Company registration number: 03134634
COMPANY INFORMATION
CONTENTS
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Director presents his strategic report for the year ended 31 December 2024.
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.
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.
The Company's key financial and other performance indicators during the period were as follows:
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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.
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.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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 2024.
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 successof the company. These are:
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 successof 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.
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 programs, including employee volunteer activities to ensure a proportion of business resources is allocated to improving the community in which it operates.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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.
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.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their report and the financial statements for the year ended 31 December 2024.
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have 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 Directors must not approve the financial statements unless they are 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 Directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable 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 profit for the year, after taxation, amounted to £238 thousand (2023 - loss £19,348 thousand).
The Director has not recommended a final dividend payment in respect of the financial year ended 31 December 2024 (2023 - £Nil)
The Director who served during the year was:
The Company made charitable donations during the year of £5 thousand (2023 - £Nil).
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company has net current assets, excluding deferred tax, of £82,908 thousand (2023: £85,442 thousand). Excluding amounts due to/from related parties the Company has net current assets of £18,801 thousand (2022: £20,679 thousand). The Company made a profit of £238 thousand in the year (2023: loss of £19,348 thousand) and has continued to generate profit 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 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 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.
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.
within the new group structure and maximising the benefits of any market opportunities that arise.
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.
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.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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. The table below details the SECR-regulated energy and GHG emission sources from the current and previous reporting periods.
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. The table below details the SECR-regulated energy and GHG emission sources from the current and previous reporting periods.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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 consumption 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 2025 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 2024 we have taken steps to improve energy efficiency. These include:
The Company is committed to reducing its environmental impact and contribution to climate change through continuous improvement procedures. During 2024 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.
Please refer to Note 23 for details of post balance sheet events.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditor 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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OPENBET LIMITED
We have audited the financial statements of OpenBet Limited (the 'Company') for the year ended 31 December 2024, 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 policies. The 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).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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.
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
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 Directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OPENBET LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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 Directors' Report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OPENBET LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙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:
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.
financial statement items.
∙We understood how the Company is complying with the legal and regulatory frameworks by, making inquiries to
management, those responsible for legal and compliance procedures and the company secretary. We corroborated our
inquiries through our review of board minutes.
management, those responsible for legal and compliance procedures and the company secretary. 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 recognize non-compliance with laws and regulations. The assessment did not identify any
issues in this area.
capabilities to identify or recognize non-compliance with laws and regulations. The assessment did not identify any
issues in this area.
∙We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud
might occur. Audit procedures performed by the engagement team included:
might occur. Audit procedures performed by the engagement team included:
°Identifying and assessing the design effectiveness of controls 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 judgments 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 unusual journals and complex transactions.
°Misappropriation of funds through fraudulent purchase ledger and payroll activity.
°Manipulation of amounts subject to significant judgment or estimate.
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 Auditor's Report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF OPENBET LIMITED (CONTINUED)
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 2006. Our 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 Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
2nd Floor, Midas House
62 Goldsworth Road
Surrey
GU21 6LQ
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 35 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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.
The principal activity of the Company is disclosed in the Director's Report.
2.Accounting policies
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:
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 2024 and these financial statements may be obtained from :
https://investor.endeavorco .com/financials /annual-reports/.
https://investor.endeavorco .com/financials /annual-reports/.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company has net current assets, excluding deferred tax, of £82,908 thousand (2023: £85,442 thousand). Excluding amounts due to/from related parties the Company has net current assets of £18,801 thousand (2023: £20,679 thousand). The Company made a profit of £238 thousand in the year (2023: loss of £19,348 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.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
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:
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.
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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:
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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:
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.
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.
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 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Associates and Joint Ventures are held at cost less impairment.
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.
Page 23
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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.
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 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.
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 24
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Analysis of turnover by country of destination:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
11.Taxation (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Page 31
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 32
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 33
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Share premium account
Capital contribution reserve
Profit and loss account
Page 34
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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 £1,247 thousand (2023 - £1,246 thousand). Contributions totalling £182 thousand (2023 - £196 thousand) were payable to the fund at the reporting date and are included in creditors.
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.
During 2024, 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
During 2024, 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 35