Company Registration Number: C 72231
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements
31 December 2024
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
Pages
Directors’ report 1 - 6
Corporate Governance - Statement of Compliance 7 - 9
Statement of financial position 10
Statement of comprehensive income 11
Statement of changes in equity 12
Statement of cash flows 13
Notes to the financial statements 14 - 36
Independent auditor’s report 37 – 43
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
1
Directors’ report
The Board of Directors presents the audited financial statements of Together Gaming Solutions p.l.c. (the
“Company”), registration number C 72231, for the year ended 31 December 2024. The Company is a
subsidiary of Gameday Group plc and is part of Gameday Group plc (the “Group”). Gameday Group plc
was acquired by Cherry with Friends AB on 12 January 2024, and the ultimate parent company of the Group
and the Company is now Cherry with Friends AB (the “Ultimate Group”).
The Company has its head office and registered address at Mezzanine Office, The George Hotel, Triq Ball,
Paceville, St Julians STJ 3123, Malta.
Principal activities
The Company serves as the B2B service provider within the Group, owning the Group's primary intellectual
property asset, the 'Enji' iGaming platform (‘Enji’ formerly 'Aleacc'). This platform is offered to clients under
a Malta Gaming Authority B2B licence. The Company provides the platform as a turnkey solution to licensed
operators, including the Group's B2C iGaming operators, and can extend this service to third-party iGaming
operators through comprehensive white-label solutions for launching and operating online casino and
sportsbook websites.
In 2022, following the sale of the Bethard Brand, which encompassed the Bethard, Fastbet, and Betive
domains, the Company had planned to allocate part of the proceeds towards marketing to expand its B2B
services to third-party iGaming operators. However, due to limited investment opportunities in the B2B
sector, primarily due to evolving regulations, these plans were subsequently reassessed by management.
Early in 2023, the Group seized the opportunity to re-purchase the Bethard Brand at a substantially lower
price than it had originally sold this brand. Given this opportunity as well as the lack of investment
opportunities in the B2B space, management saw this as a suitable alternative to accelerate growth within
the Company and the Group, whilst still retaining significant liquidity for investment in B2B opportunities
arising in the future once the regulatory environment stabilised.
This re-acquisition, completed in the first quarter of 2023, not only enhanced the Company's turnkey
solutions for the Group's B2C operations but also made possible discussions for potential merger
opportunities, leading to strategic discussions with Cherry with Friends AB, a prominent Swedish company
specializing in land-based gaming across various venues in Sweden.
The merger with Cherry with Friends AB was finalised during January 2024, aiming to leverage synergies
and drive growth in the B2C online gaming sector. This merger combined the Group's iGaming expertise
with Cherry with Friends AB's extensive land-based gaming resources, enabling the launch of additional
iGaming websites through new Ultimate Group entities. These new Ultimate Group ventures have led to
substantial growth in the Company’s and the Group’s revenues during the year under review.
Review of the business
During the year, the Company continued to operate as the B2B service provider arm of the Group. The
Company generated revenue primarily from turnkey services and white-label services.
Gross revenue for the year amounted to €5,142,108 (2023: €3,246,614). Revenue net of directly attributable
costs for the year amounted to €3,935,870 (2023: €1,839,098), reflecting a significant year-on-year
increase of 114%. This growth was driven by an increase in turnkey service revenue, to €3,238,710 (2023:
€1,164,894), as well as a modest rise in white-label service revenue to €697,160 (2023: €674,204). The
overall revenue increase is attributed to the Group's strategic initiatives, including the re-acquisition of the
Bethard Brand in the first quarter of 2023 and the merger with Cherry with Friends AB, resulting in the
launch of new online business ventures within the Group.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
2
Directors’ report - continued
Review of the business - continued
The Company’s cost of sales decreased to €646,209 (2023: €996,348), primarily due to optimised platform-
related costs and operational efficiencies. The gross profit for the year increased significantly to €3,289,661
(2023: €842,750).
Administrative expenses amounted to €3,247,767 (2023: €3,552,011). The primary components of
administrative expenses included depreciation and amortisation amounting to €2,758,057 (2023:
€2,662,649) and employee benefit expenses (including directors’ fees) amounting to €135,111 (2023:
€274,930).
Finance costs amounted to €394,225 (2023: €740,464), driven primarily by the annual 5.9% interest on the
bonds issued by the Company during 2019, net of interest income. The decrease in finance costs compared
to 2023 was achieved due to strategic liquidity management, including interest income from investments in
Treasury Bills and loans provided to the immediate parent and the ultimate parent.
The Company reported a loss for the year amounting to €348,823 (2023: loss of €2,999,178), including
amortisation charge amounting to €2,704,117 (2023: €2,606,212), reflecting significant improvement to the
prior year.
Financial Position
The Company’s financial position is set out in the statement of financial position on page 10.
As of 31 December 2024, the Company’s total assets amounted to €23,950,426 (2023: €24,388,357). The
Company’s main asset remains the Enji technology platform, which had a net book value of €5,311,722
(2023: €7,565,357). The loan to the immediate parent company, amounting to €1,800,000 (2023:
€1,800,000) was provided to enable Gameday Group plc to partially finance the repurchase of the Bethard
Brand. Furthermore, the Company extended a €5,000,000 loan to the ultimate parent, Cherry with Friends
AB during March 2024, which loan bears an annual fixed interest rate of 6%.
Trade and other receivables amounted to €6,699,367 (2023: €5,152,156), which include €5,551,802 (2023:
€4,866,117) related party receivables. Also included in these trade and other receivables is a balance
receivable related to the disposal of the Bethard Brand during 2021 by Gameday Group plc, and the Group's
acquisition of Prozone Limited during February 2023. This balance amounted to €3,755,714 (2023:
€3,763,160), net of loss allowance.
Following the payment of bond interest relating to the 2019 bonds of €872,067 (2023: €870,964), cash and
cash equivalents amounted to €5,018,602 (2023: €9,720,543). The decrease in cash and cash equivalents
was due to cash outflows from investment activities amounting to €5,126,854 (2023: €2,863,047), cash
outflows from financing activities amounting to €1,194,788 (2023: €995,320) and operational cash inflows
amounting to €1,619,701 (2023: outflows of €1,529,786).
The Company’s main liability was €14,762,100 (2023: €14,762,100) 2019 bonds, trade and other payables
amounting to €806,375 (2023: €863,032) and lease liabilities amounting to €135,071 (2023: €187,481).
During the year, the Company’s share capital remained constant at €20,580,000. The Company’s current
asset ratio stood at 13.50 (2023: 16.15), and hence, its liquidity position remains sufficient for the Company
to continue to honour its liabilities when they fall due for the foreseeable future.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
3
Directors’ report - continued
Results and dividends
The financial results are set out in the statement of comprehensive income on page 11. During the year,
the directors did not declare any dividends (2023: Nil).
Principal risks and uncertainties faced by the Company
Exposure to the Online Gambling Industry
The Company’s main objective is to operate software and iGaming platforms and to provide related services
to software and iGaming companies. The Company does not conduct any online gambling operations;
however, it is dependent on the online gambling industry, which includes its primary client and the rest of
its customers. The entire revenue stream of the Company is concentrated within the iGaming sector and is
subject to this concentration risk and the performance risk of this sector.
Changing laws and regulations
The laws and regulations surrounding the online gambling industry are complex, constantly evolving and in
some cases, also subject to uncertainty and restrictions. Laws and gaming regulations are constantly being
introduced in various European and other countries thus prohibiting or restricting operations within these
jurisdictions. Future changes to laws and regulations could have a material adverse effect on the Group’s
business, financial position, and the results of its operations. The Company expects further jurisdictions to
regulate their gaming industry with the consequence of similar impacts on revenues.
Intellectual property rights
The Group also faces the risk that the use and exploitation of its intellectual property rights, including rights
relating to its software, may infringe the intellectual property rights of a third party. The expenses to be
incurred in bringing or defending possible infringement actions may be substantial, regardless of the merits
of the claim, and an unsuccessful outcome for the Company may result in licence damages being payable
and/or the Company being required to cease using any infringing intellectual property or embodiments of
any such intellectual property.
In addition to the above, the directors also consider the following risks as being relevant to the Company:
• Global economic uncertainties consequent to the ongoing armed conflict between Russia and
Ukraine, Israel and Palestine and the rising inflation across the globe;
• Consolidation of Gambling regulation across Europe and beyond;
• Compliance and regulatory risk, being the risk relating to regulation that could result in restrictions
in its customers' operations and risks associated with unregulated markets;
• Credit risk, being the risk, that customers do not pay for services rendered;
• Impairment risk of intangible assets, become impaired due to the impact of several potential
unwarranted events and economic circumstances;
• Technological and systems developments; and
• Dependence on key individuals having technical expertise of iGaming software development and
its associated technology.
The aforementioned risks are not an exhaustive list of potential risks and uncertainties faced by the
Company. If any of the risks do occur, the Company’s business operations, financial position, and operating
results may be adversely impacted.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
4
Directors’ report - continued
Going concern assessment
Management has updated the profitability and liquidity projections for the Company for the period 2025 to
2026, adopting a prudent approach with conservative assumptions. These projections allow for the
enhanced product offerings resulting from the acquisition of the Bethard brand during 2023, which was
expected to contribute positively to the Company’s revenue. Additionally, the projections consider the
benefits from the Group's investments in its B2C activities following the 2024 merger with Cherry with
Friends AB, leading to increased turnkey platform revenues for the Company from these new B2C
operations. The expected revenue growth is primarily driven by increased platform utilisation. A decline in
B2B revenues from white-label activities is anticipated. The latter are projected to represent a minimal
portion of the Company's total revenues during 2025 and 2026, therefore not significantly impacting overall
financial performance.
Management acknowledges that the intra-group loans extended to the immediate and ultimate parent
companies for investments in the Group's B2C ventures may indirectly impact short-term cash liquidity.
However, management remains confident in the Company's ability to maintain sufficient liquidity to meet its
obligations over the next twelve months. The successful refinancing of the 5.9% 2024-2026 bonds with the
new 6.25% bonds maturing in 2030-2032 has further strengthened the Company's long-term financial
stability.
Management has conducted a comprehensive going concern assessment based on the revised financial
projections, considering the re-financing of the 5.9% 2026 bonds and the potential macroeconomic
uncertainties, including evolving gaming regulations and global economic conditions. Whilst considering
these factors, management believe that the Company will maintain a robust liquidity position.
Therefore, both Management and the Board express confidence in the Company's ability to fulfil its
obligations for the next twelve months. The directors, at the time of approving the financial statements have
determined that there is a reasonable expectation the Company will have adequate resources to continue
operating for the foreseeable future and for this reason, the directors have adopted the going concern basis
in preparing the financial statements.
Events after the reporting period and future developments
Subsequent to the reporting period, the Company successfully refinanced a substantial portion of its
existing 5.9% bonds maturing in 2024-2026. Bondholders holding €10,846,000 of these bonds opted to roll
over their investments into new bonds bearing interest at 6.25% and maturing in 2030-2032. Additionally,
these bondholders contributed a top-up investment amounting to €1,654,000. The new bonds were officially
listed on the Malta Stock Exchange on 11 February 2025. This strategic refinancing initiative has
significantly enhanced the Company's long-term financial stability.
The interest accrued on the existing 5.9% 2026 bonds that were refinanced, covering the period from 22
July 2024 to 9 February 2025, was settled on 24 February 2025. The first interest payment on the new
€12.5 million 6.25% 2032 bonds is scheduled for 11 February 2026, covering the period from 31 January
2025 to 11 February 2026 and on 11 February for annual interest payments every year thereafter.
Subsequent to the reporting date, on 28 March 2025, the Company completed a buyback of €960,500 of
its original 5.9% 2026 bonds. The buyback was carried out at a premium and reflects the Company’s
proactive approach to managing its debt profile by reducing both future repayment obligations and
associated interest costs. Following this transaction, the Company intends to repay the outstanding
€2,955,600, along with the accrued 5.9% interest, on the next scheduled interest payment date, 22 July
2025.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
5
Directors’ report - continued
Directors
The directors of the Company who held office during the year were:
Mr. Erik Johan Sebastian Skarp
Mr. Frank Michael Heinanen
Mr. Edward Licari
Mr. Kari Pisani
Mr. Michael Warrington
Mr. David Bonnet – resigned on 5 February 2024
Mr. Andrew Zarb Mizzi – appointed on 5 February 2024
Mr. Jonas Amnesten – appointed on 5 February 2024
Mr. Edward Licari also held the office of Company Secretary during the year.
The Board meets on a regular basis to discuss performance, position and other matters. The Company’s
Articles of Association require each director to retire from office at least once every three years, with retiring
directors eligible for re-election.
Statement of directors’ responsibilities for the financial statements
The directors are required by the Maltese Companies Act (Cap. 386) to prepare financial statements which
give a true and fair view of the state of affairs of the Company as at the end of each reporting period and
of the profit or loss for that period.
In preparing the financial statements, the directors are responsible for:
• Ensuring that the financial statements have been drawn up in accordance with International
Financial Reporting Standards (IFRS Accounting Standards) as adopted by the EU;
• selecting and applying appropriate accounting policies;
• making accounting estimates and judgements that are reasonable in the circumstances; and
• ensuring that the financial statements are prepared on the going concern basis unless it is
inappropriate to presume that the Company will continue in business as a going concern.
The directors are also responsible for designing, implementing and maintaining internal control relevant to
the preparation and the fair presentation of the financial statements that are free from material
misstatement, whether due to fraud or error, and that comply with the Maltese Companies Act (Cap. 386).
They are also responsible for safeguarding the assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
The financial statements of the Company for the year ended 31 December 2024 are included in the Annual
Report 2024, which is made available on the Company’s website. The directors are responsible for the
maintenance and integrity of the Annual Report on the website in view of their responsibility for the controls
over, and the security of, the website. Access to information published on the Company’s website is
available in other countries and jurisdictions, where legislation governing the preparation and dissemination
of financial statements may differ from requirements or practice in Malta.
Auditor
RSM Malta, Registered Auditors, were re-appointed as auditor of the Company in 2024.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
6
Directors’ report - continued
Disclosure in terms of the Capital Markets Rules
Going concern statement pursuant to Capital Markets Rule 5.62
The Company's revenues will continue to be driven by the gambling activity of online users across its
customers' websites. However, certain risks remain, including the potential impact of evolving gaming
regulations in various jurisdictions, along with ongoing global economic uncertainties arising from
geopolitical conflicts and market volatility. The introduction of new regulatory frameworks, particularly in
previously unregulated markets, could affect revenue streams and operational strategies.
As part of the going concern assessment, Management has carefully re-evaluated the financial performance
for 2024 and updated its projections for 2025 and beyond. The assessment incorporates several key factors,
including the full-year contribution of revenues from the Group’s new B2C operations following the 2024
merger with Cherry with Friends AB, and the expected growth in turnkey platform services provided to
various B2C subsidiaries within the new merged Group. While B2B white-label revenues are forecasted to
decline, they are expected to constitute a minimal portion of total revenues, ensuring that the overall
financial impact remains negligible.
The successful refinancing of the 5.9% 2024-2026 bonds with new 6.25% 2030-2032 bonds has further
strengthened the Company’s long-term financial stability. Management acknowledges that intra-group loans
extended to the parent company for investments in B2C ventures may indirectly impact short-term cash
flows; however, these investments are expected to contribute positively to long-term revenue growth.
Accordingly, Management and the Board nevertheless remain confident that the Company shall meet its
commitments within the next 12 months and consequently, shall continue operating as a going concern.
Pursuant to Capital Markets Rule 5.68
Statement by the directors on the financial statements and other information included in the annual
report
The directors declare that to the best of their knowledge, the financial statements included in the Annual
Report are prepared in accordance with the requirements of International Financial Reporting Standards
(IFRS Accounting Standards) as adopted by the EU and give a true and fair view of the assets, liabilities,
financial position and profit of the Company and that this report includes a fair review of the development
and performance of the business and position of the Company, together with a description of the principal
risks and uncertainties that it faces.
Pursuant to Capital Markets Rule 5.70
Statement by the directors on any material contracts entered into during the period under review
On 13 March 2024, the Company provided a loan of €5,000,000 to Cherry with Friends AB to refinance
existing higher interest debt and mainly to proceed with immediate investments in B2C ventures. This loan
bears a fixed interest rate of 6% per annum, maturing on 30 April 2026.
Signed on behalf of the Company’s Board of Directors on 30 April 2025 by Mr. Erik Johan Sebastian Skarp
(Director and Chairman of the Board) and Mr. Michael Warrington (Director) as per the Directors’
Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report and
Financial Statements.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
7
Corporate Governance - Statement of Compliance
The Capital Markets Rules issued by the Malta Financial Services Authority require listed companies to
observe The Code of Principles of Good Corporate Governance (the “Code”). Although the adoption of the
Code is not obligatory, companies with securities that are listed on a ‘regulated market’ (and are subject to
the Capital Markets Rules) are required to include, among other things, in their Annual Report, a corporate
governance statement and a statement by the directors on the Company’s compliance with the Code of
Principles of Good Corporate Governance, accompanied by a report of the auditors thereon. Companies
that do not have any listed equity securities, including Together Gaming Solutions p.l.c. (the “Company”),
are exempt from certain requirements relating to the contents of this corporate governance statement.
Compliance
The Company’s Board of Directors (the “Board”) believe in the principles espoused by and the adoption of
the Code and the Company has endorsed them to the extent that they are considered complementary to
the size, nature, and operations of the Company. In particular, the Board believes that, due to the
Company’s size, operations and particular circumstances, it is not necessary for the Board to establish the
remuneration, nomination and board performance evaluation committees (and the related supporting
principles and Code Provisions) that are suggested in the Code, and that the function of these can efficiently
be undertaken by the Board itself. However, the Board in any case undertakes, on an annual basis, a review
of the remuneration paid to the directors and carries out an evaluation of their performance. The
shareholders approve the remuneration paid to the directors at the annual general meeting.
The Board
The Board is responsible for devising a strategy, setting policies and the management of the Company. It
is also responsible for reviewing internal control procedures, financial performance and business risks
facing the Company. The Board is also responsible for decisions relating to the redemption of the bond,
and for monitoring that its operations are in conformity with all relevant rules and regulations.
Directors meet regularly, mainly to review the operational and financial performance of the Company, any
significant matters arising, and to review internal control processes. The Board met formally, remotely
seventeen times during the year under review. Seven out of these meetings were attended by the full Board.
Board members are notified of forthcoming meetings by the Company Secretary with the issue of an agenda
and supporting documents, which are circulated in advance of the meeting. All the directors have access
to independent professional advice at the Company’s expense should they so require and frequently make
use of this facility on various issues.
Throughout the year under review, the Board has regularly reviewed management performance. The
Company has in place systems whereby the directors obtain timely information from the Managing Director
and other members of the executive management team, not only at meetings of the Board but at regular
intervals or when the need arises.
The Board is composed of four executive, and three independent non-executive directors, as listed below:
Mr. Frank Michael Heinanen (Managing Director)
Mr. Erik Johan Sebastian Skarp (Chairman and Executive Director)
Mr. Edward Licari (Executive Director)
Mr. Michael Warrington (Independent Non-Executive Director)
Mr. David Bonnet (Independent Non-Executive Director) (resigned on on 5 February 2024)
Mr. Andrew Zarb Mizzi (Independent Non-Executive Director) (appointed on 5 February 2024)
Mr. Kari Pisani (Independent Non-Executive Director)
Mr Jonas Amnesten (Executive Director) (appointed on 5 February 2024)
The Company Secretary of the Company is Mr. Edward Licari.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
8
Corporate Governance - Statement of Compliance - continued
The Board - continued
The Board meets on a regular basis to discuss performance, position and other matters. The Company’s
Articles of Association require each director to retire from office at least once every three years, with retiring
directors eligible for re-election.
Internal controls & risk management in relation to financial reporting
The Board is generally responsible for the Company’s system of internal controls and risk management
system in relation to the financial reporting and for reviewing its effectiveness. The monitoring of these
controls and systems has been delegated to the Audit Committee (as described below). Such a system is
designed to achieve business objectives while managing, rather than eliminating, the risk of failure to
achieve business objectives and can only provide reasonable assurance against material error, losses or
fraud.
Authority to manage the Company is delegated to the Managing Director and the rest of the executive
management within the limits set by the Board. Systems and procedures are in place for the Company to
control, report, monitor and assess risks and their financial implications, and to take timely corrective actions
where necessary. The Group’s finance department carries out the monthly bank, creditors and debtor
reconciliations, performs monthly debtor settlement reports, manages employee payroll, manages and
administers the accounting and finance functions, prepares monthly management accounts and other data
reporting and trend analysis. A policy was put in place during the initial Board meetings held by the Board
that lays down the minimum required reports that should be made available to the Board in order to keep it
informed in a structured and systematic manner on the operational and financial performance of the
Company. Regular financial budgets and strategic plans are prepared, and performance against these
plans is actively monitored and reported to the directors on a regular basis.
The Board and Audit Committee are satisfied with the effectiveness of the Company’s system of internal
controls.
Audit Committee
The Board established an Audit Committee (the “Committee”) in 2019 to assist the Board in fulfilling its
supervisory and monitoring responsibilities. The Committee operates according to detailed terms of
reference established by the Board that reflect the requirements of the Capital Markets Rules as well as
current good corporate governance best practices. These terms of reference establish its composition, role,
responsibilities and function, the parameters of its remit, as well as the basis for the processes that it is
required to comply with. The Committee, which meets at least five times a year, is a sub-committee of the
Board and is directly responsible and accountable to the Board.
The primary purpose of the Committee is to assist the directors in conducting their role effectively so that
the Company’s decision-making capability and the accuracy of its reporting and financial results are
maintained at a high level at all times. Among other responsibilities, the Committee is responsible for
monitoring the financial reporting process and monitoring of the effectiveness of the Company’s internal
quality control and risk management system in relation to the financial reporting of the Company.
The Audit Committee is composed entirely of independent non-executive directors (each of which satisfies
the independence criteria set out in the Capital Markets Rules). In accordance with the Capital Markets
Rules, the members of the Audit Committee who were designated as competent in auditing and/or
accounting were Mr. David Bonnet (resigned on 31 January 2024) and Mr. Michael Warrington. Unless
otherwise decided by the Board from time to time, the Board shall appoint a new Audit Committee Chairman
for each financial year. The board decided to retain Mr. Michael Warrington as Audit Committee Chairman
during 2025.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
9
Corporate Governance - Statement of Compliance - continued
Audit Committee - continued
The Members of the Audit Committee are:
Mr. Michael Warrington (Chairman) - Appointed as Chairman on 1 May 2021
Mr. David Bonnet (Member) - Resigned on 5 February 2024
Mr. Andrew Zarb Mizzi (Member) - Appointed on 5 February 2024
Mr. Kari Pisani (Member)
Relations with bondholders and the market
The Company publishes interim and annual financial statements, and when required, company
announcements. The Board feels these provide the market with adequate information about its activities.
Conflicts of Interest
On joining the Board and regularly thereafter, directors and officers of the Company are informed and
reminded of their obligations on dealing in securities of the Company within the parameters of law and
Capital Markets Rules. The Company has also set reporting procedures in line with the Capital Markets
Rules, Code of Principles, and internal code of dealing.
Signed on behalf of the Company’s Board of Directors on 30 April 2025 by Mr. Michael Warrington (Director,
Chairman of the Audit Committee) and Mr. Erik Johan Sebastian Skarp (Director and Chairman of the
Board) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with
the Annual Report and Financial Statements.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
10
Statement of financial position
Year ended 31 December
2023
Notes
€
ASSETS
Non-current assets
Intangible assets
4
7,565,357
Right-of-use assets
5
169,587
Property, plant and equipment
6
1,636
Loan receivable
7
1,800,000
Deferred tax asset
18
65,618
Total non-current assets
9,602,198
Current assets
Trade and other receivables
8
5,152,156
Cash and cash equivalents
9
9,634,003
Total current assets
14,786,159
Total assets
24,388,357
EQUITY AND LIABILITIES
Capital and reserves
Share capital
10
20,580,000
Accumulated losses
(12,025,309)
Total equity
8,554,691
Non-current liabilities
Borrowings
11
14,723,798
Lease liabilities
5
135,071
Deferred tax liability
18
59,355
Total non-current liabilities
14,918,224
Current liabilities
Trade and other payables
12
863,032
Lease liabilities
5
52,410
Total current liabilities
915,442
Total liabilities
15,833,666
Total equity and liabilities
24,388,357
The notes on pages 14 - 36 are an integral part of these financial statements.
The financial statements on pages 10 to 36 were approved and authorised for issue by the Board of
Directors on 30 April 2025. The financial statements were signed on behalf of the Company’s Board of
Directors by Mr. Erik Johan Sebastian Skarp (Director and Chairman of the Board) and Mr. Michael
Warrington (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in
conjunction with the Annual Report and Financial Statements.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
11
Statement of comprehensive income
Year ended 31 December
2024
2023
Notes
€
€
Revenue
13
3,935,870
1,839,098
Cost of sales
15
(646,209)
(996,348)
Gross profit
3,289,661
842,750
Administrative expenses
15
(3,247,767)
(3,552,011)
Net impairment allowance recovery on financial and
contract assets
2.1b
3,508
41,897
Operating profit/(loss)
45,402
(2,667,364)
Other income
14
-
402,387
Finance costs
17
(394,225)
(740,464)
Loss before tax
(348,823)
(3,005,441)
Income tax credit
18
400
6,263
Loss for the year - Total comprehensive loss
(348,423)
(2,999,178)
The notes on pages 14 - 36 are an integral part of these financial statements.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
12
Statement of changes in equity
Share
Accumulated
capital
losses
Total
€
€
€
Balance at 1 January 2023
20,580,000
(9,026,131)
11,553,869
Comprehensive loss
Loss for the year
-
(2,999,178)
(2,999,178)
Total comprehensive loss
-
(2,999,178)
(2,999,178)
Balance at 31 December 2023
20,580,000
(12,025,309)
8,554,691
Balance at 1 January 2024
20,580,000
(12,025,309)
8,554,691
Comprehensive loss
Loss for the year
-
(348,423)
(348,423)
Total comprehensive loss
-
(348,423)
(348,423)
Balance at 31 December 2024
20,580,000
(12,373,732)
8,206,268
The notes on pages 14 - 36 are an integral part of these financial statements.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
13
Statement of cash flows
Year ended 31 December
Notes
2024
2023
€
€
Cash flows from operating activities
Loss before tax
(348,823)
(3,005,441)
Adjustments for:
Depreciation and amortisation
4,5,6
2,758,057
2,662,649
Finance costs
17
394,225
740,464
Related party waiver
14
-
(402,387)
Net impairment recovery on financial and contract assets
2.1b
(3,508)
(41,897)
2,799,951
(46,612)
Change in operating assets and liabilities:
Movement in trade and other receivables
(1,125,759)
(796,480)
Movement in trade and other payables
(54,491)
(686,694)
Net cash generated from / (used in) operating activities
1,619,701
(1,529,786)
Cash flows from investing activities
Payments for the acquisition of intangible assets
4
(450,482)
(785,375)
Loan to parent company
7
-
(1,800,000)
Loan to ultimate parent company
7
(5,000,000)
-
Movement in related party balances
8
12,424
(470,030)
Interest income on loan to parent company
17
52,488
96,563
Interest income on loan to ultimate parent company
17
91,666
-
Interest income from treasury bills
17
167,050
95,795
Net cash used in investing activities
(5,126,854)
(2,863,047)
Cash flows from financing activities
Principal elements of lease payments
5
(61,800)
(60,000)
Bond interest payments
17
(872,067)
(870,964)
Movement in related party balances
9
(260,921)
(64,356)
Net cash used in financing activities
(1,194,788)
(995,320)
Net movement in cash and cash equivalents
(4,701,941)
(5,388,153)
Cash and cash equivalents at beginning of year
9,634,003
14,971,484
Loss allowance movement on cash and cash equivalents
42,717
50,672
Cash and cash equivalents at end of year
9
4,974,779
9,634,003
Non-cash investing and financing activities are disclosed in Note 9.
The notes on pages 14 - 36 are an integral part of these financial statements.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
14
Notes to the financial statements
1. Material accounting policy information
The material accounting policies applied in the preparation of these financial statements are set out
below. These policies have been consistently applied to all the years presented, unless otherwise
stated.
1.1 Basis of preparation
These financial statements have been prepared in accordance with the requirements of International
Financial Reporting Standards (IFRS Accounting Standards) as adopted by the EU and with the
requirements of the Maltese Companies Act (Cap. 386). The financial statements have been
prepared under the historical cost convention. The preparation of financial statements in conformity
with IFRS Accounting Standards as adopted by the EU requires the use of certain accounting
estimates. It also requires directors to exercise their judgment in the process of applying the
Company’s accounting policies (see Note 3 – Critical accounting estimates and judgments).
Going concern
The Company's revenues will continue to be driven by the gambling activity of online users across
its customers' websites. However, certain risks remain, including the potential impact of evolving
gaming regulations in various jurisdictions, along with ongoing global economic uncertainties arising
from geopolitical conflicts and market volatility. The introduction of new regulatory frameworks,
particularly in previously unregulated markets, could affect revenue streams and operational
strategies.
As part of the going concern assessment, Management has carefully re-evaluated the financial
performance for 2024 and updated its projections for 2025 and beyond. The assessment
incorporates several key factors, including the full-year contribution of revenues from the the Group’s
new B2C operations following the 2024 merger with Cherry with Friends AB, and the expected growth
in turnkey platform services provided to various B2C subsidiaries within the new merged Group.
While B2B white-label revenues are forecasted to decline, they are expected to constitute a minimal
portion of total revenues, ensuring that the overall financial impact remains negligible.
The successful refinancing of the 5.9% 2024-2026 bonds with new bonds maturing in 2030-2032 at
a 6.25% interest rate has further strengthened the Company’s long-term financial stability.
Management acknowledges that intra-group loans extended to the parent company for investments
in B2C ventures may indirectly impact short-term cash flows; however, these investments are
expected to contribute positively to long-term revenue growth.
Accordingly, Management and the Board nevertheless remain confident that the Company shall meet
its commitments within the next 12 months and consequently, shall continue operating as a going
concern.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
15
1. Material accounting policy information - continued
1.1 Basis of preparation - continued
Standards, amendments and interpretations to published standards effective in 2024
In 2024, the Company has adopted the following amendments and interpretations to existing
standards that are mandatory for the Company’s accounting period beginning on 1 January 2024.
The adoption of these amendments and interpretations has not had a material impact on the
Company's financial statements unless otherwise stated.
Amendments to IAS 1 - Classification of Liabilities as Current or Non-Current
These amendments clarify the criteria for classifying liabilities as current or non-current. Specifically,
a right to defer settlement must exist at the reporting date and must be substantive. The amendments
also clarify that settlement refers to the transfer of cash, other assets, or services.
Further amendments to IAS 1 provide guidance on how conditions with which an entity must comply
within twelve months after the reporting date affect classification. Additional disclosure requirements
have been introduced for non-current liabilities subject to covenants.
The Company adopted all of the new or amended Accounting Standards and Interpretations issued
by the International Accounting Standards Board (‘IASB’) and the IFRS Interpretations Committee
and endorsed by the EU that are mandatory for the current reporting period. The adoption of these
amendments to the requirements of IFRS Accounting Standards as adopted by the EU did not result
in substantial changes to the Company’s accounting policies impacting the Company’s financial
performance and position.
Standards, amendments and interpretations to published standards that are not yet effective
Certain new and amended accounting standards and interpretations have been published that are
not mandatory for 31 December 2024 reporting periods and have not been early adopted by the
Company. These standards are not expected to have a material impact on the Company in the current
or future reporting periods and on foreseeable future transactions.
1.2 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the
chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating
resources and assessing performance of the operating segments has been identified as the Board
of Directors that makes strategic decisions. The Board of Directors considers the Company to consist
of one single segment (2023: one segment), both from a business perspective and a geographical
perspective in line with IFRS 8.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
16
1. Material accounting policy information - continued
1.3 Foreign currency translation
(a) Functional and presentation currency
Items included in these financial statements are measured using the currency of the primary
economic environment in which the Company operates (‘the functional currency’). The Euro is the
Company’s functional and presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing on the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation of monetary assets and liabilities
denominated in foreign currencies at year-end exchange rates are generally recognised in the
statement of comprehensive income on a net basis.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency
are translated at the exchange rate on the date of the transaction.
1.4 Intangible assets
(a) Recognition, measurement and de-recognition
The Company’s intangibles is analysed based on its platform (computer software).
An intangible asset is recognised if it is probable that the expected future economic benefits that are
attributable to the asset will flow to the Company and the cost of the asset can be measured reliably.
Intangible assets are initially measured at cost. The cost of a separately acquired intangible asset
comprises its purchase price and any directly attributable cost of preparing the asset for its intended
use.
Costs associated with maintaining the platform are recognised as an expense as incurred.
Development costs that are directly attributable to the design and testing of identifiable and unique
software products controlled by the Company are recognised as intangible assets when the following
criteria are met:
• it is technically feasible to complete the software so that it will be available for use;
• management intends to complete the software and use or sell it;
• there is an ability to use or sell the software;
• it can be demonstrated how the software will generate probable future economic benefits;
• adequate technical, financial and other resources to complete the development and to use
or sell the software are available; and
• the expenditure attributable to the software during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the platform include employee costs and an
appropriate portion of relevant overheads.
Research expenditure and development expenditure that do not meet the criteria above are
recognised as an expense as incurred. Development costs previously recognised as an expense are
not recognised as an asset in a subsequent period.
Capitalised development costs are recorded as intangible assets and amortised from the point at
which the asset is ready for use.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
17
1. Material accounting policy information - continued
1.4 Intangible assets - continued
Intangible assets are derecognised on disposal or when no future economic benefits are expected
from their use or disposal. Gains or losses arising from derecognition represent the difference
between the net disposal proceeds, if any, and the carrying amount, and are included within ‘other
income/(expense)’ in the statement of comprehensive income in the period of derecognition.
(b) Amortisation of intangible assets
Intangible assets with a finite useful life are amortised over their useful life and reviewed for
impairment whenever there is an indication that the asset may be impaired. The estimated useful
lives of intangible assets are as follows:
Useful life
Platform (Computer software)
7 years
The amortisation period and the amortisation method for an intangible asset are reviewed at least at
the end of each reporting period. Intangible assets with indefinite useful lives are not systematically
amortised and are tested for impairment annually or whenever there is an indication that the
intangible asset may be impaired. The useful life of these assets is reviewed annually to determine
whether their indefinite life assessment continues to be supportable.
If the events and circumstances do not continue to support the assessment, the change in the useful
life assessment from indefinite to finite is accounted for prospectively as a change in accounting
estimate and on that date the asset is tested for impairment. Commencing from that date, the asset
is amortised systematically over its useful life.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount.
1.5 Financial Instruments
1.5.1 Recognition and de-recognition
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity. Financial assets and financial liabilities are recognised
when the Company becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial
asset expire, or when the financial asset and all substantial risks and rewards are transferred.
Financial liabilities are derecognised when they are extinguished, discharged, cancelled or expire.
1.5.2 Financial assets
Financial assets are classified at initial recognition in accordance with how they are subsequently
measured, as follows:
• financial assets at amortised cost;
• financial assets at fair value through other comprehensive income; and
• financial assets at fair value through profit or loss.
The Company's financial assets are mainly financial assets at amortised cost.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
18
1. Material accounting policy information - continued
1.5 Financial Instruments - continued
1.5.2 Financial Assets - continued
Financial assets at amortised cost
Financial assets at amortised costs are financial assets that are held within the business model
whose objective is to collect contractual cash flows (“hold to collect”) and the contractual terms give
rise to cash flows that are solely payments of principal and interest.
On initial recognition, financial assets at amortised cost are recognised at fair value plus transaction
costs that are directly attributable to the acquisition of the financial asset. Discounting is omitted
where the effect of discounting is immaterial.
Financial assets at amortised cost are subsequently carried at amortised cost using the effective
interest method less impairment losses, if any. Gain or losses are recognised in profit or loss when
the asset is derecognised, modified, or impaired.
Provisions are recorded where, in the opinion of the directors, there is an impairment in value. Where
there has been an impairment in the value of a financial asset at amortised cost, it is recognised as
an expense in the period in which the diminution is identified.
The Company’s financial assets under this classification include loan to parent and ultimate parent
company, cash and cash equivalents, and trade and other receivables (excluding indirect taxation
and prepayments).
Impairment of financial assets
The Company recognises an allowance for expected credit losses (ECLs) on financial assets that
are measured at amortised cost. Equity instruments are not subject to impairment assessment.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12-months (12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since initial recognition, a loss
allowance is required for credit losses expected over the remaining life of the exposure, irrespective
of the timing of the default (lifetime ECL).
The Company assesses on a forward-looking basis the expected credit loss associated with its debt
instruments carried at amortised cost. The impairment methodology applied depends on whether
there has been a significant increase in credit risk.
For trade receivables, the Company applies the simplified approach permitted by IFRS 9, which
requires expected lifetime losses to be recognised from initial recognition of the receivables (see Note
2.1b for further details). For cash and cash equivalents, the Company considers expected credit losses
to be low since the credit risk rating of the financial institution it banks with is equivalent to the globally
understood definition of ‘investment grade’. The Company considers investment grade to be Baa3 or
higher per Moody’s or BBB- or higher per Standard & Poor’s or Fitch.
The ECLs are accounted as impairment loss on financial assets and are presented as a separate line
item in the statement of comprehensive income.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
19
1. Material accounting policy information - continued
1.5 Financial Instruments - continued
1.5.3 Financial Liabilities
Financial liabilities are classified at initial recognition in accordance with how they are subsequently
measured, as follows:
• financial liabilities at amortised cost; and
• financial liabilities at fair value through profit or loss.
The Company’s financial liabilities are mainly financial liabilities at amortised cost.
Financial liabilities at amortised cost
Financial liabilities at amortised cost are initially recognised at fair value, net of transaction cost and
are subsequently measured at amortised cost using the effective interest method. All interest-related
charges under the interest amortisation process are recognised in profit or loss.
The Company derecognises as a financial liability from its statement of financial position when the
obligation specified in the contract or arrangement is discharged, is cancelled or expires. On
derecognition, the difference between the carrying amount of the financial liability (or part of a
financial liability) extinguished or transferred to another party and the consideration paid, including
any non-cash assets transferred or liabilities assumed, are recognised in profit or loss.
Financial liabilities under this category include borrowings, lease liabilities and trade and other
payables.
1.6 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
ordinary shares are shown in equity as a deduction, net of tax, from the proceeds.
1.7 Borrowings
Borrowings are recognised initially at the fair value of proceeds received, net of transaction costs
incurred. Borrowings are subsequently carried at amortised cost; any difference between the
proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the
period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer
settlement of the liability for at least twelve months after the end of the reporting period.
1.8 Current and deferred tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or
loss, except to the extent that it relates to items recognised in other comprehensive income or directly
in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity,
respectively.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
20
1. Material accounting policy information - continued
1.8 Current and deferred tax - continued
Deferred tax is recognised, using the liability method, on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the financial statements. However,
deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred
tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other
than a business combination that at the time of the transaction affects neither accounting nor taxable
profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or
substantially enacted by the end of the reporting period and are expected to apply when the related
deferred tax asset is realised, or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will
be available against which the temporary differences can be utilised. Deferred tax assets and
liabilities are offset when there is a legally enforceable right to offset current tax assets against current
tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the
same taxation authority on either the same taxable entity or different taxable entities where there is
an intention to settle the balances on a net basis.
1.9 Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of services
in the ordinary course of the Company’s activities. The Company recognises revenue when the
amount of revenue can be reliably measured, it is probable that future economic benefits will flow to
the entity and when specific criteria have been met for each of the Company’s activities as described
further below.
Revenue from white label services
In contracting with white label customers (operators that are rebranded under another name), the
Company is using its B2B licence and combining this with Prozone Limited’s B2C licence in offering
the white label service to the third party. Revenue earned by the Company from white label services
is stated net of direct related costs.
The consideration for such services generally also includes an initial setup fee. In accordance with
IFRS 15, the set-up is not seen as a distinct performance obligation as the customer cannot benefit
from the set-up itself but from the agreement as a whole. Accordingly, the set-up fee is being deferred
over the period of the agreement.
Revenue from turnkey services
In contracting with own license operators (operators that own their own licences) in offering them the
use of the Platform, the Company generates revenue by entering into a revenue share or a fixed
arrangement where such revenue is apportioned on an accrual basis over the whole term of the
contract.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
21
1. Material accounting policy information - continued
1.10 Leases
1.10.1 Company’s leasing activities and how these are accounted for
Lease Liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially
recognised at the present value of the lease payments to be made over the term of the lease,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined,
the consolidated entity's incremental borrowing rate. Lease payments comprise of fixed payments
less any lease incentives receivable, variable lease payments that depend on an index or a rate,
amounts expected to be paid under residual value guarantees, exercise price of a purchase option
when the exercise of the option is reasonably certain to occur, and any anticipated termination
penalties. The variable lease payments that do not depend on an index or a rate are expensed in the
period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying
amounts are remeasured if there is a change in the following: future lease payments arising from
change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and
termination penalties. When a lease liability is remeasured, an adjustment is made to the
corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is
fully written down.
Right-of-use
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is
measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable,
any lease payments made at or before the commencement date net of any lease incentives received,
any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of
costs expected to be incurred for dismantling and removing the underlying asset, and restoring the
site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or
the estimated useful life of the asset, whichever is the shorter. Where the Company expects to obtain
ownership of the leased asset at the end of the lease term, the depreciation is over its estimated
useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease
liabilities.
2. Financial risk management
2.1 Financial risk factors
The Company’s activities potentially expose it to a variety of financial risks: market risk (including
foreign exchange risk, cash flow and fair value interest rate risk), credit risk and liquidity risk. The
Company’s overall risk management focuses on the unpredictability of financial markets and seeks
to minimise potential adverse effects on the Company’s financial performance. The Company did
not make use of derivative financial instruments to hedge risk exposures during the current and
preceding financial years. The Board of Directors provides principles for overall risk management,
as well as policies covering risks referred to above and specific areas such as investment of excess
liquidity.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
22
2. Financial risk management - continued
2.1 Financial risk factors - continued
(a) Market risk
(i) Foreign exchange risk
Foreign exchange risk arises from future commercial transactions and recognised assets and
liabilities which are denominated in a currency that is not the Company’s functional currency. The
Company has no significant currency risk since substantially all assets and liabilities are
denominated in Euro.
(ii) Cash flow and fair value interest rate risk
Interest rate risk arises from fluctuations in the prevailing levels of market interest rates on the fair
values of financial assets and liabilities and future cash flows.
As at the reporting date, the Company has fixed-rate interest-bearing loans and debt (Note 11).
Accordingly, its revenue and operating cash flows are substantially independent of changes in market
interest rates. In this respect, the Company is potentially exposed to fair value interest rate risk in
view of the fixed interest nature of these instruments, which are, however, measured at amortised
cost.
As at the reporting date, the Company has an existing loan to its parent company, Gameday Group
plc, a loan to its ultimate parent company, Cherry with Friends AB and investment in treasury bills.
The Company’s loans to its parent and ultimate parent company with fixed interest rate exposes the
Company to fair value interest rate risk. The Company’s existing investment in treasury bills exposes
the Company to interest rate risk since its revenue and operating cash flows are dependent of
changes in market interest rates.
The Company’s exposure to changes in interest rates on bank accounts held with financial
institutions was limited and the directors consider any defined shift in interest rates to have an
immaterial effect on the Company and its operations.
(b) Credit risk
Credit risk is the risk of a financial loss to the Company if a counterparty to a financial instrument fails
to meet its contractual obligations. The Company’s exposure to credit risk at the end of the reporting
period is analysed as follows:
2024
2023
€
€
Loan receivable (Note 7)
6,800,000
1,800,000
Trade receivables (Note 8)
232,653
232,653
Amounts due from related parties (Note 8)
5,915,612
5,190,718
Cash at bank (Note 9)
43,102
672,593
Treasury bills (Note 9)
4,975,500
9,047,950
Maximum exposure to credit risk
17,966,867
16,943,914
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
23
2. Financial risk management - continued
2.1 Financial risk factors - continued
(b) Credit risk - continued
Impairment of financial assets
The Company has three types of financial assets that are subject to the expected credit loss model:
• trade receivables;
• debt investments carried at amortised cost; and
• cash and cash equivalents
Trade receivables
The Company applies the IFRS 9 simplified approach to measuring expected credit losses which
uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit
losses, trade receivables have been grouped based on shared credit risk characteristics and the days
past due. On that basis, the loss allowance as at 31 December 2024 for trade receivables was
determined to be €232,653 (2023: €232,653).
The loss allowance for trade receivables as at 31 December 2024 and 2023 reconcile to the opening
loss allowances as follows:
2024
2023
€
€
Opening loss allowance as at 1 January
232,653
322,536
(Decrease) in loss allowance on trade receivables
-
(89,883)
Closing loss allowance at 31 December (Note 8)
232,653
232,653
Amounts due from related parties carried at amortised cost
The Company’s debt investments carried at amortised cost primarily relate to amounts due from its
parent company, Gameday Group plc (Notes 7 and 8), and fellow subsidiary, Prozone Limited (Note
8). The Company measures credit risk and expected credit losses on the amount due from its parent
company using probability of default, exposure at default, and loss given default. The directors consider
historical analysis and forward-looking information to determine any expected credit loss. The resulting
impairment allowance to the Company's loans receivable from its parent and ultimate parent
company are insignificant to the Company's financial position and results.
At 31 December 2024, the directors consider that related party balances are held with counterparties
with an average rating based on the Company's internal rating scale. The directors consider that there
may exist a probability of default considering the financial standing of the relevant counterparties and
their ability to meet their contractual obligations.
2024
2023
€
€
Opening loss allowance as at 1 January
324,601
225,944
Increase in loss allowance on related party receivables
39,209
98,657
Closing loss allowance at 31 December (Note 8)
363,810
324,601
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
24
2. Financial risk management - continued
2.1 Financial risk factors - continued
(b) Credit risk - continued
Cash and cash equivalents
The loss allowance on cash and cash equivalents is disclosed in Note 9.
Net impairment allowance recovery/(loss) on financial and contract assets recognised in profit or loss
The net impairment allowance recovery / loss recognised in profit or loss is analysed below:
2024
2023
€
€
Increase in ECL allowance
(39,209)
(98,657)
Decrease in ECL allowance
42,717
140,554
Net impairment allowance recovery on financial and contract assets
3,508
41,897
(c) Liquidity risk
The Company is exposed to liquidity risk in relation to meeting future obligations associated with its
financial liabilities, which principally comprise interest-bearing borrowings and trade and other
payables (Notes 11 and 12). Prudent liquidity risk management includes maintaining sufficient cash
to ensure the availability of an adequate amount of funding to meet the Company’s obligations and
ensuring that alternative funding is available when the bonds are due for repayment.
The following table analyses the Company’s financial liabilities into relevant maturity groupings
based on the remaining period at the reporting date to the contractual maturity date. The amounts
disclosed in the tables below are the contractual undiscounted cash flows. The amounts disclosed
for the Bond 2024-2026 have been adjusted to reflect the impact on the contractual undiscounted
cash flows of the refinancing of these bonds and the issuance of the Bond 2030-2032 as disclosed
on Note 22.
On
Demand
Due within
one year
Between 1
and 2 Years
Between 2
and 7 Years
Over
8 years
Total
31 December 2024
€
€
€
€
€
€
Bond 2024-2026 (Note 11, 22)
482,013
4,147,050
-
-
-
4,629,063
Bond 2030-2032 (Note 22)
-
-
781,205
3,906,025
13,281,205
17,968,435
Trade and other payables (Note 12)
240,568
-
-
-
-
240,568
Lease liabilities (Note 5)
-
27,014
81,043
27,014
-
135,071
Total
722,581
4,174,064
862,248
3,933,039
13,281,205
22,973,137
31 December 2023
Borrowings (Note 11)
-
870,964
1,741,928
14,762,100
-
17,374,992
Trade and other payables (Note 12)
359,975
-
-
-
-
359,975
Lease liabilities (Note 5)
-
52,410
101,303
33,768
-
187,481
Total
359,975
923,374
1,843,231
14,795,868
-
17,922,448
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
25
2. Financial risk management - continued
2.1 Financial risk factors - continued
(c) Liquidity risk - continued
The Company continues to assess its funding requirements to ensure that adequate funds are in
place to meet its financial liabilities when they fall due.
2.2 Fair value estimation
At 31 December 2024 and 2023, the Company does not have financial instruments carried at fair value.
The carrying amounts of the Company’s cash and cash equivalents, trade and other receivables
(excluding indirect taxation and prepayments), and trade and other payables reflected in the financial
statements are reasonable estimates of fair value in view of the nature of these instruments or the
relatively short period of time between the origination of the instruments and their expected realisation.
The fair value estimation of the Company’s borrowings is disclosed in Note 11.
The level 2 fair values calculated as the future cash flows discounted at observable market rates of the
Company’s loans receivable and lease liabilities are disclosed below:
2024
2023
Carrying
amount
Fair Value
Carrying
amount
Fair Value
31 December 2024
€
€
€
€
Loans receivable
6,800,000
7,268,779
1,800,000
1,920,036
Lease liabilities
135,071
141,848
187,481
196,888
2.3 Capital risk management
The Company’s objectives when managing capital are:
• to safeguard the Company’s ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders;
• to maintain an optimal capital structure to reduce the cost of capital; and
• to comply with requirements of the Prospectus issued in relation to the 5.9% 2024-2026 Bonds
(Note 11).
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market
confidence to sustain the future development of the business.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends
paid to shareholders, issue new shares or sell assets. The Company’s equity, as disclosed in the
statement of financial position, constitutes its capital. The Company maintains the level of capital by
reference to its financial obligations and commitments arising from operational requirements. In view
of the nature of the Company’s activities, the capital level as at the end of the reporting period is
deemed adequate by the directors.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
26
3. Critical accounting judgments, estimates and assumptions
Estimates and judgments are continually evaluated and based on historical experience and other
factors including expectations of future events that are believed to be reasonable under the
circumstances. Revisions to estimates are recognised prospectively.
This note provides an overview of the areas that involved a higher degree of judgement or complexity,
and of items that are more likely to be materially adjusted due to estimates and assumptions turning
out to be wrong. Detailed information about each of these estimates and judgments is included in
other notes together with information about the basis of calculation for each affected line item in the
financial statements. In the opinion of the directors, the accounting estimates and judgments made
in the course of preparing these financial statements are not difficult, subjective or complex to a
degree that would warrant their description as critical in terms of the requirements of IAS 1 except for
impairment of intangible assets with an indefinite useful life. For further details about intangibles
assigned a definite useful life, refer to Note 4.
4. Intangible assets
Platform
€
Year ended 31 December 2023
Opening net book amount
9,386,194
Additions
785,375
Amortisation charge
(2,606,212)
Closing net book amount
7,565,357
As at 31 December 2023
Cost
18,730,003
Accumulated amortisation
(11,164,646)
Closing net book amount
7,565,357
Year ended 31 December 2024
Opening net book amount
7,565,357
Additions
450,482
Amortisation charge
(2,704,117)
Closing net book amount
5,311,722
As at 31 December 2024
Cost
19,180,485
Accumulated amortisation
(13,868,763)
Closing net book amount
5,311,722
Additions to the platform of €450,482 (2023: €785,375) represent capitalised costs based on external
invoices received from third parties.
For impairment testing, the Company conducts a thorough assessment of the intangible asset, using
a comprehensive approach to evaluate its ongoing value and viability. This assessment includes an
in-depth analysis of relevant market conditions, encompassing factors such as competitive dynamics
and industry trends.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
27
4. Intangible assets - continued
The platform is used by the Company’s Group B2C arm and serves as a turnkey and white label
platform provider, indicating its continued relevance and viability within the gaming industry. The
Company consistently invests in the development and enhancement of the platform to ensure it
remains aligned with evolving industry requirements and technological advancements. This ongoing
investment demonstrates the Company’s commitment to maintaining the platform's competitiveness
and value proposition within the gaming industry.
Having considered the constant development of the Company’s platform, the Company’s plans, and
the fact that the platform has been assigned a definite useful life and is being accordingly amortised,
management considers that the platform did not demonstrate any impairment triggers.
5. Leases
The Company entered into an office lease agreement on 1 March 2022 for a period of 5 years, ending
31 March 2027.
The table below shows the right-of-use assets as at 31 December 2024:
Rights-of-use
assets
- premises
Cost
Opening balance
267,768
Balance at 31 December 2023
267,768
Opening balance
267,768
Balance at 31 December 2024
267,768
Accumulated amortisation
Opening balance
44,628
Amortisation
53,553
Balance at 31 December 2023
98,181
Accumulated amortisation
Opening balance
98,181
Amortisation
53,554
Balance at 31 December 2024
151,735
Carrying amount
As at 31 December 2023
169,587
As at 31 December 2024
116,033
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
28
5. Leases - continued
2024
2023
€
€
Lease liabilities:
Current
58,169
52,410
Non-current
76,902
135,071
135,071
187,481
Movements in lease liabilities during the year are as follows:
2024
2023
€
€
At 1 January
187,481
235,184
Additions
-
-
Interest expense
9,390
12,297
Lease payments
(61,800)
(60,000)
135,071
187,481
The statement of profit or loss shows the following amounts relating to leases:
2024
2023
€
€
Depreciation charge of right-of-use assets
Premises
53,554
53,553
I Interest expense (included in net finance expense, see Note 17)
9,390
12,297
The cash outflow in 2024 relating to the principal element of lease payments captured by IFRS 16
amounted to €61,800 (2023: €60,000).
6. Property, plant and equipment
Total
Office
Equipment
Furniture &
Fittings
€
€
€
Year ended 31 December 2023
Opening net book amount
4,520
2,768
1,752
Depreciation charge
(2,884)
(2,633)
(251)
Closing net book amount
1,636
135
1,501
As at 31 December 2023
Cost
13,857
11,353
2,504
Accumulated depreciation
(12,221)
(11,218)
(1,003)
Closing net book amount
1,636
135
1,501
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
29
6. Property, plant and equipment - continued
Total
Office
Equipment
Furniture &
Fittings
€
€
€
Year ended 31 December 2024
Opening net book amount
1,636
135
1,501
Depreciation charge
(386)
(135)
(251)
Closing net book amount
1,250
-
1,250
As at 31 December 2024
Cost
13,857
11,353
2,504
Accumulated depreciation
(12,607)
(11,353)
(1,254)
Closing net book amount
1,250
-
1,250
7. Loans receivable
2024
2023
€
€
Loan to immediate parent company
1,800,000
1,800,000
Loan to ultimate parent company
5,000,000
-
6,800,000
1,800,000
The loan to the immediate parent company has an interest rate of 6.25% and matures on 10 June
2026.
On 13 March 2024, the Company provided a loan of €5,000,000 to its Group Parent Company,
Cherry with Friends AB to refinance existing higher interest debt and mainly to proceed with
immediate investments in B2C ventures. This loan bears a fixed interest rate of 6% per annum,
maturing on 30 April 2026.
8. Trade and other receivables
2024
2023
€
€
Trade receivables from contracts with customers
232,653
232,653
Less: Loss allowance on trade receivables
(232,653)
(232,653)
Trade receivables, net of loss allowance
-
-
Amounts due from related parties, net of loss allowance (Note
2.1b and Note 19)
5,551,802
4,866,117
Deferred expenses
260,920
-
Accruals and deferred income
391,603
-
Accrued interest income from loans receivable
209,179
-
Indirect taxation
170,453
169,014
Prepayments and accrued income
115,410
117,025
6,699,367
5,152,156
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
30
8. Trade and other receivables - continued
Amounts due from related parties as at 31 December 2024 are net of a loss allowance of €363,810
(2023: €324,601). These amounts are unsecured, interest-free, and repayable on demand.
9. Cash and cash equivalents
For the purposes of the statement of cash flows, the year-end cash and cash equivalents comprise
the following:
2024
2023
€
€
Bank Balances
43,102
672,593
Treasury bills
4,975,500
9,047,950
Less: expected credit allowance
(43,823)
(86,540)
4,974,779
9,634,003
An amount of €4,975,500 (2023: €9,047,950) was held with Treasury Bills maturing in January 2025.
Net debt reconciliation
The following is an analysis of net debt and the movements in net debt for each of the periods
presented:
2024
2023
€
€
Borrowings (including bond issue costs) (Note 11)
(14,762,100)
(14,723,798)
Lease liabilities (Note 5)
(135,071)
(187,481)
Cash and cash equivalents
4,974,779
9,634,003
Net debt
(9,922,392)
(5,277,276)
As disclosed in Note 11, borrowings are subject to a fixed rate of interest and non-cash movements
relate to the amortisation of bond issuance costs and the accrual of bond interest costs.
Reconciliation of movements of liabilities to cash flows arising from financing activities
The table below details changes in the Company’s liabilities arising from financing activities, including
both cash and non-cash changes. Liabilities arising from financing activities are those which cash
flows were, or future cash flows will be, classified in the Company’s statements of cash flow as cash
flows from financing activities.
Note
Balance at
1 January
2024
Cash flows
from
financing
activities
Non-cash flows
from financing
activities
Balance at
31 December
2024
€
€
€
€
Lease liabilities
5
187,481
(61,800)
9,390
135,071
Borrowings
11
14,723,798
-
38,302
14,762,100
Accrued interest
on bonds
12
391,208
(872,067)
869,901
389,042
15,302,487
(933,867)
917,593
15,286,213
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
31
10. Share capital
2024
2023
€
€
Authorised
30,000,000 (2023: 30,000,000) ordinary shares of €1 each
30,000,000
30,000,000
Issued and fully paid
20,580,000 (2023: 20,580,000) ordinary shares of €1 each
20,580,000
20,580,000
The holders of ordinary shares are entitled to receive dividends as declared from time to time and
are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to
the Company’s residual assets.
11. Borrowings
2024
2023
€
€
Non-current
5.9% 2024-2026 Bonds
14,762,100
14,723,798
2024
2023
€
€
Principal bonds outstanding
14,814,736
14,814,736
Gross amount of bond issue costs
(403,061)
(403,061)
Bond settlement and release of bond issue cost
-
-
Amortisation of bond issue costs to 31 December
350,425
312,123
Amortised cost and closing carrying amount
14,762,100
14,723,798
Interest on the 5.9% 2024-2026 Bonds is payable annually in arrears, on 21 July of each year, now
updated to 14 February as per the new bond rollover (Note 22). As at 31 December 2024, the Bonds
were trading at par value.
Accrued interest as at 31 December 2024 amounted to €389,042 (2023: €391,208) as disclosed in
Note 12.
12. Trade and other payables
2024
2023
€
€
Trade and other payables
240,568
359,975
Accruals and deferred income
176,765
111,849
Accrued interest on bonds (Note 11)
389,042
391,208
806,375
863,032
Amounts owed to related parties are interest-free, unsecured, and repayable on demand.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
32
13. Revenue
2024
2023
€
€
Income generated from related parties
3,935,870
1,839,098
3,935,870
1,839,098
The Company generates revenues in the form of turnkey and platform fees charged to licensed
operators. Additionally, it generates revenue from white label services offered to white label
customers. The Company’s revenue in 2024 and 2023 is analysed as follows:
2024
2023
€
€
White label services
697,160
674,204
Turnkey fees
3,238,710
1,164,894
3,935,870
1,839,098
The Company treats all revenue generated from different revenue streams as a single revenue
segment in accordance with internal management reporting. In Q1 2023, after the Group bought
back the Bethard Brand, the Company resumed generating revenue from turnkey fees earned from
this Brand.
14. Other income
2024
2023
€
€
Related party waiver
-
402,387
-
402,387
During the comparative period, a fellow subsidiary of the Company went into dissolution, and
consequently the amount owed to this subsidiary was waived.
15. Expenses by nature
2024
2023
€
€
Cost of sales
Brand awareness marketing
6,975
9,380
Other direct costs (including platform costs)
639,234
986,968
Total cost of sales
646,209
996,348
Administrative expenses
Employee benefit expense (Note 16)
135,111
274,930
Professional fees
90,282
94,746
Depreciation and amortisation (Notes 4, 5, 6)
2,758,057
2,662,649
Bank charges
9,711
28,623
Exchange rate variance
1,872
44,541
Other operating expenses
252,734
446,522
Total administrative expenses
3,247,767
3,552,011
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
33
15. Expenses by nature - continued
Auditor’s fees
Fees charged by the auditor for services rendered during the financial year ended 31 December
relate to the following:
2024
2023
€
€
Annual statutory audit
35,650
30,800
Other non-audit services
2,000
2,000
37,650
32,800
Other non-audit services relate to assisting with ESEF compliance and assistance in reviewing the
interim financial statements.
16. Employee benefit expenses
2024
2023
€
€
Wages and salaries
112,324
229,240
Social security costs
22,787
45,690
135,111
274,930
The average number of employees employed during the year to 31 December 2024 amounted to 6
employees (2023: 6 employees).
Included in the total employee benefit expense is an amount of €45,230 (2023: €55,000) relating to
non-executive directors’ fees. In 2023, fees paid to an executive director amounted to €66,161.
17. Net finance costs
2024
2023
€
€
Interest payable on bonds
869,901
870,964
Amortisation of transaction costs
38,302
65,332
Lease interest and finance charges
9,390
12,297
Loan interest receivable from parent company (Note 7)
(112,500)
(96,563)
Loan interest receivable from ultimate parent company (Note 7)
(240,833)
-
Interest received from Treasury Bills
(170,035)
(111,566)
394,225
740,464
Interest payable on bonds falls due on the 22 July of each financial year for the bond duration, now
updated to 14 February of each financial year (Note 22). The first interest payment fell due on 22
July 2020. The amount of interest payable in 22 July 2024 was €851,665.
The amount of accumulated interest due from 23 July to 31 December 2024 amounted to €389,042
(2023: €391,208).
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
34
18. Income tax
The tax on the Company’s loss before tax differs from the theoretical amount that would arise using
the basic tax rate as follows:
2024
2023
€
€
Loss before tax
(343,973)
(3,005,441)
Tax at 35%
(120,391)
(1,051,904)
Tax effect of:
Deductible temporary differences
-
-
Current-year losses for which no deferred tax asset is recognised
120,391
1,051,904
Disallowed expenses & other differences
-
-
Recognition of deferred tax liability
18,743
(59,355)
Recognition of deferred tax asset
(18,343)
65,618
400
6,263
As at 31 December 2024, the Company has unutilised tax losses amounting to €32,930,166 (2023:
€34,577,036) which can be applied against future taxable income. The potential deferred tax asset
on these has not been recognised in these financial statements since it is uncertain when the
Company will have taxable profits against which these can be utilised.
As at 31 December 2024, the deferred tax asset and deferred tax liability presented in the statement
of financial position relate to the deferred tax on lease liabilities and the right-of use assets,
respectively.
19. Related parties
The directors consider the companies forming part of the Group to be related parties as they are
ultimately owned by the same beneficiaries at the end of 2024.
The immediate parent of the Company is Gameday Group plc.. In 2024, Gameday Group plc was
subsequently acquired by Cherry with Friends AB, the ultimate parent company of the Company.
In 2024, the companies that formed part of Gameday Group included Prozone Limited and World
Class Services Limited. The Company had related party transactions with these subsidiary
companies, its immediate parent Gameday Group plc and its ultimate parent Cherry with Friends
AB, as detailed below.
(1) On 14 February 2023, the Company provided a loan of €1,800,000 to Gameday Group plc to part
finance the reacquisition of its previously sold B2C business through the acquisition of Prozone
Limited. The loan has a fixed rate of interest of 6.25% per annum, which interest is repayable on
the 10
th
June of each year, with the maturity of the loan being 10 June 2026. Interest paid by
Gameday Group plc to the Company during the year amounted to €112,500.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
35
19. Related parties – continued
(2) On 13 March 2024, the Company provided a loan of €5,000,000 to Cherry with Friends AB to
refinance existing higher-interest debt and mainly to proceed with immediate investments in B2C
ventures. This loan bears a fixed interest rate of 6% per annum, maturing on 30 April 2026. Interest
paid by Cherry with Friends AB to the Company during the year amounted to €240,833.
(3) During 2024, the Company retained the following trading agreements and carried out related party
trading transactions in line with these agreements:
• a business development services agreement with Worldclass Services Limited allowing for
the recharging of expenses including the share attributable to white label customers (Note
13).
• an intangible asset licence agreement with Worldclass Services Limited giving rise to
revenues earned from related parties (Note 13).
• sub-licensing agreement with Worldclass Services Limited giving rise to revenues earned
from third parties.
Related party balances at year-end are disclosed on Note 8 were as follows:
2024
2023
€
€
Amounts due from related parties
1,913,785
1,176,467
Amounts due from immediate parent
4,001,827
4,014,251
5,915,612
5,190,718
20. Significant risks and uncertainties
The Company’s main objective is to operate software and iGaming platforms and to provide related
services to software and iGaming companies. The Company does not conduct any online gambling
operations; however, it is dependent on the online gambling industry, which includes its primary client
and the rest of its customers. The entire revenue stream of the Company is concentrated within the
iGaming sector and is subject to this concentration risk and performance risk of this sector.
The laws and regulations surrounding the online gambling industry are complex, constantly evolving
and in some cases, also subject to uncertainty and restrictions. Laws and gaming regulations are
constantly being introduced in various European and other countries, thus prohibiting or restricting
operations therein. Future changes to laws and regulations could have a material adverse effect on
the Gameday Group’s business, financial condition, and the results of its operations. The Company
expects further jurisdictions to regulate their gaming industry, which will result in similar impacts on
revenues.
During 2024, the Company and its local group entities merged with a larger overseas group of
companies, seeking to leverage synergies and drive growth within the B2C online gaming sector,
consequently driving further revenue expansion for the Company.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2024
36
20. Significant risks and uncertainties - continued
In addition to the above, the directors also consider the following risks as being relevant to the
Company:
• Global economic uncertainties consequent to the ongoing armed conflict between Russia
and Ukraine, Israel and Palestine and the rising inflation across the globe;
• Consolidation of Gambling regulation across Europe and beyond.
• Compliance and regulatory risk, being the risk relating to regulation that could result in
restrictions in its customers' operations and risks associated with unregulated markets;
• Credit risk, being the risk, that customers do not pay for the services rendered;
• Impairment risk of intangible assets due to the fact that the carrying value may be impacted
by several unwarranted events and economic circumstances.
• Technological and systems development; and
• Dependence on key individuals having technical expertise of iGaming software development
and its associated technology.
These risks are not an exhaustive list of potential risks and uncertainties faced by the Company. If
any of these risks occur, the Company’s business operations, financial condition, and operating
results may be adversely impacted.
21. Statutory information
Together Solutions p.l.c. is a public liability company and is incorporated in Malta, with its place of
business at Mezzanine Office, The George Hotel, Triq Ball, Paceville, St Julians STJ 3123, Malta.
The immediate parent company is Gameday Group plc, a limited liability company incorporated and
domiciled in Malta, whose company registered address is Mezzanine Office, The George Hotel, Triq
Ball, Paceville, St Julians STJ 3123, Malta. The ultimate parent company is Cherry with Friends AB,
incorporated and domiciled in Sweden, with the address Furstenbergstan 4, 416 64 Goteborg,
Sweden.
22. Events after the reporting period
Subsequent to the reporting period, the Company successfully refinanced a substantial portion of its
existing 5.9% bonds maturing in 2024-2026. Bondholders holding €10,846,000 of these bonds opted
to roll over their investments into new bonds bearing a 6.25% interest rate, maturing in 2030-2032.
Additionally, these bondholders contributed top-up investments totalling €1,654,000. The new bonds
were officially listed on the Malta Stock Exchange on 11 February 2025. This strategic refinancing
initiative has significantly enhanced the Company's long-term financial stability.
Interest accrued on the existing 5.9% bonds that were rolled over was settled on 24 February 2025,
covering the period from 22 July 2024 to 9 February 2025. The first interest payment on the €12.5
million new bonds maturing in 2030-2032 is scheduled for 11 February 2026, at a 6.25% interest rate,
covering the period from 31 January 2025 to 11 February 2026 and on 11 February for annual interest
payments every year thereafter.
Subsequent to the reporting date, on 28 March 2025, the Company completed a buyback of €960,500
of its original 5.9% 2026 bonds. The buyback was carried out at a premium and reflects the
Company’s proactive approach to managing its debt profile by reducing both future repayment
obligations and associated interest costs. Following this transaction, the Company intends to repay
the outstanding €2,955,600, along with the accrued 5.9% interest, on the next scheduled interest
payment date, 22 July 2025.
RSM Malta is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network.
Each member of the RSM network is an independent accounting and consulting firm which practices in its own right.
The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Malta
Mdina Road,
Ħaż-Żebbuġ, Malta
ZBG 9015
T: 356 2278 7000
www.rsm.com.mt
37
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of Together Gaming Solutions p.l.c.
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of Together Gaming Solutions p.l.c. ("the
Company"), set out on pages 10 - 36, which comprise the statement of financial position as at 31
December 2024, the statement of comprehensive income, statement of changes in equity and statement
of cash flows for the year then ended, and notes to the financial statements, including a summary of
material accounting policy information.
In our opinion, the financial statements give a true and fair view of the financial position of the Company
as at 31 December 2024, and of its financial performance and its cash flows for the year then ended in
accordance with International Financial Reporting Standards (IFRS Accounting Standards) as adopted
by the European Union (EU), and have been properly prepared in accordance with the requirements of
the Maltese Companies Act (Cap. 386).
Our opinion is consistent with our additional report to the Audit Committee in accordance with the
provision of Article 11 of the EU Regulation No. 537/2014 on specific requirements regarding statutory
audits of public-interest entities.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Financial Statements section of our report. We are independent of the Company in accordance
with the ethical requirements of both the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence
Standards) (IESBA Code) and the Accountancy Profession (Code of Ethics for Warrant Holders)
Directive issued in terms of the Accountancy Profession Act (Cap. 281) in Malta that are relevant to our
audit of the financial statements, and we have fulfilled our other ethical responsibilities in accordance
with the IESBA Code and the Code of Ethics for Warrant Holders in Malta. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, we declare that non-audit services that we have provided to
the Company are in accordance with the applicable laws and regulations in Malta and that we have not
provided any non-audit services that are prohibited under Article 18A of the Accountancy Profession Act
(Cap 281).
The non-audit services that we have provided to the Company during the year are disclosed in Note 15
to these financial statements.
38
INDEPENDENT AUDITOR’S REPORT - continued
To the Shareholders of Together Gaming Solutions p.l.c.
Report on the Audit of the Financial Statements - continued
Key Audit Matters
Key audit matters are those matters that, in our professional judgement were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of
our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Valuation of Intangible Asset
The Company’s intangible asset which is the Platform and is carried at cost less accumulated
amortisation with a carrying value of €5,311,722 as at 31 December 2024.
Further detail is included in Note 4 to these financial statements.
Management believes that there are no impairment triggers due to constant development to the
Platform. This assessment also considers management’s future plans for this asset and that this asset
was determined to have a definite useful life and is being amortised.
Audit Response
We evaluated the suitability and appropriateness of management’s assessment by reviewing the
performance of the Company with the projections prepared by management. We also assessed the
appropriateness of disclosures in relation to the impairment assessment.
Based on our work performed, we noted that the carrying value and the related disclosures are
consistent with the explanations and evidence obtained.
Other Information
The directors are responsible for the other information. The other information comprises the directors’
report, and the corporate governance statement of compliance, but does not include the financial
statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the
other information and we do not express any form of assurance conclusion thereon except as explicitly
stated within the Report on other Legal and Regulatory Requirements.
In connection with our audit of the financial statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated. If, based on the work we have performed on the other information that we have obtained prior
to the date of this auditor’s report, 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.
39
INDEPENDENT AUDITOR’S REPORT - continued
To the Shareholders of Together Gaming Solutions p.l.c.
Report on the Audit of the Financial Statements - continued
Other Information - continued
Under Article 179(3) of the Maltese Companies Act (Cap. 386), we are required to consider whether the
information given in the directors’ report is compliant with the disclosure requirements of Article 177 of
the same Act.
Based on the work we have performed, in our opinion:
• the directors’ report has been prepared in accordance with the Maltese Companies Act (Cap. 386);
• the information given in the directors’ report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
• in light of our knowledge and understanding of the Company and its environment obtained in the
course of the audit, we have not identified material misstatements in the directors’ report.
Responsibilities of the Directors and Those Charged with Governance for the Financial
Statements
The directors are responsible for the preparation of financial statements that give a true and fair view in
accordance with IFRS Accounting Standards as adopted by the EU and the requirements of the Maltese
Companies Act (Cap. 386), and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to liquidate the Company or to
cease operations, or have no realistic alternative but to do so.
The directors have delegated the responsibility for overseeing the Company's financial reporting process
to the Audit Committee.
40
INDEPENDENT AUDITOR’S REPORT - continued
To the Shareholders of Together Gaming Solutions p.l.c.
Report on the Audit of the Financial Statements - continued
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Company
to cease to continue as a going concern.
• Evaluate the overall presentation, structure, and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
41
INDEPENDENT AUDITOR’S REPORT - continued
To the Shareholders of Together Gaming Solutions p.l.c.
Report on the Audit of the Financial Statements - continued
Auditor’s Responsibilities for the Audit of the Financial Statements - continued
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on the Statement of Compliance with the Code of Principles of Good Corporate
Governance
The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to
prepare and include in their Annual Report a Statement of Compliance providing an explanation of the
extent to which they have adopted the Code of Principles of Good Corporate Governance and the
effective measures that they have taken to ensure compliance throughout the accounting period with
those Principles.
The Capital Markets Rules also require the auditor to include a report on the Statement of Compliance
prepared by the directors.
We read the Statement of Compliance and consider the implications for our report if we become aware
of any apparent misstatements or material inconsistencies with the financial statements included in the
Annual Report. Our responsibilities do not extend to considering whether this statement is consistent
with any other information included in the Annual Report.
We are not required to, and we do not, consider whether the Board’s statements on internal control
included in the Statement of Compliance cover all risks and controls, or form an opinion on the
effectiveness of the Company's corporate governance procedures or its risk and control procedures.
In our opinion, the Statement of Compliance with the Principles of Good Corporate Governance set out
on pages 7 - 9 has been properly prepared in accordance with the requirements of the Capital Markets
Rules issued by the Malta Financial Services Authority.
42
INDEPENDENT AUDITOR’S REPORT - continued
To the Shareholders of Together Gaming Solutions p.l.c.
Report on Other Legal and Regulatory Requirements - continued
Report on compliance with the requirements of the European Single Electronic Format
Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6
We have undertaken a reasonable assurance engagement in accordance with the requirements of
Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) -
the Accountancy Profession (European Single Electronic Format) Assurance Directive (the “ESEF
Directive 6”) on the annual financial report of Together Gaming Solutions p.l.c. for the year ended 31
December 2024, entirely prepared in a single electronic reporting format.
Responsibilities of the directors
The directors are responsible for the preparation of the annual financial report, including the financial
statements, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the
ESEF RTS.
Auditor’s responsibilities
Our responsibility is to obtain reasonable assurance about whether the annual financial report, including
the financial statements, comply in all material respects with the ESEF RTS based on the evidence we
have obtained. We conducted our reasonable assurance engagement in accordance with the
requirements of ESEF Directive 6.
Our procedures included:
• Obtaining an understanding of the Company’s financial reporting process, including the preparation
of the annual financial report, in XHTML format.
• Examining whether the annual financial report has been prepared in XHTML format.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Opinion
In our opinion, the annual financial report for the year ended 31 December 2024 has been prepared in
XHTML format in all material respects.
43
INDEPENDENT AUDITOR’S REPORT - continued
To the Shareholders of Together Gaming Solutions p.l.c.
Report on Other Legal and Regulatory Requirements - continued
Other matters on which we are required to report by exception
Under the Maltese Companies Act (Cap. 386), we are required to report to you if, in our opinion:
• proper accounting records have not been kept; or
• proper returns adequate for audit have not been received from branches we have not visited; or
• the financial statements are not in agreement with the accounting records and returns; or
• we were unable to obtain all the information and explanations which, to the best of our knowledge
and belief, are necessary for the purposes of our audit.
We also have responsibilities under the Capital Markets Rules to review the statement made by the
directors that the business is a going concern together with supporting assumptions or qualifications as
necessary.
We have nothing to report to you in respect of these responsibilities.
Appointment
We were first appointed to act as auditors of the Company by the shareholders of the Company on 15
October 2021 for the year ended 31 December 2021, and we were subsequently reappointed by the
shareholders at the Company’s general meeting for the financial years thereafter. The period of
uninterrupted engagement as statutory auditor of the Company is four financial years.
RSM Malta
Registered Auditors
Mdina Road
Zebbug ZBG 9015
Malta
Bertrand Spiteri
Principal
30 April 2025