519 | 21,693 | 20,148 | 172,078 |
| Additions | - | - | - | 1,305 | 6,444 | 7,749 |
| Disposals | - | - | - 876 | - | - | - 876 |
| Reclass to other assets | - | - | - 4,278 | - | 4,278 | - |
| 31 December 2025 | 34,039 | 679 | 90,365 | 22,998 | 30,870 | 178,951 |
Amortisation and impairment | ||||||
| Balance 1 January 2025 | - 58 | - | - 48,154 | - 15,095 | - 12,395 | - 75,702 |
| Amortisation for the period | - | - | - 4,487 | - 3,619 | - 6,957 | - 15,063 |
| Impairment for the period | - | - | - 2,000 | - | - 793 | - 2,793 |
| Reclass to other assets | - | - | 2,995 | - | - 2,995 | - |
| 31 December 2025 | - 58 | - | - 51,646 | - 18,714 | - 23,140 | - 93,558 |
| Balance at 31 December 2025 | 33,981 | 679 | 38,719 | 4,284 | 7,730 | 85,393 |
Gentoo Media | PLC Report 2025 | Section 3
42
Financial statements
Note 3.1 | Intangible assets
Accounting policies
Goodwill
Goodwill arises on the acquisition of subsidiaries
through business combinations.
Goodwill is initially recognised at the amount by which
the purchase price for a business combination exceeds
the recognised value of the identifiable assets and
liabilities acquired. Goodwill comprises future growth
expectations, buyer-specific synergies, the workforce in
place etc. After initial recognition, goodwill is measured
at cost less accumulated impairment losses. Goodwill
is not amortised, but is tested for impairment annually
charged in previous years cannot be reversed.
Domains
Domains arises primarily from acquisition of businesses
or asset acquisitions and are initially recognised
fair value. Separately acquired domains are initially
recognized at cost. Domains are subsequently
measured at cost less accumulated amortisations and
impairment losses. As of 30 June 2025, the useful lives
Affiliate and customer contracts
Acquired affiliate contracts are measured at historical
cost less accumulated amortizations. Where such assets
are acquired in a business combination, historical cost
customer contracts are estimated to have a useful life of
3 years, determined by reference to the expected user
Computer software and technology platforms
Acquired computer software and technology platforms
are capitalised on the basis of the costs incurred to
acquire and bring to use these assets. Where such
assets are acquired in a business combination, historical
costs are amortised over their estimated useful lives of 3
to 4 years or, in the case of computer software, over the
costs that are directly attributed to the design and
testing of identifiable and unique software products
controlled by the Group are recognised as intangible
assets when the following criteria are met:
asset so that it will be available for use;
/ Management intends to complete the intangible asset
and use or sell it;
/ There is an ability to use or sell the intangible asset ;
/ It can be demonstrated how the intangible asset will
generate probable future economic benefits;
/ Adequate technical, financial and other resources
to complete the development and to use or sell the
intangible asset are available; and
/ The expenditure attributable to the intangible asset
during its development can be reliably measured.
Directly attributable costs that are capitalised include
primarily cost for the development employees. The
assessment of whether such costs satisfy the above
conditions for capitalisation is made by Management
and is based on data logged in a project management
platform. Other development expenditures that do not
meet these criteria are recognised as an expense as
incurred.
Critical accounting estimates
Useful lives of domains
The Group reviews the estimated useful lives of domains
at least annually. As described above, the useful lives
of the Group’s domains were in July 2025 revised to be
considered indefinite. When estimating the domain’s
useful lives Management considers among other the
Group’s legal rights to renew domains when they expire,
including related renewal costs, and whether the Group
has both the intention and ability to renew the domains
with no foreseeable limitation in use.
Gentoo Media | PLC Report 2025 | Section 3
43
Financial statements
Impairment test result for the year
In accordance with the Group’s accounting policies,
Management performs an annual impairment test of
performed in 2025 and 2024 did not result in recognition
The impairment tests are an assessment of whether a cash
generating unit will be able to generate sufficient positive
net cash flow in the future to support the carrying amount
of the asset or assets related to the unit.
Management also reviews whether there are any
indications that non-current assets may be impaired.
In that connection Management identified that certain
specific assets underperformed relative to expectations,
which resulted in recognition of impairment losses on
domains by EUR 2,000 thousand and EUR 793 thousand
on technology platforms. Impairment losses of EUR 58
thousand on goodwill were recognised in 2024.
Details about the impairment test of goodwill and other
intangible assets and impairment losses recognised in
2025 are provided below.
Impairment test
The Group’s goodwill primarily relates to prior years’
acquisitions of AskGamblers Ltd. and KaFe Rocks Ltd.,
websites. Following the reassessment in 2025 of the useful
lives of domains being indefinite, the carrying amount of
domains are tested for impairment together with goodwill
and intangible assets with definite useful lives.
Consistent with the Group’s management reporting
structure the cash generating units are the operating and
reportable segments, being Paid and Publishing, which
also represent the smallest group of assets in the business.
The identification of CGUs are consistent with last year.
The carrying amount of goodwill and other intangible
assets are allocated to the CGUs as follows:
The recoverable amount determined in the impairment
test is based on a ‘value in use’ calculation. To determine
the value in use, Management is required to estimate
the present value of the future free net cash flow based
on budget for 2026 as approved by the Group’s Board,
and forecasts for 2027-2030 (2024: 2026 - 2028).
Management’s estimates also include projections for the
terminal period.
Key assumptions in the estimate of the present value are
revenue growth and EBITDA margin.
/ Revenue growth rate is the average annual growth rate
over the four-year forecast period. It is based on past
performance and management’s expectations of market
development. The development of revenue growth is
expected to be realised based on all the Group’s activities.
Paid and Publishing is supported by a documented
increasing level of activity with the Group’s existing
customers and the expectation and a general increase in
the market.
/ EBITDA-margin reflects the margin in the budget for
2026 and average margin in the four-year budget period.
The expected EBITDA-margin is based on historical
experience and the assumptions about expected market
developments. The expected margin reflects a materially
learner cost base following the operational improvements
and restructuring activities incurred in 2025.
The projected cash flows also include assumptions
regarding the following:
/ The long-term growth rate in the terminal period is based
on the expected growth rate in the world economy.
/ The pre-tax discount rate reflects specific risks relating to
the segments.
/ Marginal tax rate is the expected rate over the three-year
forecast period. For Paid it is based on current Danish tax
legislation, and for Publishing it is based on current Maltese
tax legislation.
2024 | |||
| EUR’000 | Paid Media | Publishing | Total |
| Goodwill | 5,853 | 28,128 | 33,981 |
Other intangibles assets with indefinite useful lives | - | 679 | 679 |
Intangible assets with definite useful lives | 654 | 61,062 | 61,716 |
| Total intangible assets | 6,507 | 89,869 | 96,376 |
2025 | |||
| EUR’000 | Paid Media | Publishing | Total |
| Goodwill | 5,853 | 28,128 | 33,981 |
Other intangibles assets with indefinite useful lives | - | 39,398 | 39,398 |
Intangible assets with definite useful lives | 12 | 12,002 | 12,014 |
| Total intangible assets | 5,865 | 79,528 | 85,393 |
| 2025 | 2024 | |||
Paid Media | Publishing | Paid Media | Publishing | |
Long term growth rate | 2% | 2% | 2% | 2% |
| Pre-tax discount rate | 16% | 16% | 15% | 15% |
Marginal tax rate | 22% | 5% | 22% | 5% |
Gentoo Media | PLC Report 2025 | Section 3
44
Financial statements
The calculated value in use for each cash generating unit
is considerably higher than the carrying amount. The
impairment test thus shows that goodwill other intangible
assets are not impaired. In Management’s opinion, no
reasonable likely change to the key assumptions will
result in the carrying amount of each cash-generating
unit exceeding the value in use significantly. In the prior
year, there were no reasonably possible changes in any
of the key assumptions that would have resulted in an
impairment.
Impairment loss on domains and technology platform
In 2025, an impairment loss of EUR 2,000 thousand
was recognised relating to a domain that is part of the
Publishing segment. In December 2025, Management
reviewed the performance of the domain and concluded
that it did not generate revenue in accordance with
expectations and was therefore written down to its
recoverable amount of EUR 983 thousand, which was
determined by reference to the domain’s fair value less
cost of disposal. The main valuation input used was a
revenue multiple, reflecting Management’s expectations
for the revenue-multiple that could be obtained from a
sale of the domain. Since the estimated revenue-multiple
is a significant unobservable input, the fair value of the
domain is classified as a level 3 fair value.
In addition, an impairment loss of EUR 793 thousand was
part of the Publishing segment. The write-down is related
to a separate development project, which no longer will
be used by the Group and where all related development
activities have ceased. The net realisable value was
therefore nil.
The total impairment loss of EUR 2,793 thousand have been
recognised in the income statement within amortisation,
depreciation and impairment losses.
Critical accounting estimates
Impairment test
In performing impairment tests, management assesses
whether the CGU to which the goodwill and other
intangible assets relates is expected to generate
sufficient net cash flows to support the carrying amount
of intangibles. The assessment is based on estimates of
expected future cash flows (value in use) for the individual
CGU, which by nature are uncertain.
Estimates are based on financial budgets for the following
year, as approved by management, which assessed,
expected growth and market developments and are
discounted to present value. Assumptions applied in the
and forecasting period of four years as well as terminal
growth rates and margins applied are described above.
Note 3.2 | Impairment test
Accounting policies
Assets that have an indefinite useful life are not
subject to amortisation and are tested annually for
impairment.
The Group performs impairment tests of goodwill
and other intangible assets with indefinite useful
lives (i.e. domains and trademarks) at the reporting
intangible assets are tested annually, or more
frequently if events or changes indicate that the
carrying amount may not be recoverable.
When performing the impairment test, the
recoverable amount of the asset is determined
as the higher of the fair value of the asset less
anticipated costs of disposal and its value in use.
Value in use is calculated as the present value of
expected future cash flows from the asset or the
CGU to which the asset belongs. Each CGU to which
goodwill is allocated represents the lowest level
within the Group at which goodwill is monitored by
Management.
Goodwill is tested for impairment together with other
allocated. Impairment of goodwill is recognised in
the income statement if the carrying amount of the
CGU exceeds its estimated recoverable amount.
Impairment of goodwill is not reversed.
Impairment of other non-current assets is reversed if
estimates used to calculate the recoverable amount
change. An impairment loss is reversed to the extent
that the carrying amount does not exceed the
carrying amount that would have been determined,
net of amortisation, had no impairment loss been
recognised.
Non-financial assets other than goodwill that
suffered an impairment are reviewed for possible
reversal of the impairment at the end of each
reporting period.
Gentoo Media | PLC Report 2025 | Section 3
45
Financial statements
No change was required in 2025 or in 2024 that would have
resulted in a change in the lease term.
The Group has recognised the following amounts related
to leases:
Additions to the right-of-use assets during the 2025
financial year were EUR 3,078 thousand (2024: EUR 2,081
thousand).
The income statement shows the following amounts
related to leases:
For 2025, the total cash outflow for leases amounted to
EUR 1,642 thousand (2024: EUR 2,807 thousand).
The maturity analysis of lease liabilities is provided in note
Nature of the Group’s leasing activities
The Group leases various properties. Rental contracts are
typically made for fixed periods of 1 to 8 years but may have
extension options as described below. Lease terms are
negotiated on an individual basis and contain a wide range
of different terms and conditions. The lease agreements
do not impose any covenants, but leased assets may not
be used as security for borrowing purposes.
Extension and termination options are included in a number
of properties across the Group. These terms are used
to maximise operational flexibility in terms of managing
contracts. The majority of extension and termination
options held are exercisable only by the Group and not
by the respective lessor. In determining the lease term,
Management considers all facts and circumstances that
create an economic incentive to exercise an extension
option or not exercise a termination option. Extension
options (or termination options) are only included in the
lease term if the lease is reasonably certain to be extended
(or not terminated). The assessment is reviewed if a
significant event or a significant change in circumstances
occurs which affects this assessment and that is within
the control of the lessee. Termination options are primarily
related to the Group’s office locations in Denmark, Malta
| EUR'000 | 2025 | 2024 |
| Buildings | 4,690 | 2,902 |
| Total right-of-use assets | 4,690 | 2,902 |
EUR'000 2025 2024
Current 1,161 1,088
Non-current 3,777 2,114
| EUR'000 | 2025 | 2024 |
| Depreciation | 1,335 | 824 |
| Interest expense | 372 | 296 |
| Total lease liabilities | 1,707 | 1,120 |
Accounting policies
The Group’s leases relate primarily to office
premises and recognises a right-of-use asset and
a corresponding lease liability at the date at which
the leased asset is available for use by the group.
At initial recognition, future lease payments are
discounted using the interest rate implicit in the
lease, if that rate can be readily determined, or
alternatively the incremental borrow rate of the
respective entity holding the lease. Lease liabilities
are subsequently measured by increasing the
carrying amount to reflect interest on the lease
liability, and reducing the carrying amount to
reflect the lease payments made. Contracts may
contain both lease and non-lease components.
The Company has elected not to separate lease
and non-lease components and instead accounts
Right-of-use assets are measured at cost
comprising the following:
/ the amount of the initial measurement of lease
liability;
/ any lease payments made at or before the
commencement date less any lease incentives
received;
/ any initial direct costs; and
/ restoration costs.
The Group subsequently depreciates right-of-
use assets over the shorter of the asset’s useful
Variable lease payments other than those based
on an index or rate are recognised in the income
statement when incurred.
Payments associated with short-term or low
value - leases are recognised on a straight-line
basis as an expense in profit or loss presented
Gentoo Media | PLC Report 2025 | Section 3
46
Financial statements
Property, plant and equipment
Property, plant and equipment amounting to EUR 2,063 thousand (2024: EUR 1,037 thousand) comprises primarily of
leasehold improvements of EUR 863 thousands (2024: EUR 158 thousand). For 2025, total additions amounted to EUR 1,423
thousand (2024: EUR 656 thousand) of which 732 thousand were leasehold improvements, primarily related to the Group’s
new office in Malta. There were no significant disposals in 2025 or 2024.
Amortisation, depreciation
and impairment losses
| EUR’000 | 2025 | 2024 restated |
| Amortisations on intangible assets | 15,063 | 16,364 |
| Depreciations on property, plant & equipment | 363 | 15 |
| Depreciations on right-of-use assets | 1,335 | 824 |
| Impairment losses on intangible assets | 2,793 | 58 |
| Total | 19,554 | 17,261 |
Gentoo Media | PLC Report 2025 | Section 3
47
Financial statements
On 30 September 2024, the Group completed its
restructuring process of dividing the media and platform
divisions into two independently listed companies. The
split was achieved through a divestment of the platform
& sportsbook business, which was distributed to the
shareholders of the Group’s parent company, Gentoo
Media Inc. (formerly Gaming Innovation Group Inc). For
2024, the results of the divested business were presented
as discontinued operations in the income statement. The
distribution was a reduction in capital contribution.
The key figures for the discontinued operations were:
The carrying amounts of assets and liabilities as at the date
of the distribution (30 September 2024) were:
| EUR’000 | 2024 |
| Intangible assets | 46,015 |
| Other non-current assets | 3,538 |
| Current assets | 31,801 |
| Total assets | 81,354 |
| Trade and other payables | 20,294 |
| Other liabilities | 5,061 |
| Total liabilities | 25,355 |
| EUR’000 | 2024 |
| Revenue | 29,352 |
| Expenses | - 106,873 |
| Profit before income tax | - 77,521 |
| Income tax | - 1,391 |
| Loss from discontinued operations after tax | - 78,912 |
Cash flows | |
| Operating activities | - 24,635 |
| Investing activities | - 10,641 |
| Financing activities | 34,634 |
Accounting policies
A discontinued operation is a component
of the Group that has been disposed of or
is classified as held for distribution and that
represents a separate major line of business
or geographical area of operations, is part of
a single coordinated plan to dispose of such
a line of business or area of operations, or is a
subsidiary acquired exclusively with a view to
resale.
The results of discontinued operations are
presented separately in the consolidated
statement of comprehensive income.
Gentoo Media | PLC Report 2025
48
Financial statements | Back to FS content
49 Note 4.1 / Trade and other receivables
51 Note 4.2 / Cash flow statement specification
52 Note 4.3 / Income tax and deferred income tax
Gentoo Media | PLC Report 2025 | Section 4
49
Financial statements
As at 31 December 2025, Management recorded a loss
allowance of EUR 2,147 thousand (2024: EUR 2,805
thousand) which reconciles to the opening loss allowance
as follows:
from customers are within controlled parameters. The
Group monitors the performance of these financial assets
on a regular basis to identify incurred collection losses
which are inherent in the Group’s receivables taking into
account historical experience in collection of accounts
Expected credit losses
The Group’s trade receivables are subject to the expected
credit loss model.
For trade receivables the Group applies a simplified
approach in calculating expected credit losses. Therefore,
the Group does not track changes in credit risk, but instead
recognises a loss allowance based on lifetime expected
credit losses at each reporting date. The Group has
established a provision matrix that is based on days past
due for each of the group entities as these individually have
similar loss patterns. These historic loss rates are reviewed
by Management to reflect factors specific to the debtors
outstanding at the balance sheet date, as well as to reflect
the Group’s revised debt-collection procedures, which
have been enhanced during 2025 with the objective to
decrease the credit risk.
Intercompany receivables are assessed based on the
underlying financial position of the respective subsidiaries.
Management considers the associated credit risk to be
low, and any expected credit loss to be immaterial.
As of 31 December 2025, the Group’s trade and other
The Group is primarily exposed to credit risk from the trade
receivables amounting to EUR 15,822 thousand (2024: EUR
21,462 thousand), consisting of the risk that counterparties
fail to meet their contractual obligations when they fall
due.
Other receivables include a receivable of EUR 8,958
thousand (2024: nil) from the Group’s parent company,
Gentoo Media Inc. Amounts due from the parent company
are repayable on demand and interest free.
The Group seeks to mitigate its credit risk by assessing
the credit quality of its customers taking into account
financial position, past experience and other factors. The
Group has processes in place to ensure that sales are only
made to customers with an appropriate credit history. The
Group manages credit limits and exposures actively in a
Note 4.1
Trade and other receivables
| EUR’000 | 2025 | 2024 |
| Expected credit loss at 1 January | 2,805 | 1,435 |
Increase/decrease in loss allowance recognised in profit or loss during the year | - 215 | 1,702 |
Receivables written off during the year as uncollectible | -443 | - 332 |
| Expected credit loss at 31 December | 2,147 | 2,805 |
| EUR '000 | 2025 | 2024 restated |
| Trade receivables | 15,822 | 21,462 |
| Accrued income | 909 | 1,494 |
| Other receivables | 10,749 | 1,667 |
| Total receivables | 27,480 | 24,623 |
Gentoo Media | PLC Report 2025 | Section 4
50
Financial statements
It is Management’s assessment that no significant
concentration risk exists as the trade receivable portfolio
is diverse. The expected credit loss for 2024 was based
on the trade receivables before restatement of EUR
2,372 thousand, hence the expected credit loss has not
been adjusted to reflect the restated trade receivables
for 2024. Trade receivables of EUR 1,230 thousand were
excluded in the previous year from the expected credit
loss assessment due to insufficient information, as they
relate to a recent acquisition with limited historical data
available to management.
EUR’000
Trade
receivables, gross
Expected
loss rate
Expected
credit loss
Carrying
amount
31 December 2025
Not due 7,692 1% 89 7,603
Overdue 1-30 days 3,110 2% 57 3,053
Overdue 31 to 60 days 1,034 4% 39 995
Overdue 61 to 90 days 410 5% 19 391
Overdue 90 to 120 days 395 5% 19 376
Overdue +120 days 5,328 36% 1,924 3,404
Total 17,969 - 2,147 15,822
31 December 2024
Not due 12,406 1% 150 12,256
Overdue 1-30 days 3,354 3% 105 3,249
Overdue 31 to 60 days 2,355 6% 142 2,213
Overdue 61 to 90 days 1,621 10% 167 1,454
Overdue 90 to 120 days 769 14% 107 662
Overdue +120 days 4,904 44% 2,134 2,770
Total 25,409 - 2,805 22,604
Note 4.1 | Trade and other receivables
Trade receivables are amounts due from customers
for services performed in the ordinary course of
business.
Trade and other receivables are recognized
initially at fair value and subsequently measured at
amortised using the effective interest method, less
provision for impairment. The Group’s model for
managing trade and other receivables is to collect
the contractual cash flows arising from them,
and those cash flows have been determined to
represent solely payments of principal and interest.
The carrying amount of the asset is reduced
through the use of an allowance account, and the
amount of the loss is recognised in profit or loss.
For all trade receivable, the Group applies the IFRS
9 simplified approach in measuring the expected
credit losses, which uses a lifetime expected loss
allowance.
When a receivable is uncollectible, it is written off
against the allowance account for trade and other
receivables. Subsequent recoveries of amounts
previously written off are credited against profit or
loss.
Gentoo Media | PLC Report 2025 | Section 4
51
Financial statements
Cash flow statement specification
| EUR’000 | 2025 | 2024 restated |
| Change in trade and other receivables | - 2,857 | - 11,502 |
| Change in trade and other payables | - 113 | 4,474 |
| Other changes in assets and payables | 304 | 1,419 |
| Total change in working capital | - 2,666 | - 5,609 |
| EUR’000 | 2025 | 2024 restated |
| Depreciation and amortisation charges | 16,761 | 33,243 |
| Share-based compensation | 531 | 59 |
| Impairment of assets | 2,793 | 51,051 |
| Loss on disposal of intangible assets and property, plant and equipment | 234 | 393 |
| Other non-cash items | - 190 | - 532 |
| Total non-cash adjustments | 20,129 | 84,214 |
Changes in working capital
Adjustments for non-cash items
/ Distribution of the Platform & Sportsbook segment, as disclosed in more detail in note 3.5. The segment held EUR 9,968
thousand in cash and cash equivalents at that date, reducing the Group’s cash and cash equivalents by an equivalent
/ Acquisitions of subsidiaries and intangible assets amounting to EUR 4,788 thousand were funded through deferred
consideration arrangements.
/ Reduction in a deferred consideration liability amounting to EUR 2,496 thousand funded by the Company’s parent issuing
shares. Further additions of EUR 2,361 thousand were recorded, which were the result of the capitalisation of receivable
balances.
/ Reduction of EUR 3,469 thousand in the loan from the Group parent, executed through the Company’s assignment of
Gentoo Media | PLC Report 2025 | Section 4
52
Financial statements
Income taxes
Total income tax for the year is specified as follows:
Income tax is attributable to:
Effective tax rate
| EUR’000 | 2025 | 2024 restated |
Current tax | ||
| Current tax on profit for the year | 12,033 | 21,206 |
| Total current tax | 12,033 | 21,206 |
| Deferred tax expense/ (benefit) | - 10,335 | - 21,578 |
| Total income tax | 1,698 | - 372 |
| EUR’000 | 2025 | 2024 restated |
| Profit from continuing operations | 1,698 | - 372 |
| Profit from discontinuing operations | - | 1,391 |
| Total income tax expense | 1,698 | 1,019 |
| EUR’000 | 2025 | 2024 restated |
| Profit from continuing operations before tax | 2,642 | 23,597 |
| Profit from discontinuing operations before tax | - | - 78,912 |
| Calculated tax at domestic tax rates | - 730 | 2,376 |
Tax effect of: | ||
| Income not subject to taxation | - 3 | - |
| Expenses non-deductible for tax purposes | 1,169 | 655 |
| Unrecognised current tax in previous year | - 926 | - 83 |
| Utilisation of unrecognised tax losses from previous years | - | |
| Movements in unrecognized deferred tax assets | 1,242 | - 3,247 |
| Other differences | 1,308 | - 73 |
| Income tax expense, reported | 1,698 | - 372 |
Gentoo Media | PLC Report 2025 | Section 4
53
Financial statements
Note 4.3 | Income tax and deferred income tax
Deferred taxes
The following amounts are shown in the statements of financial position after appropriate offsetting:
| EUR’000 | 2025 | 2024 restated |
Deferred tax assets/ (liabilities) | ||
| Deferred tax assets 1 January | 17,298 | - 3,984 |
| Adjustments of deferred tax in profit and loss | 2,547 | 1,367 |
| Deferred tax recognised on the undistributed profits of subsidiaries | 7,788 | 19,740 |
Additions from business combinations | - | - 180 |
| Other movements | 28 | 355 |
| Total deferred tax assets/(liabilities) | 27,661 | 17,298 |
Deferred tax assets/ (liabilities) 31 December | ||
Deferred tax is recognized in the balance sheet as: | ||
| Deferred tax asset | 29,810 | 19,746 |
| Deferred tax liability | - 2,149 | - 2,448 |
| Deferred tax assets/ (liabilities) 31 December | 27,661 | 17,298 |
Deferred tax is related to: | ||
| Future tax credits on subsidiaries undistributed profits | 29,133 | 19,746 |
| Differences between the tax base and carrying amounts of intangible, tangible assets and leases | - 2,864 | - 2,584 |
| Unabsorbed capital allowances and tax losses | 655 | - |
| Provision for impairment of receivables | 686 | 267 |
| Other temporary differences | 51 | - 131 |
| Deferred tax assets/ (liabilities) 31 December | 27,661 | 17,298 |
In assessing the realisability of the deferred tax assets related to net operating losses from its operations, management
considered whether it is probable that some portion or all of the deferred tax assets will not be realised. The realisation of
deferred tax assets depends on the company’s ability to generate taxable income in the future.
Critical accounting estimates
Uncertain tax positions
As the Group operates in different jurisdictions, tax compliance becomes more complex, and applicable tax regulations
may be interpreted differently by the respective authorities, and disputes with these different authorities may occur.
Management periodically evaluates positions taken in tax returns with respect to situations where applicable tax
regulation is subject to interpretation and considers whether it is probable that a tax authority will accept an uncertain tax
treatment. The possible outcome of uncertain tax positions is measured based on management’s best estimate of the
amount required to settle the obligation and recognised in tax payables or income tax depending on the tax position.
Management reviews its intragroup charging mechanisms on a regular basis, and the need for updated transfer pricing
assessments is considered as the Group’s cross-border activity continues to evolve.
Management believes that the provisions made are adequate. However, the actual obligations may deviate as they
depend on the result of litigations and settlements with the relevant tax authorities.
Gentoo Media | PLC Report 2025 | Section 4
54
Financial statements
Note 4.3 | Income tax and deferred income tax
The tax expense for the period comprises current
and deferred tax. Tax is recognised in profit or
loss, except to the extent that it relates to items
recognised in other comprehensive income or
calculated on the basis of the tax laws enacted or
substantively enacted at the end of the reporting
period.
Deferred tax is recognised, using the liability
method, on temporary differences arising between
the tax bases of assets and liabilities and their
carrying amounts in the financial statements.
However, deferred tax is not accounted for if it
arises from initial recognition of an asset or liability
in a transaction other than a business combination
that at the time of the transaction affects neither
accounting nor taxable profit or loss. Deferred tax is
determined using tax rates (and laws) that have been
enacted or substantially enacted by the end of the
reporting period and are expected to apply when the
related deferred tax asset is realised, or the deferred
tax liability is settled.
Deferred tax assets are recognised only to the extent
that it is probable that future taxable profit will be
available against which the temporary differences
can be utilised.
Deferred income tax assets and liabilities are offset
when there is a legally enforceable right to offset
current tax assets against current tax liabilities and
when the deferred income tax assets and liabilities
relate to income taxes levied by the same taxation
authority on either the taxable entity or different
taxable entities where there is an intention to settle
Capital structure
and financial items
Section 5
56 Note 5.1 / Shares, reserves and capital structure
59 Note 5.2 / Borrowings and interest
61 Note 5.3 / Financial assets and liabilities
62 Note 5.4 / Financial risks
Gentoo Media | PLC Report 2025 | Section 5
56
Financial statements
| 2025 | 2024 | |||
| EUR | No. of shares | Nominal value | No. of shares | Nominal value |
| 1 January | 14,638,000 | 14,638,000 | 50,000 | 50,000 |
| Issue of ordinary A-shares | - | - | 115,000,000 | 115,000,000 |
| Cancellation of ordinary A-shares | - | - | -100,412,000 | -100,412,000 |
| 31 December | 14,638,000 | 14,638,000 | 14,638,000 | 14,638,000 |
There have been no movements in the number of ordinary
B-shares in 2025 or 2024.
In connection with the distribution of the Platform business
in 2024, a number of changes to the authorised and issued
share capital were made:
/ The issued share capital was increased by 115,000,000
Ordinary A-shares through the capitalization of capital
reserves; the transaction did not involve any consideration.
/ The issued share capital was reduced through the
cancellation of 100,412,000 Ordinary A-shares, in
consideration of which the Company transferred its
investment in GiG SpinCo, Inc to the Company’s parent.
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares are shown in
equity as a deduction, net of tax, from the proceeds.
The entirety of the Company’s issued share capital is
pledged in favour of Nordic Trustee AS, as the security
agent and the bond trustee.
Share premium
Share premium comprises amounts above the nominal
share capital paid by shareholders when shares are issued
by Gentoo Media p.l.c.
Movements in share premium are specified in the
Share capital
The Group’s share capital consists of ordinary A-shares
and B-share, each of a nominal value of EUR 1.00 per
share.
As at 31 December 2025, 149,999,999 A-shares (2024:
149,999,999 A-shares) and 1 B-share (2024:1 B-share) are
authorised for issue, respectively.
The holder of the B-share does not have the right to vote,
does not have the right to receive dividends declared and/
or paid, and does not have the right to receive distribution
of assets upon winding up. The A-shares do not have any
such restrictions. Each ordinary A-share has a carries one
vote.
All shares issued are fully paid.
Movements in the issued share capital are set out below:
Shares, reserves and capital structure
Gentoo Media | PLC Report 2025 | Section 5
57
Financial statements
Capital contribution reserve
In 2025, the Group received a capital contribution of EUR
11,648 thousand from its parent company, Gentoo Media
Inc. As a result, loans to the Group’s parent company
amounts to nil as at 31 December 2025 (2024: 9,122
thousand).
In 2024, the Group received a capital contribution from
its parent company, Gentoo Media Inc., of EUR 13,336
thousand. The contribution included a waived amount
due to Gentoo Media Inc. of EUR 10,839 thousand and an
earn-out payment relating to the Group’s acquisition of
KaFe Rocks Ltd., where Gentoo Media Inc. issued shares
to sellers amounting to EUR 2,496 thousand, which were
considered a capital contribution to Gentoo Media p.l.c.
In 2024, EUR 9,649 thousand were reclassified from
merger and other reserves by EUR -3,533 thousand and
EUR 13,693 thousand respectively.
Information about the issue and the cancellation of shares
through capitalisation of capital reserves is disclosed
above.
Capital reserves
Contributions received from the shareholders for which
the Company has no obligation to repay are recorded in
equity and presented within ‘Capital contribution reserve’.
The reserve further includes share-based payment
expenses from equity settled share-based payment
programmes recognised in equity.
Capital reserves comprise the ‘capital contribution
reserve’ and reserve for ‘advances for shares to be issued’.
Movements in the capital reserves are specified as follows:
Note 5.1 | Shares and capital structure
EUR | Capital contribution reserve | Advances for shares to be issued | Total |
| Balance at 1 January 2025 | 84,351 | - | 84,351 |
| Share-based payment expense | 531 | - | 531 |
| Capital contribution received from the parent company | 11,648 | - | 11,648 |
| Other movements | 5 | 5 | |
| Balance at 31 December 2025 | 96,535 | - | 96,535 |
| Balance 1 January 2024 | 151,191 | 511 | 151,702 |
| Share-based payment expense * | 59 | - | 59 |
| Capital contribution received from the parent company | 13,336 | - | 13,336 |
| Issue of shares | - 115,000 | - | - 115,000 |
| Cancellation of shares | 100,412 | - | 100,412 |
| Reclassifications within equity | - 9,648 | - 511 | - 10,159 |
| Distributions of Platform & Sportsbook segment | - 55,999 | - | - 55,999 |
| Balance at 31 December 2024 | 84,351 | - | 84,351 |
*The amount from discontinued operations is also included in the total fair value of employee services.
Gentoo Media | PLC Report 2025 | Section 5
58
Financial statements
Advances for shares to be issued
The amount of EUR 511 thousand as at 1 January 2024
represented advances in respect of share premium, for
which the formal documentation had not been filed with
the Registrar of Companies by the end of the respective
financial reporting periods. During 2024, this reserve was
transferred to the capital contribution reserve.
Proposed dividends
The board of directors do not propose any dividend for
the year 2025 and no dividends have been paid out during
2025.
On 30 September 2024, a non-cash dividend was
declared in the form of all of the shares held in subsidiaries
forming the Platform & Sportsbook segment. The
dividend was measured at the fair value of the subsidiaries
amounting to EUR 55,999 thousand, and equated to a
dividend per share of EUR 3.83 .
Merger reserve
During 2024, all amounts within the merger reserve (EUR
3,533 thousand) were transferred to the capital reserve.
Other reserves
Other reserves consist of the ‘Currency translation
reserve’ and reserve for ‘Transactions with non-controlling
interests’.
Currency translation reserve
Translation differences arising on translation of foreign
operations with a functional currency other than
euros are recognised in other comprehensive income
and accumulated in the separate reserve, ‘currency
translation reserve, within equity. The cumulative amount
is reclassified to profit or loss when the net investment is
disposed of. The reserve is non-distributable.
Transactions with non-controlling interests
The reserve is used to record transactions where the Group
acquires a further interest in a subsidiary or disposes of a
stake in a subsidiary without losing control. The reserve is
non-distributable.
During 2024, all amounts within this reserve (EUR 13,693
thousand) were transferred to the capital reserve.
Capital management
For the purpose of the Group’s capital management,
capital includes issued capital, share premium, and all
other equity reserves attributable to the equity holders of
the parent. The primary objective of the Group’s capital
management is to maximise shareholder value and to
maintain an optimal capital structure. The Group manages
its capital structure and makes adjustments in light of
changes in economic conditions. Capital risk is monitored
on a regular basis by reporting the net interest-bearing
liabilities against targets set by the Board, prior periods
and covenants set by third parties.
To maintain or adjust the capital structure, the Group may
adjust the dividend payment to shareholders, issue new
shares or return capital to shareholders.
Note 5.1 | Shares and capital structure
EUR
Currency
translation reserve
Transactions with
non-controlling interests
Total
Balance at 1 January 2025 - 732 - - 732
Currency translation differences - 39 - - 39
Transactions with non-controlling interests - - 185 - 185
Balance at 31 December 2025 - 771 - 185 - 956
Balance 1 January 2024 - 793 - 13,389 - 14,182
Currency translation differences - 312 - - 312
Changes in ownership interest in subsidiaries without loss of con-
trol
- - 304 - 304
Recycling of accumulated exchange differences from disposal of
Platform & Sportsbook segment
373 - 373
Reclassifications within equity - 13,693 13,693
Balance at 31 December 2024 - 732 - - 732
Gentoo Media | PLC Report 2025 | Section 5
59
Financial statements
Issued | Maturity date | Seniority | Currency | Interest rate | Nominal amount |
2023 | 18 Dec 2026 | Senior secured | SEK | 3 month STIBOR + 7.25% p.a. | 350 million |
2023, 2024 | 18 Dec 2026 | Senior secured | EUR | 3 month EURIBOR + 7.25% p.a. | 60 million |
| EUR '000 | 2025 | 2024 restated |
| Bonds | 91,943 | 89,476 |
| Credit facility | 19,855 | 7,151 |
| Loan from parent company | - | 9,121 |
| Total loans and borrowings | 111,798 | 105,748 |
| Borrowings, non-current | - | 89,476 |
| Borrowings, current | 111,798 | 16,272 |
| Cash and cash-equivalents | 3,279 | 11,286 |
| Net debt | 108,519 | 94,462 |
/ Month-end minimum liquidity, such that the consolidated
amount of cash and cash equivalents are not less than EUR
3,000 thousand.
/ 3-Month cash flow forecast, such that projected
consolidated cash and cash equivalents shall not fall below
EUR 3,000 thousand during the forecast period tested on
a monthly basis.
There are no indications that the Group would have
difficulties complying with the covenants when they will be
next tested.
As of March 2026, the Facility has been repaid and the
group is no longer subject to these requirements. A new
facility was established with the following conditions.
/ A EUR 16 million pari passu facility (Maturing 31 December
2027), carrying interest terms (EURIBOR plus margins of
7.25%) in line with the Company’s existing bond terms
and ranking pari passu with the Company’s existing
bondholders and CF provider, covenants will be similar
to existing bond terms with the expectations to bring the
facility down to EUR 14 million by the end of July, and
/ A EUR 2 million unsecured facility (Maturing 30 April
2027), carrying interest on terms (EURIBOR plus margin of
10.25%) corresponding to the existing bond terms plus 3%
and no covenants requirements.
The Group has complied with the covenants throughout
the year. There are no indications that the Group would
have difficulties complying with the covenants when it will
be next tested as at the 31 March interim reporting date.
The bonds are listed on Nasdaq Stockholm and Frankfurt
Stock Exchange Open Market.
Credit facility
In 2024, the Group entered into a credit facility with
Citibank for a total amount of EUR 25 million with the
purpose to manage transitional cash flow requirements.
As of 31 December 2025, the carrying amount of the credit
facility amounted to EUR 19,856 thousand (2024: EUR 7,151
thousand). The credit facility carries a floating interest rate
based on 1 month EURIBOR plus a margin of 4.5 - 8.5%. The
facility matures in September 2026.
The Group was required to comply with the following
financial covenants at the end of each annual and interim
reporting period:
/ The Net Leverage Ratio shall not exceed 3.5x; and
/ The Interest Cover Ratio shall not be less than 3.00x.
When the financial covenants were tested in connection
with the interim financial report for Q2 2025 the Group
concluded that it did not comply with these covenants
the waiver conditions the Group agreed on new terms
with Citibank in November 2025 which are aligned with
the Group’s strategic priorities. The key elements of the
revised terms included:
/ Reduced covenant providing flexibility until refinancing of
the credit facility (maturing in September 2026) and bonds
(maturing in December 2026).
/ Monthly repayments of principal amounts of €1,000
thousand per month.
The covenants for Q3 2025 were waived accordingly.
Until maturity, the Group shall according to the
renegotiated terms comply the revised financial covenants
as follows:
/ Net leverage ratio shall not exceed:
/ 3.50x at 31 December 2025
/ 3.00x at 31 March 2026
/ 2.75x from 1 April 2026 until termination date
/ Interest Cover ratio shall not be less than:
/ 3.00x at 31 December 2025
/ 3.50x at 31 March 2026
/ 4.00x at 30 June 2026
/ Minimum liquidity, such that the consolidated amount of
cash and cash equivalents at all times is not less than EUR
1,500 thousand in the period 1 January - 28 February 2026
and not less than EUR 2,000 thousand from 1 March 2026
until termination.
Bonds
In 2023 and 2024, the Group issued bonds with a
combined borrowing limit equivalent to EUR 100 million:
At the end of the year, the Group’s loans and borrowings
consist of the following:
Borrowings and interest
Note 5.2
The bond terms require the Group to comply with the
following financial covenant at the end of each annual and
interim reporting period:
/ The Net Leverage Ratio shall not exceed 4.0x
Gentoo Media | PLC Report 2025 | Section 5
60
Financial statements
Borrowings comprising bonds issued, amounts
drawn under credit facilities and loans from
the parent company. Borrowings are initially
recognised at the fair value of proceeds
received, net of transaction costs incurred.
They are subsequently measured at amortised
cost.
Any difference between the proceeds (net of
transaction costs) and the redemption value
is recognised in profit or loss over the period
of the borrowings using the effective interest
method in the case of fixed rate borrowings and
using a straight-line basis in the case of floating
rate borrowings.
Borrowings are classified as current liabilities
unless the Group has a right to defer settlement
of the liability for at least twelve months after
the end of the reporting period; in that case,
they are presented as non-current liabilities.
The Group’s accounting policies related to
.
EUR ‘000 | Carrying amount 1 January 2024 | Cash flows | Non-cash | Carrying amount 31 December 2024 | ||
New leases | Acquisition of companies | Other non-cash movements | ||||
Borrowings, current and non-current | 77,717 | 20,908 | - | 30 | 7,093 | 105,748 |
Lease liabilities, current and non-current | 5,107 | -2,808 | 527 | 283 | 93 | 3,202 |
Total liabilities from financing activities | 82,824 | 18,100 | 527 | 313 | 7,186 | 108,950 |
EUR ‘000 | Carrying amount 1 January 2025 | Cash flows | Non-cash | Carrying amount 31 December 2025 | ||
New leases | Acquisition of companies | Other non-cash movements | ||||
Borrowings, current and non-current | 105,748 | 13,000 | - | - | -6,950 | 111,798 |
Lease liabilities, current and non-current | 3,202 | -1,298 | 3,078 | - | -44 | 4,938 |
Total liabilities from financing activities | 108,950 | 11,702 | 3,078 | - | -6,994 | 116,736 |
| EUR’000 | 2025 | 2024 restated |
| Other interest income | 70 | - |
| Total finance income | 70 | - |
| Interest expense on borrowings | -10,740 | -10,094 |
| Interest expense on lease liabilities | -372 | -296 |
| Notional interest on deferred consideration | -1,124 | -3,409 |
| Other interest expense | -216 | - |
| Exchange loss/gain | -1,056 | 930 |
| Tax penalty | -500 | - |
Total interest expenses on financial liabilities not measured at fair value | -14,008 | -12,869 |
| Finance costs, net | -13,938 | -12,869 |
Refinancing of existing borrowings
Gentoo Media currently has an outstanding corporate
bond of EUR 91.9 million maturing in December 2026. See
note 1.3 going concern.
Finance costs, net
Note 5.2 | Borrowings and interest
Changes in liabilities arising from financing activities
This section sets out an analysis of the movements in liabilities arising from financing activities for each of the periods
Gentoo Media | PLC Report 2025 | Section 5
61
Financial statements
Fair value measurement
Financial instruments that are remeasured at fair value
on a recurring basis, or for which fair value is disclosed,
are categorised into the following levels of the fair value
hierarchy:
/ Level 1: Observable market prices for identical
instruments (quoted prices in active markets).
/ Level 2: Valuation techniques primarily based on
observable prices or traded prices for comparable
instruments.
/ Level 3: Valuation techniques primarily based on non-
observable inputs.
As at 31 December 2025, the Group’s listed bonds,
denominated in EUR and SEK have a carrying amount
of EUR 91,943 thousand (2024: EUR 89,476 thousand).
The bonds are traded on Nasdaq Stockholm and have a
quoted price of EUR 60,202 thousand and SEK 351,150
thousand, totalling EUR 92,651 thousand (2024: EUR
92,800 thousand), which in the opinion of management
fairly presents the fair value of the bonds. The fair value
estimate was deemed to fall under level 2 of the fair value
measurement hierarchy, as it was based on a quoted price
in a market with low trading volume and without significant
adjustments.
As the credit facility carries a floating interest rate and
matures in September 2026, and is thus of a short-term
nature, Management has assessed that its carrying amount
approximates its fair value.
For financial assets and liabilities of short-term nature,
such as trade receivables and trade payables, the
as all outstanding deferred considerations are due within
12 months of 31 December 2025, the carrying amount
approximates the fair value.
Trade and other payables
Deferred consideration
Deferred considerations arising from acquisitions of
businesses and assets amount to EUR 4.251 thousand at
31 December 2025 (2024: EUR 34,108 thousand), of which
EUR 32,876 thousand has been paid during the year (2024:
EUR’000 2025 2024 restated
Financial assets
Financial assets at amortised costs
Trade receivables 15,822 21,462
Cash and cash equivalents 3,279 11,286
Total 19,101 32,748
Financial liabilities
Financial liabilities at amortised costs
Trade payables and accruals 10,668 8,994
Borrowings, current and non-current 111,798 105,748
Lease liabilities, current and non-current 4,938 3,202
Deferred consideration 4,251 34,108
Total 131,655 152,052
Financial liabilities at fair value through profit & loss
Contingent consideration - 741
The carrying amount of financial instruments by category is specified as follows:
Note 5.3
| EUR’000 | 2025 | 2024 restated |
| Trade payables | 6,569 | 6,425 |
| Accruals | 4,099 | 2,569 |
| Other payables | 1,415 | 5,441 |
| Total | 12,083 | 14,435 |
Gentoo Media | PLC Report 2025 | Section 5
62
Financial statements
Financial risk overview
The Group is exposed to a number of financial risks arising
from its operating and financing activities comprising of
foreign exchange risk, interest rate risk, liquidity risk and
credit risk. Such financial risks can have a material impact on
the consolidated financial statements of the Group.
The Group has not identified additional financial risk
The financial risks are to the extent possible managed
centrally for the Group. The Group provides principles for
overall risk management. Through the risk management
procedures, financial risks are monitored and reduced to an
acceptable level.
The Group did not make use of derivative financial
instruments to hedge risk exposures during the current or
preceding period.
On an ongoing basis, the Group considers whether
the financial risk management approach appropriately
addresses the risk exposure considering changes in the risk
picture.
Foreign exchange rate risk
The Group operates internationally and is exposed to foreign
exchange rate risk arising from various currency exposures.
in the functional currency of the respective group entities.
Foreign exchange rate risk arises from recognised assets
and liabilities denominated in a currency that is not an entity’s
functional currency. As such, entities with net assets in
functional currencies other than EUR comprise a translation
risk that can impact the consolidated financial statements
rather than exposing the Group to a transactional foreign
exchange rate risk.
The Group’s exposure to foreign exchange rate risk is
primarily related to the SEK denominated bonds issued by
the Company.
The table below summarises the Group’s net exposure to
foreign exchange rate risk by currency that are most material.
The table further shows how profit or loss (before tax) is
impacted from a reasonably possible increase in the relevant
A similar decrease in the exchange rate would have a
corresponding impact on profit before tax.
The sensitivity analysis is based on the financial assets and
liabilities outstanding at the end of the reporting period.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash
flows of a financial instrument will
fluctuate because of changes in market interest rates.
As further described in note 5.2, the Group’s exposure to
interest rate risk is primarily related to borrowings comprising
the issued bonds and credit facility which carry floating
interest rates based on EURIBOR and STIBOR.
Although the interest rate in Europe generally have stabilised
over the recent years and market expectations are that these
interest rate levels will remain fairly constant, there is a risk that
Sensitivity analysis
The Group has prepared a sensitivity analysis showing how
profit or loss and equity would have been affected by a
reasonably possible change in the interest rates. Had the
interest rates increased by 100 bps, profit before tax would
have decreased by EUR 1,122 thousand (2024: increase of
100 bps would have decreased profit before tax by EUR 884
The sensitivity analysis is based on the financial instruments
outstanding on the respective balance sheet dates and that
all other variables and exposures remain constant.
| EUR ‘000 | 2025 | 2024 | |
Exchange rate | Sensitivity (%) | Net exposure Impact on profit or loss | Net exposure Impact on profit or loss |
| USD to EUR | 15.0 | 1,635 245 | 1,917 288 |
| SEK to EUR | 5.5 | -32,718 -1,799 | -30,527 -1,679 |
| RSD to EUR | 5.0 | -4,253 -213 | 3,487 174 |
| NOK to EUR | 5.0 | -47 -2 | -1,804 -90 |
| GBP to EUR | 5.0 | 770 38 | 2,152 108 |
Financial risks
Note 5.4
Gentoo Media | PLC Report 2025 | Section 5
63
Financial statements
Liquidity risk
The Group is exposed to liquidity risk in relation to meeting
future obligations associated with its financial liabilities, which
comprise principally trade and other payables, borrowings as
well as lease payments.
Prudent liquidity risk management includes maintaining
sufficient cash to ensure the availability of an adequate
amount of funding to meet the Group’s obligations as they
fall due. Management monitors liquidity risk by reviewing
expected cash flows and assesses whether additional
credit facilities are expected to be required over the coming
year. The Group’s liquidity risk is actively managed taking
cognisance of the matching of cash inflows and outflows
arising from expected maturities of financial instruments.
Details about the Group’s borrowings are provided in note
The table below analyses the maturity profile of the financial
liabilities of the Group based on contractual undiscounted
cash flows.
* The maturity analysis excludes non-financial instruments such as public
The maturity analysis is based on the following
assumptions:
/ The amounts disclosed in the table are the contractual
undiscounted cash flows (including interest payments).
Balances due within 12 months equal their carrying
amounts as the impact of discounting is not significant.
/ Interest payments on borrowings with variable interest
rates are based on current interest rates applicable at the
end of the respective reporting periods.
/ Payments for lease liabilities include only lease
agreements which have commenced before the end of
the reporting period. The amounts disclosed for the lease
liabilities include cash flows relating to extension options if
they have been included in the lease term, and therefore in
the measurement of the lease liability.
The Group’s bonds and credit facility matures in
2026. Further information regarding refinancing and
Management’s going concern assessment is provided in
note 1.3.
EUR’000
Less than
1 year
Between 1 and
2 years
Between 2 and
5 years
More than 5
years
Total
cash flows
Carrying
amount
2024
Trade and other payables* 8,994 - - - 8,994 8,994
Borrowings, current and non-current 25,854 99,129 - - 124,983 105,748
Lease liabilities 1,644 1,583 2,774 72 6,073 3,202
Deferred consideration 34,195 1,025 - - 35,220 34,108
Contingent consideration 741 - - - 741 741
Total 71,428 101,737 2,774 72 176,011 152,793
EUR’000
Less than
1 year
Between 1 and
2 years
Between 2 and
5 years
More than 5
years
Total
cash flows
Carrying
amount
2025
Trade and other payables* 10,668 - - - 10,668 10,668
Borrowings, current 119,218 - - - 119,218 111,798
Lease liabilities, current and non-current 1,513 1,182 2,487 1,001 6,183 4,938
Deferred consideration, current and non-current 4,251 - - - 4,251 4,251
Total 135,650 1,182 2,487 1,001 140,320 131,655
Note 5.4 | Financial risks
Gentoo Media | PLC Report 2025 | Section 5
64
Financial statements
Credit risk
Credit risk is the risk of a financial loss to the Group, if a
counterparty to a financial instrument fails to meet its
contractual obligations.
The Group’s exposure to credit risk arises primarily from
trade receivables and deposits made with banks and other
intermediaries. At 31 December 2025, the total credit risk
exposure amounted to EUR 21,248 thousand (2024: EUR
35,553 thousand) as specified below::
The credit risk is governed by the Group’s credit risk policy.
In relation to the credit risk related to deposits with banks and
other intermediaries (cash and cash equivalents), the Group
only uses financial counterparties possessing a satisfactory
long-term credit rating from an internationally recognised
agency. The following table provides information regarding
the aggregated credit risk exposure, for deposits with bank
and financial institutions or intermediaries with external credit
ratings at the end of the year:
The Group’s exposure to credit risk from trade receivables is
described on note 4.1.
| EUR’000 | 2025 | 2024 |
| AAA+ to AA- | 22 | 32 |
| A+ to A- | 2,185 | 4,455 |
| BBB+ to BBB- | 203 | 4,299 |
| Below BBB- or not rated | 869 | 2,500 |
| Total | 3,279 | 11,286 |
| EUR’000 | 2025 | 2024 restated |
| Trade receivables (note 4.1) | 17,969 | 24,267 |
| Cash and cash equivalents | 3,279 | 11,286 |
| Total | 21,248 | 35,553 |
Note 5.4 | Financial risks
Gentoo Media | PLC Report 2025
65
Other notes
Section 6
66 Note 6.1 / Related parties
66 Note 6.2 / Fees to statutory auditors
66 Note 6.3 / Contingent liabilities, pledges, and securities
67 Note 6.4 / Events after reporting period
67 Note 6.5 / List of group entities
68 Note 6.6 / Statutory information
Gentoo Media | PLC Report 2025 | Section 6
66
Financial statements
Related parties
The Group’s parent company is Gentoo Media Inc
is also the ultimate controlling party, and has its shares
traded on Nasdaq Stockholm.
The Group’s related parties include all companies forming
part of the Gentoo Media Inc. group, the shareholders, and
other companies controlled or significantly influenced by
the shareholders are considered to be related parties.
Key management personnel are also considered related
parties.
Group’s related party transactions and balances
The Group received a capital contribution of EUR 11,648
thousand from its parent company during the year 2025.
As a result, loans from the Group’s parent company
amounts to nil as at 31 December 2025 (2024: 9,122
thousand).
In 2024, The Group received a capital contribution of EUR
13,336 thousand from its parent company.
Information about the remuneration to key management
personnel is provided in note 2.4.
Apart from contracts of employment, including share-
based incentive programmes, no agreements or further
Before the spin-off on 30 September 2024, an investment
was made in a new incorporated subsidiary of EUR 10
million, which was incorporated in preparation for the spin-
off of the Group’s Platform & Sportsbook segment. The
Group had temporary control over this subsidiary which
was spun off as part of the new Group.
As part of the spin off, GIG Central was transferred to GIG
Software PLC, and the respective Company had payment
plans in relation to VAT and Social Security of previous
years, and based on an agreement entered into with the
Group, Gentoo has to settle 50% of such dues, which
amount to EUR 2.5 million. During 2024, Gentoo paid EUR 1
million, with the remainder being payable in 2025.
Note 6.1
Contingent liabilities,
pledges, and securities
Note 6.3
Fees to statutory auditors
Note 6.2
| EUR’000 | 2025 | 2024 |
| Fees related to statutory audit | 318 | 459 |
| Fees for tax advisory services | 20 | 10 |
| Assurance engagements | 37 | 139 |
| Other assistance | 8 | 83 |
| Total audit fees | 383 | 691 |
Litigations
The Group is not part of any ongoing cases which are deemed to be of a material nature.
From time to time, the Group is involved in litigation brought by previous employees or
other persons. As of today, the Group and its legal counsel believe that these claims are
without merit. For pledges refer to Note 5.1.
Gentoo Media | PLC Report 2025 | Section 6
67
Financial statements
| Entities | Country | 2025 (%) | 2024 (%) |
| AskGamblers doo | Serbia | 100.0 | 100.0 |
| AskGamblers Limited | Malta | 100.0 | 100.0 |
| BE Marketing Limited | Malta | 80.0 | 80.0 |
| Digital World Ltd | Malta | 100.0 | 100.0 |
| GiG Norway AS | Norway | 100.0 | 100.0 |
| Innovation Labs Limited | Malta | 100.0 | 100.0 |
| KaFe Rocks Ltd | Malta | 100.0 | 100.0 |
| KaFe Rocks USA LLC | United States | 100.0 | 100.0 |
| Rebel Penguin ApS | Denmark | 100.0 | 100.0 |
| SIA GiG Riga | Latvia | 100.0 | 100.0 |
| Time2Play Media Ltd | Malta | 87.0 | 70.3 |
| Titan Inc. Limited | United Kingdom | 100.0 | 100.0 |
| Innovation Labs Limited Spain | Spain | 100.0 | - |
| Innovation Labs Limited Brazil | Brazil | 100.0 | - |
The consolidated financial statements of the Group
include the following subsidiaries for continued operations:
Unless otherwise stated, they have share capital consisting
solely of ordinary shares that are held directly by the group,
and the proportion of ownership interests held equals the
List of group entities
See note 1.3 going concern. Otherwise, no subsequent
events of material significance have occurred.
Events after reporting period
Gentoo Media | PLC Report 2025 | Section 6
68
Financial statements
Gentoo Media p.l.c. is a limited liability company and is
incorporated in Malta, having a registered office at @Quad
Gentoo Media Inc., a company incorporated in the United
States of America with a registered office address of
10700, Stringfellow Rd., 10, Bookeelia FL 33922 is the
immediate and ultimate parent of the Company.
Statutory information
Note 6.6
Gentoo Media | PLC Report 2025
69
Parent company financial statements
Gentoo Media | PLC Report 2025 | Parent company
70
Financial statements | Back to FS content
Statement of comprehensive income for
the year ended 31 December
EUR’000 Notes 2025 2024 restated
Impairment losses - - 59,994
Other operating expenses 3 - 374 - 222
Operating loss before depreciation and amortisation (EBITDA) - 374 - 60,216
Other income 3 845 43
Operating profit/loss (EBIT) 471 - 60,173
Finance costs, net 4 - 8,549 - 8,133
Unrealised exchange loss on the bond - 1,835 - 962
Loss before income taxes - 9,913 - 69,268
Income tax - -
Loss for the year - 9,913 - 69,268
Total comprehensive income - 9,913 - 69,268
Parent company financial statements
Gentoo Media | PLC Report 2025 | Parent company
71
Financial statements | Back to FS content
EUR ‘000 Notes 2025 2024 restated
Equity
Share capital 8 14,638 14,638
Share premium 2,304 2,304
Capital reserves 8 79,016 67,368
Accumulated deficit - 221,845 - 211,932
Total equity - 125,887 - 127,622
Liabilities
Non-current liabilities
Borrowings 9 - 89,477
Total non-current liabilities - 89,477
Current liabilities
Borrowings 9 111,789 18,932
Trade and other payables 12 50,271 55,359
Current income tax liabilities 40 40
Total current liabilities 162,100 74,331
Total liabilities 162,100 163,808
Total equity and liabilities 36,213 36,186
EUR ‘000 Notes 2025 2024 restated
Assets
Non-current assets
Investment in subsidiaries 6 33,701 33,701
Total non-current assets 33,701 33,701
Current assets
Trade and other receivables 7 2,510 2,261
Cash and cash equivalents 2 224
Total current assets 2,512 2,485
Total assets 36,213 36,186
Statement of financial position
as of 31 December
Parent company financial statements
Gentoo Media | PLC Report 2025 | Parent company
72
Financial statements | Back to FS content
Parent company financial statements
EUR’000 Notes Share capital Share premium Capital reserves Merger reserves Accumulated deficit Total equity
2025
Equity at 1 January 2025 as reported 14,638 2,304 67,368 - - 211,860 - 127,550
Correction of error (net of tax) 1 - - - - - 72 - 72
Equity at 1 January 2025 restated 14,638 2,304 67,368 - - 211,932 - 127,622
Loss for the year - - - - - 9,913 - 9,913
Total comprehensive income/(loss) for the year - - - - 9,913 - 9,913
Transactions with owners:
Capital contribution from parent company 13 - - 11,648 - - 11,648
Total transaction with owners - - 11,648 - - 11,648
Equity at 31 December 2025 14,638 2,304 79,016 - - 221,845 - 125,887
Statement of changes in equity,
for the year ended 31 December 2025
Gentoo Media | PLC Report 2025 | Parent company
73
Financial statements | Back to FS content
Parent company financial statements
EUR’000 Notes Share capital Share premium Capital reserves Merger reserves Accumulated deficit Total equity
2024
Equity at 1 January 2024 50 2,304 129,572 5,887 - 142,664 - 4,851
Loss for the year - - - - - 69,268 - 69,268
Total comprehensive income/(loss) for the year - - - - 69,268 - 69,268
Transactions with owners:
Issue of share capital 8 115,000 - - 115,000 - - -
Reduction in share capital 8 - 100,412 - 100,412 - - -
Capital contribution arising on acquisition of subsidiary 8 - - 2,496 - - 2,496
Transfers within equity - - 5,887 - 5,887 - -
Distributions 8 - - - 55,999 - - - 55,999
Total transaction with owners 14,588 - - 62,204 - 5,887 - - 53,503
Equity at 31 December 2024 14,638 2,304 67,368 - - 211,932 - 127,622
Statement of changes in equity,
for the year ended 31 December 2024
Gentoo Media | PLC Report 2025 | Parent company
74
Financial statements | Back to FS content
EUR’000 Notes 2025 2024
Cash flow from operating activities
Operating profit/loss 471 - 60,173
Provision for impairment of investments in subsidiaries - 59,994
Changes in working capital - 5,494 - 11,564
Adjustments for non-cash items 2,200 -
Net cash flows from operating activities - 2,823 - 11,743
Cash flow from investing activities
Acquisition of subsidiaries/ deferred considerations - - 11,000
Net cash flows from investing activities - - 11,000
Cash flow from financing activities
Loan repayment 9 - 5,158 579
Proceeds from borrowings 9 18,000 22,204
Interests paid 9 - 10,241 - 9,334
Net cash flows from financing activities 2,601 13,449
Net movement in cash and cash equivalents - 222 - 9,294
Cash and cash equivalents at beginning of year 224 9,518
Cash and cash equivalents at end of period 2 224
Cash and cash equivalents at end of the period in the statement of financial position 2 224
Statement of cash flows for the year
ended 31 December
Parent company financial statements
Gentoo Media | PLC Report 2025 | Section 6
75
Financial statements
The financial statements of Gentoo Media p.l.c. for 2025
have been prepared in accordance with International
Financial Reporting Standards (“IFRS Accounting
Standards”) as adopted by the European Union (“EU”) and
the requirements of the Maltese Companies Act (Cap.
386).
The financial statements are presented in EUR, which is
also the Company’s functional currency. All amounts have
been rounded to the nearest thousand (EUR’000), unless
otherwise stated.
Material accounting policies
With the exception of the items described below, the
accounting policies applied in the preparation of the
separate financial statements of Gentoo Media p.l.c.
are identical to the Group’s accounting policies, which
are described in the notes to the consolidated financial
statements.
The accounting policies are consistent with those
applied in the previous period, except for the changes to
accounting standards that were effective from 1 January
2025 and were endorsed by the EU. These changes have
not had a material impact on the financial statements.
Investments in subsidiaries
Investments in subsidiaries are measured at cost, which
comprises consideration transferred measured at fair
value and directly attributable transaction costs.
Where the recoverable amount is lower than the cost,
the investment is written down to this lower value. An
impairment loss is reversed if there has been a change in
the estimates used to determine the recoverable amount,
but only to the extent that the recoverable amount does
not exceed the original cost.
Dividends from subsidiaries are recognised in the income
statement when declared.
On disposal of an investment, the difference between
the net disposal proceeds and the carrying amount
recognised in the income statement.
Receivables from subsidiaries
Receivables from subsidiaries are initially recognised at fair
value and are subsequently measured at amortised cost.
Interest income from these financial assets is included in
finance income using the effective interest rate method. A
loss allowance is recognised for 12-month expected credit
losses, where there has not been a significant increase in
credit risk since initial recognition.
Critical accounting estimates and judgements
Significant accounting estimates and judgements relating
to the applied accounting policies for Gentoo Media
p.l.c. are the same as for the Group to the extent of similar
accounting items. The specific risk for Gentoo Media p.l.c.
is primarily related to investment in subsidiaries.
Investments in subsidiaries
If there is identification of impairment, an impairment
test is performed as described in the accounting policies
in note 3.2 to the consolidated financial statements.
The assessment of whether there is an indication of
impairment is based on both external and internal sources
of information such as performance of the subsidiary.
New accounting policies and regulation
New accounting regulations are described in note 1.5 to
the consolidated financial statements.
Going concern
Management’s assessment of the Company’s ability to
continue as a going concern, is described in note 1.3 to
the consolidated financial statements. The Company
expects to meet its obligations primarily by the Group’s
projected quarterly cash generation (refer to note 1.3 of
the consolidated financial statements). As a result, the
directors do not believe that any material uncertainty exists
that could impact the going concern basis of preparation
of these financial statements.
Correction of material error
As detailed in note 1.6 to the consolidated financial
statements, Management discovered material errors
related to the 2024 financials.
Of these errors, EUR 72 thousand is related to the
Company regarding interest expenses that was
erroneously omitted from the 2024 financial statements.
Thus, financial expenses for 2024 has been increased
by this amount, thus restated to EUR 8,864 thousand.
There is a similar impact on profit for the year and equity. A
corresponding adjustment has been made to borrowings,
which has been restated to EUR 18,933 thousand.
The statement of cash flows is restated accordingly to
reflect the corrections. However, all changes were related
to items within cash flows from operating activities. Thus,
total cash flows from operating, investing and financing
activities were not affected.
Basis of reporting
Note 1
Gentoo Media | PLC Report 2025 | Section 6
76
Financial statements
Other income and
expenses
Note 3
There are no employees in the Company.
Other income consists of EUR 845 thousand (2024: nil) relates to a declared dividend
from the Norwegian subsidiary.
Other operating expenses amounts to EUR 374 thousand (2024: 222 thousand), primarily
consists of professional and consultancy costs EUR 293 thousand (2024: 222 thousand).
Fees related to statutory audit for the Company are assumed by another subsidiary within
the Group.
The notional interest on related party balances relates to outstanding intercompany receivables and
payables, on which interest is accrued at a rate of 6.525%, calculated as 3-month EURIBOR plus the credit
facility base rate.
Employee costs
Note 2
EUR’000 2025 2024
Fees related to statutory audit - 35
Fees for tax advisory services 5 -
Total audit fees 5 35
EUR’000 2025 2024 restated
Interest income 55 165
Notional interest income on related party balances 3,148 -
Total finance income 3,203 165
Interest expense on borrowings - 10,740 - 10,164
Exchange differences - 1,866
Notional interest expense on related party balances
- 948
-
Other interest expense - 64 -
Total interest expenses on financial instruments not
measured at fair value
- 11,752 - 8,298
Total finance expenses, net - 8,549 - 8,133
Finance costs, net
Note 4
Gentoo Media | PLC Report 2025 | Section 6
77
Financial statements
Effective tax rate
Income tax
Note 5
Investments in subsidiaries
Note 6
EUR’000 2025 2024
Cost at 1 January 33,701 135,394
Additions - 15,859
Disposals - - 1,559
Disposals through distribution of the Platform & Sportsbook segment - - 55,999
Impairment of investment - - 59,994
Cost at 31 December 33,701 33,701
Impairment for the year - -
Carrying amount 33,701 33,701
The Company’s only direct subsidiary is Innovation Labs
Limited. A complete list of all subsidiaries is provided in
note 6.5 to the consolidated financial statements.
Disposals in 2024 related to the spin-off of the Platform &
Sportsbook segment. Prior to the disposal, an impairment
loss of EUR 55,994 thousand was recognised in 2024
related to the investments in subsidiaries belonging to
this segment, whereby their carrying amount was reduced
to be equal to the post-spin-off market capitalization of
this segment once it started trading as a separate group.
Accordingly, the recoverable amount was EUR 55,999
thousand.
In 2024, the disposals relate to balances which were
previously owing to subsidiaries related to the Platform &
Sportsbook segment, and which have been waived. The
waivers have been recorded as a return of investment and
are presented as a disposal.
Impairment assessment at year-end
As at 31 December 2025, there is no indication of possible
impairment of investment in subsidiaries. Management
considers that the impairment assessment is not sensitive
due to the level of headroom between the carrying amount
of the intangible assets and the respective value-in-use
(2024: no impairment).
EUR’000 2025 2024 restated
Profit from continuing operations before tax - 9,913 - 69,268
Profit from discontinuing operations before tax - -
Calculated tax at domestic tax rates - 3,469 - 24,219
Tax effect of:
Disallowed expenses 3,469 24,219
Movement in unrecognised deferred tax assets - -
Income tax expense, reported - -
Gentoo Media | PLC Report 2025 | Section 6
78
Financial statements
At the end of the year, the Company’s trade and other
receivables consist of the following:
Amounts due from subsidiaries carry an interest of 6.526%
and are repayable on demand.
Trade and other receivables
Note 7
EUR’000 2025 2024
Amounts due from subsidiaries 2,481 2,178
Other receivables - 27
Prepayments 29 56
Total 2,510 2,261
Share and capital structure
Note 8
Share capital
Further information about the Company’s share capital and
related rights is provided in note 5.1 to the consolidated
financial statements.
Share premium comprises amounts above the nominal
share capital paid by shareholders when shares are issued
by the Company.
Capital and merger reserves
Details about the nature of the capital and merger reserves
are provided in note 5.1 to the consolidated financial
statements.
Movements in the capital reserves related to the Company
are specified as follows:
Capital management
For the purpose of the parent company’s capital management, reference is made to the consolidated financial
statement note 5.1. In 2024, EUR 2,496 thousand in relation to the earn-out payment to KaFe Rocks Ltd were recorded as
a contribution to the Company. The merger reserve was attributable to mergers that have taken place in previous years
and represents the difference between any consideration received or paid, and the carrying amounts of the net assets
acquired. During 2024, the Company elected to transfer all amounts within merger reserve to the capital contribution
reserve so that as far as practicable, all the Company’s other equity balances are presented within a single component of
equity.
EUR '000
Capital contribution
reserve
Advances for shares
to be issued
Total capital reserve Merger reserve
Balance at 1 January 2025 67,368 - 67,368 -
Capital contribution received from the
parent company
11,648 - 11,648 -
Balance at 31 December 2025 79,016 - 79,016 -
EUR '000
Capital contribution
reserve
Advances for shares
to be issued
Total capital reserve Merger reserve
Balance at 1 January 2024 129,061 511 129,572 5,887
Capital contribution received from the
parent company
2,496 - 2,496 -
Issue of shares - 115,000 - - 115,000 -
Cancellation of shares 100,412 - 100,412 -
Reclassifications within equity 6,398 - 511 5,887 - 5,887
Distributions - 55,999 - - 55,999 -
Balance at 31 December 2024 67,368 - 67,368 -
Gentoo Media | PLC Report 2025 | Section 6
79
Financial statements
Borrowings
At the end of the year, the Company’s loans and
borrowings consist of the following:
Further information about the Group’s borrowings
is provided in note 5.2 to the consolidated financial
statements.
Financial risk management
Financial risks of the parent company are handled within
the risk management processes and framework of
the Group. The objectives, policies, and processes for
measuring and managing the exposure to financial risks
are described in note 5.4 to the consolidated financial
statements. The risks specific to the parent company are
described below.
Foreign exchange rate risk
The Company is primarily exposed to foreign exchange
risk with respect to SEK arising on the bond in issuance.
The table below summarises the Company’s exposure to
foreign exchange rate risk. The table further shows how
profit or loss (before tax) is impacted from a reasonably
possible increase in the SEK exchange against the EUR.
Interest rate risk
The Company’s exposure to interest rate risk is primarily
related to borrowings comprising the issued bonds and
credit facility which carry floating interest rates based on
EURIBOR and STIBOR.
The Company has prepared a sensitivity analysis showing
how profit or loss and equity would have been affected by
a reasonably possible change in the interest rates. Had the
interest rates increased by 100 bps, profit before tax would
have decreased by EUR 1,122 thousand (2024: increase of
100 bps would have decreased profit before tax by EUR
884 thousand).
The sensitivity analysis is based on the financial instruments
outstanding on the respective balance sheet dates and
that all other variables and exposures remain constant.
.
Liquidity risk
Liquidity risk results from the Company’s potential
inability or difficulty in meeting the contractual obligations
associated with its financial liabilities due to insufficient
liquidity. Gentoo Media p.l.c. is a holding company and its
primary assets consist of shares in the group’s subsidiaries
and receivables from companies within the Group. The
Company has no revenue-generating activities of its own;
thus, cash flows and ability to service its indebtedness and
other obligations will depend primarily on the operating
performance and financial condition of its operating
subsidiaries and related cash receipts.
The table below analyses the maturity profile of the
financial liabilities of the Company based on contractual
undiscounted cash flows.
The maturity analysis is based on the following
assumptions:
/ The amounts disclosed in the table are the contractual
undiscounted cash flows (including interest payments).
Balances due within 12 months equal their carrying
amounts as the impact of discounting is not significant.
/ Interest payments on borrowings with variable interest
rates are based on current interest rates applicable at the
end of the respective reporting periods.
Credit risk
The parent company has no revenue-generating activities
and therefore no trade receivables. Consequently, the
parent company’s exposure to credit risk is primarily
related to receivables from subsidiaries. At 31 December
2025, the total credit risk exposure amounted to EUR 2,512
thousand (2024: EUR 2,485 thousand), of which EUR 2,481
thousand relates to receivables from subsidiaries (2024:
EUR 2,178 thousand).
Credit risk is not considered material, as the receivables
are due from a subsidiary within the Group. Management
expects the balances to be settled within a reasonable
timeframe, and the amounts are repayable on demand.
Accordingly, the risk of non-collection is assessed as low.
Financial instruments and risk management
Note 9
EUR '000 2025 2024 restated
Bonds 91,933 89,476
Credit facility 19,856 7,127
Loan from parent company - 11,806
Total loans and borrowings 111,789 108,409
Borrowings, non-current - 89,476
Borrowings, current 111,789 18,933
EUR '000 2025 2024
Exchange
rate
Sensitivity
(%)
Net
exposure
Impact
on profit
or loss
Net
exposure
Impact on
profit or
loss
SEK to EUR 5.5 -32,718 -1,799 -30,535 -1,679
EUR’000
Less than
1 year
Between 1 and
2 years
Between 2 and
5 years
More than 5
years
Total
cash flows
Carrying
amount
2024
Trade and other payables* 55,359 - - - 55,359 55,359
Borrowings, current and non-current 16,466 91,943 - - 108,409 108,409
Total 71,825 91,943 - - 163,768 163,768
EUR’000
Less than
1 year
Between 1 and
2 years
Between 2 and
5 years
More than 5
years
Total
cash flows
Carrying
amount
2025
Trade and other payables* 50,271 - - - 50,271 50,271
Borrowings, current and non-current 111,789 - - - 111,789 111,789
Total 162,060 - - - 162,060 162,060
* The maturity analysis excludes non-financial instruments such as public debt, staff payables etc.
Gentoo Media | PLC Report 2025 | Section 6
80
Financial statements
The carrying amount of financial instruments by category is specified as follows:
Fair value information about the listed bonds are provided in note 5.3 to the consolidated financial statements. For other
financial assets and liabilities the fair value approximates their carrying amount.
Movements in liabilities arising from financing activities for each of the periods presented are specified as follows:
Financial assets and liabilities Changes in liabilities arising from
financing activities
Note 10 Note 11
EUR ‘000
Carrying amount
1 January 2024
Cash flows
Non-cash
Carrying amount
31 December 2024
New leases
Acquisition
of companies
Other non-cash
movements
Borrowings, current and
non-current:
Bonds
74,552 15,204 - - - 280 89,476
Loan from parent
company
14,752 579 - - - 3,524 11,806
Credit facility
- 7,000 - - 127 7,127
Total liabilities from
financing activities
89,304 22,782 - - - 3,677 108,409
EUR ‘000
Carrying amount
1 January 2025
Cash flows
Non-cash
Carrying amount
31 December 2025
New leases
Acquisition
of companies
Other non-cash
movements
Borrowings, current and
non-current:
Bonds
89,476 2,527 - - - 70 91,933
Loan from parent
company
11,806 - - - - 11,806 -
Credit facility
7,127 13,000 - - - 271 19,856
Total liabilities from
financing activities
108,409 15,527 - - - 12,147 111,789
Financial assets and liabilities
EUR’000 2025 2024 restated
Financial assets
Financial assets at amortised costs
Receivables from subsidiaries 2,481 2,178
Other receivables 29 83
Cash and cash equivalents 2 224
Total 2,512 2,485
Financial liabilities
Financial liabilities at amortised costs
Borrowings, current and non-current 111,789 108,409
Payables to subsidiaries 50,130 53,587
Other payables 141 1,773
Total 162,060 163,768
Gentoo Media | PLC Report 2025 | Section 6
81
Financial statements
Trade and other payables consist of:
In addition to the description in note 6.1 to the
consolidated financial statements of related parties and
transactions with these, related parties of the Company
comprise Gentoo Media p.l.c.’s subsidiaries.
During 2025, the Company received a capital contribution
of EUR 11,648 thousand from its parent company (see note
6.1 to the consolidated financial statements).
The Company recognised finance income of EUR 2,200
thousand from notional interest on related party balances
and other income of EUR 845 thousand (2024: nil) relating
to a dividend declared by a Norwegian subsidiary.
Litigations
Gentoo Media p.l.c. is not part of any ongoing cases which are deemed to be of a material nature.
From time to time, the company is involved in litigation brought by previous employees or other
persons. As of today, the Company and its legal counsel believe that these claims are without
merit.
See note 6.4 to the consolidated financial statements.
Trade and other payables Contingent liabilities
Note 12
Related party transactions
Note 13
Note 14
Events after reporting period
Note 15
EUR’000 2025 2024
Outstanding balances with parent
company:
Loan from parent company - 11,806
Outstanding balances with subsidiaries:
Receivables from subsidiaries 2,481 2,178
Payables to subsidiaries 50,130 53,587
EUR’000 2025 2024
Trade payables 36 -
Amounts due to subsidiaries 50,130 53,587
Accruals 105 -
Other payables - 1,772
Total 50,271 55,359
Included within amounts due to subsidiaries, is a payable
of EUR 74,870 thousand net of a receivable of EUR 43,393
thousand to the same counterparty, the balances are
shown net as the settlement is expected to be on a net
basis, however the receivable portion is subject to interest
of 6.526% whilst the payable portion is interest free. The
net balance is repayable on demand. All other amounts
due to subsidiaries carry interest of 6.526% and are
repayable on demand.
Gentoo Media | PLC Report 2025 Management commentary | Back to content
82
83 Statement by the Directors
84 Glossary
85 Company infomation
Assurance statements
and glossary
Gentoo Media | PLC Report 2025 | Parent company
83
Financial statements | Back to FS content
Jonas Warrer
Director
Directors
30 April 2026
The Board of Directors and the Executive Management
has of 30th of April considered and adopted the annual
report of Gentoo Media p.l.c. for the financial year 1
January – 31 December 2025.
The consolidated financial statements have been prepared
in accordance with IFRS Accounting Standards as adopted
by the EU.
In our opinion, the consolidated financial statements and
the parent company financial statements give a true and
fair view of the Group’s and the parent company’s assets,
liabilities and financial position at 31 December 2025, and
of the results of the Group’s and the parent company’s
operations and the consolidated cash flows for the
financial year 1 January – 31 December 2025.
In our opinion, the management’s commentary represents
a true and fair account of the development in the Group’s
and the parent company’s operations and financial
circumstances, of the results for the year and of the
financial position of the Group and the parent company
as well as a description of the most significant risks and
elements of uncertainty facing the Group and the parent
company.
In our opinion, the sustainability summary included in the
management’s commentary represents a reasonable, fair,
and balanced representation of the Group’s sustainability
performance and is prepared in accordance with the
stated accounting policies.
In our opinion, the annual report of Gentoo Media p.l.c.
for the financial year 1 January – 31 December 2025 is
prepared, in all material respects, in compliance with the
ESEF Regulation.
We recommend that the annual report is adopted at the
annual general meeting.
Statement by the Directors
Giuseppe Muscat
Director
Gentoo Media | PLC Report 2025 Financial statements
84
List of abbreviations and definitions
AI: Artificial intelligence
B2B: Business-to-Business
B2C: Business-to-Customer
BI: Business intelligence
CLV: Customer Lifetime Value
CMS: Content Management System
CRM: Customer Relationship Management
CSR: Corporate Social Responsibility
EBITDA before special items: Earnings before
interest, tax, depreciation, amortisation and special
items (equivalent to operating profit before depreciation,
amortisation, impairment, and special items)
EGR: eGaming Review - B2B publisher and
membership networking group for the online
gaming and gambling industry
ESG: Environment, Social, Governance
EU: European Union
FTD: First-time-Depositors
GDPR: EU’s General Data Protection Regulation
GiG: Gaming Innovation Group Inc.
IFRS: International Financial Reporting Standards
IR: Investor Relations
M&A: Mergers and acquisitions
NFRD: EU’s Non-Financial Reporting Directive
Platform & Sportsbook: The entity that was a
part of Gaming Innovation Group with Gentoo
Media, now known as GiG Software
The parent: Parent company of Gentoo Media Inc.
PPC: Pay per click
QMAR: Quality Mark Responsible Affiliates
SEO: Search engine optimisation
The company: Gentoo Media Inc.
The Group: Gentoo Media Inc.
Glossary
85
Gentoo Media | PLC Report 2025
Norwich
Valencia
St. Julian’s
Belgrade
Copenhagen
The Quad (Headquarters)
@Quad Central, Q4 Level 14
Triq L-Esportaturi
Birkirkara CBD 1040,
Valencia
@46015 València
Av. de les Corts Valencianes,
58, 5th floor Pobles de l’Oest
Spain
Norwich
The Union Building,
51-59 Rose Lane
Norwich, Norfolk
England
Copenhagen
@Rebel Penguin
Nannasgade 28
2200 Copenhagen N
Denmark
Belgrade
@Airport City, Rose Building
Omladinskih Brigada 90V
11070 New Belgrade
Serbia
Company information
Gentoo Media | PLC Report 2025 Management commentary | Back to content
86
Independent
Auditor’s Report
Independent auditor’s report
To the Shareholders of Gentoo Media p.l.c.
Report on the audit of the financial statements
Our opinion
In our opinion:
· The Group financial statements and the Parent Company financial statements (the “financial statements”) of Gentoo Media p.l.c. give a true and fair view of the Group and the Parent Company’s financial position as at 31 December 2025, and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (‘IFRSs’) as adopted by the EU; and
· The financial statements have been prepared in accordance with the requirements of the Maltese Companies Act (Cap. 386).
Our opinion is consistent with our additional report to the Board of Directors.
What we have audited
Gentoo Media p.l.c.’s financial statements comprise:
· the Consolidated statement of comprehensive income for the year ended 31 December 2025;
· the Consolidation statement of financial position as at 31 December 2025;
· the Consolidated statement of changes in equity for the year then ended;
· the Consolidated statement of cash flows for the year then ended;
· the notes to the Consolidated financial statements, comprising material accounting policy information and other explanatory information;
· the Parent Company statement of comprehensive income for the year ended 31 December 2025;
· the Parent Company statement of financial position as at 31 December 2025;
· the Parent Company statement of changes in equity for the year then ended;
· the Parent Company statement of cash flows for the year the ended; and
· the notes to the Parent Company financial statements, comprising material accounting policy information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group and the Parent Company in accordance with the ethical requirements of the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) that are relevant to audits of financial statements of an EU Public Interest Entity in Malta and the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) as applicable to audits of financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with these Codes.
To the best of our knowledge and belief, we declare that non-audit services that we have provided to the parent company and its subsidiaries are in accordance with the applicable law and regulations in Malta and that we have not provided non-audit services that are prohibited under Article 18A of the Accountancy Profession Act (Cap. 281).
The non-audit services that we have provided to the parent company and its subsidiaries, in the period from 1 January 2025 to 31 December 2025, are disclosed in note 6.2 to the consolidated financial statements and note 3 to the Parent Company financial statements.
Our audit approach
Overview
|
|
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we considered where the directors made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall group materiality for the financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
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Overall group materiality |
€789,000 |
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How we determined it |
0.8% of revenue |
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Rationale for the materiality benchmark applied |
We chose revenue as the benchmark because, in our view, it is a key financial metric used in assessing the performance of the Group and is a generally accepted benchmark. We chose 0.8% based on our professional judgement noting that it is also within the range of commonly accepted revenue related thresholds. |
We agreed with the Board of Directors that we would report to them
misstatements identified during our audit above €78,900 as
well as misstatements below that amount that, in our view,
warranted reporting for qualitative reasons.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matter |
How our audit addressed the key audit matter |
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Financing arrangements of the Group and Parent Company As at 31 December 2025, the Group’s current liabilities exceeded current assets by €133.0 million (2024: €54.8 million). The working capital deficiency as at the year-end is primarily driven by the maturity of the listed bond of €91.9 million in December 2026, as well as the maturity of the revolving credit facility (“RCF”) of €19.9 million in September 2026. In January 2026, the Group had initiated a refinancing process to secure funding of approximately €120 million covering both the bond and the existing RCF. While the process attracted interest from existing and new investors for an amount of approximately €120 million, management and the Board did not consider the terms offered to be satisfactory, and on this basis chose to postpone the bond refinancing process to later in 2026. In March 2026, the Group secured new shareholder loan facilities totalling €18 million, which proceeds were used to fully refinance the Group’s existing RCF. In the coming months, it is the intention of management and those charged with governance to consider alternative avenues for refinancing the bond on terms that are deemed to be more favourable to the Group. The Parent Company expects to meet its obligations primarily by the Group’s projected quarterly cash generation. Having considered expectation for performance and cash generation in the coming quarters, informal discussions on refinancing possibilities and other alternatives, those charged with governance concluded that there are no factors that give rise to material uncertainty that may cast significant doubt about the Group’s and Parent Company’s ability to continue as a going concern. We identified this key audit matter due to the magnitude of the refinancing and management’s judgement in their conclusion that there is no material uncertainty. Refer to Note 1.3 (Basis of Preparation - Going concern) and Note 5.2 (Borrowings and interest) to the consolidated financial statements. |
Our audit procedures on management’s assessment of going concern included: - Enquiring on management’s cash-flow forecasts duly approved by the Board of Directors. Extensive discussions in this regard also took place with those charged with governance; - Analysing the key assumptions related to the main drivers included in the cash-flow forecast to 31 December 2026, including sensitivity analysis on the Group’s interest cover and net leverage ratio; - Sighting correspondence between the Group and the investment brokers expressing interest from market participants in connection with the planned refinancing for a total volume of approximately €120 million; - Viewing loan agreements in relation to the Group’s new shareholder loan facilities obtained in March 2026 which loan facilities were subsequently used to extinguish the Group’s RCF; - Comparing actuals for Q1 2026 (unaudited revenue and adjusted EBITDA) to the guidance provided to the market by Gentoo Media Inc., the parent company; and - Evaluating the adequacy and appropriateness of the related disclosures in the Group’s financial statements. After considering the balance of evidence, we consider management’s assumptions, including the judgement that there are no factors that give rise to material uncertainty, to be consistent with the evidence obtained. |
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Effectiveness of internal controls at Group level In 2023 and 2024, the Group made a number of acquisitions. In September 2024, the split dividing the Group into two independently listed companies was completed. This also resulted in significant changes to the management team. These factors contributed to gaps in control measures especially in the area of acquisition accounting and the related revenue. In 2025, the executive management team and those charged with governance performed a comprehensive review of the Group’s financial reporting process with a focus on revenue as well as controls as they relate to acquisitions. This resulted in a number of errors which when aggregated led to a restatement of the Group’s comparative information for 2024. Due to its nature, this resulted in this matter being identified as an area of focus. Refer to Note 1.6 (Correction of material error) of the consolidated financial statements |
As a result of the increased audit risk, we performed additional audit procedures designed to identify and mitigate the related risks and incorporated a greater emphasis on substantive testing of these areas. Procedures included: - We obtained updates on deficiencies in internal control reported to those charged with governance in the previous year. In doing so, we evaluated the outcome and degree of formal assessments undertaken by the executive management team and those charged with governance in relation to the respective areas; and - We substantively audited the correction of material errors adjusted for in the year to 31 December 2025 in relation to the comparative period. This involved, among others, performing extended audit procedures over further credit notes issued by the Group subsequent to the finalisation of the 2024 financial statements and ensuring that the impact of errors previously identified were correctly captured within the restatement. Control deficiencies continue to be formally communicated to those charged with governance and no other uncorrected material errors requiring adjustment were identified based on the procedures carried out, and the evidence obtained. |
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Impairment assessment of goodwill and other intangible assets held by the Group IAS 36 ‘Impairment of Assets’ requires that Goodwill and other intangible assets are subject to an impairment review at least annually, or more frequently when there is evidence of a trigger event. IAS 36 also requires a number of specific disclosures in respect of the impairment assessment. The Group tests whether goodwill and other intangible assets are impaired on an annual basis. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows, referred to as a cash generating unit (“CGU”). The Group has two CGUs: ‘Paid’ and ‘Publishing’ operating segments. The Group has goodwill of €34.0 million and €51.4 million of other intangible assets across the two cash-generating units. When performing the annual impairment review of goodwill and other intangible assets as at 31 December 2025, management determined that the goodwill and other intangible assets were fully recoverable. The underlying forecast cash flows, and the supporting assumptions, reflect significant judgements as these are affected by future market or economic conditions, changes to laws and regulations as well as management’s success in achieving growth targets. The estimation of future cash flows and the level to which they are discounted is inherently uncertain and requires judgement. Judgement is also applied in the assessment of useful lives of intangible assets that are amortised over a defined period. During the year, management have changed the useful life of domains from a definite to an indefinite useful life. The cost to renew domains is relatively low. This together with the Group’s commitment to continue managing these domains means that there is an expectation that future economic benefits from these intangible assets will continue to flow to the Group over an indeterminable period. The extent of judgement, and the magnitude of goodwill and other intangible assets resulted in this matter being identified as an area of audit focus. Refer to Notes 3.1 (Intangible assets) and 3.2 (Impairment test) of the consolidated financial statements. |
We obtained the annual impairment assessments per CGU performed by management. A key component of our work was to consider the budgets and cash flow forecasts prepared by management, as outlined below. This was supplemented by specific procedures on the key assumptions used. We agreed the 2026 budget in the impairment models to the latest Board approved budgets. For the remaining periods covered by the models we evaluated the assumptions (including growth rates, EBITDA margins and discount rates) in the forecasts and considered the evidence available to determine whether the forecasts were reasonable and supportable. We, together with our valuation experts, determined that the application of the key assumptions was considered to be reasonable. Due to the significant headroom between the reported intangible assets of €85.4 million and the respective value-in-use calculations, sensitivities were not deemed necessary. As part of our work, we assessed the accuracy of management’s historic forecasting ability when considering the assumptions used within the value-in-use model. We assessed the appropriateness of the disclosures as required by IAS 36 in respect of the goodwill and other intangible assets and considered these to be reasonable. We assessed the change of useful life of domains from a definite to an indefinite period. In doing so, we assessed the revenue multiples by domain and compared such multiples with industry averages. Based on the work performed, we found the assessment of the recoverable amount of goodwill and other intangible assets as well as the change in useful life of domains to be consistent with the explanations and evidence obtained.
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How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.
The Group includes a number of subsidiaries, mainly operating in Malta, Denmark and Serbia. The consolidated financial statements are a consolidation of all of these components.
We therefore assessed what audit work was necessary in each of these components, based on their financial significance to the financial statements and our assessment of risk and Group materiality. At the component level, we performed a combination of full scope audits and specified audit procedures on certain account balances in order to achieve the desired level of audit evidence.
In establishing the overall audit approach to the Group audit, we determined the type of work that needed to be performed by us, as the Group auditor, or by component auditors. For the work performed by component auditors operating under our instructions, we determined the level of involvement we needed to have in the audit work at those locations to be satisfied that sufficient audit evidence had been obtained for the purposes of our opinion.
We kept in regular communication with component auditors throughout the year with phone calls, discussions and written instructions and review of working papers where appropriate.
We ensured that our involvement in the work of the component auditors, together with the additional procedures performed at the Group level, were sufficient to allow us to conclude on our opinion on the Group financial statements as a whole.
The Group auditor performed all of this work by applying the overall Group materiality, together with additional procedures performed on the consolidation. This gave us sufficient appropriate audit evidence for our opinion on the Group financial statements as a whole.
Other information
The directors are responsible for the other information. The other information comprises the Directors’ report, Statement by the Directors, Glossary, and Company information (but does not include the financial statements and our auditor’s report thereon).
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon except as explicitly stated within the Report on other legal and regulatory requirements.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial statements
The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRSs as adopted by the EU and the requirements of the Maltese Companies Act (Cap. 386), and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
· Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Parent Company’s internal control.
· Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
· Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s or the Parent Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group or the Parent Company to cease to continue as a going concern
· Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
· Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Chapter 16 Section 4a of the Swedish Securities Market Act
We have undertaken a reasonable assurance engagement in accordance with the requirements of ISAE 3000 (Revised), Assurance engagements other than audits or reviews of historical financial information on the Annual Report of Gentoo Media p.l.c. for the year ended 31 December 2025, entirely prepared in a single electronic reporting format.
Responsibilities of the directors
The directors are responsible for the preparation of the Annual Report, including the consolidated financial statements and the relevant mark-up requirements therein, by reference to Chapter 16 Section 4a of the Swedish Securities Market Act, in accordance with the requirements of the ESEF RTS.
Our responsibilities
Our responsibility is to obtain reasonable assurance about whether the Annual Report, including the consolidated financial statements and the relevant electronic tagging therein, complies in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ISAE 3000.
Our procedures included:
· Obtaining an understanding of the entity's financial reporting process, including the preparation of the Annual Report, in accordance with the requirements of the ESEF RTS.
· Obtaining the Annual Report and performing validations to determine whether the Annual Report has been prepared in accordance with the requirements of the technical specifications of the ESEF RTS.
· Examining the information in the Annual Report to determine whether all the required taggings therein have been applied and whether, in all material respects, they are in accordance with the requirements of the ESEF RTS.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the Annual Report for the year ended 31 December 2025 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS.
Other reporting requirements
The Annual Report 2025 contains other areas required by legislation or regulation on which we are required to report. The Directors are responsible for these other areas.
The table below sets out these areas presented within the Annual Financial Report, our related responsibilities and reporting, in addition to our responsibilities and reporting reflected in the Other information section of our report. Except as outlined in the table, we have not provided an audit opinion or any form of assurance.
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Area of the Annual Report 2025 and the related Directors’ responsibilities |
Our responsibilities |
Our reporting |
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Directors’ report |
We are required to consider whether the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements. We are also required to express an opinion as to whether the Directors’ report has been prepared in accordance with the applicable legal requirements. In addition, we are required to state whether, in the light of the knowledge and understanding of the Company and its environment obtained in the course of our audit, we have identified any material misstatements in the Directors’ report, and if so to give an indication of the nature of any such misstatements.
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In our opinion: · the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and · the Directors’ report has been prepared in accordance with the Maltese Companies Act (Cap. 386). We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section.
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Other matters on which we are required to report by exception We also have responsibilities under the Maltese Companies Act (Cap. 386) to report to you if, in our opinion: · adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us. · the financial statements are not in agreement with the accounting records and returns. · we have not received all the information and explanations which, to the best of our knowledge and belief, we require for our audit. |
We have nothing to report to you in respect of these responsibilities. |
Other matter - use of this report
Our report, including the opinions, has been prepared for and only for the Parent Company’s shareholders as a body in accordance with Article 179 of the Maltese Companies Act (Cap. 386) and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior written consent.
Appointment
We were first appointed as auditors of the Company on 23 November 2015. Our appointment has been renewed annually by shareholder resolution representing a total period of uninterrupted engagement appointment of 11 years. The Company became listed on a regulated market on 20 December 2024.
Ian Curmi
Principal
For and on behalf of
PricewaterhouseCoopers
78, Mill Street
Zone 5, Central Business District
Qormi
Malta
30 April 2026
