B90 Holdings Regulatory News (B90)

For release: 07.00, 30 June 2023

B90 Holdings plc

("B90", the "Company" or "Group")

Final Results for the year ended 31 December 2022

B90 Holdings plc (AIM: B90), the online marketing and operating company for the gaming industry, announces its audited final results for the year ended 31 December 2022 (the "2022 Annual Report").

The 2022 Annual Report can be found on the Company's website at www.b90holdings.com.

Commenting on the results, Ronny Breivik, Interim Executive Chairman said:

"As an entrepreneurial gaming business, we believe that the business has strong growth potential through a strategic and deliberate 'buy and build' M&A strategy. This is backed by strong execution, and organic growth stemming from focused inhouse marketing activities. We can be characterized as a challenger brand in the Gaming industry, and one of the few pure plays listed on the AIM market and we are determined to make more use of the opportunities afforded by our listing."

Financial and operational highlights

● Revenues substantially increased : €2.1 million (2021: €0.8 million)

● Operating loss increased to €4.2 million (2021: €3.3 million loss), partially due to impairment charges on goodwill and increased amortisation of intangible assets

● Launch of new operating brand: Spinbookie: targeting new territories in North and Latin America

● Completion of acquisitions and successful integration of marketing affiliate businesses: Oddesn.nu and Tippen4you focusing on Nordic and European markets

● Successful fundraises during the year totalling over €1.8 million (£1.6 million) in aggregate, to facilitate the acquisitions and provide additional working capital

● Appointment of new (Interim) Executive Chairman and further changes to the Board

● Post year end developments:

o  appointment of senior industry figure Mark Blandford as senior adviser and investor; and

o  further fundraisings totalling €3.9 million (£3.3 million) from new and existing investors to support investment in marketing and growth of operations,  including funding separately announced today.

Commenting on current trading and outlook, Ronny Breivik added:

"We have achieved a great deal during 2022 and importantly have continued that momentum into 2023. We have substantially strengthened our balance sheet, increased revenues and reduced our adjusted EBITDA. Alongside this we have improved our affiliate strategies, investing in our direct marketing activities and operations. To support these initiatives, we have strengthened both our management and advisory teams.

We will continue to focus on carefully selected Latin American, and other developed European markets. The additional capital raised will help fund our increased operations in the region to improve retention rates and produce an improved spend per customer. We are grateful to shareholders for their continuing support.

Overall, I am delighted with the progress that the Company is making and we look forward with increased optimism and confidence."

The information communicated in this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended. 

-Ends-

For further information please contact:

About B90 Holdings plc

B90 Holdings plc is a group of companies focused on the operation of its own online Sportsbook and Casino product as well as marketing activities for other online gaming companies.

Website: www.b90holdings.com

CHAIR'S STATEMENT

Introduction

This is my first statement as Chair of the Company, having been appointed as (Interim) Executive Chairman, in November 2022 and I am delighted to present the Annual Report for B90 Holdings plc ("B90", "Company" or together with its subsidiaries, the "Group") for the financial year ended 31 December 2022.

B90 Holdings plc is a group of companies focused on the operation of our own online Sportsbook and Casino product as well as marketing activities for our own and third party online gaming companies. 

Our focus is currently on two core divisions:

· betting and gaming websites; and

· service provision, through media platforms and affiliate marketing.

We operate under four principal brands: Bet90, Spinbookie, Oddesn.nu and Tippen4you with revenues generated through both online gaming revenue and marketing commission from other platforms.

As an entrepreneurial gaming business, we believe that the business has strong growth potential both organically and via a 'buy and build' M&A strategy. We can be characterized as a challenger brand in the Gaming industry, and one of the few pure plays listed on the AIM market and we are determined to make more use of the opportunities afforded by our listing.

We are bank debt free (but do have Convertible Loan Notes issued) and we have identified four distinct strategic pillars to help us on our journey towards profitability. The first is the delivery of a truly scalable platform for online and e-gaming entertainment. Secondly, we will concentrate on both organic growth and acquisitions. Next, we aim to take a holistic approach to all players by offering the widest game play options and finally we will employ AI and other leading technology and analytics across our operations to drive efficiencies and support operations and marketing.

We are excited about expansion into new territories and markets, specifically in Latin America, Canada, and Europe, supported by the development of affiliate programs through both further acquisitions and partnerships.

Financial and operational highlights

● Revenues substantially increased : €2.1 million (2021: €0.8 million)

● Operating loss increased to €4.2 million (2021: €3.3 million loss), partially due to impairment charges on goodwill and increased amortisation of intangible assets

● Launch of new operating brand Spinbookie; targeting new territories in North and Latin America

● Completion of acquisitions and successful integration of marketing affiliate businesses: Oddesn.nu and Tippen4you focusing on Nordic and European markets

● Successful fundraises during the year totalling over €1.8 million (£1.6 million) in aggregate, to facilitate acquisitions and provide additional working capital

● Appointment of new (Interim) Executive Chairman and further changes to the Board

● Post year end developments:

o  appointment of Mark Blandford, a senior industry figure and considered by many to be one of the founders of the developed online gaming industry, as senior adviser and investor; and

o  further fundraisings totalling €3.9 million (£3.3 million) from new and existing investors to support investment in marketing and growth of operations.

Operating Review

2022 has been a year of transition for the Company setting strong foundations for future operational and financial growth. With unique products and strong brands in global iGaming (sportsbook and casino) markets, we continue to build strong customer relationships, increasing our revenues by approximately 160% compared to the prior comparable period and substantially increasing our customer numbers across our target markets of Scandinavia and South America.

In May 2022, we completed the integration of Oddsen.nu, a key affiliate within our Group that operates in Norway. Oddsen.nu boasts a prominent forum, enabling users to engage in continuous discussions about sports betting events throughout the day. One of the main features of Oddsen.nu is its longstanding commitment to providing winning betting tips to its user base without any charges. Consequently, the business has met our expectations and successfully expanded our market reach into developed markets.

Alongside this, we introduced our Spinbookie brand, strategically positioned in distinct yet complementary markets to enhance B90's existing operations. Spinbookie delivers a comprehensive casino experience, featuring renowned providers like Evolution and other prominent casino vendors for the ultimate enjoyment of our users. Additionally, the brand offers an extensive sportsbook, encompassing a wide array of major global sporting events, including a diverse selection of live betting options. To amplify our reach, we have established marketing agreements designed to attract more traffic to the platform.

Spinbookie's existing full casino and sportsbook product covers most major global sporting events, including a large range of live betting markets. The casino offering includes suites from Microgaming, Evolution, and other key casino suite providers. Marketing agreements are now in place and driving traffic to Spinbookie and we are pleased with the growth in customer numbers and average spend that it is starting to produce.

Increased activity and ownership of both these brands helped to positively impact Group revenues, as we also expanded operations in other territories, particularly in Latin American and Nordic markets. 

In June 2022 we also announced the acquisition of the remaining 49% stake in Tippen4you, which is now fully owned by the Group. That website is an established forum platform focused on the German market. It earns revenues by entering into affiliate agreements with operators who are active in the German market.

Fundraisings

The Group completed a number of successful fundraises during the year, with new and existing investors strengthening the balance sheet, in order to support growth; provide working capital; and to put in place the foundation to execute on its strategic plan. Accordingly, we announced that:

- on 16 May 2022, the Company had raised €860,000 (or £731,000) through a subscription for 12,713,043 new ordinary shares by certain existing investors at a price of 5.75 pence per share;

- on 9 September 2022, the Company had raised €358,000 (or £305,000) through a subscription for 7,625,000 new ordinary shares by existing and new investors at a price of 4 pence per share;

- on 22 December 2022, the Company had raised €649,000 (or £540,000) through subscriptions for convertible loan notes.

This fundraise on 22 December 2022 was under the terms of a new 3-year, 10% convertible (unsecured) loan note (the "Convertible Loan Note"). The Convertible Loan Notes have a term of three years from issue and are convertible no earlier than 1 January 2024, at the request of the Loan Note holder, at a 10% discount to the volume weighted average price for the five trading days prior to the conversion notice. The Loan Notes are convertible, at the discretion of the Company, at any time and on the same terms.

Subsequent to the reported year-end, the Group announced further fundraises, all under the terms of the Convertible Loan Note, of £500,000 on 6 February 2023, £1,100,000 on 5 April 2023 and is announcing a further €2,000,000 on 30 June 2023, leaving the Group with a much improved balance sheet.

Financial review

The net result for the year amounted to an after-tax loss of €4.3 million (2021: €3.4 million loss), which was primarily the result of the increased amortization charges and a partial impairment on goodwill. Revenues have increased significantly from €0.8 million in 2021 to €2.1 million in 2022.

EBITDA adjusted for incidental costs, improved over the prior period, and is as follows:

Whilst the Group has raised additional funds by way of the issue of convertible loan notes since the 2022 year-end, amounting in aggregate to £3.3 million, it remains reliant, inter alia, on being able to manage its cash resources carefully and trading being in line with management's expectations.

Currently the Board expects this to be the case and the business is trading in-line with management expectations.

Principal risks and uncertainties

The principal risks and uncertainties factors are included on page 12 of this report.

Board changes and appointment of strategic adviser

Martin Fleisje and I were both appointed to the Board with effect from 7th November 2022.

I was appointed Interim Executive Chairman, having initially joined B90 as CEO of B90 Ventures Ltd, the main operating subsidiary of the Group in April 2021.

My background is in online gaming since 1997, having launched the first gaming portal in Norway. In the early 2000s, I was involved in a start-up, OddsAlive.com, which was subsequently sold to BetInternet. From 2004 until 2006 I worked with Sportingbet.com. Since then, before joining B90, I focused on building successful affiliate websites in different sector verticals. 

Martin was appointed as an independent non-executive Director. Martin is chief financial officer of Induct AS, a Norwegian software company. Prior to joining Induct AS, Martin spent the majority of his career in wealth management and sales most recently with Kraft Finans AS and Pioner Kapital AS, both based in Norway.

In November 2022, we also announced that, Karim Peer, Executive Chairman and Nigel Eastwood, non-executive Director had stepped down from their positions on the Board and left the Company, having been appointed earlier in the year in May 2022 and September 2022 respectively. The Board wishes to thank Karim and Nigel for their contribution to the Group and wishes them both well in their future endeavours.

Following the above changes, the Directors continue to review the composition of the Board, both at executive and non-executive level, including seeking to identify and recruit one or more additional independent Directors to further enhance the Board's experience and expertise. We are making good progress in our search.

In February 2023, following the reported period, we were delighted to announce that Mark Blandford had invested in the business and agreed to act as a strategic adviser to the Company. Mark is senior industry figure and considered by many to be one of the founders of the developed online gaming industry. He has pioneered the development, financing, and monetising of digital Pay2Play entertainment companies over the last fifteen years and having worked with him previously at Sportingbet, I am extremely pleased that he has invested in B90 and has now agreed to become a strategic adviser to the Company. His experience, advice, market insight and knowledge, as well as his network of contacts, will be invaluable to us as we embark on the next phase of our growth.

Summary and Outlook

We have achieved a great deal during 2022 and importantly have continued that momentum into 2023. In the first few months of 2023, we have substantially strengthened our balance sheet by securing additional funding, we significantly increased revenues in 2022 compared to 2021 and reduced our adjusted EBITDA loss. Alongside this we have improved our customer relations management and retention programmes and augmented our affiliate strategies, investing in our direct marketing activities and operations. To support these initiatives, we have strengthened both our management and advisory teams.

Our focus for 2023 is to accelerate revenue growth by utilising focused investment in marketing to improve site traffic and subsequently generate higher gaming volumes. In tandem, we are committed to reducing operating losses and providing investors with more visibility on the path to cash generation. We also are actively seeking further value accretive acquisitions and various forms of partnerships such as licensing agreements.

We will continue to focus on carefully selected Latin American, and other developed European markets. Additional capital raised will help fund our increased operations in the region to improve retention rates and produce an improved spend per customer. We are grateful to shareholders for their continuing support.

Overall, I am delighted with the progress that the Company is making and we look forward with increased optimism and confidence.

Ronny Breivik

(Interim) Executive Chairman, B90 Holdings plc

29 June 2023

The Directors present their report and consolidated financial statements for the year ended 31 December 2022.

Principal activities and review of the business

B90 Holdings plc is the parent company of a group focused on sports betting operations and casinos games via its wholly owned Bet90 and Spinbookie operations, as well as generating marketing leads and entering into marketing contracts for the activities of its partners in sports betting and casino games, using its wholly owned brands Oddsen.nu (which has its main focus on Norway) and Tippen4you.com (with a focus on Germany).

Results and dividends

The Group's results for the year, after taxation, amounted to a loss of €4.3 million (2021: loss of €3.4 million).

As a result of the above, the Directors are proposing not to pay a dividend for the year ended 31 December 2022 (2021: nil).

Future developments

Future developments are discussed in the Strategic Report.

Financial Risk Management

The Board is responsible for setting the objectives and underlying principles of financial risk management for the Group. The Board establishes the detailed policies such as authority levels, oversight responsibilities, risk identification and measurement and exposure limits.

Capital risk management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders.

Liquidity risk

Liquidity risk exists where the Group might encounter difficulties in meeting its financial obligations as they become due. The Group monitors its liquidity in order to ensure that sufficient liquid resources are available to allow it to meet its obligations.

Large wins by customers

Inherent to the business is that there is a risk that a few players and customers might win significant amounts of money during the same period thus reducing the earnings of the Group, in particular in regard to its sportsbook partner which has a higher concentration of VIP players. In respect of its marketing activities for its sportsbook partner, negative net commission revenues in any period are carried forward and netted off against positive net commission revenues in future periods on which commission might otherwise be payable to the Group. Whilst the Group would not have to cover any gaming or gambling losses in the existing marketing agreements, the percentage of earnings retained by the Group might be greatly reduced as a result of this. 

Gaming or gambling losses within the Group's own Bet90 and Spinbookie operations would though need to be covered by the Group as and when they occur. The Group must at all times have sufficient cash balances available to cover liabilities to customers. In the case of a large win by a customer, the Group would need to move funds from its current account to the accounts that cover the liability to customers, which would immediately negatively impact the Group's working capital and its earnings for the period.

Currency risk

Given the expansion in the Nordics and Latin America, the Group is exposed to foreign exchange gains and losses on its trading activities. Due to the current size of the Group, it does not actively hedge the foreign exposure on its trading cashflows. It monitors exposures to individual currencies, taking remediating actions as necessary to manage any significant risks as they arise. Due to the size of the operations in other currencies than the Euro in 2022 the effect of a significant change in foreign currency rates would be immaterial.

Interest rate risk

The Group's exposure to upside interest rate risk is limited. The convertible loan notes on the statement of financial position have a fixed interest rate. The Directors do not consider the impact of possible interest rate changes based on current market conditions to be material to the net result for the year or the equity position as at 31 December 2022. 

Credit risk

The Group's credit risk is primarily attributable to trade receivables and cash and cash equivalents.

● Receivables: Customers, being third party sportsbook and casino operators. The Group generates commission revenues via its affiliate operations. Commissions invoiced are payable within a month after the month invoiced. 

● Cash and Cash equivalents: Payment service providers (PSPs). PSPs are third-party companies that facilitate deposits and withdrawals of funds to and from customers' virtual wallets with the Group. These are mainly intermediaries that transact on behalf of credit card companies.

The risk is that a customer or a PSP would fail to discharge its obligation with regard to the balance owed to the Group.

The Group reduces this credit risk by:

● Monitoring balances with customers on a regular basis;

● Monitoring balances with PSPs on a regular basis; and

● Arranging for the shortest possible cash settlement intervals with their PSP's.

The Group considers that based on the factors above and on past experience, the customers and PSP receivables used in the current businesses are of good credit quality and there is a low level of potential bad debt as at year-end.

An additional credit risk the Group faces relates to customers in its own operations disputing charges made to their credit cards ("chargebacks") or any other funding method they have used in respect of the services provided by the Group. Customers may fail to fulfil their obligation to pay, which will result in funds not being collected. These chargebacks and uncollected deposits, when occurring, will be deducted at source by the payment service providers from any amount due to the Group. The Group monitors the need for impairment provisions by considering all reasonable and supportable information, including that which is forward-looking. For the year ended 31 December 2022, the Group has not made any provision for this, as any provision would be immaterial.

Regulatory risk

Regulatory, legislative and fiscal regimes for betting and gaming in key markets can change, sometimes even at short notice. Such changes could benefit or have an adverse effect on the Group's operations and additional costs might be incurred in order to comply with any new laws or regulations in various jurisdictions.

The Group closely monitors regulatory, legislative and fiscal developments in key markets allowing the Group to assess, adapt and takes the necessary action where appropriate. Management takes external advice, which incorporates risk evaluation of individual territories. Regulatory updates are provided to the Board when changes are announced.

Whilst changing regulatory and tax regimes can offer opportunities to the Group as well as posing risks, a significant adverse change in jurisdictions in which the Group operates could have a significant impact on the Groups future profitability and cash generation.

Going concern

Although the Group has increased revenues by c. 160% to €2.1 million, the Group still operates at a loss. Whereas the directors believe the acquisitions completed in 2021 (Oddsen.nu and Spinbookie) will continue to drive increased revenues in the future, the reported net loss amounts to €4.3 million for the year ended 31 December 2022. Although this loss was significantly impacted by an impairment charge and increased amortization of intangible assets, the Group had a negative cash flow from operations of €2.3 million for the year ended 31 December 2022. Furthermore, the Group expects to report a loss for the six months ending 30 June 2023.

As per 31 December 2022, the Group shows total current liabilities of €3.2 million and a negative working capital position of €2.7 million. Whilst the Directors believe that its revised strategy will show a significant increase in revenues, the Group continues to operate at a loss, although management expects the Group to become cash flow positive during the second half of 2023, executing on its revised strategic plan to grow the Group's operations and revenues in the various verticals in a targeted manner.

Furthermore, as a result of the recent fundraise, which is announced on 30 June 2023, amounting to €2 million, the Group has improved its financial position at the time of release of this report, with a total of €3.9 million (or £3.3 million) raised during 2023 to date.  

Should trading not be in line with management's expectations going forward, the Group's ability to meet its liabilities may be impacted, in which case the Group may need to raise further funding. In such circumstance that this is needed and whilst the directors are confident of being able to raise such funding if required, there is no certainty that such funding will be available and/or the terms of such funding. These conditions are necessarily considered to represent a material uncertainty which may cast doubt over the Group's ability to continue as a going concern.

Whilst acknowledging this uncertainty, the Directors remain confident that the recent fundraise will allow the Group to expand its operations and generate a positive operational cash flow within a reasonable time or, if needed, be able to raise additional funding when required, therefore the Directors consider it appropriate to prepare the financial statements on a going concern basis. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

Your attention is drawn to the material uncertainty related to going concern section of the Auditor's Report.

Subsequent events

On 6 February 2023 the Company announced that it had raised a further €570,000 (£500,000) through subscriptions for convertible loan notes. In addition, the Company has agreed to issue a further €127,692 (£112,500) Loan Notes to a key marketing partner in lieu of cash settlement due for services.

On 7 February 2023 the Company announced the appointment of Mark Blandford as a strategic adviser to the Company. Mark is a senior industry figure and considered by many to be one of the founders of the developed online gaming industry. Having started his career as the owner of a traditional 'bricks and mortar' bookmaker's chain for over 15 years, he then recognised the potential of the internet for the industry in the mid-1990s. In 1998 he founded Sportingbet.com, and in 2001 floated the company on AIM. Mark stepped down from the Board of Sportingbet in 2007 before its eventual sale in 2013 with the assets being split between William Hill and GVC. In 2002, he was awarded AIM Entrepreneur of the Year.

On 5 April 2023, the Company announced that it had raised a further €1.27 million (£1.1 million) through subscriptions for convertible loan notes.

On 19 April 2023, the Company announced that it had granted options over, in aggregate, 11,500,000 ordinary shares to certain directors and employees of the Company.

On 30 June 2023, the Company is announcing that it has raised a further €2 million (£1.72 million) through subscriptions for convertible loan notes, the funds of which are expected to be received before 12 July 2023.

Directors and their interest

The following Directors held shares and share options as at 31 December 2022:

*This includes a 34.65% ownership by Ronny Breivik in Performance Media ltd, a company that owns 31,084,450 shares in the Company and the shares held by Entercreation ltd, a company that owns 8,600,000 shares in the Company.

During 2022, Karim Peer (Executive Chairman until 7 November 2022) and Nigel Eastwood (non-executive director until 7 November 2022) held 2,100,000 and 750,000 options respectively. These options are included in the table in Note 18.

Directors who served during the year

The details of the Directors' remuneration have been included within note 5 on page 40 of this annual report.

Directors' responsibilities

The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to keep reliable accounting records which allow financial statements to be prepared. In addition, the Directors have elected to prepare group financial statements in accordance with International financial reporting standards (''IFRS") as adopted by the European Union. The financial statements are required to give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that year. In preparing these financial statements, the Directors are required to:

● select suitable accounting policies and then apply them consistently;

● make judgments and accounting estimates that are reasonable and prudent;

● state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in the financial statements; and

● prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and prepare financial statements. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are also responsible for ensuring that they meet their responsibilities under the AIM Rules.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the Isle of Man governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

In so far as each of the Directors is aware:

● there is no relevant audit information of which the Group's auditors are unaware; and

● the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.

Auditors

The auditors of the Group are CLA Evelyn Partners Limited (previously named Nexia Smith & Williamson), Chartered Accountants, who were reappointed at the 2022 Annual General Meeting and will be proposed to be reappointed at the 2023 Annual General Meeting.

The Board evaluates the operational risks facing the Group on an ongoing basis to monitor for changes in risks and risk impact and to set guidelines for risk mitigation. The most significant risks identified by the Board are listed below.

Gambling laws and regulations are constantly evolving and increasing

The regulatory framework of online gaming is dynamic and complex. Change in the regulatory regime in a specific jurisdiction can have a material adverse effect on business volume and financial performance in that jurisdiction. A number of jurisdictions have regulated online gaming, and in several of those jurisdictions the Group, or its operating partner, either holds a licence or is planning to obtain one, if the market is considered commercially viable. However, in some cases, lack of clarity in the regulations, or conflicting legislative and regulatory developments, mean that the Group may risk failing to obtain an appropriate licence, having existing licences adversely affected, or being subject to other regulatory sanctions, including internet service providers blocking, blocking options to make deposits, black-listing the Group and fines.

The Group is managing this risk by consulting with legal advisers in various jurisdictions where its services are marketed or which generate, or may generate, significant revenue for the Group. Furthermore, the Group obtains regular updates regarding changes in the law that may be applicable to its operations, working with local counsel to assess the impact of any changes on its operations. Furthermore, the Group's owned operations Bet90 and Spinbookie, blocks players from certain "blocked jurisdictions" using multiple technological methods as appropriate.

Reliance on VIP players

Although the focus of the Group is primarily on the operations of its own brands Bet90 and Spinbookie, a large percentage of the commission-based revenue from the Group's marketing activities in the sportsbook and casino vertical is generated by a small group of high net worth players, described as "VIP Players". These are loyal players that regularly deposit high amounts on the websites. These deposit levels vary per country and are typically the top 5% of the players making regular deposits. The Group knows these players and makes them feel valued, in efforts to remain an active player. A VIP player (or also a non-VIP player) can have large winnings, in either the sportsbook or the casino, in a certain period, which can significantly impact the revenues on a monthly basis. A loss of any of the VIP Players could significantly adversely affect the Group's business, financial condition, results or future operations.

In respect of its own sportsbook and casino brands, Bet90 and Spinbookie, any large wins by VIP players could potentially lead to recording a loss in such cases. The Group has Terms & Conditions in place to limit the daily win of a single player to mitigate such a risk.

Imposition of additional gaming or other indirect taxes

Revenues earned from customers located in a particular jurisdiction may give rise to further taxes in that jurisdiction. If additional taxes are levied, this may have a material adverse effect on the amount of tax payable by the Group. Further taxes may include value added tax (VAT) or other indirect taxes. The Group may be subject to VAT or similar taxes on transactions, which have previously been treated as exempt.

The Group seeks to include geographical diversity in its operations. In order to mitigate the risks that arise, the Group actively identifies, evaluates, manages and monitors its tax risks and the geographies in which it operates. The Group works with external local tax advisers to assist them in this process.

COVID-19 Pandemic

During 2020, the Group's business was negatively impacted by the cancellation of the vast majority of sporting events in its target markets as a result of the global COVID-19 pandemic. Whereas the pandemic continued throughout 2021 and early 2022 and the majority of the global sporting events have continued already since the summer of 2020, there is no guarantee that a future cancellation of some sporting events in the Group's key markets will not occur, either related to the COVID-19 pandemic, or any new pandemic. In that situation, revenue of the Group may be significantly impacted without a proportionate reduction (if at all) in costs. To mitigate this risk, the Group has been more actively promoting the casino offering and is looking for external opportunities to expand its offering to its customers.

Information Technology and Cyber risks

The Group uses third party service providers for its operations. The third-party IT systems may be impacted by unauthorised access, cyber-attacks, DDoS (Distributed Denial of Service) attacks, theft or misuse of data by internal or external parties, or disrupted by increases in usage, human error, natural hazards or disasters or other events. Cyber-attack and data theft incidents may expose the Group to "ransom" demands and costs of repairing physical and reputational damage. Failure of third-party IT systems, infrastructure or telecommunications may cause significant cost and disruption to the business and harm revenues. Lengthy down-time of the site (including in transitioning to activated disaster recovery servers) could also cause the Group to breach regulatory obligations.

Data protection risk

The Group and its third-party service providers processes personal customer data, including sensitive data such as name, address, age, bank details and gaming / betting history. Such data could be wrongfully accessed or used by employees, customers, suppliers or third parties, or lost, disclosed or improperly processed in breach of data protection regulations. In particular, the European General Data Protection Regulation ("GDPR") entered into force in May 2018, its equivalent in the UK ("UK GDPR"), having a significant effect on the Group's privacy and data protection practices, as it introduced various changes to how personal information should be collected, maintained, processed and secured. Non-compliance with the GDPR or UK GDPR may result in fines of the higher of €20 million or 4% of the Group's annual global turnover, and the Group will be particularly exposed to enforcement action in light of the amount of customer data it holds and processes. In addition, various countries in the EU have introduced domestic data protection laws incorporating the GDPR requirements. Moreover, the Group makes use of various tracking technologies (such as cookies, SDKs, JavaScript and other forms of local storage), which are subject to stricter standards of consent and transparency, both under the GDPR and the e-Privacy Directive. The Group could also be subject to private litigation and loss of customer goodwill and confidence.

As an AIM-quoted company, B90 and its subsidiaries (together, the "Group") are required to apply a recognised corporate governance code, demonstrating how the Group complies with such corporate governance code and where it departs from it.

The Board of Directors of the Company ("Directors" or "Board") have adopted the QCA Corporate Governance Code (the "QCA Code"). The Board recognises the principles of the QCA Code, which focus on the creation of medium to long-term value for shareholders, without stifling the entrepreneurial spirit in which small to medium sized companies, such as B90, have been created.

Application of the QCA Code

In the spirit of the QCA Code it is the Board's job to ensure that the Group is managed for the long-term benefit of all shareholders and other stakeholders with effective and efficient decision-making. Corporate governance is an important part of that job, reducing risk and adding value to the Group. The Board will continue to monitor the governance framework of the Group as it grows.

B90 is an online marketing and operating company that seeks to grow shareholder value through organic growth and acquisitions. B90's aim is to build a portfolio of gaming brands through a combination of strong organic growth as well as strategic acquisitions that complement the current business.

The Board aims to achieve these objectives through the adoption of best working practices and by leveraging its industry knowledge and expertise. We believe that the senior management team as well as the Board, together with their industry leading partners and networks, have the necessary capabilities to achieve organic and external growth in the future, as demonstrated, for example, by the previous acquisition in 2017 of Bet90 Sports Ltd and the acquisition of Spinbookie.com in December 2021, both operating online sportsbook and casino. Furthermore, the Group acquired the operations of Oddsen.nu in September 2021 and the not owned minority interest in Tippen4you.com to own its own affiliation networks and driver further revenues via these portals.

In accordance with the AIM Rules, B90 applies (and in some cases departs from) the QCA Code in the following way:

Principle 1 - Establish a strategy and business model which promote long-term value for shareholders

B90 is an online marketing and operating company in the gaming sector that seeks to grow shareholder value through organic growth and acquisitions, key aspects of which are ensuring customer satisfaction on both a B2B and B2C basis and strengthening the B90 brand (see also page 7, Principal activities and review of the business)

Principle 2 - Seek to understand and meet shareholder needs and expectations.

B90 has engaged in active dialogue with shareholders through regular communication and the Company's Annual General Meeting and one-on-one discussions. New information is released via the regulatory news service (RNS) before anywhere else and the website is updated accordingly (see also page 3-6, Strategic report).

Principle 3 - Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Board recognises the importance of its wider stakeholders - employees, contractors, suppliers, customers, regulators and advisors - to its long-term success. The Board has established expectations that these key resources and relationships are valued and monitored. In particular, the Group's business model of outsourcing some its key activities requires reliable dialogue with contractors to ensure the successful pursuit of its long-term strategic objectives. Furthermore, the Board engages regularly with its corporate advisers to ensure proactive communication regarding the Group's activities. In doing so, the Group is able to take any feedback into account and adjust its actions accordingly to ensure it stays focused on long-term performance. The Board recognises that the Group operates within a competitive and fast changing industry and strives to remain alert to developments in a wider industry/society context.

Principle 4 - Embed effective risk management, considering both opportunities and threats, throughout the organisation

B90 operates within a complex business environment and an industry that is fundamentally driven by regulatory processes. The Board has set out its understanding of the principal risks and uncertainties in this report (see page 12 for details, going concern statement on page 9 and post year-end fundraise on page 10) and regularly reviews its strategies for minimising any adverse impact to the Group or its investors.

The Directors acknowledge their responsibility for the Group's system of internal control, which is designed to ensure adherence to the Group's policies whilst safeguarding the assets of the Group, in addition to ensuring the completeness and accuracy of the accounting records. Responsibility for implementing a system of internal financial control is delegated to the CFO.

The essential elements of the Group's internal financial control procedures involve:

● Strategic business planning

The Board regularly reviews and discusses the Group's performance and strategic objectives.

● Performance review

The Directors monitor the Group's performance through the preparation and consideration of monthly management accounts, daily through KPIs and regular reviews of its expenditure and projections. In addition, detailed financial projections for each financial year are prepared and are subject to formal and regular review against actual trading by the Board.

Principle 5 - Maintain the Board as a well-functioning, balanced team led by the Chairman

The Board comprises of four Directors of which two are Executive and two are Non-Executive, reflecting a blend of different experience and backgrounds. Considering the shareholding of Mark Rosman, the Board considers, at this moment, that only Martin Fleisje is completely independent as a Director in terms of the QCA guidelines. Accordingly, the composition of the Board does currently not satisfy the QCA recommendation that there are at least two independent Non-Executive Directors on the Board. The Board is actively looking to appoint at least one additional independent Non-Executive Director in the near term.

The Board meets throughout the year and all major decisions are taken by the Board as a whole. The Group's day-to-day operations are managed by the Executive Directors. All Directors have access to the Group information and any Director needing independent professional advice in the furtherance of his/her duties may obtain this advice at the expense of the Group.

Although the Board is satisfied that it has a suitable balance of knowledge of the Group, experience and skills to enable it to discharge its duties and responsibilities effectively, and that all Directors have adequate time to fill their roles, the Group intends to appoint an independent Non-Executive Director in due course and we will make further announcements as and when appropriate.

The role of the Chairman is to provide leadership of the Board and ensure its effectiveness on all aspects of its remit to maintain control of the Group. In addition, the Chairman is responsible for the implementation and practice of sound corporate governance.

Our Non-Executive directors are expected to devote as much time as is necessary for the proper performance of their duties. Executive directors are full-time employees or services providers and expected to devote as much time as is necessary for the proper performance of their duties.

During 2022 the Board held eight (8) formal meetings either in person or by call, all of which were attended by all Directors. The Board also passed eight (8) unanimous written resolutions.

Principle 6 - Ensure that between them the directors have the necessary up to-date experience, skills and capabilities

The Board considers its current composition to be appropriate and suitable with the adequate and up-to-date experience, skills and capabilities to make informed decisions. Each member of the Board brings a different set of skills, expertise and experience, making the Board a diverse unit equipped with the necessary set of skills required to create maximum value for the Group.

The Board is fully committed to ensuring its members have the right skills. Members of the Board must be re-elected by the shareholders of the Company if they have not been re-elected at the previous two annual general meetings in accordance with the Company's Articles of Association, thereby providing shareholders the ability to decide on the election of the Company's Board.

The biographical details of the Directors are:

Ronny Breivik (Interim Executive Chairman)

Ronny (49) has worked in online gaming since 1997 and launched the first gaming portal in Norway. In the early 2000s, Ronny was involved in a start-up, OddsAlive.com, which was subsequently sold to BetInternet in 2003. From 2004 until 2006 Ronny worked with Sportingbet.com, while also taking on the role of Product Manager for Bet24.com, which was later sold to the Modern Times Group. While at Bet24.com, Ronny introduced live betting and online poker to that company's product portfolio, creating and honing a profitable business model for live betting and online poker. From 2006 until 2011, Ronny was the CEO of M&B Poker Invest Ltd, which specialized in betting affiliation. During this time, Ronny co-founded and was one of the pioneers of the world's first 'rakeback' site, arguably disrupting the online poker world.

Marcel Noordeloos (Chief Financial Officer):

Marcel (54) was Group Finance Director at Playlogic International NV between 2006 and 2009 before becoming Chief Financial Officer of Playlogic Entertainment Inc (listed on Nasdaq in New York) in March 2009. Marcel became Chief Financial Officer at B90 Holdings plc in January 2011. Marcel has held several management positions with among others Nike (2002-2006) and PwC (1992 - 2001). Marcel holds an RA Degree (Registered Accountant) from the University of Amsterdam. 

Mark Rosman (Senior non-executive Director):

Mark (56), Senior non-executive Director, has over 20 years of experience advising on private equity investments and managing private equity portfolios. Mark worked for Galladio Capital Management BV for eleven years and held the role of Chief Operating Officer from 2006 until his departure in 2010. Since leaving Galladio, Mark has serviced as Chief Executive Officer of The Nestegg BV, a private equity management and advisory firm that advises high net worth individuals on the structuring and management of investments. Mark is a law graduate from VU University Amsterdam and has an MBA from the Rotterdam School of Management. 

Martin Fleisje (Non-executive Director):

Martin (42), Non-Executive Director, is currently chief financial officer of Induct AS, a Norwegian software company. Prior to joining Induct AS, Martin spent the majority of his career in wealth management and sales most recently with Kraft Finans AS and Pioner Kapital AS, both based in Norway.

Due to the size of the Group, the Group has not adopted a formal diversity policy, other than looking at educational and professional backgrounds.

The Board also consults with external advisers, such as its nominated adviser and the Company's lawyers, and with executives of the Company on various matters as deemed necessary and appropriate by the Board.

Principle 7 - Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

B90's Board is small and fully focussed on implementing the Group's strategy. However, given the size and nature of the Group, the Board does not consider it appropriate to have a formal performance evaluation procedure in place, as described and recommended in Principle 7 of the QCA Code. The Board will closely monitor the situation as it grows.

Principle 8 - Promote a corporate culture that is based on ethical values and behaviours

We are committed to acting ethically and with integrity. We expect all employees, officers, directors and other persons associated with us to conduct their day-to-day business activities in a fair, honest and ethical manner.

For that purpose, we have adopted a Code of Business Conduct and Ethics ("Code") which applies to all our workforce personnel. Pursuant to the Code, employees, directors and other relevant stakeholders are required to comply with all laws, rules and regulations applicable to us. These include, without limitation, laws covering anti-bribery, copyrights, trademarks and trade secrets, data privacy, insider trading, illegal political contributions, antitrust prohibitions, rules regarding the offering or receiving of gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. The Code also includes provisions for disclosing, identifying and resolving conflicts of interest of the employees and Board members.

The Code includes provisions requiring all employees to report any known or suspected violation and ensures that all reports of violations of the Code will be handled sensitively and with discretion. We also recognise the benefits of a diverse workforce and are committed to providing a working environment that is free from discrimination.

We have also adopted a share dealing code, regulating trading and confidentiality of inside information by persons discharging managerial responsibility and persons closely associated with them ("PDMRs").

We take all reasonable steps to ensure compliance by PDMRs and any relevant employees with the terms of the dealing code.

The Board considers that the Company complies with the requirements set in this principle.

Principle 9 - Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

Corporate Governance Committees

The Board has established two committees, of which the composition is as follows:

Audit committee

Martin Fleisje (Chairman)

Mark Rosman

Remuneration committee

Mark Rosman (Chairman)

Martin Fleisje

The Audit Committee

The Audit Committee meets at least two times during the year to review the published financial information, the effectiveness of external audit and internal financial controls including the specific matters set out below.

The terms of reference of the Audit Committee are to assist all the Directors in discharging their individual and collective legal responsibilities and during the meetings to ensure that:

● The Group's financial and accounting systems provide accurate and up-to-date information on its current financial position, including all significant issues and going concern;

● The integrity of the Group's financial statements and any formal announcements relating to the Group's financial performance and reviewing significant financial reporting judgments contained therein are monitored;

● The Group's published financial statements represent a true and fair reflection of this position; and taken as a whole are balanced and understandable, providing the information necessary for shareholders to assess the Group's performance, business model and strategy;

● The external audit is conducted in an independent, objective, thorough, efficient and effective manner, through discussions with management and the external auditor; and

● A recommendation is made to the Board for it to put to shareholders at a general meeting, in relation to the reappointment, appointment and removal of the external auditor and to approve the remuneration and terms of engagement of the external auditor.

The Audit Committee does not consider there is a need for an internal audit function given the size and nature of the Group.

Significant issues considered by the Audit Committee during the year have been the Principal Risks and Uncertainties (which are set out in this annual report) and their effect on the financial statements. The Audit Committee tracked the Principal Risks and Uncertainties through the year and kept in contact with the Group's Management, External Service Providers and Advisers and received regular updates. The Audit Committee is satisfied that there has been appropriate focus and challenge on the high-risk areas.

CLA Evelyn Partners Limited (previously named: Nexia Smith & Williamson), our external auditors, have been in office since 2013.

The external auditors are invited to attend the Audit Committee meeting to present their findings and this provides them with a direct line of communication to the Non-Executive Directors.

The Remuneration Committee

The terms of reference of the Remuneration Committee are to:

● recommend to the Board a framework for rewarding senior management, including Executive Directors, bearing in mind the need to attract and retain individuals of the highest calibre and with the appropriate experience to make a significant contribution to the Group; and

● ensure that the elements of the remuneration package are competitive and help in underpinning the performance-driven culture of the Group.

Principle 10 - Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Board is committed to maintaining good communication with its shareholders and in promoting effective dialogue regarding the Group's strategic objectives and performance. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback via meetings with the Company. The Annual General Meeting and any other General Meetings that are held throughout the year are for shareholders to attend and question the Directors on the Company's performance. Regular progress reports are also made via RNS announcements and the point of contacts are Ronny Breivik, (Interim) Executive Chairman and Marcel Noordeloos, CFO.

Our Audit Committee Report is included on pages 20 to 21 of this Annual Report. Our Remuneration Committee Report is included on page 22 of this Annual Report.

This report was authorised for issue by the Board on 29 June 2023.

Ronny Breivik

(Interim) Executive Chairman, B90 Holdings plc

29 June 2023

General and Composition of the Audit Committee

The Audit Committee is a sub-committee of the Board. The Audit Committee chairman reports formally to the Board on all matters within the Committee's duties and responsibilities and on how the Audit Committee discharges its responsibilities.

The Audit Committee consists of two members, Martin Fleisje (Chairman) and Mark Rosman.

The biographies of the Audit Committee members are on pages 16-17 under principle six, as well as on the Company's website at www.b90holdings.com/corporate-info .

The Audit Committee meets at twice a year at appropriate times in the reporting and audit cycle and otherwise as required. The Audit Committee also meets regularly with the Company's external auditors.

Purpose and Responsibilities of Audit Committee

The purpose of the Audit Committee is to assist the Board to carry out the following functions more efficiently and fully:

● Oversight of the integrity of the Group's formal reports, statements and announcements relating to the Group's financial performance; and

● Reviewing compliance with internal guidelines, policies and procedures and other prescribed internal standards of behaviour.

To achieve such purposes, the Audit Committee has been assigned with the following responsibilities:

● Reviewing the half-year and full-year financial statements with management and with the external auditors as necessary prior to their approval by the Board;

● Reviewing financial results announcements of the Group and any other formal announcements relating to the Group's financial performance and recommending them to the Board for approval;

● Reviewing recommendations from the CFO and the external auditors on the key financial and accounting principles to be adopted by the Group in the preparation of the financial statements;

● Reviewing the Group's systems for internal financial control;

● Considering and making recommendations to the Board, to put to shareholders for approval at the AGM, the appointment, re-appointment and removal of the Company's external auditors and oversee the relationship with the external auditors;

● Reviewing and approving the external audit plan and regularly monitoring the progress of implementation of the plan;

● Determining and monitoring the effectiveness and independence of the external auditors.

Main Activities in 2022 and 2023

On 20 June 2022 the Audit Committee reviewed the financial statements for year-end 31 December 2021.

On 22 September 2022 the Audit Committee reviewed the financial results of the Company for the six months ended 30 June 2022. The audit committee had the 2022 audit planning meeting with our external auditors on 23 May 2023 and a completion audit committee call was held on 27 June 2023. On 29 June 2023 the Audit Committee reviewed the financial statements for year-end 31 December 2022.

External Auditors

The external auditors of the Company are CLA Evelyn Partners Limited ("EP"). The appointment of EP as auditors by the Audit Committee was based on their performance during past years. The Audit Committee review of the external auditors confirmed the appropriateness of their reappointment and included assessment of their independence, qualification, expertise and resources, and effectiveness of their audit process.

Both the Board and the external auditors have safeguards in place to avoid the possibility that the auditors' objectivity and independence could be compromised. The services provided by the external auditors include the Audit-related services. In recognition of public concern over the effect of consulting services on auditors' independence, the external auditors are not invited to general consulting work which can affect their independence as external auditors.

The total remuneration of the external auditors for 2022 and for 2021 was as listed in the table below:

The Audit Committee remains mindful of the attitude investors have to the auditors performing non-audit services. The Committee has clear policies relating to the auditors undertaking non-audit work and monitors the appointment of the auditors for any non-audit work, with a view to ensuring that non-audit work does not compromise the Company's auditor's objectiveness and independence.

Through the discussions with the auditors and review of the scoped work no matters were identified over the independence of the external auditors.

Financial Reporting

The Group's trading performance is monitored on an ongoing basis. An annual budget is prepared, and specific objectives and targets are set. The budget is reviewed and approved by the Board. The key trading aspects of the business are monitored daily and internal management and financial accounts are prepared monthly. The results are compared to budget and prior year performance.

The Audit Committee has taken and will continue to take further steps to ensure the Group's control environment is working effectively and efficiently.

--------------------------------

Martin Fleisje

Chairman of the Audit Committee

General

The Remuneration Committee is responsible for determining and recommending to the Board the framework for the remuneration of the Board chairman, executive directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards.

The Remuneration Committee consists of two members, Mark Rosman (Chairman) and Martin Fleisje. The Remuneration Committee meets at least once a year and otherwise as required.

Key elements in Remuneration

As an AIM-quoted company, the Company is not required to comply with the remuneration reporting requirements applicable to fully listed companies in the UK. However, set out below are certain disclosures relating to directors' remuneration:

● The remuneration of executive directors and certain other senior executives is set by comparison to market rates at levels aimed to attract, retain and motivate the best staff, recognising that they are key to the ongoing success of the business.

● The remuneration of non-executive directors is a matter for the Chairman and the executive directors to determine.

● No Director is involved in any decision as to his or her own remuneration.

● The remuneration of senior management includes equity-based payments (stock options) vested over time to retain their employment.

Responsibilities of the Remuneration Committee

The responsibilities of the Remuneration Committee include the below and other responsibilities as set forth in the Charter of the Committee:

● Setting the remuneration policy for all executive directors;

● Recommending and monitoring the level and structure of remuneration for senior management personnel;

● Reviewing the design of all share incentive plans for approval by the Board and shareholders.

Share option scheme

On 17 May 2016, the Company adopted a "long term incentive senior management and Directors' stock option plan" ("the Plan"). Options granted under the Plan will entitle the participant to acquire Ordinary Shares at a price determined in accordance with the rules of the Plan.

The Directors' interests in the Company's share options for the year ended 31 December 2022 are shown on page 10. Share options granted as per 31 December 2022 are shown in Note 18 on page 48.

The Committee remains committed to a fair and responsible approach to executive pay whilst ensuring it remains in line with best practice and appropriately incentivises executive directors over the longer term to deliver the Group's strategy. An overview of Directors remuneration is shown in Note 5 on page 40.

---------------------------------Mark Rosman, Chairman of the Remuneration Committee

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF B90 HOLDINGS PLC

Opinion

We have audited the financial statements of B90 Holdings plc (the 'group') for the year ended 31 December 2022 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows and the notes to the consolidated financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion, the financial statements:

· give a true and fair view of the state of the group's affairs as at 31 December 2022 and of the group's loss for the year then ended; and

· have been properly prepared in accordance with IFRSs as adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our approach to the audit

Of the Group's 16 (2021: 16) reporting components, we subjected 6 (2021: 5) to audits for group reporting purposes where the extent of our audit work was based on our assessment of the risk of material misstatement and of the materiality of the Group.

For the remaining 10 components, we performed analysis at a group level to re-examine our assessment that there were no significant risks of material misstatement within these.

The components within the scope of our work covered 100% of group revenue, 98% of group loss before tax, and 100% of group assets.

All audit work relevant to this opinion has been performed by the Group audit team in the UK.

Emphasis of matter related to impairment of other intangible assets

We draw attention to note 10 in the financial statements, which explains, for Quasar Holdings Ltd (Bet90.com) and Spinbookie assets, the revenue growth included as part of the annual impairment review is reliant on revenue increases in excess of 146% in year 1 and 16% for years 2-5. The ultimate outcome of this matter is not certain, and the financial statements do not reflect any impairment that might be required against the Spinbookie assets, or further impairment on Quasar Holdings Ltd should the revenue growth rates not be achieved.

Our opinion is not modified in respect of this matter.

Key audit matters

In addition to the matter described in the Material uncertainty related to going concern and Emphasis of matter sections, we have determined the matters described below to be the key audit matters being those that were of most significance in the audit of the financial statements of the current period. Key audit matters include the most significant assessed risks of material misstatement, including those risks that had the greatest effect on our overall audit strategy, the allocation of resources in the audit and the direction of the efforts of the audit team.

In addressing these matters, we have performed the procedures below which were designed to address the matters in the context of the financial statements as a whole, and in forming our opinion thereon. Consequently, we do not provide a separate opinion on these individual matters.

Materiality

The materiality for the group financial statements as a whole ("group FS materiality") was set at €148,100 (2021: €128,000). This has been determined with reference to the benchmark of the group's net assets, which we consider to be one of the principal considerations for members of the Group in assessing the performance of the group. Group FS materiality represents 5% (2021: 3.5%) of the group's net assets as presented on the face of the Consolidated Statement of Financial Position. We have determined net assets to be appropriate in the current year given Group is still investing in developing its revenues and profitability. The group FS materiality was set at a higher percentage compared to prior year after reflecting on other possible parameters that might be used as well as the primary parameter described in the forgoing. The materiality value determined is in line with that used within the prior period

Performance materiality for the group financial statements was set at €103,670 (2021: €102,560). being 70% (2021: 80%) of group FS materiality, for purposes of assessing the risks of material misstatement and determining the nature, timing and extent of further audit procedures. We have set it at this amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds group FS materiality. We judged this level to be appropriate based on our understanding of the group and its financial statements, as updated by our risk assessment procedures and our expectation regarding current period misstatements including considering experience from previous audits. It was set at 70% to reflect our judgement on the risk of misstatements in the current period in the context of areas of judgement and estimation in the financial statements.

Material uncertainty related to going concern

We draw attention to note 1 in the financial statements, which indicates that the Group has made a net loss for the year of €4.3m, had net current liabilities of €2.7m as at 31 December 2022, negative cash flow from operations of €2.3 million for the year ended 31 December 2022 and is projected to make losses for the 6-month period ending 30 June 2023.

Notwithstanding that, the Group having raised additional funds in equity since the 2022 year-end, amounting to €3.9 million (or £3.3 million), of which €2 million is yet to be received, it remains reliant, inter alia, on being able to manage its cash resources carefully and trading being in line with management's expectations. Should trading not be in line with management's expectations going forward or there is a delay to the receipt of the agreed funding, the Group's ability to meet its liabilities may be impacted, in which case the Group may need to raise further funding. In such circumstance that this is needed and whilst the directors are confident of being able to raise such funding if required, there is no certainty that such funding will be available and/or the terms of such funding.

These conditions represent a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Notwithstanding the above, in auditing the financial statements we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the group's ability to continue to adopt the going concern basis of accounting included:

· We challenged and reviewed management's sensitivity analysis in their forecasts, made up to December 2024, looking at cash generation and key assumptions such as revenue generation from major sporting events. Where appropriate we used third party data to review and, where necessary, challenge their inputs;

· We reviewed and challenged the disclosures in the Annual Report and Accounts surrounding Going Concern;

· We compared the forecast results to those actually achieved in the 2023 financial period so far;

· We reviewed bank statements to monitor the cash position of the group post year end, and obtained an understanding of significant expected cash outflows (such as marketing expenditure) in the forthcoming 12-month period; and

· We considered the group's funding position and requirements.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the Annual Report and Accounts, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the Annual Report and Accounts. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 11, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's 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 to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

We obtained a general understanding of the Group's legal and regulatory framework through inquiry of management concerning:

- their understanding of relevant laws and regulations;

- the entity's policies and procedures regarding compliance; and

- how they identify, evaluate and account for litigation claims. 

We also drew on our existing understanding of the Group's industry and regulation. We understand that the Group complies with the framework through:

- Maintaining an active licence through the Curacao Gaming Authority ("CGA") by maintaining records subject to random audits from the CGA.

In the context of the audit, we considered those laws and regulations:

- which determine the form and content of the financial statements;

- which are central to the Group's ability to conduct its business; and

- where failure to comply could result in material penalties.

We identified the following laws and regulations as being of significance in the context of the Group:

- Curacao gambling laws; and

- IFRS in respect of the preparation and presentation of the financial statements.

We evaluated potential non-compliance with these laws and regulations by:

- Reviewing current Curacao gaming service licence; and

- Reviewing board minutes for evidence of non-compliance.

The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the group's financial statements to material misstatement, including how fraud might occur. The areas identified in this discussion were:

- Manipulation of the financial statements, especially early recognition of revenue, via fraudulent journal entries and possible management bias in relation to the key assumptions which drive the recoverable values of the Oddsen.nu, Quasar Holdings ltd (Bet90) and Spinbookie.com CGUs.

The procedures we carried out to gain evidence in the above areas included:

- Substantive work on revenue recognition and the carrying value of Goodwill with indefinite useful lives and Other intangible assets (see above KAMs); and

- Testing journal entries, focusing particularly on postings to unexpected or unusual accounts including unexpected entries.

A further description of our responsibilities is available on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities.  This description forms part of our auditor's report.

Use of our report

This report is made solely to the Group's members, as a body, in accordance with our engagement letter dated 15 June 2021. Our audit work has been undertaken so that we might state to the Group's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Group and the Group's members as a body, for our audit work, for this report, or for the opinions we have formed.

Andrew Bond 45 Gresham Street

Senior Statutory Auditor, for and on behalf of London

CLA Evelyn Partners Limited EC2V 7BG

Statutory Auditor

Chartered Accountants 29 June 2023

The Notes on pages 33 to 56 form part of these financial statements

Approved by the board on 29 June 2023 and signed on its behalf by:

Ronny Breivik

(Interim) Executive Chairman

The Notes on pages 33 to 56 form part of these financial statements

* the other reserves include (1) Reserves relating to reverse asset acquisition from prior periods & (2) Contingent earn-out shares issuable in relation to the Spinbookie acquisition. The balances as per 31 December 2021 has been reclassified.

The Notes on pages 33 to 56 form part of these financial statements

The Notes on pages 33 to 56 form part of these financial statements

Notes to the Consolidated Financial Statements

Note 1: General Information

Company descriptions and activities

B90 Holdings plc (the "Company") and its subsidiaries (together the "Group") was founded in 2012 in the Isle of Man (Company number 9029V). In July 2013, the Company listed on the AIM market of the London Stock Exchange and completed a reverse merger in June 2016.

The Group is focused on the operation of its own online Sportsbook and Casino product (via Spinbookie.com and Bet90.com) as well as marketing activities for other online gaming companies (using oddsen.nu and tippen4you.com).

Significant accounting policies

The principal accounting policies as adopted by the Group in the preparation of its consolidated financial statements for the year ended 31 December 2022 are set out below. The accounting policies have been consistently applied, unless otherwise stated.

Basis of preparation

The Consolidated Financial Statements have been prepared in accordance with International financial reporting standards (''IFRS") as adopted by the European Union. The Consolidated Financial Statements have been prepared under the historical cost convention and on a going concern basis.

Basis of consolidation

The Consolidated Financial Statements incorporate the results of B90 Holdings plc (the "Company") and entities controlled by the Company (its subsidiaries) (collectively the "Group"). Control is achieved where the Company has the power over the investee, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to use its power to affect its returns.

The results of subsidiaries disposed of are included in the consolidated statement of comprehensive income to the effective date of loss of control and those acquired from the date on which control is transferred to the Group.

Going concern

Although the Group has increased revenues by approximately 160% to €2.1 million, the Group still operates at a loss. Whereas the directors believe the acquisitions acquired in 2021 (Oddsen.nu and Spinbookie) will continue to drive increased revenues in the future, the reported net loss amounts to €4.3 million for the year ended 31 December 2022. Although this loss was significantly impacted by an impairment charge and increased amortization of intangible assets, the Group had a negative cash flow from operations of €2.3 million for the year ended 31 December 2022. Furthermore, the Group expects to report a loss for the six months ending 30 June 2023.

As per 31 December 2022, the Group shows total current liabilities of €3.2 million and a negative working capital position of €2.7 million. Whilst the Directors believe that its revised strategy will show a significant increase in revenues, the Group continues to operate at a loss, although management expects the Group to become cash flow positive during the second half of 2023, executing on its revised strategic plan to grow the Group's operations and revenues in the various verticals in a targeted manner.

Furthermore, as a result of a recent fundraise, which is announced on 30 June 2023, amounting to €2 million, the Group has improved its financial position at the time of release of this report, with a total of €3.9 million (or £3.3 million) raised during 2023 to date.  

Should trading not be in line with management's expectations going forward, the Group's ability to meet its liabilities may be impacted, in which case the Group may need to raise further funding. In such circumstance that this is needed and whilst the directors are confident of being able to raise such funding if required, there is no certainty that such funding will be available and/or the terms of such funding. These conditions are necessarily considered to represent a significant uncertainty which may cast doubt over the Group's ability to continue as a going concern.

Whilst acknowledging this uncertainty, the Directors remain confident that the recent fundraise will allow the Group to expand its operations and generate a positive operational cash flow within a reasonable time or, if needed, be able to raise additional funding when required, therefore the Directors consider it appropriate to prepare the financial statements on a going concern basis. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

Note 2: Critical accounting policies, estimates and judgements

The preparation of the Consolidated Financial Statements requires the Directors to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

Key areas of estimation uncertainty

Impairment of Goodwill and other intangible fixed assets

Determining whether goodwill and other intangible fixed assets with a definite or indefinite useful life are impaired requires an estimation of the value-in-use of the cash-generating units. Goodwill was recorded following the acquisition of 51% in Quasar Holdings Ltd in 2017, in the acquisition of the operations of Oddsen.nu in September 2021. The total balance per 31 December 2022 amounts to €2.2 million. The directors have used various estimates, revenue forecasts and expected future cash flows. The recently completed and announced fundraises allow the Group to invest in marketing and the Directors believe this will grow its overall operations to support the carrying value of goodwill. If some of the expectations are not met, impairment of the goodwill balance may be necessary in the future. Further details around the estimates and assumptions used are disclosed in notes 9 and 10.

Other areas of estimation

Convertible Bond Note

The Company issued a £541,000 (in December 2022) unsecured convertible bonds of 10%. Interest will be accrued and convert with the principal amount. The bonds are repayable three years from their issue date, and could be converted, at request of the lender, any day after 31 December 2023 at a 10% discount to the volume weighted average price for the five trading days prior to the conversion notice. The Loan Notes are convertible, at the discretion of the Company, at any time and on the same terms.

The convertible bonds were accounted as a financial liability as required under IFRS 9. The convertible bonds includes conversion at a 10% discount to the market price, and pays a 10% interest. The directors believe these terms are in line with market conditions.

Share-Based Payments

Certain employees (including Directors and senior Executives) of the Company receive remuneration in the form of share-based payment transactions.

The fair value is determined using the Black-Scholes valuation model. The Directors believe this is appropriate considering the effects of the vesting conditions, expected exercise period and the dividend policy of the Company.

Due to limited trading history, the expected volatility has been based on the 5-year historical volatility of a mix of share prices from other companies in the same industry, as well as the overall market volatility.

New Standards, interpretations and amendments adopted by the Group

Several new and amended existing International Financial Reporting Standards and interpretations, issued by the IASB, were effective from 1 January 2022 and have been adopted by the Group during the period with no significant impact on the consolidated results or financial position of the Group.

New Standards that have not been adopted by the group as they were not effective for the year

Several new standards and amendments to existing International Financial Reporting Standards and interpretations, issued by the IASB and adopted, or subject to endorsement, will be effective from 1 January 2023 and 2024 and have not been adopted by the Group during the period. At this stage management are still assessing the full impact on the consolidated results or financial position of the Group. None are expected to have a material impact on the consolidated financial statements in the period of initial application.

Note 3: Significant accounting policies

The principal accounting policies applied in the preparation of these Consolidated Financial Statements are set out below. The policies have been consistently applied to all years presented, unless otherwise stated.

Revenue

Revenue from contracts with customers is recognised when the control over the services is transferred to the customer. The transaction price is the amount of the consideration that is expected to be received based on the contract terms.

In determining the amount of revenue from contracts with customers, the Group evaluates whether it is a principal or an agent in the arrangement. The Group is principal when the Group controls the promised services before transferring them to the customer. In these circumstances, the Group recognises revenue for the gross amount of the consideration. When the Group is an agent, it recognises revenue for the net amount of the consideration, after deducting the amount due to the principal. The Group does not record revenue when there is uncertainty around the collection of the receivable.

Sportsbook and casino revenue

Revenue is recognised provided that it is probable that economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is recognised in the accounting periods in which the transactions occurred and after adding the fees and charges applied to customer accounts, and is measured at the fair value of the consideration received or receivable.

Revenue from these activities comprises:

Sportsbook

Sport online gaming revenue comprises bets placed less pay-outs to customers, adjusted for the fair value of open betting positions, adjusted for the fair value of certain promotional bonuses granted to customers.

Casino games

Casino, Bingo and other online gaming revenue is represented by the difference between the amounts of bets placed by customers less amounts won, adjusted for the fair value of certain promotional bonuses granted to customers.

The Company acts as the principal in sportsbook and casino operations.

Marketing commission revenue

In its operations which generate marketing commissions, the Group acts as the agent. Revenue from marketing contracts with customers is recognised when players are losing their funds on the operators' platforms on which the Company is basing the amounts to be invoiced. In some cases, customers agree to pay a fixed fee per acquired player. All fees and commissions are invoiced on a monthly basis. The transaction price is the commission amount of the consideration that is expected to be received based on the contract terms. The performance obligation of a revenue contract is satisfied at the point a player's losses are incurred. Operators typically pay a month in arrears. This gives rise to contract assets on a short term basis.

Administrative expenses

Administrative expenses consist primarily of staff costs (including contractors), corporate professional expenses, and depreciation and amortisation. All expenses are recognised on an accruals' basis.

Foreign currencies

The Group's functional and presentation currency is EURO. Transactions in foreign currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each statement of financial position date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the statement of financial position date. Any gains or losses arising on translation are taken to the profit and loss.

Taxation

Current tax

Current tax for each taxable entity in the Group is based on the local taxable income at the local statutory tax rate enacted or substantively enacted at the statement of financial position date and includes adjustments to tax payable or recoverable in respect of previous periods.

Deferred tax

Deferred taxation is calculated using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Consolidated Financial Statements. However, if the deferred tax arises from the 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, it is not accounted for. Deferred tax is determined using tax rates and laws that have been enacted (or substantively enacted) by the date of the statement of financial position and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax liabilities are provided in full.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the profit and loss, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited directly to equity.

Intangible fixed assets

Acquired intangible assets

Intangible assets acquired separately consist of domain names and customer lists and are capitalised at cost. Those acquired as part of a business combination are recognised separately from goodwill if the fair value can be measured reliably. These intangible assets are amortised over the useful life of the assets, which is mentioned at the table below.

The cost of intangible assets acquired in a business combination is the fair value at acquisition date. The valuation methodology used for each type of identifiable asset category is detailed below:

Goodwill

Goodwill represents the excess of the fair value of the consideration in a business combination over the Group's interest in the fair value of the identifiable assets, liabilities and contingent liabilities acquired. Consideration comprises the fair value of any assets transferred, liabilities assumed and equity instruments issued.

Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the profit and loss and not subsequently reversed. Where the fair values of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the profit and loss on the acquisition. Changes in the fair value of the contingent consideration are charged or credited to the profit and loss. In addition, the direct costs of acquisition are charged immediately to the profit and loss.

Goodwill is not amortised as the Group assumes an indefinite useful life.

Non-controlling interests

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder's share of changes in equity since the date of the combination except where any non-controlling interests have been acquired by the Group. Any share of gains or losses are transferred to the Group's retained earnings. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Accounting for acquisition of non-controlling interests

When the Group acquires a minority interest of an entity over which the Group already has control, the excess consideration over the fair value of the minority interest is taken to equity reserves.

Impairment of non-financial assets

Impairment tests on goodwill are undertaken annually and where applicable an impairment loss is recognised immediately in the profit and loss. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (being the higher of value in use and fair value less costs to sell), the asset is written down accordingly through the profit and loss.

Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset's cash generating unit (i.e. the smallest group of assets to which the asset belongs for which there are separately identifiable and largely independent cash inflows).

Equity

Equity comprises the following:

• "Share capital" represents amounts subscribed for shares at nominal value. Nominal value per share is nil.

• "Additional paid in capital" represents amounts subscribed for share capital in excess of nominal value.

• The "Reverse asset acquisition reserve" represents the difference in carrying value between the Additional paid in capital of B90 Holdings plc and the Share capital of Sheltyco on the acquisition date (June 2016).

• The "Equity portion of the convertible loan note" represents the difference between the fair value of the entire instrument and the fair value of the liability component at initial recognition.

• "Retained earnings" represents the accumulated profits and losses attributable to equity shareholders. This also includes issued and vested warrants and options.

Business combinations

For business combinations, the Group estimates the fair value of the consideration transferred, which can include assumptions about the future business performance of the business acquired and an appropriate discount rate to determine the fair value of any contingent consideration. Judgement is also applied in determining whether any future payments should be classified as contingent consideration or as remuneration for future services.

The Group then estimates the fair value of assets acquired and liabilities assumed in the business combination, including any separately identifiable intangible assets. These estimates also require inputs and assumptions including future earnings, customer attrition rates and discount rates. The Group engages external experts to support the valuation process, where appropriate. IFRS 3 'Business Combinations' allows the Group to recognise provisional fair values if the initial accounting for the business combination is incomplete. Judgement is applied as to whether changes should be applied at the acquisition date or as post-acquisition changes.

The fair value of contingent consideration recognised in business combinations is reassessed at each reporting date, using updated inputs and assumptions based on the latest financial forecasts for the relevant business. Fair value movements and the unwinding of the discounting is recognised within operating expense.

Financial instruments

Trade and other receivables

Trade receivables are held in order to collect the contractual cash flows and are initially measured at the transaction price as defined in IFRS 15. The Group has applied IFRS 9's simplified approach and has calculated the ECLs based on lifetime of expected credit losses. As the contracts of the Group do not contain significant financing components. Impairment losses are recognised based on lifetime expected credit losses in profit or loss.

Other receivables are held in order to collect the contractual cash flows and accordingly are measured at initial recognition at fair value, which ordinarily equates to cost and are subsequently measured at cost less impairment due to their short term nature. A provision for impairment is established based on 12-month expected credit losses unless there has been a significant increase in credit risk when lifetime expected credit losses are recognised. The amount of any provision is recognised in profit or loss.

Cash and cash equivalents, and finance income

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months (These include Player wallets). Finance income is recognised on bank balances as and when it is receivable.

Trade payables

Trade payables, including customer balances, are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Financial liabilities

Financial liabilities are classified as financial liabilities measured at amortised cost. The Group determines the classification of its financial liabilities at initial recognition. The measurement of financial liabilities is initially recognised at fair value and subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement. Gains and losses arising on the repurchase, settlement or cancellation of liabilities are recognised respectively in interest and other revenues and finance costs.

Borrowings and finance costs

Borrowings are initially recognised at fair value net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the profit and loss over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the date of the Statement of Financial Position.

Convertible Bond Note

The proceeds received on issue of the Group's convertible bond note are recorded as a long-term liability. Any accrued and unpaid interest is added to the principal amount.

Warrants

When warrants are issued, the fair value is determined using the Black-Scholes valuation model. The Directors believe this is appropriate considering the effects of the vesting conditions, expected exercise period and the dividend policy of the Company.

Due to limited trading history, the expected volatility has been based on the 5-year historical volatility of a mix of share prices from other companies in the same industry, as well as the overall market volatility.

The value of the issues and vested warrants is included in retained earnings in the equity section.

Note 4: Segment reporting

IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker to allocate resources to the segments and to assess their performance. In accordance with IFRS 8, the chief operating decision maker has been identified as the Board. The Board reviews the Group's internal reporting in order to assess performance and allocate resources. The Board considers that the business comprises of two activities:

1. Operating sportsbook and casino brands

2. Online marketing and promotion of online sportsbook and casino websites, using affiliate agreements

Revenue originates from:

The Board evaluates the operations based on the revenues metric. Revenues consist of invoiced commissions for the marketing and player acquisition services provided, as well as revenues generated from own operations, based in Malta and Curaçao. The Group operates an integrated business model and, therefore, does not allocate general operating expenses, assets and liabilities to any of the originating segments.

Note 5: Key management remuneration

Key management remuneration for each period was as follows:

Directors received severance payments of €129,152 (2021: €nil).

Note 6: Profit for the year

Profit before taxation is stated after charging/(crediting):

Note 7: Taxation

Note 8: Earnings per share (basic and diluted)

The Group has granted share options in respect of equity shares to be issued, the details of which are disclosed in Note 18. Share options and warrants outstanding are anti-dilutive due to the losses incurred in each period.

Note 9: Goodwill

Goodwill

Goodwill arose following:

- the acquisition of 51% in Quasar Holdings Ltd in 2017

- the acquisition of the operations of Oddsen.nu in September 2021

The addition of goodwill in 2021 is related to the Oddsen.nu acquisition. The impairment of goodwill in 2022 is related to the acquisition of Quasar Holdings.

Key assumptions and inputs used

The key assumptions and inputs used for the assessment of the value of the goodwill are disclosed in Note 10, as well as assumptions used for the impairment review.

Note 10: Other intangible assets