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Company registration number: 06712030







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


OPENBET TECHNOLOGIES LIMITED






































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OPENBET TECHNOLOGIES LIMITED
 


 
COMPANY INFORMATION


Director
J E Levin 




Company secretary
J E Levin



Registered number
06712030



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 TECHNOLOGIES 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 - 29


 


OPENBET TECHNOLOGIES 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.

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


2023
2022
      £000
      £000
Revenue

35,057

30,568
 
Profit/(Loss) on ordinary activities before tax

1,065

(8,180)
 

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.
The Director’s view is that the Company has 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 TECHNOLOGIES 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 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 a limited number of key customers which management has identified as a potential credit risk. The Company also provides services to the rest of the OpenBet group which would financially support the Company. Therefore, management have no issues with the Company’s ability to continue as a going concern.
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 TECHNOLOGIES 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.
 
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.

 
Page 3

 


OPENBET TECHNOLOGIES LIMITED
 



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

Need to act fairly as between members of the company
The Company was wholly owned by OpenBet Holdco Limited (incorporated in Jersey) 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 TECHNOLOGIES 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 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 £707 thousand (2022: loss £6,054 thousand).

The Director has not recommended a final dividend payment in respect of the financial year ended 31 December 2023 (2022: £110,815 thousand distributable reserves as part of the reorganisation of the Company).

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 TECHNOLOGIES LIMITED
 


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

Going concern

The Company has net current liabilities, excluding deferred tax, of £95,253 thousand (2022: net current liabilities £92,801 thousand). Excluding amounts due to/from related parties the Company has net current assets of £12,028 thousand (2022: £17,634 thousand). The Company has made a loss of £707 thousand in the year (2022: loss of £6,054 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 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 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.

Streamlined Energy and Carbon Reporting (SECR) Statement

The Companies Act 2006 (Strategic Report and Directors' Report) Regulation 2018 requires OpenBet 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 TECHNOLOGIES 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

-

112
 
Scope 2 (LBM) - Electricity

27.17

172
 
Scope 2 - Natural gas

25.06

-
 
Total SECR emissions

52.2

283.6
 
Emission intensity ratio

Intensity metric (£m turnover)

38.55

42.58
 
Emissions intensity (tCO2e / £m turnover)

1.35

6.66
 
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 TECHNOLOGIES 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 properties 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 IMG Media's landlords. 
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: 

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 supply of software and services for betting products, enhancing our partnerships with operators 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 that would require adjustment of these financial statements.

Page 8

 


OPENBET TECHNOLOGIES LIMITED
 


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


Auditors

The auditor, Menzies LLP, was appointed as auditor for OpenBet Technologies 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 the 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 TECHNOLOGIES LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPENBET TECHNOLOGIES LIMITED

Opinion


We have audited the financial statements of OpenBet Technologies 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 profit 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 TECHNOLOGIES LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPENBET TECHNOLOGIES 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 TECHNOLOGIES LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPENBET TECHNOLOGIES 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 TECHNOLOGIES LIMITED


img2c4a.png
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPENBET TECHNOLOGIES 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 TECHNOLOGIES LIMITED
 


 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£000
£000

  

Revenue
 4 
35,057
30,568

Cost of sales
  
(8,046)
(1,656)

Gross profit
  
27,011
28,912

Administrative expenses
  
(25,971)
(37,295)

Operating profit/(loss)
 5 
1,040
(8,383)

Interest receivable and similar income
 8 
34
204

Interest payable and similar expenses
 9 
(9)
(1)

Profit/(loss) before tax
  
1,065
(8,180)

Tax on profit/(loss)
 10 
(1,772)
2,126

Loss for the financial year
  
(707)
(6,054)

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

There was no other comprehensive income for 2023 (2022: £NIL).

The notes on pages 17 to 29 form part of these financial statements.

Page 14

 


OPENBET TECHNOLOGIES LIMITED
REGISTERED NUMBER:06712030



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£000
£000

  

Fixed assets
  

Investments
 11 
337,856
337,856

  
337,856
337,856

Non current assets
  

Debtors due after more than 1 year

 12 

5,722
2,151

Current assets
  

Debtors: amounts falling due within one year
 12 
22,342
21,740

Cash at bank and in hand
  
2,668
3,305

  
25,010
25,045

Creditors: amounts falling due within one year
 13 
(120,263)
(116,074)

Net current liabilities
  
 
 
(95,253)
 
 
(91,029)

Total assets less current liabilities
  
242,603
246,827

  

Creditors: amounts falling due after more than one year
 14 
(54)
-

  

Net assets
  
248,271
248,978


Capital and reserves
  

Called up share capital 
 16 
1,000
1,000

Share premium account
 17 
44,912
44,912

Capital contribution reserve
 17 
106,005
106,005

Profit and loss account
 17 
96,354
97,061

  
248,271
248,978


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 October 2024.




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

The notes on pages 17 to 29 form part of these financial statements.

Page 15

 


OPENBET TECHNOLOGIES LIMITED
 



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


Called up share capital
Share premium account
Capital contribution reserve
Profit and loss account
Total equity

£000
£000
£000
£000
£000


At 1 January 2022 (as previously stated)
167,632
1
130,794
(76,202)
222,225

Prior year adjustment - correction of error
-
-
-
3,500
3,500


At 1 January 2022 (as restated)
167,632
1
130,794
(72,702)
225,725



Loss for the year and total comprehensive income
-
-
-
(6,054)
(6,054)

Bonus issue
120,000
-
(120,000)
-
-

Share capital reduction
(286,632)
-
-
286,632
-

Distributable reserves
-
-
-
(110,815)
(110,815)

Shares issued during the year
-
44,911
-
-
44,911

Capital contribution
-
-
95,211
-
95,211



At 1 January 2023
1,000
44,912
106,005
97,061
248,978



Loss for the year and total comprehensive income
-
-
-
(707)
(707)


At 31 December 2023
1,000
44,912
106,005
96,354
248,271


The notes on pages 17 to 29 form part of these financial statements.

Page 16

 


OPENBET TECHNOLOGIES LIMITED
 


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

1.


General information

OpenBet Technologies Limited (the Company) is a private company limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. 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 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

Exemption 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 TECHNOLOGIES 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 liabilities, excluding deferred tax, of £95,253 thousand (2022: net current liabilities £92,801 thousand). Excluding amounts due to/from related parties the Company has net current assets of £12,028 thousand (2022: £17,634 thousand). The Company has made a loss of £707 thousand in the year (2022: loss of £6,054 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 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 actual 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 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 TECHNOLOGIES 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.

 
2.7

Interest income

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

Page 19

 


OPENBET TECHNOLOGIES LIMITED
 


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

2.Accounting policies (continued)

 
2.8

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.

 
2.9

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.

 
2.10

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.

Page 20

 


OPENBET TECHNOLOGIES LIMITED
 


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

2.Accounting policies (continued)

 
2.11

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.

 
2.12

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.

  
2.13

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. 
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). 
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Page 21

 


OPENBET TECHNOLOGIES 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, which are described in note 2, the Director is required to make judgements, estimates and assumptions about the carrying amounts 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 in which the estimate is revised 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 the 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. 

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 £163 thousand (2022 restated - £163 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.


4.


Revenue

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


2023
2022
£000
£000

Rendering of services
35,057
30,568

35,057
30,568


2023
2022
£000
£000

Rest of Europe
4,894
4,654

Rest of the world
30,163
25,914

35,057
30,568


Page 22

 


OPENBET TECHNOLOGIES LIMITED
 


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

5.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

2023
2022
£000
£000

Net foreign exchange losses
390
9,155


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
67
230

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

Preparation of the financial statements
5
-


The audit fee for 2023 is the audit fee for OpenBet Technologies Limited. The prior year audit fee includes the audit fee for OpenBet Technologies Limited and its subsidiaries, OpenBet Limited and OpenBet Retail Limited.





7.


Director's Remuneration

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


8.


Interest receivable

2023
2022
£000
£000


Interest receivable from group companies
-
164

Other interest receivable
34
40

34
204

Page 23

 


OPENBET TECHNOLOGIES LIMITED
 


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

9.


Interest payable and similar expenses

2023
2022
£000
£000


Interest expense
9
1

9
1


10.


Taxation


2023
2022
£000
£000

Corporation tax


Adjustments in respect of prior periods
-
(354)


Total current tax
-
(354)

Deferred tax


Origination and reversal of timing differences
26
(1,772)

Adjustments in respect of prior periods
1,746
-

Total deferred tax
1,772
(1,772)


Tax on profit/(loss)
1,772
(2,126)
Page 24

 


OPENBET TECHNOLOGIES LIMITED
 


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


Factors affecting tax charge for the year

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

2023
2022
£000
£000


Profit/(loss) on ordinary activities before tax
1,065
(8,180)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 -19%)
250
(1,554)

Effects of:


Expenses not deductible for tax purposes
4
41

Movement in deferred tax due to increase in tax rate
-
(426)

Group relief surrendered
(228)
166

Adjustment in respect of prior periods
1,746
(353)

Total tax charge for the year
1,772
(2,126)


Factors that may affect future tax charges

There were no factors that may affect futures tax charges. 

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 25

 


OPENBET TECHNOLOGIES LIMITED
 


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

11.


Investments





Investments in subsidiary companies

£000



Cost or valuation


At 1 January 2023
457,001



At 31 December 2023

457,001



Impairment


At 1 January 2023
119,145



At 31 December 2023

119,145



Net book value



At 31 December 2023
337,856



At 31 December 2022
337,856


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

OpenBet Singapore Pte. Limited
16 Raffles Quay, #33-03, Singapore, 048581
Software licensing, development and support services on behalf of its corporate parent.
Ordinary
100%
OpenBet Limited
Building 6, Chiswick Park, 566 Chiswick High Road, London, England, W4 5HR
Design and supply of software and services for use as betting applications
Ordinary
100%
OpenBet Retail Limited
Building 6, Chiswick Park, 566 Chiswick High Road, London, England, W4 5HR
Design and supply of hardware, software and support services in relation to display and EPOS systems for the retail betting industry
Ordinary
100%
OpenBet Asia Pacific Pty Limited
Tower 2, Collins Square, 727 Collins Street,Melbourne, VIC 3008
To provide support services to its parent Company which is involved in the design and supply of software and services for use as betting applications
Ordinary
100%
OpenBet India Private Limited
Level 8, Navigator Building, ITPL, Whitefield Road, Bangalore, Karnataka 560066, India
Distribution of digital sports and casino gaming
Ordinary
0.01%



Page 26

 


OPENBET TECHNOLOGIES LIMITED
 


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

12.


Debtors

As restated
2023
2022
£000
£000

Due after more than one year

Accrued income
5,722
2,151

5,722
2,151


As restated
2023
2022
£000
£000

Due within one year

Trade debtors
3,504
5,133

Amounts owed by group undertakings
11,434
3,015

Amounts owed by subsidiaries
-
1,751

Other debtors
4,213
1,529

Accrued income
2,978
8,346

Prepayments
212
194

Deferred taxation
-
1,772

22,341
21,740



13.


Creditors: Amounts falling due within one year

2023
2022
£000
£000

Trade creditors
279
203

Amounts owed to subsidiaries
118,661
115,147

Amounts owed to other group companies
54
54

Accruals and deferred income
1,269
670

120,263
116,074



14.


Creditors: Amounts falling due after more than one year

2023
2022
£000
£000

Deferred income
54
-

54
-


Page 27

 


OPENBET TECHNOLOGIES LIMITED
 


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

15.


Deferred taxation




2023


£000






At beginning of year
1,772


Charged to profit or loss
(1,772)



At end of year
-

The deferred tax asset is made up as follows:

2023
2022
£000
£000


Origination and reversal of timing differences
-
1,772

-
1,772

A deferred tax asset of £163  thousand (2022 restated - £163 thousand) has not been recognised (see note 3).


16.


Share capital

2023
2022
£000
£000
Allotted, called up and fully paid



100,000,000 (2022 - 100,000,000) Ordinary shares of £0.01 each
1,000
1,000



17.


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 share premium.

Capital contribution reserve

As of 31 December 2023 the Capital contribution reserve is £106,005 thousand (2022: £106,005 thousand).


18.


Prior year adjustment

During the year, the group conducted a comprehensive review of all contracts, which revealed that one contract's license revenue had not been recognised upfront at the contracts inception, as per the revenue recognition policy (note 2.4). This resulted in an adjustment that impacts the brought forward retained earnings and accrued income balances by £3,500 thousand. 

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OPENBET TECHNOLOGIES LIMITED
 


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

19.


Controlling party

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

 
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