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Company registration number: 03134634







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023


OPENBET LIMITED






































img6e54.png                        

 


OPENBET LIMITED
 


 
COMPANY INFORMATION


Director
J E Levin 




Company secretary
J E Levin



Registered number
03134634



Registered office
Building 6, Chiswick Park
566 Chiswick High Road

London

W4 5HR




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

1st Floor

Midas House

62 Goldsworth Road

Woking

Surrey

GU21 6LQ





 


OPENBET LIMITED
 



CONTENTS



Page
Strategic report
1 - 4
Director's report
5 - 9
Independent auditors' report
10 - 13
Statement of comprehensive income
14
Statement of financial position
15
Statement of changes in equity
16
Notes to the financial statements
17 - 37


 


OPENBET LIMITED
 


 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The Director presents his strategic report for the year ended 31 December 2023.

Review of the business
 
During the year, the Company continued to expand its development and enhancements of its OpenBet gambling platform along with other associated products. The Company offers service based, computerised software solutions for the gambling industry, which are capable of providing scalability and flexibility of the most demanding operators and therefore it is pivotal that investment in the Company’s offering is a priority to ensure it remains best in class.
The Company envisages these product enhancements to support new offerings over several years, complimenting existing products and aiding the continued shift in the Company’s business model to a more service-based offering.
The Director regards continued investment in new products as a prerequisite for medium and long-term success.

Key performance indicators
 
The Company's key financial and other performance indicators during the period were as follows:


2023
2022
      £000
      £000
Revenue and other income

54,775

42,583
 
Loss on ordinary activities before tax

(13,402)

(39,635)
 
Average number of employees

319

299
 

There has been an increase in revenue due to one-off non-recurring sales with underlying recurring revenue remaining strong. In the medium term, revenues are expected to grow as the Company expands into new territories.
Overall expenditure on administrative costs has decreased as costs stabilised in 2023 following restructuring activity related to the divestiture from Light and Wonder in 2022.
Headcount increased due to the consolidation of payrolls from across the Group into the Company as part of restructuring activity.
The Director’s view is that the Company have adequate resources to continue in business and is expected to grow as the Company realises the investments it has made in its service offering.

Page 1

 


OPENBET LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
The principal risk facing the Company is that its technologies will not be retained by its customers and any new technologies it introduces will not be accepted. The Company works directly with its customers to build products which align to customers needs.
The Company does not operate as a bookmaker. However, the Company’s products are betting applications and services supplied to bookmakers. Its customers are therefore subject to regulation in the jurisdictions in which they offer their services. This may involve the independent certification of the Company’s hardware and software.
The current regulations, which differ from jurisdiction to jurisdiction, and any future changes in such regulations, may affect the Company’s ability to sell technologies and services related to betting. The Company continues to proactively monitor regulations by jurisdiction to ensure limited impact on its services.
Other risks impacting the Company relate to cash flow risk, credit risk and liquidity risk.
Cash flow risk
The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. When necessary, the Company uses foreign exchange forward contracts and interest rate swap contracts to hedge these exposures. Interest bearing assets and liabilities are held at fixed rate to ensure certainty of cash flows.
Credit risk
The Company’s principal financial assets are bank balances and cash and trade and other receivables. The Company’s credit risk is primarily attributable to its trade receivables. The amounts presented in the Statement of Financial Position are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.
The Company has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.
Liquidity risk
In order to maintain liquidity to ensure sufficient funds are available for ongoing operations and future developments, the Company utilises available resources provided within the Company. Effective cashflow forecasting allows for the provision of Company resources for any significant cash outflows that could not be covered by the Company individually.

Page 2

 


OPENBET LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Director's statement of compliance with duty to promote the success of the Company
 
Section 172 of the Companies Act 2006 requires directors to have regard to the following in performing their duties, and as part of the process are required to consider, where relevant:
 
the likely consequences of any decisions in the long term;
the interests of the company’s employees;
the need to foster the company’s business relationships with suppliers, customers and others;
the impact of the company’s operations on the community and the environment;
the reputation for a high standard of business conduct; and
the need to act fairly as between members of the company.

The Director of the Company has acted in the way they consider in good faith and would be most likely promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172 (1) (a-f) of the Act) in the decisions taken in the year ended 31 December 2023.
In discharging their duty to promote the interests of the Company under section 172 of the Companies Act 2006, the Director of the Company has regard to a number of factors and stakeholders interests. These are described below.
The Company supplies software, hardware and related services to the betting industry. It has continued to provide enhancements to the OpenBet platform and products that will deliver a service based, computerised software solution to the most demanding operators. The duties of the Director in promoting the interests of the Company are aligned with those of the Company as a whole.
Identification of, and engagement with, stakeholder groups
The Company recognises the importance of maintaining strong relationships with its stakeholders in order to create sustainable long term value, and the Board encourages active dialogue and transparency with its stakeholder groups, particularly its customers and suppliers.
The Company and the wider group has identified three main stakeholders across the Group as a whole, which are relevant to the proper discharge of the duty of the Director of relevant group companies under section 172(1) to promote the success of the Company. These are: 
 
The Company's customers;
The Company's employees and the wider community; and
The Company's lenders and owners.

Long term consequences of business decisions and maintaining reputation for high standards of business conduct
The Company operates in a highly regulated sector, which is characterised by a large number of buyers and sellers and in an environment where maintaining a reputation for high standards is deemed to be critical. A number of the Company’s business relationships can last upwards of ten years, accordingly, consideration of long term consequences are an inherent part of the Company’s decision making processes.
As a company which is held by ultimate parent and controlling party Endeavor Group Holdings Inc., the Director considers that the interests of the Company and its ultimate owners are aligned in seeking sustainable value creation over the longer term promoting long term strategic decision making.
The Company operates a framework for employee information and consultation which complies with the requirements of the Information and Consultation of Employees Regulations 2005. During the year, the policy of providing employees with information, including information relating to the economic and financial factors affecting the performance of the Company, has been continued through regular new updates in which employees have also been encouraged to present their suggestions and views on the Company’s performance as well as any other matters that may be of interest. Regular meetings are held between local management and employees to allow a free flow of information and ideas.



 
Page 3

 


OPENBET LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Impact of the company’s operations on the community and the environment
The Company and wider group operate in the gambling sector and as such believe in customers using its products responsibly.
The Company and wider group support communities through a variety of programmes, including employee volunteer activities to ensure a proportion of business resources is allocated to improving the community in which it operates.
The Company and wider group aims to build environment sustainability into each business process and function. By making sustainability an integral part of the Company's business operations, value is created for stakeholders at the same time as protecting the environment.
Need to act fairly as between members of the company
The Company was wholly owned by OpenBet Technologies Limited and ultimately owned by the ultimate parent and controlling party, Endeavor Group Holdings Inc., at the balance sheet date. All decisions made by the Director are fully aligned with the interests of these members.


This report was approved by the board and signed on its behalf.



................................................
J E Levin
Director

Date: 30 October 2024

Page 4

 


OPENBET LIMITED
 


 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The Director presents his report and the financial statements for the year ended 31 December 2023.

Director

The Director who served during the year was:

J E Levin 

Principal activity

The principal activity of the Company is the design and supply of software and services for use as betting applications.

Director's responsibilities statement

The Director is responsible for preparing the Strategic report, the Director's report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the Director to prepare financial statements for each financial year. Under that law the Director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the Director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the Director is required to:


select suitable accounting policies and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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

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

The Director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable him to ensure that the financial statements comply with the Companies Act 2006He is 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.

Results and dividends

The loss for the year, after taxation, amounted to £19,348 thousand (2022: loss £34,087 thousand).
The Director has not recommended a final dividend payment in respect of the financial year ended 31 December 2023 
(2022: £Nil)

Political contributions

The Company made no political donations during the year (2022: £Nil).

Charitable donations

The Company made no charitable donations during the year (2022: £Nil).

Page 5

 


OPENBET LIMITED
 


 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Going Concern

The Company has net current assets, excluding deferred tax, of £85,442 thousand (2022: £115,692 thousand). Excluding amounts due to/from related parties the Company has net current assets of £20,679 thousand (2022: £9,698 thousand). The Company made a loss of £19,348 thousand in the year (2022: loss of £34,087 thousand) and has continued to generate losses post year end. The Director has reviewed the forecast and actual results of the Company’s activities for a period of at least 12 months from the signing of the Statement of Financial Position. Taking into account market conditions, the Director is satisfied that the Company has adequate resources to continue in business for the foreseeable future.
The Group performs regular cashflow forecasting and as a result is confident the group has adequate cash reserves for the Company to continue as a going concern. Consequently, the financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the company not be unable to continue as a going concern.
The Group has performed extensive forecasting activity across all its operations and have planned for downturn scenarios through the next 12 months as part of their going concern forecasting. Whilst any downturn would have an impact on profitability, in these scenarios the group remains able to provide this financial support to its subsidiaries.
The Director has also received confirmation of support from the Ultimate Parent, that if required, they will settle any amounts due between the group members for a period up until the Company is sold or up to 12 months from the date of the approval of the financial statements.

Disclosure of Information in the Strategic Report

The Company has chosen in accordance with Companies Act 2006, s.414C(11) to set out the company's strategic reporting information required by Large and Medium-sized Companies and Group (Accounts and Reports) Regulations 2008 Sch. 7 to be contained in the "Review of the business" and "Principal risks and uncertainties" sections of the Strategic report.

Employment of disabled persons

The Company gives full consideration to applications for employment from disabled persons where the candidate's particular aptitudes and abilities are consistent with adequately meeting the requirements of the job. Opportunities are available to disabled employees for training, career development and promotion. Where exisiting employees become disabled, it is the Company's policy to provide continuing employment wherevere practicable in the same or an alternative position to provide appropriate training to achieve this aim.

Employee involvement

The Company operates a framework for employee information and consultation, which complies with the requirements of the Information and Consultation of Employees Regulations 2005. During the year, the policy of providing employees with information, including information relating to the economic and financial factors affecting the performance of the Company, has been continued through regular new updates in which employees have also been encouraged to present their suggestions and views on the Company's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas. Employees participate directly in the success of the business through the Company's profit-sharing schemes. 

Streamlined Energy and Carbon Reporting Statement

The Companies Act 2006 (Strategic Report and Directors' Report) Regulation 2018 requires the Company to disclose annual UK energy consumption and Greenhouse Gas (GHG) emissions from SECR regulated sources. 
Reported energy and GHG emissions data is compliant with SECR requirements and has been calculated in accordance with the GHG Protocol and SECR guidelines. Energy and GHG emissions are reported from buildings and transport where operational control is held. This includes electricity, gaseous fuels such as natural gas, and business travel in company-owned and grey fleet vehicles. The table below details the SECR-regulated energy and GHG emission sources from the current and previous reporting periods.



Page 6

 


OPENBET LIMITED
 


 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022
Energy (kWh)

Natural Gas

137,020

602,661
 
Electricity

131,218

817,014
 
Grey fleet

-

7,348
 
Total energy

268,238

1,427,022
 
Emissions (tCO2e)

Scope 1 - Natural gas

-

111.6
 
Scope 1 - Controlled vehicles

1.16

-
 
Scope 2 - Natural gas

25.06

-
 
Scope 2 (LBM) - Electricity

27.17

172.0
 
Scope 3 - Grey fleet

-

2.5
 
Total SECR emissions

52.2

286.1
 
Emission intensity ratio

Intensity metric (£m turnover)

53

42.58
 
Emissions intensity (tCO2e / £m turnover)

0.98

6.72
 
Emission intensity ratio

Intensity metric (sq ft)

13,050

-
 
Emissions intensity (tCO2e / sq ft)

0.004

-
 

The Company changed office after it was acquired by Endeavor Group Holdings Inc on 30 September 2022. The prior year carbon reporting figures were split nine months using the data from the previous office and three months using data from the current office. The Company used company vehicles in 2022 but these vehicles were not carried over when the Company was acquired by Endeavor Group Holdings Inc.

Page 7

 


OPENBET LIMITED
 


 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Methodology

The following methodology has been applied to calculate the required energy and carbon data for SECR:

Energy consumption data for gas and other fuels used at the property has been gathered in the form of supplier invoices and meter readings taken at site.
Electricity, heating, and cooling usage data has been gathered in the form of supplier invoices, meter readings, and usage provided by the landlord. 
The total energy data associated with each data source has been collated to calculate the total energy usage.
This has been converted to GHG emissions by applying the appropriate 2022 UK Government GHG Conversion Factors for Company Reporting, in line with the GHG Protocol Corporate Standard methodology. 
The selected metric for the emissions intensity ratio is total floor area. Carbon emissions have been reported for each category per square footage for the reporting period. 
 
Actions taken to improve energy efficiency: 
The Company is committed to reducing its environmental impact and contribution to climate change through continuous improvement procedures. During 2023 we have taken steps to improve energy efficiency. These include: 

The Company has implemented remote working where possible and emissions associated with employees travelling to work have reduced significantly. 
At the main office premises occupied by the Company, there have been steps taken to reduce emissions from electricity, gas and water. This has been achieved through the Green To Screen initiative, they produce a monthly newsletter, hold talks and provide training to employees to provide methods of reducing business and personal consumption and improving energy efficiency.

Future developments

The Company intends to continue operating in the area of software development for gaming products, achieving synergies within the new group structure and maximising the benefits of any market opportunities that arise.

Disclosure of information to auditors

The Director at the time when this Director's report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the Company's auditors are unaware, and

he has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Page 8

 


OPENBET LIMITED
 


 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Auditors

The auditors, Menzies LLP, was appointed as auditor for OpenBet Limited on 2 July 2024 in accordance with section 485 of the Companies Act 2006.
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.
 





................................................
J E Levin
Director

Date: 30 October 2024

Page 9

 


OPENBET LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPENBET LIMITED

Opinion


We have audited the financial statements of OpenBet Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the Director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Other information


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


We have nothing to report in this regard.


Page 10

 


OPENBET LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPENBET LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic report and the Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Director's report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Director's report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Director's responsibilities statement set out on page 5, the Director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Director determines 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 Director is 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 Director either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 11

 


OPENBET LIMITED


img27d7.png
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPENBET LIMITED (CONTINUED)

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


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

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting
legislation. We determined that the following laws and regulations were most significant including:
 
The Companies Act 2006;
Financial Reporting Standard 101; and
General Data Protection Regulations.
 
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial
statement items.
 
We understood how the Company are complying with those legal and regulatory frameworks by making inquiries to
management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review
of board minutes.
 
The engagement partner assessed whether the engagement team collectively had the appropriate competence and
capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in
this area.
 
We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might
occur. Audit procedures performed by the engagement team included:
 
Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect
fraud;
Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
Challenging assumptions and judgements made by management in its significant accounting estimates; and
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
 
As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation
for fraud and identified the greatest potential for fraud in the following areas:
 
Posting of journals to the accounting software which are of a non-routine nature in terms of timing and amount;
Timing of revenue recognition; and
The use of management override of controls to manipulate results.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.

Page 12

 


OPENBET LIMITED


img339d.png
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPENBET LIMITED (CONTINUED)

Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Tom Woods FCA (Senior statutory auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
1st Floor
Midas House
62 Goldsworth Road
Woking
Surrey
GU21 6LQ

31 October 2024
Page 13

 


OPENBET LIMITED
 


 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£000
£000

  

Revenue
 4 
54,775
42,583

Cost of sales
  
(4,688)
(5,154)

Gross profit
  
50,087
37,429

Administrative expenses
  
(63,572)
(77,496)

Operating loss
 5 
(13,485)
(40,067)

Interest receivable and similar income
 9 
118
566

Interest payable and similar expenses
 10 
(35)
(134)

Loss before tax
  
(13,402)
(39,635)

Tax on loss
 11 
(5,946)
5,548

Loss for the financial year
  
(19,348)
(34,087)

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

The notes on pages 17 to 37 form part of these financial statements.

Page 14

 


OPENBET LIMITED
REGISTERED NUMBER:03134634



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

Fixed assets
  

Intangible assets
 12 
23,720
19,251

Tangible assets
 13 
854
1,096

Investments
 14 
60,556
44,918

  
85,130
65,265

Non current assets
  

Debtors due in more than one year

 15 

548
2,808

Current assets
  

Debtors: amounts falling due within one year
 15 
132,959
140,757

Cash at bank and in hand
  
11,984
2,671

  
144,943
143,428

Creditors: amounts falling due within one year
 16 
(59,501)
(21,790)

Net current assets
  
 
 
85,442
 
 
121,638

Total assets less current liabilities
  
171,120
189,711

Creditors: amounts falling due after more than one year
 17 
(830)
(1,620)

  

Net assets
  
170,290
188,091


Capital and reserves
  

Share premium account
 20 
888
888

Capital contribution reserve
 20 
163,150
163,150

Profit and loss account
 20 
6,252
24,053

  
170,290
188,091


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
J E Levin
Director

Date: 30 October 2024

The notes on pages 17 to 37 form part of these financial statements.

Page 15


 
OPENBET LIMITED

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023



Share premium account
Capital contribution reserve
Profit and loss account
Total equity


£000
£000
£000
£000



At 1 January 2022
888
118,677
(48,872)
70,693





Loss for the year and total comprehensive income (note 20)
-
-
(34,087)
(34,087)


Capital contribution (note 20)
-
44,473
-
44,473


Distributable reserves (note 20)
-
-
105,000
105,000


Share based compensation (note 21)
-
-
2,012
2,012





At 1 January 2023
888
163,150
24,053
188,091





Loss for the year and total comprehensive income (note 20)
-
-
(19,348)
(19,348)


Share based compensation (note 21)
-
-
1,547
1,547



At 31 December 2023
888
163,150
6,252
170,290



The notes on pages 17 to 37 form part of these financial statements.

Page 16

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

The Company is a private company, limited by shares and incorporated and registered in Engalnd and Wales, United Kingdom. The address of its registered office is Building 6, Chiswick Park, 566 Chiswick High Road, London, England, W4 5HR.
The principal activity of the Company is disclosed in the Director's Report.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

This information is included in the consolidated financial statements of Endeavor Group Holdings Inc as at 31 December 2023 and these financial statements may be obtained from:
https://investor.endeavorco .com/financials /annual-reports/.

  
2.3

Exemptions from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent entity established by law of an EEA State and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

Page 17

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Going concern

The Company has net current assets, excluding deferred tax, of £85,442 thousand (2022: £115,692 thousand). Excluding amounts due to/from related parties the Company has net current assets of £20,679 thousand (2022: £9,698 thousand). The Company made a loss of £19,348 thousand in the year (2022: loss of £34,087 thousand) and have continued to generate losses post year end. The Director has reviewed the forecast and actual results of the Company’s activities for a period of at least 12 months from the signing of the Statement of Financial Position. Taking into account market conditions, the Director is satisfied that the Company has adequate resources to continue in business for the foreseeable future.
The Director has also received confirmation of support from the Ultimate Parent, that if required, they will settle any amounts due between the group members for a period up until the Company is sold or up to 12 months from the date of the approval of the financial statements.

 
2.5

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Determination of performance obligations and timing of transfer of control vary based on the nature of the contract. 
Contracts can contain multiple obligations, including the following: 
(i) Implementation of customised software solution and the associated software licence.
(ii) Support services.
(iii) Professional development services.
Implementation of Software and Software Licence Revenue Recognition 
Licence fees are recognised once all the relevant acceptance criteria have been met and the performance obligations are deemed to have transferred to the customer. Licences are generally provided up-front on the outset of the contract are therefore recognised as revenue immediately, where licence fees are for a specific term, or the Company is required to provide further functionality over a specific period, revenue is recognised ratably over the time the functionality is provided to the customer. 
In some instances, the Company earns licence revenue calculated as a percentage of the customer's incremental revenues earned from deploying the Company's applications (a revenue-share arrangement). Revenue in such instances is recognised ratably in proportion to the total expected incremental revenues. 
In instances where the Company has obligations to pay a third party under a revenue-share arrangement, consideration is given as to whether to show the revenue and costs gross or net. In making this assessment, the Company considers whether, in substance, it is acting as principal or as agent in the relationship. 
Support and Maintenance 
Support and Maintenance is generally contracted on an annual basis. Support services and hardware rental are considered stand-ready obligations, therefore control transfers and revenue is recognised over time as the service is delivered. 
Software Development 
Software Development provides customers with enhanced and/or specific functionality in addition to the core licensed products. These services generally relate to post-go live development, and control transfers and revenue is recognised over time as services are rendered. 
Where the Company is contracted on a time and materials' basis and no material performance obligations still exist, revenue is recognised as the incremental services are delivered. In the case of fixed price contracts, revenue is recognised over time as services are provided, where services rendered cannot be reliably estimated, revenue is deferred until such time as they can. 
 
Page 18

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.5
Revenue recognition (continued)

Professional Services 
Professional Services (e.g. consulting, project management and training) are generally provided alongside Software Development. Where the Company is contracted on a 'time and materials' basis and no material performance obligations still exist, revenue is recognised as the incremental services are delivered. In the case of fixed price contracts, revenue is recognised over time as services are provided, where services rendered cannot be reliably estimated; revenue is deferred until such time as they can. 
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for good and services provided in the normal course of business, net of discounts, VAT and other sales-related taxes. 

Rendering of services 
Revenue from a contract to provide services is recognised by reference to the stage of completion of the contract. The stage of completion takes into account the relevant performance obligations which have been transferred to the customer, this has been determined as follows: 

The transfer of software and other areas of certain licences and guarantees which are embedded within contracts are recognised immediately on the initial delivery of the contract as performance obligations in respect of these services are deemed to be passed immediately. 
Support services are considered stand-ready obligations, therefore control transfers and revenue is recognised over time proportionally over the term of the support period. 
Professional development services which relate to post-go live development, and control transfers are recognised over time as services are rendered. 

Interest revenue 
Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

 
2.6

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 19

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.7

Right-of-use assets

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, 
Impairment in respect of onerous leases, and 
Dilapidation provisions to be incurred for restoring the site or asset back to its original position. 

The Company elects not to recognise right of use assets and corresponding liabilities for short-term leases with terms of twelve months or less, and low value leases. Lease payments on these assets are expensed on a straight-line basis to the profit and loss account.

 
2.8

Leases

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 a standard discount rate. Lease payments are formed of either fixed payments as stipulated within the lease agreement or variable lease payments as stipulated by the lease agreement if dependent on an index or a rate. Variable lease payments that do not depend on an index or rate are expensed in the period in which they are incurred directly to the profit and loss account.

 
2.9

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which is 3 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.10

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.11

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 20

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 21

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.14

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation period are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. 

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses. 
Internally-generated intangible assets - research and development expenditure 
Expenditure on research activities is recognised as an expense in the period in which it is incurred. 
An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if all of the following conditions have been demonstrated: 
 
the technical feasibility of completing the intangible asset so that it will be available for use or sale; the intention to complete the intangible asset and use or sell it; 
the ability to use or sell the intangible asset; 
how the intangible asset will generate probable future economic benefits; 
the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and 
the ability to measure reliably the expenditure attributable to the intangible asset during its development. 

The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred. 
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. 
Intangible assets are amortised on a straight-line basis from the date they are available for use over three years. 
Derecognition of intangible assets 
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

Page 22

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.15

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
Lesser of useful life or lease term
Fixtures and fittings
-
3-5 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

  
2.16

Impairment of tangible and intangible assets

At each statement of financial position date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. 
An intangible asset with an indefinite useful life is tested for impairment at least annually and whenever there is an indication that the asset may be impaired. 
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. 
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. 
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Page 23

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.17

Associates and joint ventures

Associates and Joint Ventures are held at cost less impairment.

 
2.18

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.19

Receivables

Short-term receivables are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets are grouped based on shared credit risk characteristics and the days past due. The contract assets relate to unbilled work in progress and have substantially the same risk characteristics as the trade receivables for the same types of contracts. The company has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.

 
2.20

Payables

Payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

  
2.21

Share Based Compensation

The Company is part of a share incentive scheme, whereby the ultimate parent company issues its own equity instruments to employees, which are treated as equity-settled share-based transactions. The company recognises the expense related to services provided to the company as part of its administrative expenses. The cost of these equity-settled transactions is measured initially at the fair value at the grant date, which is expensed over the period until the vesting date, with recognition of a corresponding increase in equity.

 
2.22

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 24

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, the Director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period of the revision if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Critical judgements in applying the Company's accounting policies
The following are critical judgements, apart from those involving estimations (which are dealt with separately below), that the Director has made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in financial statements.

Revenue recognition
The Director is required to use his judgement in determining the timing of certain performance obligations. An assessment as to whether revenue is recognised over either time or a point in time needs to be made for all new contracts. Where revenue is recognised at a point in time, judgement as to which point in time the performance obligation is transferred to the customer must be made. 
Internally generated intangible assets
The Director has exercised their judgement when determining whether research and development expenditure meets the conditions of internally generated intangible fixed assets that have been presented in note 12 of the financial statements. Expenditure that is judged to meet the criteria is capitalised and amortised over a three year period. Expenditure that is not judged to meet the criteria is expensed directly to the Statement of Comprehensive Income.

Non-recognition of Deferred Tax Asset
Under IAS12, the recognition of deferred tax asset is contingent upon the availability of future taxable profits against which the temporary timing differences can be utilised. In making the assessment, the directors have determined that although there is a positive outlook, there is uncertainty around the timing and realisation of future profits.
As a result, the Directors have decided not to recognise a deferred tax asset of £10,719 thousand (2022: £4,079 thousand) in the financial statements for the year ended 31 December 2023.
The judgement will be reviewed on an ongoing basis, and if future taxable profits become probable, the recognition of the deferred tax asset will be reconsidered in accordance with IAS12 requirements.
Key sources of estimation uncertainty

Intangible Assets
The Director is required to use their judgement when determining the usual economic lives of intangible assets. Uncertainty arises in determining the length of time for which the business will derive economic benefit from the assets and thus the useful economic life that should be applied. The usual economic lives impacts the amortisation charged during the year and as such could have a material impact on both the carrying value of the intangible assets and the profit for the year.
 


Page 25

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Revenue

An analysis of revenue by class of business is as follows:


2023
2022
£000
£000

Rendering of services
54,775
42,583

54,775
42,583


Analysis of revenue by country of destination:

2023
2022
£000
£000

United Kingdom
39,073
32,172

Rest of Europe
11,442
7,776

Rest of the world
4,260
2,635

54,775
42,583



5.


Operating loss

The operating loss is stated after charging:

2023
2022
£000
£000

Depreciation expense
510
734

Exchange differences
228
(1,278)

Depreciation on right of use asset
-
318

Amortisation expense
10,409
17,172

Staff costs
24,369
24,843

Revaluation of intangibles
-
(5,378)

Defined contribution pension cost

1,246
1,240

Page 26

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2023
2022
£000
£000

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
84
-

Fees payable to the Company's auditors and their associates in respect of:

Preparation of the financial statements
6
-


The prior year auditors' remuneration is disclosed in the financial statements of the Company's parent, OpenBet Technologies Limited.



7.


Employees

Staff costs were as follows:


2023
2022
£000
£000

Wages and salaries
20,011
20,476

Social security costs
3,112
3,260

Cost of defined contribution scheme
1,246
1,107

24,369
24,843


The average monthly number of employees, including the Director, during the year was as follows:


        2023
        2022
            No.
            No.







Administration and support
48
47



Sales, marketing and distribution
19
18



Other departments
252
234

319
299


8.


Director's remuneration



The Director was paid by Don Best Sports Corporation, a fellow company within Endeavor Group Holdings Inc. 
It is not possible to determine the element of his remuneration which relates solely to his services as Director of the Company.

Page 27

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Interest receivable

2023
2022
£000
£000


Other interest receivable
118
566

118
566


10.


Interest payable and similar expenses

2023
2022
£000
£000


Other interest payable
35
134

35
134


11.


Taxation


2023
2022
£000
£000



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
5,946
(5,297)

Adjustments in respect of prior periods
-
(251)

Total deferred tax
5,946
(5,548)


Tax on loss
5,946
(5,548)
Page 28

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£000
£000


Loss on ordinary activities before tax
(13,402)
(39,635)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
(3,152)
(7,531)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
5
23

Adjustments to tax charge in respect of prior periods
-
(251)

Deferred tax on hybrid losses carried forward not recognised
2,172
4,079

Net share scheme deductions
(355)
382

Movement in deferred tax due to increase in tax rate
-
(2,250)

Derecognition of deferred tax previously recognised
5,946
-

Group relief
1,363
-

Utilisation of unrecognised deferred tax
(33)
-

Total tax charge for the year
5,946
(5,548)

Global minimum top-up tax
In December 2022, the Organization for Economic Co-operation and Development ("OECD") proposed Global Anti-Base Erosion Rules, which provides for changes to numerous long-standing tax principles including the adoption of a global minimum tax rate of 15% for multinational enterprises ("GloBE rules"). The UK has enacted legislation to adopt GloBe rules which will come into effect from 1 January 2024, therefore there is no current tax impact for the year ended 31 December 2023. The Company is not expecting to pay material top-up taxes in the future and the management is not currently aware of any circumstances under which this might change. The Company has applied a temporary mandatory relief from deferred tax accounting for the impacts of the top-up tax and accounts for it as a current tax when it is incurred.

Page 29

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Intangible assets




Software intangible assets
Internally generated software development
Total

£000
£000
£000



Cost


At 1 January 2023
950
48,342
49,292


Additions
-
14,879
14,879


Disposals
(175)
(26,130)
(26,305)



At 31 December 2023

775
37,091
37,866



Amortisation


At 1 January 2023
221
29,821
30,042


Charge for the year on owned assets
120
10,289
10,409


On disposals
(175)
(26,130)
(26,305)



At 31 December 2023

166
13,980
14,146



Net book value



At 31 December 2023
609
23,111
23,720



At 31 December 2022
729
18,522
19,251




Page 30

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Tangible fixed assets





Leasehold improvements
Furniture, fittings, equipment and other
Total

£000
£000
£000



Cost or valuation


At 1 January 2023
1,453
5,683
7,136


Additions
16
251
267


Disposals
(1,453)
(4,147)
(5,600)



At 31 December 2023

16
1,787
1,803



Depreciation


At 1 January 2023
1,453
4,586
6,039


Charge for the year on owned assets
2
508
510


Disposals
(1,453)
(4,147)
(5,600)



At 31 December 2023

2
947
949



Net book value



At 31 December 2023
14
840
854



At 31 December 2022
-
1,096
1,096

Disposals relate to assets fully depreciated and no longer in use.

Page 31

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Investments





Investments in subsidiary companies

£000



Cost or valuation


At 1 January 2023
44,918


Additions
15,638



At 31 December 2023
60,556




In February 2023, the Company invested in the newly incorporated OpenBet (Gibraltar) Limited for consideration of £1,000.
In June 2023, the Company acquired Neccton GmbH, which consists of Neccton Holding ONE GmbH, Neccton Holding TWO GmbH and Neccton GmbH, for a fixed fee of EUR 15,525,000 plus adjustments and holdback consideration (which in total is the equivalent to £15,636,636).


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

OpenBet India Private Limited
Level 8, Navigator Building, ITPL, Whitefield Road, Bangalore, Karnataka 560066, India
Software publishing and consultancy
Ordinary
99.99%
OpenBet Ukraine Limited Liability Company
Kulparkivska St, 200a, Lviv, Ukraine, 79071
Software publishing and consultancy
Ordinary
100%
Sportcast Pty Ltd
The Commons Cremorne, 10-20 Gwynne Street, Cremorne VIC 3121, Australia
Software publishing and consultancy
Ordinary
100%
OpenBet (Gibraltar) Limited
Madison Building, Midtown, Queensway, GX11 1AA, Gibraltar
Software licensing, development and support services on behalf of its corporate parent
Ordinary
100%
Neccton GmbH
Gertrude-Fröhlich-Sandner-Straße 2, Vienna, 1100, Austria
Programming activities
Ordinary
100%









Page 32

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Debtors

2023
2022
£000
£000

Due after more than one year

Accrued income
548
-

Prepayments
-
2,808

548
2,808


2023
2022
£000
£000

Due within one year

Trade debtors
5,585
7,271

Amounts due from parent
113,654
115,099

Amounts due from other group companies
2,483
3,068

Other debtors
5,234
3,055

Accrued income
6,003
5,389

Tax recoverable
-
929

Deferred taxation
-
5,946

132,959
140,757



16.


Creditors: Amounts falling due within one year

2023
2022
£000
£000

Trade creditors
780
1,322

Amounts owed to group undertakings
51,374
12,175

Other taxation and social security
957
929

Other creditors
3,504
2,943

Accruals and deferred income
2,886
4,421

59,501
21,790


Page 33

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Creditors: Amounts falling due after more than one year

2023
2022
£000
£000

Amounts owed to group undertakings
745
-

Other non-current financial liabilities
-
1,620

Deferred income
85
-

830
1,620



18.


Deferred taxation




2023


£000






At beginning of year
5,946


Charged to profit or loss
(5,946)



At end of year
-

The deferred tax asset is made up as follows:

2023
2022
£000
£000


Fixed asset timing differences
-
(287)

Short term timing differences
-
67

Share scheme deduction
-
387

Losses
-
5,779

-
5,946

Under IAS12, the recognition of deferred tax assets is contingent upon the availability of future taxable profits against which the temporary timing differences can be utilised. In making the assessment, the directors have determined that although there is a positive outlook, there is uncertainty around the timing and realisation of future profits.
As a result, the Directors have decided not to recognise a deferred tax asset of £10,719 thousand (2022: £4,079 thousand) in the financial statements for the year ended 31 December 2023.
The judgement will be reviewed on an ongoing basis, and if future taxable profits become more probable, the recognition of the deferred tax asset will be reconsidered in accordance with IAS12 requirements.

Page 34

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1,363,264 (2022 - 1,363,264) Ordinary shares of £0.00010 each
136
136



20.


Reserves

Share premium account

Represents any premiums received on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from the share premium.

Capital contribution reserve

As of 31 December 2023 the capital contribution reserve is £163,150 thousand (2022: £163,150 thousand).

Profit and loss account

The profit and loss account reserve represents cumulative profits and losses.

Page 35

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Restricted Stock Units (RSUs)

Share-based compensation in the form of RSUs are offered to employees by the former ultimate parent company (Light & Wonder Inc.), with expenses recognised within the company for the employees providing services to the company. The terms of such RSU awards, including the vesting schedule of such awards, were determined by the former ultimate parent company subject to the terms of the applicable equity-based compensation plan.
RSUs vest in a range of instalments with some vesting immediately in full and some vesting in equal instalments on anniversary of the grant for up to 4 years.
Share-based compensation plans are settled in the former ultimate parent company's equity with the expense recognised within the company at fair value of the related awards in accordance with IFRS 2. RSUs are granted with exercise prices that are not less than the fair market value of common shares of the former ultimate parent company at the date of grant.

Weighted average price (per share)
             £
2023
Number of RSUs
Total
2023
Weighted average price (per share)
£
2022
Number of RSUs
Total
2022

RSUs outstanding brought forward

44

43,002

50
 
48,080
 
Transferred

30

7,519

 
-
 
Vested

46

(22,219)

46
 
(63,616)
 
Cancelled

51

(1,394)

51
 
(3,086)
 
Granted


-

44
 
61,624
 
RSUs outstanding carried forward
64

26,908

44
 
43,002
 

The total charge to the profit and loss during the year from share based remuneration is £1,547,019 (2022: £2,012,000).
The entity has taken the FRS 101 reduced disclosure exemption relating to the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment. Therefore, the above does not include RSUs for entities within the same group.



22.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £1,246 thousand (2022 - £1,240 thousand). Contributions totalling £196 thousand (2022 - £188 thousand) were payable to the fund at the reporting date and are included in creditors.

Page 36

 


OPENBET LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Controlling party

The Company is a wholly owned subsidiary of OpenBet Technologies Limited which is incorporated in the United Kingdom and registered in England and Wales. OpenBet Technologies Limited is also the immediate parent undertaking for the Company.
The ultimate parent and controlling party is Endeavor Group Holdings Inc, incorporated and registered in Delaware, United States of America. This is the largest and smallest group required to prepare group consolidated financial statements.
Copies of the financial statements of Endeavor Group Holdings Inc. can be obtained from:
https://investor.endeavorco .com/financials /annual-reports

 
Page 37