Company Registration Number: C 72231
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements
31 December 2025
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
Pages
Directors’ report 1 - 8
Corporate Governance - Statement of Compliance 9 - 12
Statement of financial position 13
Statement of comprehensive income 14
Statement of changes in equity 15
Statement of cash flows 16
Notes to the financial statements 17 - 44
Independent auditor’s report 45 - 59
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
1
Directors’ report
The Board of Directors presents the audited financial statements of Together Gaming Solutions p.l.c. (the
“Company”), registration number C 72231, for the year ended 31 December 2025. The Company is a
subsidiary of Gameday Group plc and is part of Gameday Group plc (the “Group”). Gameday Group plc
was acquired by Cherry with Friends AB on 12 January 2024, and the ultimate parent company of the Group
and the Company is Cherry with Friends AB (the “Ultimate Group”).
The Company has its head office and registered address at Mezzanine Office, The George Hotel, Triq Ball,
Paceville, St Julians STJ 3123, Malta.
Principal activities
The Company serves as the B2B service provider within the Ultimate Group, owning the Ultimate Group's
primary intellectual property asset, the 'Enji' iGaming platform (‘Enji’ formerly 'Aleacc'). This platform is
offered to clients under a Malta Gaming Authority B2B licence. The Company provides the platform as a
turnkey solution to licensed operators, including the Group's B2C iGaming operators, and can extend this
service to third-party iGaming operators through comprehensive white-label solutions for launching and
operating online casino and sportsbook websites.
The Company's commercial model is principally revenue-share based. Platform fees are earned as a
percentage of the B2C gaming revenues generated by the Group online gaming licensed operators utilising
the Enji platform. Accordingly, the financial performance of the Company is directly correlated with, and
benefits from, the growth trajectory of the Group's B2C operations. The 2024 merger with Cherry with
Friends AB was transformative in this respect, substantially broadening the base of B2C Group entities
utilising the Enji platform and creating a significantly enlarged pool of underlying gaming revenues from
which the Company's platform fees are derived.
Review of the business
During the year ended 31 December 2025, the Company continued to operate as the B2B service provider
arm of the Ultimate Group, generating revenue primarily from turnkey platform services and, to a lesser
degree, white-label services.
Gross revenue for the year amounted to €6,213,535 (2024: €5,142,108). Revenue net of directly attributable
costs for the year amounted to €5,888,221 (2024: €3,935,870), reflecting a significant year-on-year increase
of 49.6%. The primary driver of this growth was a substantial increase in turnkey platform fee revenues,
which rose to €5,376,991 (2024: €3,238,710), representing an increase of €2,138,281, or approximately
66%, year-on-year.
This strong revenue performance reflects the material expansion of B2C gaming activity across the Group's
online gaming licensed operators utilising the Enji platform. As the Company earns platform fees calculated
as a percentage of the B2C revenues generated by these operators, the significant increase in aggregate
B2C gaming revenues across the Group's expanding portfolio of licensed B2C entities translated directly
into substantially higher platform fee income for the Company. The full-year contribution in 2025 of B2C
activity established following the January 2024 merger with Cherry with Friends AB was a key factor in this
performance, alongside organic revenue growth from existing B2C operations.
White-label service revenue declined to €511,230 (2024: €697,160), consistent with management's
expectation that this revenue stream would represent a progressively smaller proportion of total revenues
as the turnkey platform business scales. This decline did not materially impact the Company's overall
financial performance given the increasing predominance of turnkey revenues.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
2
Directors’ report - continued
Review of the business - continued
The Company’s cost of sales decreased to €597,874 (2024: €646,209). This reduction reflects a change in
presentation, whereby certain intercompany cost recharges (note 14) are now netted against cost of sales.
On an underlying basis, cost of sales increased in line with the higher level of platform-related operational
activity, consistent with the significant growth in B2C gaming volumes processed through the Enji platform.
As a result, the gross profit for the year increased substantially to €5,290,347 (2024: €3,289,661),
representing a gross margin of approximately 90% (2024: 83.6%).
Administrative expenses amounted to €3,446,052 (2024: €3,247,767), representing a marginal increase
year-on-year, notwithstanding the significant growth in revenues and activity. The primary components of
administrative expenses included depreciation and amortisation amounting to €2,843,217 (2024:
€2,758,057), reflecting the ongoing amortisation of the Enji platform over its seven-year useful life and
employee benefit expenses (including directors' fees) amounting to €135,229 (2024: €135,111).
Net finance costs amounted to €483,678 (2024: €394,225). The principal component was interest payable
on the Company's bonds of €897,701 (2024: €869,901), reflecting both the accrual of interest on the legacy
5.9% 2024-2026 bonds during the year and the establishment of the new 6.25% 2030-2032 bonds with
effect from 11 February 2025. This was partially offset by interest income earned on the loans to Gameday
Group plc and Cherry with Friends AB totalling €424,247 (2024: €353,333) and interest income from
Treasury Bills of €47,743 (2024: €170,035). The reduction in Treasury Bill income reflects the deployment
of these funds, which matured in January 2025, towards the bond refinancing activities.
The Company reported a profit for the year of €1,100,390 (2024: loss of €348,423), representing a
turnaround of approximately €1,448,813 year-on-year. This return to profitability reflects the combination of
substantially higher platform fee revenues driven by the growth in Group B2C activity, a broadly stable
administrative cost base, and the high operational leverage of the Company's platform-based business
model. The result includes an amortisation charge of €2,789,413 (2024: €2,704,117).
Financial Position
The Company’s financial position is set out in the statement of financial position on page 13.
As of 31 December 2025, the Company's total assets amounted to €22,425,958 (2024: €23,950,426). The
Company's principal asset remains the Enji technology platform, which had a net book value of €3,163,209
(2024: €5,311,722), reflecting ongoing amortisation and continued investment in platform development of
€640,900 during the year (2024: €450,482). This continued investment underscores the Company's
commitment to maintaining the platform's competitiveness and alignment with evolving industry
requirements.
The loan to the immediate parent company, Gameday Group plc, amounting to €1,800,000 (2024:
€1,800,000), was provided to enable the partial financing of the Bethard Brand repurchase. The Company
also holds a €5,000,000 loan extended to its ultimate parent, Cherry with Friends AB, in March 2024, bearing
a fixed interest rate of 6.35% per annum. The loans have been amended to mature on 10 February 2031
and 14 February 2031 respectively, with the goal of them falling in line with the bond term.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
3
Directors’ report - continued
Financial Position - continued
Trade and other receivables increased substantially to €10,749,809 (2024: €6,699,367), principally
reflecting the growth in related party trade receivables to €6,856,418 (2024: €1,913,785). The Company will
continue to seek repayment of such balances arising in the ordinary course of the Company’s primary
business activity, being the licensing of the Company’s platform. These balances are further supported by
a series of agreements confirming the commercial nature of the underlying transactions giving rise to the
said receivables.
Cash and cash equivalents amounted to €1,622,545 (2024: €4,974,779). The reduction in cash balances
principally reflects the significant financing activities undertaken during the year, including the net bond
redemption and refinancing costs. Net cash generated from operating activities was €5,345 (2024:
€1,619,701). Net cash used in financing activities amounted to €3,121,796, primarily comprising bond
redemption payments of €3,916,100 and bond issuance costs of €225,720, partially offset by new finance
proceeds of €1,654,000. Net cash used in investing activities amounted to €266,835 (2024: €5,126,854),
with the prior year reflecting the deployment of funds into the €5,000,000 loan to Cherry with Friends AB.
The Company's main liability is the €12,500,000 6.25% bonds maturing in 2030-2032 being the new bond
programme established during the year. Trade and other payables amounted to €955,306 (2024: €806,375)
and lease liabilities amounted to €76,902 (2024: €135,071).
During the year, the Company's share capital remained constant at €20,580,000. The Company's current
asset ratio stood at 12.17 (2024: 13.50), and accordingly its liquidity position remains more than sufficient
for the Company to continue to honour its obligations as they fall due for the foreseeable future.
Future Developments
Looking ahead, management anticipates significant further growth in the Company's revenues during 2026
and beyond. The Group's B2C licensed entities have made, and continue to make, substantial investments
in their gaming operations encompassing platform enhancements, product range expansion and marketing
investment, which management expects to generate materially increased aggregate B2C gaming revenues.
As these revenue gains flow through to the Company's platform fee income, management projects that 2026
will represent another year of significant revenue growth for the Company. Detailed financial forecasts for
2026 have been prepared by management on conservative assumptions and the Board has endorsed these
projections as both realistic and achievable. The Board's confidence in the outlook reflects the strong
momentum established in 2025, the quality and diversification of the Group's B2C operations, and the
structural advantages of the Company's platform-based, revenue-share business model.
Results and dividends
The financial results are set out in the statement of comprehensive income on page 14. During the year,
the directors did not declare any dividends (2024: Nil).
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
4
Directors’ report - continued
Principal risks and uncertainties faced by the Company
Exposure to the Online Gambling Industry
The Company’s main objective is to operate software and iGaming platforms and to provide related services
to software and iGaming companies. The Company does not conduct any online gambling operations;
however, it is dependent on the online gambling industry, which includes its primary client base and the
rest of its customers. The entire revenue stream of the Company is concentrated within the iGaming sector
and is subject to this concentration risk and the performance risk of this sector.
Changing laws and regulations
The laws and regulations surrounding the online gambling industry are complex, constantly evolving and in
some cases, also subject to uncertainty and restrictions. Laws and gaming regulations are constantly being
introduced in various European and other countries, thus prohibiting or restricting operations within these
jurisdictions. Future changes to laws and regulations could have a material adverse effect on the Group’s
business, financial position, and the results of its operations. The Company expects further jurisdictions to
regulate their gaming industry, with the consequence of similar impacts on revenues.
Intellectual property rights
The Group also faces the risk that the use and exploitation of its intellectual property rights, including rights
relating to its software, may infringe the intellectual property rights of a third party. The expenses to be
incurred in bringing or defending possible infringement actions may be substantial, regardless of the merits
of the claim, and an unsuccessful outcome for the Company may result in licence damages being payable
and/or the Company being required to cease using any infringing intellectual property or embodiments of
any such intellectual property.
In addition to the above, the directors also consider the following risks as being relevant to the Company:
• Global economic uncertainties consequent to the ongoing armed conflicts between Russia and
Ukraine and the conflict in the Middle East and the rising inflation across the globe;
• Consolidation of Gambling regulation across Europe and beyond;
• Compliance and regulatory risk, being the risk relating to regulation that could result in restrictions
in its customers' operations and risks associated with unregulated markets;
• Credit risk, being the risk, that customers do not pay for the services rendered;
• Impairment risk of intangible assets due to the fact that the carrying value may be impacted by
several unwarranted events and economic circumstances;
• Technological and systems development; and
• Dependence on key individuals having technical expertise of iGaming software development and
its associated technology.
The aforementioned risks are not an exhaustive list of potential risks and uncertainties faced by the
Company. The Company’s business operations, financial position, and operating results may be adversely
impacted consequent to such risks.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
5
Directors’ report - continued
Going concern assessment
Management has updated the profitability and liquidity projections for the Company for the period 2026 to
2027, adopting a conservative approach underpinned by prudent assumptions. These projections have
been subjected to detailed internal review, and management expresses confidence in their achievability,
given the strong and continuing momentum in the Group's B2C operations and the demonstrated growth
trajectory of platform fee revenues in 2025.
The revenue outlook for 2026 is particularly positive. The Group's B2C licensed entities, to which the
Company provides the Enji platform on a revenue-share basis, have benefited from sustained and
significant investment in their B2C activities encompassing marketing and product development, which is
expected to generate further increase in aggregate Group B2C gaming revenues in 2026 and beyond.
Since the Company's platform fee income is earned as a percentage of these B2C revenues, the projected
growth in underlying B2C activity is expected to translate directly into a significant uplift in the Company's
platform fee revenues. Management's conservative forecasts for 2026, therefore, project revenue growth
at a level meaningfully above that achieved in 2025, itself a year of strong performance.
B2B white-label revenues are expected to continue to represent a diminishing proportion of total revenues,
nontheless they shall not materially affect the Company's overall financial performance or trajectory, given
the substantial and growing base of platform fee revenues.
Management acknowledges that the outstanding related party balances and the intra-group loans extended
to the immediate parent, Gameday Group plc, and the ultimate parent, Cherry with Friends AB including an
additional €1,000,000 loan advanced to Cherry with Friends AB pursuant to the amended and restated
Term Loan Agreement effective 1 January 2026 represent a deployment of the Company's capital that may
constrain short-term cash liquidity to some degree. Notwithstanding this, management remains fully
confident that the Company will maintain adequate liquidity throughout the next twelve months to meet all
of its operational requirements and financing obligations, supported by the expected significant growth in
operating cash inflows from platform fee revenues.
The successful refinancing of the 5.9% 2024-2026 bonds through the issuance of €12,500,000 6.25%
bonds maturing in 2030-2032, officially listed on the Malta Stock Exchange on 14 February 2025, has
materially strengthened the Company's long-term financial stability. The subsequent full discharge of all
outstanding obligations under the legacy bond programme means that the Company's sole external debt
obligation is now the long-dated 6.25% bond, with no near-term refinancing risk and a clear, predictable
debt service schedule.
As at 31 December 2025, approximately 76% of the Company's total assets comprises financial exposures
to entities within the Cherry with Friends AB group, being intra-group loans of €6,800,000 and net related
party trading receivables of €6,445,141 and net amounts due from related party of €3,836,399. The
Company's ability to meet its bond obligations is therefore materially supported by the continued
performance of the Group's B2C operations and timely settlement of intercompany balances. The Board
has reviewed the financial position of the relevant group entities and is satisfied that no material uncertainty
arises from this concentration, having regard to the strong operational momentum across the Group, the
consistent servicing of intra-group loan arrangements during 2025, and the alignment of loan maturities with
the bond repayment profile to February 2031.
Having regard to the conservative financial projections, the strong operating performance in 2025, the
expected significant further revenue growth in 2026, the stable long-term debt structure, and the Company's
adequate liquidity position, both management and the Board express full confidence in the Company's
ability to fulfil all of its obligations for the next twelve months and to continue operating as a going concern.
Accordingly, the directors have adopted the going concern basis in preparing these financial statements.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
6
Directors’ report - continued
Directors
The directors of the Company who held office during the year were:
Mr. Erik Johan Sebastian Skarp
Mr. Frank Michael Heinanen
Mr. Edward Licari
Mr. Kari Pisani
Mr. Michael Warrington
Mr. Andrew Zarb Mizzi
Mr. Nils Jonas Teodor Amnesten
Mr. Edward Licari also held the office of Company Secretary during the year.
The Board meets on a regular basis to discuss performance, position and other matters. The Company’s
Articles of Association require each director to retire from office at least once every three years, with retiring
directors eligible for re-election.
Statement of directors’ responsibilities for the financial statements
The directors are required by the Maltese Companies Act (Cap. 386) to prepare financial statements which
give a true and fair view of the state of affairs of the Company as at the end of each reporting period and
of the profit or loss for that period.
In preparing the financial statements, the directors are responsible for:
• Ensuring that the financial statements have been drawn up in accordance with International
Financial Reporting Standards (IFRS Accounting Standards) as adopted by the EU;
• selecting and applying appropriate accounting policies;
• making accounting estimates and judgements that are reasonable in the circumstances; and
• ensuring that the financial statements are prepared on the going concern basis unless it is
inappropriate to presume that the Company will continue in business as a going concern.
The directors are also responsible for designing, implementing, and maintaining internal controls relevant
to the preparation and fair presentation of the financial statements that are free from material misstatement,
whether due to fraud or error, and that comply with the Maltese Companies Act (Cap. 386). They are also
responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The financial statements of the Company for the year ended 31 December 2025 are included in the Annual
Report 2025, which is made available on the Company’s website. The directors are responsible for the
maintenance and integrity of the Annual Report on the website in view of their responsibility for the controls
over, and the security of, the website. Access to information published on the Company’s website is
available in other countries and jurisdictions, where legislation governing the preparation and dissemination
of financial statements may differ from requirements or practice in Malta.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
7
Directors’ report - continued
Auditor
RSM Malta, Registered Auditors, served as auditors of the Company through to the conclusion of the 2024
audit engagement. In 2025, RSM Malta was not re-appointed as the Company's statutory auditor. In its
stead, PricewaterhouseCoopers Malta was appointed as auditors of the Company as part of the
appointment of PricewaterhouseCoopers as group auditors across all entities forming part of the Cherry
with Friends AB group, encompassing both the Swedish parent group and its Maltese subsidiaries, effective
for the financial year ended 31 December 2025. This transition to a single group audit firm is intended to
bring enhanced consistency, improved group-wide audit coordination, and alignment with international
auditing standards across the broader Cherry with Friends AB group.
Disclosure in terms of the Capital Markets Rules
Going concern statement pursuant to Capital Markets Rule 5.62
The Company occupies a pivotal position within the Cherry with Friends AB group as the owner and licensor
of the Enji iGaming platform, the Ultimate Group's B2B core intangible asset. Revenue is earned principally
through platform fees charged as a percentage of the B2C gaming revenues generated by the Group's
licensed online gaming operators, meaning that the Company's financial performance is structurally linked
to, and benefits directly from, the commercial success and growth of the Group's B2C businesses. This
alignment of interests between the Company's revenue model and the Group's B2C growth strategy has
been a primary driver of the Company's substantially improved financial performance in 2025 and underpins
the confidence expressed in the outlook for 2026 and beyond.
The online gambling regulatory environment continues to evolve at pace across European and other
jurisdictions. Regulatory authorities in an increasing number of markets have either introduced, or signalled
their intention to introduce, more prescriptive licensing regimes, enhanced responsible gambling
obligations, restrictions on bonus offerings and advertising, and, in certain cases, effective market entry
barriers. The Company expects these trends to continue into 2026 and beyond, which may affect the
revenue contribution of individual jurisdictions within the Group's B2C operational footprint. Management's
financial projections have been prepared with due regard to this regulatory backdrop.
As part of its going concern assessment, management has comprehensively re-evaluated the Company's
financial performance for 2025 and updated its forward-looking projections for 2026 and beyond. These
projections have been prepared on a detailed, bottom-up basis using conservative assumptions and have
been reviewed and endorsed by the Board. They reflect the expected significant growth in B2C gaming
revenues across the Group's online gaming licensed operator base, the consequent uplift in the Company's
platform fee income, the continued modest decline in white-label B2B revenues, and the stable, long-term
debt service obligations under the 6.25% 2030-2032 bonds. Management's high degree of confidence in
the achievability of these projections is underpinned by the strong growth momentum already demonstrated
in 2025, the substantial ongoing investment by Group B2C entities in their gaming operations, and the
structural revenue-share linkage between B2C performance and the Company's platform fee income.
The successful completion of the bond refinancing programme in early 2025, resulting in the successful
issue of the €12,500,000 6.25% 2030-2032 bond as the Company's sole external debt instrument and the
full discharge of all the previous bond obligations, has materially enhanced the Company's long-term
financial stability and eliminated near-term refinancing risk. The extension of the additional €1,000,000 intra-
group loan to Cherry with Friends AB effective 1 January 2026, whilst representing a further capital
deployment, is consistent with the Company's financing role within the group and does not adversely affect
its capacity to meet its operational and financing obligations.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
8
Directors’ report - continued
Disclosure in terms of the Capital Markets Rules
Going concern statement pursuant to Capital Markets Rule 5.62
Accordingly, management and the Board are fully satisfied that the Company has adequate financial
resources to continue operating as a going concern, to meet its obligations as they fall due, and to deliver
on its strategic objectives over the next twelve months and beyond. The Company will continue to operate
as a going concern.
Pursuant to Capital Markets Rule 5.68
Statement by the directors on the financial statements and other information included in the annual
report
The directors declare that to the best of their knowledge, the financial statements included in the Annual
Report are prepared in accordance with the requirements of International Financial Reporting Standards
(IFRSs) as adopted by the EU and give a true and fair view of the assets, liabilities, financial position and
profit of the Company and that this report includes a fair review of the development and performance of the
business and position of the Company, together with a description of the principal risks and uncertainties
that it faces.
Pursuant to Capital Markets Rule 5.70.1
Statement by the directors on any material contracts entered into during the period under review
The Company completed a bond refinancing programme in early 2025, resulting in the successful issue of
the €12,500,000 6.25% 2030-2032 bond.
The Company entered into an agreement with its ultimate parent company, Cherry with Friends AB, dated
1 January 2026, pursuant to which the Company advanced an additional loan of €1,000,000 to Cherry with
Friends AB. In connection with this additional advance, the original €5,000,000 Term Loan Agreement dated
13 March 2024 (as previously amended and restated on 14 May 2025) was further amended and restated
to reflect the increased aggregate principal outstanding under the facility. The aggregate principal
outstanding under the facility following this additional advance amounts to €6,000,000. The facility continues
to bear interest at 6.35% fixed rate per annum, consistent with the previously agreed commercial terms.
This additional advance reflects the Company's continued support of the Ultimate Group's growth strategy.
Signed on behalf of the Company’s Board of Directors on 23 April 2026 by Mr. Erik Johan Sebastian Skarp
(Director and Chairman of the Board) and Mr. Michael Warrington (Director) as per the Directors’
Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report and
Financial Statements.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
9
Corporate Governance - Statement of Compliance
Pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority, issuers which are
registered in Malta and have securities which are admitted to trading on a regulated market operating in
Malta, should: (i) endeavour to adopt the Code of Principles of Good Corporate Governance set out in
Appendix 5.1 thereof (the “Code”), and (ii) on this basis, prepare a report explaining how it has complied
with the provisions of the Code.
This Statement of Compliance seeks to fulfil this requirement (with respect to the Company) for the financial
year ended 2025, and is structured as follows:
(i) Part 1 - this part covers the Company’s compliance with the Code; and
(ii) Part 2 - this part sets out those instances where the Company has diverged from, or not complied
with, the various principles set out in the Code.
Given its status as an issuer of debt securities, the Company is exempt from disclosing the information
prescribed by Capital Markets Rules 5.97.1 - 5.97.3, 5.97.5, 5.97.6 and 5.97.8.
Part 1: Compliance with the Code
The Company’s Board of Directors (the “Board”) believes in the principles espoused by, and the adoption
of, the Code, and hereby confirms that the Company has endorsed these principles to the extent that they
are considered complementary to the size, nature, and operations of the Company, as set out in further
detail in this section.
The Board
The Board is responsible for devising strategies, setting policies and overseeing the general management
of the Company. It is also responsible for reviewing internal control procedures, financial performance and
business risks facing the Company, as well as ensuring that its operations are in conformity with all relevant
rules and regulations. The Board is further responsible for decisions relating to the redemption of its
outstanding bonds.
The Board meets regularly, mainly to review the operational and financial performance of the Company,
any significant matters arising, and to review internal control processes. The members of the Board are
notified of forthcoming meetings by the Company Secretary, who is tasked with circulating an agenda and
supporting documents in advance of the meeting. All of the directors have access to independent
professional advice at the Company’s expense should they so require, and frequently make use of this
facility on various issues. The following reports the attendance at board meetings of each of the Directors
during the period under review:
Mr. Frank Michael Heinanen (Managing Director) [7]
Mr. Erik Johan Sebastian Skarp (Chairman and Executive Director) [10]
Mr. Edward Licari (Executive Director) [10]
Mr. Michael Warrington (Independent Non-Executive Director) [10]
Mr. Andrew Zarb Mizzi (Independent Non-Executive Director) [10]
Mr. Kari Pisani (Independent Non-Executive Director) [10]
Mr. Nils Jonas Teodor Amnesten (Executive Director) [10]
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
10
Corporate Governance - Statement of Compliance - continued
The Board - continued
Throughout the year under review, the Board has monitored management’s performance at regular
intervals. The Company has in place systems whereby the directors may obtain timely information from the
Managing Director and other members of the executive management team; not only at formal, scheduled
meetings of the Board but at regular intervals or when the need arises.
The Board is composed of four executive, and three independent non-executive directors, as listed below:
(i) Mr. Frank Michael Heinanen (Managing Director);
(ii) Mr. Erik Johan Sebastian Skarp (Chairman and Executive Director);
(iii) Mr. Edward Licari (Executive Director);
(iv) Mr. Michael Warrington (Independent Non-Executive Director);
(v) Mr. Andrew Zarb Mizzi (Independent Non-Executive Director);
(vi) Mr. Kari Pisani (Independent Non-Executive Director); and
(vii) Mr. Nils Jonas Teodor Amnesten (Executive Director)
The Company Secretary of the Company is Mr. Edward Licari.
The Company’s Articles of Association require each director to retire from office at least once every three
years, with retiring directors eligible for re-election.
Internal controls & risk management in relation to financial reporting
The Board is generally responsible for the Company’s internal control and risk management systems in
relation to the financial reporting process, and for reviewing its effectiveness. The monitoring of these
controls and systems has been delegated to the Audit Committee (as described below). Such a system is
designed to achieve business objectives while managing, rather than eliminating, the risk of failure to
achieve those business objectives, and can only provide reasonable assurance against material error,
losses or fraud.
The authority to manage the Company is delegated to the Managing Director and the rest of the executive
management team within the limits set by the Board. Systems and procedures are in place for the Company
to control, report, monitor and assess risks and their financial implications, and to take timely corrective
actions where necessary. The Group’s finance department carries out the monthly bank, creditor and debtor
reconciliations, performs monthly debtor settlement reports, manages employee payroll, manages and
administers the accounting and finance functions, prepares monthly management accounts and other data
reporting and trend analysis. A policy was put in place during the initial meetings held by the Board that lays
down the minimum required reports that should be made available to the Board in order to keep it informed
in a structured and systematic manner on the operational and financial performance of the Company.
Regular financial budgets and strategic plans are prepared, and performance against these plans is actively
monitored and reported to the directors on a regular basis.
The Board and Audit Committee are satisfied with the effectiveness of the Company’s system of internal
controls.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
11
Corporate Governance - Statement of Compliance - continued
Audit Committee
The Board established an Audit Committee (the “Committee”) in 2019 to assist the Board in fulfilling its
supervisory and monitoring responsibilities. The Committee operates according to detailed terms of
reference established by the Board that reflect the requirements of the Capital Markets Rules as well as
current good corporate governance best practices. These terms of reference establish the Committee’s
composition, role, responsibilities and function, the parameters of its remit, as well as the basis for the
processes that it is required to comply with. The Committee, which met four times during 2025, is a sub-
committee of the Board and is directly responsible and accountable to the Board.
The primary purpose of the Committee is to assist the directors in conducting their role effectively so that
the Company’s decision-making capability and the accuracy of its reporting and financial results are
maintained at a high level at all times. Among other responsibilities, the Committee is responsible for
monitoring the financial reporting process and monitoring of the effectiveness of the Company’s internal
quality control and risk management system in relation to the financial reporting of the Company.
The Audit Committee is composed entirely of independent non-executive directors (each of which satisfies
the independence criteria set out in the Capital Markets Rules). In accordance with the Capital Markets
Rules, the member of the Audit Committee who has been designated as competent in auditing and/or
accounting is Mr. Michael Warrington. Unless otherwise decided by the Board from time to time, the Board
shall appoint a new Audit Committee Chairman for each financial year. The Board decided to retain Mr.
Michael Warrington as Chairman of the Audit Committee during 2025.
The members of the Audit Committee are:
(i) Mr. Michael Warrington (Chairman) - appointed as Chairman on 1 May 2021
(ii) Mr. Andrew Zarb Mizzi (Member)
(iii) Mr. Kari Pisani (Member)
Relations with bondholders and the market
The Company publishes interim and annual financial statements, and when required, company
announcements. The Board feels these provide the market with adequate information about its activities.
Conflicts of Interest
On joining the Board and regularly thereafter, the directors and officers of the Company are informed and
reminded of their obligations with respect to the disclosure of conflicts of interest and on dealing in securities
of the Company within the parameters of law and the Capital Markets Rules. The Company has also set up
reporting procedures in line with the Capital Markets Rules, the Code, and its internal code of dealing.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
12
Corporate Governance - Statement of Compliance - continued
Part 2: Non-Compliance with the Code
The Board believes that, due to the Company’s size, operations and particular circumstances, it is not
necessary:
(i) to appoint a committee to carry out an evaluation of its performance, as the Board’s performance is
already evaluated on an ongoing basis by, and is subject to the constant scrutiny of, the Board itself
(three of which are independent non-executive directors), the Company’s shareholders, the market
and all of the rules and regulations to which the Company is subject given its status as a listed entity;
(ii) to appoint a remuneration committee, given that the Company does not have any employees or
officers other than the directors and the company secretary, and that in any case, the Board reviews,
on an annual basis, the remuneration payable to the directors whilst evaluating their performance as
per (i) above, and the shareholders in turn approve the remuneration payable during the Company’s
annual general meeting; and
(iii) to appoint a nomination committee, given that appointments to the Board are determined by the
shareholders of the Company in accordance with the nomination and appointment process set out in
the Company’s memorandum and articles of association.
Signed on behalf of the Company’s Board of Directors on 23 April 2026 by Mr. Michael Warrington
(Director, Chairman of the Audit Committee) and Mr. Erik Johan Sebastian Skarp (Director and Chairman
of the Board) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction
with the Annual Report and Financial Statements.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
13
Statement of financial position
Year ended 31 December
2025
2024
Notes
€
€
ASSETS
Non-current assets
Intangible assets
4
3,163,209
5,311,722
Right-of-use assets
5
62,479
116,033
Property, plant and equipment
6
1,000
1,250
Loan receivable
7
6,800,000
6,800,000
Deferred tax asset
26,916
47,275
Total non-current assets
10,053,604
12,276,280
Current assets
Trade and other receivables
8
10,749,809
6,699,367
Cash and cash equivalents
9
1,622,545
4,974,779
Total current assets
12,372,354
11,674,146
Total assets
22,425,958
23,950,426
EQUITY AND LIABILITIES
Capital and reserves
Share capital
10
20,580,000
20,580,000
Accumulated losses
(11,273,342)
(12,373,732)
Total equity
9,306,658
8,206,268
Non-current liabilities
Borrowings
11
12,065,223
14,762,100
Lease liabilities
5
15,380
76,902
Deferred tax liabilities
21,869
40,612
Total non-current liabilities
12,102,472
14,879,614
Current liabilities
Trade and other payables
12
955,306
806,375
Lease liabilities
5
61,522
58,169
Total current liabilities
1,016,828
864,544
Total liabilities
13,119,300
15,744,158
Total equity and liabilities
22,425,958
23,950,426
The notes on pages 17 to 44 are an integral part of these financial statements.
The financial statements on pages 13 to 44 were approved and authorised for issue by the Board of
Directors on 23 April 2026. The financial statements were signed on behalf of the Company’s Board of
Directors by Mr. Erik Johan Sebastian Skarp (Director and Chairman of the Board) and Mr. Michael
Warrington (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in
conjunction with the Annual Report and Financial Statements.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
14
Statement of comprehensive income
Year ended 31 December
2025
2024
Notes
€
€
Revenue
13
5,888,221
3,935,870
Cost of sales
14
(597,874)
(646,209)
Gross profit
5,290,347
3,289,661
Administrative expenses
14
(3,446,052)
(3,247,767)
Net impairment losses/(reversals) on financial and
contract assets
2.1b
(258,611)
3,508
Operating profit
1,585,684
45,402
Net finance costs
16
(483,678)
(394,225)
Profit/(loss) before tax
1,102,006
(348,823)
Tax (expense)/income
17
(1,616)
400
Profit/(loss) for the year
- Total comprehensive income
1,100,390
(348,423)
The notes on pages 17 to 44 are an integral part of these financial statements.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
15
Statement of changes in equity
Share
Accumulated
capital
losses
Total
€
€
€
Balance at 1 January 2024
20,580,000
(12,025,309)
8,554,691
Comprehensive income
Loss for the year
-
(348,423)
(348,423)
Total comprehensive income
-
(348,423)
(348,423)
Balance at 31 December 2024
20,580,000
(12,373,732)
8,206,268
Balance at 1 January 2025
20,580,000
(12,373,732)
8,206,268
Comprehensive income
Profit for the year
-
1,100,390
1,100,390
Total comprehensive income
-
1,100,390
1,100,390
Balance at 31 December 2025
20,580,000
(11,273,342)
9,306,658
The notes on pages 17 to 44 are an integral part of these financial statements.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
16
Statement of cash flows
Year ended 31 December
Notes
2025
2024
€
€
Cash flows from operating activities
Profit/(loss) before tax
1,102,006
(348,823)
Adjustments for:
Depreciation and amortisation
4,5,6
2,843,217
2,758,057
Finance costs, net
16
483,678
394,225
Net impairment (losses)/reversals on financial
and contract assets
2.1b
289,663
39,209
4,718,564
2,842,668
Change in working capital:
Movement in trade and other receivables
(4,534,154)
(1,168,476)
Movement in trade and other payables
(179,065)
(54,491)
Net cash generated from operating activities
5,345
1,619,701
Cash flows from investing activities
Payments for the acquisition of intangible assets
4
(640,900)
(450,482)
Loan to ultimate parent company
7
-
(5,000,000)
Movement in related party balances
-
12,424
Interest income on loan to parent company
16
112,500
52,488
Interest income on loan to ultimate parent company
195,065
91,666
Interest income from treasury bills
66,500
167,050
Net cash used in investing activities
(266,835)
(5,126,854)
Cash flows from financing activities
Principal elements of lease payments
5
(64,272)
(61,800)
Bond interest payments
(569,704)
(872,067)
Bond redemption
11
(3,916,100)
-
Bond proceeds
11
1,654,000
-
Bond issuance costs
(225,720)
(260,921)
Net cash used in financing activities
(3,121,796)
(1,194,788)
Net movement in cash and cash equivalents
(3,383,286)
(4,701,941)
Cash and cash equivalents at beginning of year
4,974,779
9,634,003
Loss allowance movement on cash and cash equivalents
31,052
42,717
Cash and cash equivalents at end of year
9
1,622,545
4,974,779
Non-cash investing and financing activities are disclosed in Note 9.
The notes on pages 17 to 44 are an integral part of these financial statements.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
17
Notes to the financial statements
1. Material accounting policy information
The material accounting policies applied in the preparation of these financial statements are set out
below. These policies have been consistently applied to all the years presented, unless otherwise
stated.
1.1 Basis of preparation
These financial statements have been prepared in accordance with the requirements of International
Financial Reporting Standards (IFRSs) as adopted by the EU and with the requirements of the
Maltese Companies Act (Cap. 386). The financial statements have been prepared under the
historical cost convention. The preparation of financial statements in conformity with IFRSs as
adopted by the EU requires the use of certain accounting estimates. It also requires directors to
exercise their judgment in the process of applying the Company’s accounting policies (see Note 3 -
Critical accounting estimates and judgments).
Going concern
In determining the appropriate basis of preparation for these financial statements, the Board has
undertaken a thorough assessment of the Company's ability to continue as a going concern, having
regard to all available financial information and forward-looking projections.
The Company's financial performance in 2025 was characterised by a marked improvement relative
to 2024, with the Company returning to profitability and recording a profit of €1,100,390 (2024: loss
of €348,423). This turnaround was principally attributable to the strong growth in platform fee
revenues earned as a percentage of the B2C gaming revenues generated by the Group's online
gaming licensed operator entities, the base of which was materially broadened following the January
2024 merger with Cherry with Friends AB. Platform fee revenues increased by approximately 66%
year-on-year to €5,376,991, demonstrating the strong operational leverage of the Company's
technology licensing model as the scale of Group B2C activity continues to grow.
The Board has reviewed detailed financial projections prepared by management on conservative
assumptions for 2026 and beyond. These projections reflect management's expectation of further
revenue growth in 2026, driven by the continued expansion of Group B2C gaming activity, substantial
ongoing investment by Group B2C entities in their operations, and the maturing of B2C ventures
established or scaled in 2024 and 2025. The revenue projections are considered by management to
be both realistic and fully achievable. The anticipated continued decline in white-label B2B revenues
is not expected to have a material bearing on the Company's overall financial trajectory given the
growing predominance of platform fee revenues.
From a liquidity standpoint, the Company's position has been significantly strengthened by the
completion of the bond refinancing programme in 2025. The establishment of the €12,500,000 6.25%
2030-2032 bonds as the Company's sole remaining debt instrument, and the full discharge of all
obligations under the legacy 5.9% 2024-2026 bond programme, have eliminated near-term
refinancing risk and provided a clear, predictable debt service profile.
The extension of an additional €1,000,000 intra-group loan to Cherry with Friends AB, the ultimate
parent company pursuant to the amended and restated Term Loan Agreements effective 1 January
2026, whilst representing a deployment of the Company's capital, is not expected to adversely affect
the Company's liquidity position, given the level of operating cash generation anticipated under
management's projections. The cumulative intra-group loan exposure to Cherry with Friends AB
amounts to €6,000,000 following this additional advance, whilst that towards Gameday Group plc,
the immediate parent company, amounts to €1,800,000 at the date of this report.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
18
1. Material accounting policy information - continued
1.1 Basis of preparation - continued
Going concern - continued
As at 31 December 2025, approximately 76% of the Company's total assets comprise financial
exposures to entities within the Cherry with Friends AB group, being intra-group loans of €6,800,000
(Note 7), net trade receivables of €6,445,141 (Note 8) and net intercompany receivables of
€3,836,399 (Note 8). The Company's capacity to service its obligations under the €12,500,000 6.25%
2030–2032 bonds is therefore materially supported by the continued financial health of the Group's
B2C entities and the timely settlement of trade receivables and intercompany balances. The Board
has assessed the financial standing of the relevant group entities and is satisfied that both Gameday
Group plc and Cherry with Friends AB have the capacity to meet their obligations to the Company as
they fall due, supported by the strong growth trajectory of the Group's B2C operations, the consistent
payment of interest on intra-group loan facilities during 2025, and the alignment of both loan
maturities to 14 February 2031 in line with the bond repayment profile. The Board is satisfied that this
concentration of receivables from related parties does not give rise to a material uncertainty in respect
of going concern.
Management has also considered, in the context of the going concern assessment, the external risk
environment, including the ongoing evolution of gambling regulation and the macroeconomic
uncertainties associated with current geopolitical tensions. These factors are reflected in the
conservative assumptions underpinning management's financial projections and are not considered
to give rise to a material uncertainty in respect of going concern.
On the basis of the foregoing, and having reviewed the detailed financial projections together with
the Company's current financial position, the Board is satisfied that the Company has adequate
resources to continue operating as a going concern for the foreseeable future. The financial
statements have accordingly been prepared on a going concern basis.
Standards, amendments and interpretations to published standards effective in 2025
In 2025, the Company has adopted new standards, amendments and interpretations to existing
standards that are mandatory for the Company’s accounting period beginning on 1 January 2025.
The adoption of these revisions to the requirements of IFRSs as adopted by the EU did not result in
substantial changes to the Company’s accounting policies impacting the Company’s financial results
and position, unless otherwise stated.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
19
1. Material accounting policy information - continued
1.1 Basis of preparation - continued
Standards, amendments and interpretations not yet adopted
Certain new standards, amendments and interpretations to existing standards have been published
by the date of authorisation for issue of these financial statements but are not yet effective for the
Company’s current accounting period.
The Company has not early adopted these revisions to the requirements of IFRSs as adopted by the
EU, and the Directors are of the opinion that there are no requirements which will have a material
impact on the Company’s financial statements in the period of initial application, other than what is
described below.
IFRS 18 ‘Presentation and Disclosure in Financial Statements’ (effective for annual periods beginning
on or after 1 January 2027).
IFRS 18 (issued on 9 April 2024) was endorsed for use in the European Union on 16 February 2026
and is set to replace IAS 1 Presentation of Financial Statements, introducing new requirements that
will help to achieve comparability of the financial performance of similar entities and provide more
relevant information and transparency to users. Even though IFRS 18 will not impact the recognition
or measurement of items in the financial statements, its impacts on presentation and disclosure are
expected to be pervasive, particularly those related to the statement of financial performance. IFRS
18 will also require the disclosure of management-defined performance measures within the financial
statements.
Management is currently assessing the implications of applying IFRS 18 on the Group and
Company’s financial statements.
The new standard will be applicable from its mandatory effective date of 1 January 2027, with
retrospective application, meaning that comparative information will be restated to reflect the new
presentation and disclosure requirements introduced.
1.2 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the
chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating
resources and assessing performance of the operating segments has been identified as the Board
of Directors that makes strategic decisions. The Board of Directors considers the Company to consist
of one single segment (2024: one segment), both from a business perspective and a geographical
perspective in line with IFRS 8.
1.3 Foreign currency translation
Functional and presentation currency
Items included in these financial statements are measured using the currency of the primary
economic environment in which the Company operates (‘the functional currency’). The Euro is the
Company’s functional and presentation currency.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
20
1. Material accounting policy information - continued
1.4 Intangible assets
(a) Recognition, measurement and de-recognition
The Company’s intangibles is analysed based on its platform (computer software).
An intangible asset is recognised if it is probable that the expected future economic benefits that are
attributable to the asset will flow to the Company and the cost of the asset can be measured reliably.
Intangible assets are initially measured at cost. The cost of a separately acquired intangible asset
comprises its purchase price and any directly attributable cost of preparing the asset for its intended
use.
Costs associated with maintaining the platform are recognised as an expense as incurred.
Development costs that are directly attributable to the design and testing of identifiable and unique
software products controlled by the Company are recognised as intangible assets when the following
criteria are met:
• it is technically feasible to complete the software so that it will be available for use;
• management intends to complete the software and use or sell it;
• there is an ability to use or sell the software;
• it can be demonstrated how the software will generate probable future economic benefits;
• adequate technical, financial and other resources to complete the development and to use or
sell the software are available; and
• the expenditure attributable to the software during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the platform include employee costs and an
appropriate portion of relevant overheads.
Research expenditure and development expenditure that do not meet the criteria above are
recognised as an expense as incurred. Development costs previously recognised as an expense are
not recognised as an asset in a subsequent period.
Capitalised development costs are recorded as intangible assets and amortised from the point at
which the asset is ready for use.
Intangible assets are derecognised on disposal or when no future economic benefits are expected
from their use or disposal. Gains or losses arising from derecognition represent the difference
between the net disposal proceeds, if any, and the carrying amount, and are included within ‘other
income/(expense)’ in the statement of comprehensive income in the period of derecognition.
(b) Amortisation of intangible assets
Intangible assets with a finite useful life are amortised on a straight-line basis over their estimated
useful economic life. The amortisation period and method are reviewed at least at the end of each
reporting period in accordance with IAS 38. Any change in the estimated useful life or amortisation
method is treated as a change in accounting estimate in accordance with IAS 8, applied prospectively
from the date of the revision, with no restatement of prior periods.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
21
1. Material accounting policy information - continued
1.4 Intangible assets - continued
(b) Amortisation of intangible assets - continued
The estimated useful lives applied to the Company's intangible assets are as follows:
Useful life
Platform (Enji iGaming technology platform)
7 years
1.5 Impairment of non-financial assets
The carrying amounts of the Company’s non-financial assets with finite useful lives are reviewed for
impairment whenever there is an indication that the asset may be impaired. The asset’s recoverable
amount is estimated annually for intangible assets with indefinite useful lives and is also estimated
for all non-financial assets if an indication of impairment exists.
For impairment testing, assets are grouped together into the smallest group of assets that generates
cash inflows from continuing use that are largely independent of the cash inflows of other assets or
cash-generating units (‘CGUs’). The recoverable amount of an asset or CGU is the greater of its
value in use and its fair value less costs to sell. Value in use is based on the estimated future cash
flows, 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 or CGU.
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated
recoverable amount. Impairment losses are recognised in profit or loss. As at 31 December 2025,
management performed an assessment with respect to the impairment of the intangible asset and
no impairment indicators were noted; hence, no impairment loss was recorded in the income
statement.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed
the carrying amount that would have been determined, net of depreciation or amortisation, if no
impairment loss had previously been recognised.
1.6 Financial Instruments
1.6.1 Recognition and de-recognition
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity. Financial assets and financial liabilities are recognised
when the Company becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial
asset expire, or when the financial asset and all substantial risks and rewards are transferred.
Financial liabilities are derecognised when they are extinguished, discharged, cancelled or expire.
1.6.2 Financial assets
Financial instruments are initially recognised at fair value and subsequently measured based on the
entity’s business model for managing the financial asset and the contractual cash flows
characteristics of the financial asset, as follows:
• financial assets at amortised cost;
• financial assets at fair value through other comprehensive income; and
• financial assets at fair value through profit or loss.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
22
1. Material accounting policy information - continued
1.6 Financial Instruments - continued
1.6.2 Financial assets - continued
The Company's financial assets are mainly financial assets at amortised cost.
Financial assets at amortised cost
Financial assets at amortised costs are financial assets that are held within the business model
whose objective is to collect contractual cash flows (“hold to collect”) and the contractual terms give
rise to cash flows that are solely payments of principal and interest.
On initial recognition, financial assets at amortised cost are recognised at fair value plus transaction
costs that are directly attributable to the acquisition of the financial asset. Discounting is omitted
where the effect of discounting is immaterial.
Financial assets at amortised cost are subsequently carried at amortised cost using the effective
interest method less impairment losses, if any. Gain or losses are recognised in profit or loss when
the asset is derecognised, modified, or impaired.
Provisions are recorded where, in the opinion of the directors, there is an impairment in value. Where
there has been an impairment in the value of a financial asset at amortised cost, it is recognised as
an expense in the period in which the diminution is identified.
The Company’s financial assets under this classification include loan to parent and ultimate parent
company, cash and cash equivalents, and trade and other receivables (excluding indirect taxation
and prepayments).
Impairment of financial assets
The Company recognises an allowance for expected credit losses (ECLs) on financial assets that
are measured at amortised cost. Equity instruments are not subject to impairment assessment. ECLs
are recognised in two stages. For credit exposures for which there has not been a significant increase
in credit risk since initial recognition, ECLs are provided for credit losses that result from default
events that are possible within the next 12-months (12-month ECL). For those credit exposures for
which there has been a significant increase in credit risk since initial recognition, a loss allowance is
required for credit losses expected over the remaining life of the exposure, irrespective of the timing
of the default (lifetime ECL).
The Company assesses on a forward-looking basis the expected credit loss associated with its debt
instruments carried at amortised cost. The impairment methodology applied depends on whether
there has been a significant increase in credit risk.
For trade receivables, the Company applies the simplified approach permitted by IFRS 9, which
requires expected lifetime losses to be recognised from initial recognition of the receivables (see Note
2.1b for further details). For cash and cash equivalents, the Company considers expected credit losses
to be low since the credit risk rating of the financial institution it banks with is equivalent to the globally
understood definition of ‘investment grade’. The Company considers investment grade to be Baa3 or
higher per Moody’s or BBB- or higher per Standard & Poor’s or Fitch.
The ECLs are accounted as impairment loss on financial assets and are presented as a separate line
item in the statement of comprehensive income.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
23
1. Material accounting policy information - continued
1.6 Financial Instruments - continued
1.6.3 Financial Liabilities
All financial liabilities in IFRS 9 are initially recognised at fair value, minus (in the case of a financial
liability that is not at FVTPL) transaction costs that are directly attributable to issuing the financial
liability, as follows:
• financial liabilities at amortised cost; and
• financial liabilities at fair value through profit or loss.
The Company’s financial liabilities are mainly financial liabilities at amortised cost.
Financial liabilities at amortised cost
Financial liabilities at amortised cost are initially recognised at fair value, net of transaction cost and
are subsequently measured at amortised cost using the effective interest method. All interest-related
charges under the interest amortisation process are recognised in profit or loss.
The Company derecognises as a financial liability from its statement of financial position when the
obligation specified in the contract or arrangement is discharged, is cancelled or expires. On
derecognition, the difference between the carrying amount of the financial liability (or part of a
financial liability) extinguished or transferred to another party and the consideration paid, including
any non-cash assets transferred or liabilities assumed, are recognised in profit or loss.
Financial liabilities under this category include borrowings, lease liabilities and trade and other
payables.
1.7 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
ordinary shares are shown in equity as a deduction, net of tax, from the proceeds.
1.8 Borrowings
Borrowings are recognised initially at the fair value of proceeds received, net of transaction costs
incurred. Borrowings are subsequently carried at amortised cost; any difference between the
proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the
period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer
settlement of the liability for at least twelve months after the end of the reporting period.
When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the derecognition of the original liability and the recognition of a new
liability. The difference in the respective carrying amounts is recognised in the statement of profit or
loss. In the current year, the difference arising from the roll-over of the bond solely represents
repayment to the bondholders.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
24
1. Material accounting policy information - continued
1.9 Current and deferred tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or
loss, except to the extent that it relates to items recognised in other comprehensive income or directly
in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity,
respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively
enacted at the balance sheet date in the countries where the Company and its subsidiaries operate
and generate taxable income. Management periodically evaluates positions taken in tax returns with
respect to situations in which applicable tax regulation is subject to interpretation. It establishes
provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred tax is recognised, using the liability method, on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the financial statements. However,
deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred
tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other
than a business combination that at the time of the transaction affects neither accounting nor taxable
profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or
substantially enacted by the end of the reporting period and are expected to apply when the related
deferred tax asset is realised, or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will
be available against which the temporary differences can be utilised. Deferred tax assets and
liabilities are offset when there is a legally enforceable right to offset current tax assets against current
tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the
same taxation authority on either the same taxable entity or different taxable entities where there is
an intention to settle the balances on a net basis.
1.10 Revenue recognition
Revenues are recognised in accordance with the provision of services, provided that collectability of
the consideration is probable, as described further below.
IFRS 15 requires that at contract inception, the services promised in a contract with a customer are
assessed, and each promise to transfer to the customer the service is identified as a performance
obligation. Promises in a contract can be explicit or implicit if the promise creates a valid expectation
to provide a service based on the customary business practices, published policies, or specific
statements.
A contract asset must be recognised if the company recorded revenue for fulfilment of a contractual
performance obligation before the customer paid consideration or before, irrespective of when
payment is due, the requirements for billing and thus the recognition of a receivable exist.
A contract liability must be recognised when the customer paid consideration or a receivable from
the customer is due before the company fulfilled a contractual performance obligation and thus
recognised revenue.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
25
1. Material accounting policy information - continued
1.10 Revenue recognition - continued
Revenue from white-label services
In contracting with white-label customers (operators rebranded under another name), the Company
uses its B2B licence and combines it with Prozone Limited’s, a fellow subsidiary, B2C licence to offer
the white-label service to the third party. Revenue earned by the Company from white-label services
is stated net of direct related costs. The Company acts as an agent in these arrangements, on the
basic that it does not control gaming service provided to the end user.
Revenue from turnkey services
In contracting with own license operators (operators that own their own licences) in offering them the
use of the Platform, the Company earns licence fee revenue from contracting with related parties,
compromising a percentage of gaming revenue generated by the related parties from the provision
of gaming services. Revenue is recognised over time as the underlying gaming activity occurs,
reflecting the satisfaction of the Company’s performance obligation on a usage basis in accordance
with the terms of the relevant agreements. Billing and cash collection occur in accordance with the
contractual terms agreed with the counterparties.
1.11 Leases
The Company is a lessee
Lease Liabilities
The Company leases office space. A rental contract is typically made for a fixed period of five years.
Contacts might contain both lease and non-lease components. However, management performed an
assessment and concluded that there is no non-lease components. A lease liability is recognised at
the commencement date of a lease. Lease payments comprise of fixed payments less any lease
incentives receivable, variable lease payments that depend on an index or a rate, amounts expected
to be paid under residual value guarantees, exercise price of a purchase option when the exercise
of the option is reasonably certain to occur, and any anticipated termination penalties. The variable
lease payments that do not depend on an index or a rate are expensed in the period in which they
are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying
amounts are remeasured if there is a change in the following: future lease payments arising from
change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and
termination penalties. When a lease liability is remeasured, an adjustment is made to the
corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is
fully written down.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be
readily determined, which is the case for the lease of the company, the lessee’s incremental
borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds
necessary to obtain an asset of similar value to the right-of-use asset in a similar economic
environment with similar terms, security and conditions.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
26
1. Material accounting policy information - continued
1.11 Leases - continued
To determine the incremental borrowing rate, the Company:
• where possible, uses recent third-party financing received by the lessee as a starting point,
adjusted to reflect changes in financing conditions since third-party financing was received;
• uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases
held by the company, where there is no third-party financing; and
• makes adjustments specific to the lease, e.g. term, country, currency and security.
Right-of-use
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is
measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable,
any lease payments made at or before the commencement date, net of any lease incentives received,
any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of
costs expected to be incurred for dismantling and removing the underlying asset, and restoring the
site or asset.
Right-of-use assets are depreciated on a straight-line basis over the lease term or the asset's
estimated useful life, whichever is shorter. Where the Company expects to obtain ownership of the
leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of-
use assets are subject to impairment testing or remeasurement of lease liabilities.
1.12 Interest in the statement of cashflows
Interest received on the Company's intra-group loan facilities and treasury bill investments is
classified within investing activities in the statement of cash flows, as these receipts arise from the
Company's investing activities. Interest paid on the Company's listed bonds is classified within
financing activities, as it represents a cost of the Company's external debt financing arrangements.
This classification has been applied consistently in the current and prior year. Accrued interest
element of all loans receivable and borrowings are captured in the trade and other receivables and
the trade and other payables, respectively, in the statement of financial position.
2. Financial risk management
2.1 Financial risk factors
The Company’s activities potentially expose it to a variety of financial risks: market risk (including
foreign exchange risk, cash flow and fair value interest rate risk), credit risk and liquidity risk. The
Company’s overall risk management focuses on the unpredictability of financial markets and seeks
to minimise potential adverse effects on the Company’s financial performance. The Company did not
make use of derivative financial instruments to hedge risk exposures during the current and preceding
financial years. The Board of Directors provides principles for overall risk management, as well as
policies covering risks referred to above and specific areas such as investment of excess liquidity.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
27
2. Financial risk management
2.1 Financial risk factors - continued
(a) Market risk
(i) Foreign exchange risk
Foreign exchange risk arises from future commercial transactions and recognised assets and
liabilities which are denominated in a currency that is not the Company’s functional currency. The
Company has no significant currency risk since substantially all assets and liabilities are
denominated in Euro.
(ii) Cash flow and fair value interest rate risk
Interest rate risk arises from fluctuations in the prevailing levels of market interest rates on the fair
values of financial assets and liabilities and future cash flows.
As at the reporting date, the Company has fixed-rate interest-bearing loans (Note 7) and debt (Note
11). Accordingly, its revenue and operating cash flows are substantially independent of changes in
market interest rates. In this respect, the Company is potentially exposed to fair value interest rate
risk in view of the fixed interest nature of these instruments, which are, however, measured at
amortised cost.
The Company’s exposure to changes in interest rates on bank accounts held with financial
institutions was limited and the directors consider any defined shift in interest rates to have an
immaterial effect on the Company and its operations.
(b) Credit risk
Credit risk is the risk of a financial loss to the Company if a counterparty to a financial instrument fails
to meet its contractual obligations. The Company’s exposure to credit risk at the end of the reporting
period is analysed as follows:
2025
2024
€
€
Loan receivable (Note 7)
6,800,000
6,800,000
Trade receivables (Note 8)
7,089,071
2,146,438
Amounts due from related parties (Note 8)
4,078,595
4,001,827
Cash at bank (Note 9)
1,635,316
43,102
Treasury bills (Note 9)
-
4,975,500
19,602,982
17,966,867
The maximum exposure to credit risk at the end of the reporting period in respect of the financial
assets mentioned above is equivalent to their carrying amount as disclosed in the respective notes
to the financial statements. The Company does not hold any collateral as security in this respect
The Company banks only with local financial institutions with high quality standing or rating.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
28
2. Financial risk management - continued
2.1 Financial risk factors - continued
(b) Credit risk - continued
In view of the nature of the Company’s activities and the market in which it operates, a limited number
of customers account for a certain percentage of the Company’s trade and other receivables. As at
31 December 2025, 100% (2024: 100%) of the Company’s loans receivables and trade receivables
were due from 6 customers (2024: 3 customers). These customers trade frequently with the
Company and are deemed by management to have positive credit standing
Impairment of financial assets
The Company has three types of financial assets that are subject to the expected credit loss model:
• trade receivables;
• debt investments carried at amortised cost; and
• cash and cash equivalents.
Trade receivables
The Company applies the IFRS 9 simplified approach to measuring expected credit losses which
uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit
losses, trade receivables have been grouped based on shared credit risk characteristics and the days
past due. On that basis, the loss allowance as at 31 December 2025 for trade receivables was
determined to be €643,930 (2024: €350,351).
The loss allowance for trade receivables as at 31 December 2025 and 2024 reconcile to the opening
loss allowances as follows:
2025
2024
€
€
Opening loss allowance as at 1 January (Note 8)
350,351
311,142
Increase in loss allowance on trade receivables
293,579
39,209
Closing loss allowance as at 31 December (Note 8)
643,930
350,351
Amounts due from related parties carried at amortised cost
The Company’s debt investments carried at amortised cost primarily relate to amounts due from its
immediate parent company, Gameday Group plc (Notes 7 and 8), ultimate parent company, Cherry
with Friends (Note 7) and related parties (Note 8). The Company measures credit risk and expected
credit losses on the amount due from its ultimate and immediate parent companies using the probability
of default, exposure at default, and loss-given default. The directors consider historical analysis and
forward-looking information to determine any expected credit loss. The resulting impairment allowance
to the Company's loans receivable from its parent and ultimate parent company are insignificant to
the Company's financial position and results.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
29
2. Financial risk management - continued
2.1 Financial risk factors - continued
(b) Credit risk - continued
At 31 December 2025, the directors consider that related party balances are held with counterparties
with an average rating based on the Company's internal rating scale. The directors consider there may
be a probability of default, given the financial standing of the relevant counterparties and their ability to
meet their contractual obligations.
2025
2024
€
€
Opening loss allowance as at 1 January (Note 8)
246,112
246,112
Decrease in loss allowance on related party receivables
(3,916)
-
Closing loss allowance as at 31 December (Note 8)
242,196
246,112
Cash and cash equivalents
The loss allowance on cash and cash equivalents is disclosed in Note 9.
Net impairment (losses)/reversals on financial and contract assets recognised in profit or loss
During the current and preceding year, the following (losses)/reversals were recognised in profit and
loss in relation to impaired financial assets.
2025
2024
€
€
Increase in ECL allowance on trade receivables
(293,579)
(39,209)
Decrease in ECL allowance for related party receivables
3,916
-
Decrease in ECL allowance for cash and cash equivalents
31,052
42,717
Net impairment (losses)/reversals on financial and contract assets
(258,611)
3,508
(c) Liquidity risk
The Company is exposed to liquidity risk in relation to meeting future obligations associated with its
financial liabilities, which principally comprise interest-bearing borrowings and trade and other
payables (Notes 11 and 12). Prudent liquidity risk management includes maintaining sufficient cash
to ensure the availability of an adequate amount of funding to meet the Company’s obligations and
ensuring that alternative funding is available when the bonds are due for repayment.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
30
2. Financial risk management - continued
2.1 Financial risk factors - continued
(c) Liquidity risk - continued
The following table analyses the Company’s financial liabilities into relevant maturity groupings based
on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed
in the tables below are the contractual undiscounted cash flows. The amounts disclosed for the Bond
2024-2026 have been adjusted to reflect the impact on the contractual undiscounted cash flows of
the refinancing of these bonds and the issuance of the Bond 2030-2032 as disclosed on Note 11.
Balances due within 12 months equal their carrying amounts, as the impact of discounting is not
significant.
Due
Between
Between
On
within
1 and 2
2 and 7
Over
Demand
one year
years
years
8 years
Total
€
€
€
€
€
€
31 December 2025
Bond 2030-2032 (Note 11)
811,216
781,250
781,250
15,625,000
-
17,998,716
Trade and other payables
(Note 12)
51,739
-
-
-
-
51,739
Lease liabilities (Note 5)
66,843
11,249
-
-
-
78,092
Total
929,798
792,499
781,250
15,625,000
-
18,128,547
31 December 2024
Bond 2024-2026 (Note 11)
870,964
15,246,499
-
-
-
16,117,463
Trade and other payables
(Note 12)
240,568
-
-
-
-
240,568
Lease liabilities (Note 5)
64,272
66,843
11,249
-
-
142,364
Total
1,175,804
15,313,342
11,249
-
-
16,500,395
Management monitors liquidity risk by means of cash flow forecasts on the basis of expected cash
flow over a twelve-month period to ensure that sufficient cash and available facilities are maintained
to meet operational requirements and debt servicing obligations.
2.2 Fair value estimation
Management analyses financial instruments carried at fair value by valuation methods. The different
levels have been defined as follows:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
• Inputs other than quoted prices included within level 1 that are observable for the asset or
liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).
• Inputs for the asset or liability that are not based on observable market data (that is,
unobservable inputs) (level 3).
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair
value hierarchy, then the fair value measurement is categorised in its entirety in the same levels of
the fair value hierarchy as the lowest level input that is significant to the entire measurement. The
Company recognises transfers between levels of the fair value hierarchy at the end of the reporting
period during which the change has occurred. Significant unobservable inputs and valuation
adjustments are regularly reviewed.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
31
2. Financial risk management - continued
2.2 Fair value estimation - continued
At 31 December 2025 and 2024, the carrying amounts of other financial instruments, comprising cash
at bank, receivables, payables and accrued expenses reflected in the financial statements are
reasonable estimates of fair value in view of the nature of these instruments or the relatively short
period of time between the origination of the instruments and their expected realisation.
2.3 Capital risk management
The Company’s objectives when managing capital are:
• to safeguard the Company’s ability to continue as a going concern to provide returns for
shareholders and benefits for other stakeholders;
• to maintain an optimal capital structure to reduce the cost of capital; and
• to comply with requirements of the Prospectus issued in relation to the 6.25% 2030-2032 Bonds
(Note 11).
The Board’s policy is to maintain a strong capital base to sustain investor, creditor and market
confidence and to support the future development of the business.
To maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to
shareholders, issue new shares, or sell assets. The Company’s equity, as disclosed in the statement
of financial position, constitutes its capital. The Company maintains capital levels in accordance with
its financial obligations and commitments arising from operational requirements. In view of the nature
of the Company’s activities, the capital level as at the end of the reporting period is deemed adequate
by the directors.
3. Critical accounting judgments, estimates and assumptions
Estimates and judgments are continually evaluated and based on historical experience and other
factors including expectations of future events that are believed to be reasonable under the
circumstances. Revisions to estimates are recognised prospectively.
In the opinion of the directors, the accounting estimates and judgments other than those relating to
Intangible Assets (as described below) made in the course of preparing these financial statements
are not difficult, subjective or complex to a degree that would warrant their description as critical in
terms of the requirements of IAS 1.
Intangible Assets (Note 4)
Certain costs incurred in the continued development of the underlying platform are capitalised as
intangible assets under IAS 38 if a number of criteria are met. Management continues to make
judgements and assumptions when assessing whether a workstream or project meets these criteria.
Similarly, on an ongoing basis, management assesses whether there are any indicators as to a
possible change in the economic useful life attributed to the underlying platform which is currently at
7 years.
Lastly, in line with accounting policy 1.5, the carrying amounts of the Company’s non-financial assets
with finite useful lives are reviewed for impairment whenever there is an indication that the asset may
be impaired. Based on the assessed evidence at reporting date, management has confirmed that no
such impairment triggers were noted.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
32
4. Intangible assets
Platform
€
As at 1 January 2024
Cost
18,730,003
Accumulated amortisation
(11,164,646)
Closing net book amount
7,565,357
Year ended 31 December 2024
Opening net book amount
7,565,357
Additions
450,482
Amortisation charge
(2,704,117)
Closing net book amount
5,311,722
As at 31 December 2024
Cost
19,180,485
Accumulated amortisation
(13,868,763)
Closing net book amount
5,311,722
Year ended 31 December 2025
Opening net book amount
5,311,722
Additions
640,900
Amortisation charge
(2,789,413)
Closing net book amount
3,163,209
As at 31 December 2025
Cost
19,821,385
Accumulated amortisation
(16,658,176)
Closing net book amount
3,163,209
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
33
4. Intangible assets - continued
Additions to the platform of €640,900 (2024: €450,482) represent capitalised costs based on external
invoices received from third parties.
For impairment testing, the Company conducts a thorough assessment of the intangible asset, using
a comprehensive approach to evaluate its ongoing value and viability. This assessment includes an
in-depth analysis of relevant market conditions, encompassing factors such as competitive dynamics
and industry trends. No impairment triggers were noted as at 31 December 2025.
The platform is used by the Company’s Group B2C arm and serves as a turnkey and white label
platform provider, indicating its continued relevance and viability within the gaming industry. The
Company consistently invests in the development and enhancement of the platform to ensure it
remains aligned with evolving industry requirements and technological advancements. This ongoing
investment demonstrates the Company’s commitment to maintaining the platform's competitiveness
and value proposition within the gaming industry.
5. Lease
The Company’s leasing activities
The Company entered into an office lease agreement on 1 March 2022 for a 5-year term, ending on
31 March 2027. The lease agreement does not impose any covenants, and leased assets are not
used as security for borrowing purposes.
The statement of financial position reflects the following assets related to leases:
2025
2024
€
€
Property - Total right-of-use assets
62,479
116,033
The movement in the carrying amount of these assets is analysed in the following table:
2025
2024
€
€
As at 1 January
116,033
169,587
Depreciation
(53,554)
(53,554)
As at 31 December
62,479
116,033
2025
2024
€
€
Lease liabilities:
Current
61,522
58,169
Non-current
15,380
76,902
76,902
135,071
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
34
5. Lease - continued
The movement in the carrying amount of these liabilities is analysed in the table below:
2025
2024
€
€
As at 1 January
135,071
187,481
Interest charge
6,103
9,390
Lease payments
(64,272)
(61,800)
As at 31 December
76,902
135,071
Amounts recognised in profit or loss
The income statement reflects amounts the following amounts relating to leases:
2025
2024
€
€
Depreciation charge of right-of-use assets
Property
53,554
53,554
I Interest expense (included in net finance costs, see Note 16)
6,103
9,390
The cash outflow in 2025 relating to the principal element of lease payments captured by IFRS 16
amounted to €64,272 (2024: €61,800).
6. Property, plant and equipment
Office
Furniture &
Total
Equipment
Fittings
€
€
€
As at 1 January 2024
Cost
13,857
11,353
2,504
Accumulated depreciation
(12,221)
(11,218)
(1,003)
Closing net book amount
1,636
135
1,501
Year ended 31 December 2024
Opening net book amount
1,636
135
1,501
Depreciation charge
(386)
(135)
(251)
Closing net book amount
1,250
-
1,250
As at 31 December 2024
Cost
13,857
11,353
2,504
Accumulated depreciation
(12,607)
(11,353)
(1,254)
Closing net book amount
1,250
-
1,250
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
35
6. Property, plant and equipment - continued
Office
Furniture &
Total
Equipment
Fittings
€
€
€
Year ended 31 December 2025
Opening net book amount
1,250
-
1,250
Depreciation charge
(250)
-
(250)
Closing net book amount
1,000
-
1,000
As at 31 December 2025
Cost
13,857
11,353
2,504
Accumulated depreciation
(12,857)
(11,353)
(1,504)
Closing net book amount
1,000
-
1,000
7. Loans receivable
2025
2024
€
€
Loan to immediate parent company
1,800,000
1,800,000
Loan to ultimate parent company
5,000,000
5,000,000
6,800,000
6,800,000
The loan to the immediate parent company bears interest at 6.25% per annum and matures on 10
February 2031, following an amendment effective 14 May 2025 to align the repayment profile with
the maturity of the Company’s bond financing.
On 13 March 2024, the Company granted a loan of €5,000,000 to its ultimate parent company, Cherry
with Friends AB. The loan bears a fixed interest rate of 6.35% per annum and matures on 14 February
2031, following the amendment effective 14 May 2025 to align with the Company’s bond financing.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
36
8. Trade and other receivables
2025
2024
€
€
Trade receivables from contracts with customers
232,653
232,653
Amounts due from related parties arising from trading activities
6,856,418
1,913,785
Less: Loss allowance on trade receivables
(232,653)
(232,653)
Less: Loss allowance on amounts due from related parties arising
from trading activities
(411,277)
(117,698)
Trade receivables, net of loss allowance
6,445,141
1,796,087
Amounts due from related parties, net of loss allowance (Note 2.1b)
3,836,399
3,755,715
Deferred expenses
-
260,920
Accruals and deferred income
-
391,603
Accrued interest income from loans receivable
325,860
209,179
Indirect taxation
2,141
170,453
Prepayments
140,268
115,410
10,749,809
6,699,367
Amounts due from related parties are unsecured, interest-free, and repayable on demand.
Certain comparative amounts relating to amounts due from related parties have been reclassified to
conform with the current year presentation. Specifically, balances previously presented within
amounts due from related parties in the prior year have been reclassified to amounts due from related
parties arising from trading activities. This reclassification has no impact on profit or loss or equity.
ECL assessment on related party loans and receivables
The loss allowance on related party loans and receivables of €653,473 (2024: €363,810), reflects
primarily the significant growth in the gross receivable balance of amounts due from related parties
arising from trading activities during the year. The directors confirm that the increase does not reflect
any deterioration in the financial standing or operational performance of the relevant counterparties
- the Company will continue to seek repayment of such balances arising in the ordinary course of the
Company’s primary business activity. These balances are further supported by a series of
agreements confirming the commercial nature of the underlying transactions giving rise to the said
receivables. From a loan receivable standpoint, there was no significant increase in identified credit
risk and there has been an uninterrupted payment of contractual interest by both counterparties
throughout 2025.
9. Cash and cash equivalents
For the purposes of the statement of cash flows, the year-end cash and cash equivalents comprise
the following:
2025
2024
€
€
Bank balances
1,635,316
43,102
Treasury bills
-
4,975,500
Less: expected credit allowance
(12,771)
(43,823)
1,622,545
4,974,779
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
37
9. Cash and cash equivalents - continued
During 2024, an amount of €4,975,500 was held in Treasury Bills, which matured in January 2025.
Net debt reconciliation
The following is an analysis of net debt and the movements in net debt for each of the periods
presented:
2025
2024
€
€
Borrowings (including bond issue costs) (Note 11)
(12,065,223)
(14,762,100)
Lease liabilities (Note 5)
(76,902)
(135,071)
Cash and cash equivalents (Note 9)
1,622,545
4,974,779
Net debt
(10,519,580)
(9,922,392)
As disclosed in Note 11, borrowings are subject to a fixed rate of interest, and non-cash movements
relate to the amortisation of bond issuance costs and the accrual of bond interest costs.
Reconciliation of movements of liabilities to cash flows arising from financing activities
The table below details changes in the Company’s liabilities arising from financing activities, including
both cash and non-cash changes. Liabilities arising from financing activities are those which cash
flows were, or future cash flows will be, classified in the Company’s statements of cash flow as cash
flows from financing activities.
Balance at
Cash flows
Non-cash flows
Balance at
1 January
from financing
from financing
31 December
Note
2025
activities
activities
2025
€
€
€
€
Lease liabilities
5
135,071
(64,272)
6,103
76,902
Borrowings
11
14,501,180
(2,487,820)
51,863
12,065,223
Accrued interest
on bonds
12
389,042
(569,705)
897,701
717,038
15,025,293
(3,121,797)
955,667
12,859,163
Note
Balance at
1 January
2024
Cash flows
from financing
activities
Non-cash flows
from financing
activities
Balance at
31 December
2024
€
€
€
€
Lease liabilities
5
187,481
(61,800)
9,390
135,071
Borrowings
11
14,723,798
-
38,302
14,762,100
Accrued interest
on bonds
12
391,208
(872,067)
869,901
389,042
15,302,487
(933,867)
917,593
15,286,213
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
38
9. Cash and cash equivalents - continued
Reconciliation of movements of liabilities to cash flows arising from investing activities
The table below details changes in the Company’s assets arising from investing activities, including
both cash and non-cash changes. Assets arising from investing activities are those which cash flows
were, or future cash flows will be, classified in the Company’s statements of cash flow as cash flows
from investing activities.
Balance at
Cash flows
Non-cash flows
Balance at
1 January
from investing
from investing
31 December
Note
2025
activities
activities
2025
€
€
€
€
Accrued interest
on loan
receivable
8
209,179
(195,065)
311,746
325,860
209,179
(195,065)
311,746
325,860
Balance at
Cash flows
Non-cash flows
Balance at
1 January
from investing
from investing
31 December
Note
2024
activities
activities
2024
€
€
€
€
Accrued interest
on loan
receivable
8
-
(144,154)
353,333
209,179
-
(144,154)
353,333
209,179
10. Share capital
2025
2024
€
€
Authorised
30,000,000 (2024: 30,000,000) ordinary shares of €1 each
30,000,000
30,000,000
Issued and fully paid
20,580,000 (2024: 20,580,000) ordinary shares of €1 each
20,580,000
20,580,000
The holders of ordinary shares are entitled to receive dividends as declared from time to time and
are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to
the Company’s residual assets.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
39
11. Borrowings
2025
2024
€
€
Non-current
6.25% 2030-2032 Bonds
12,065,223
-
5.9% 2024-2026 Bonds
-
14,762,100
12,065,223
14,762,100
2025
2024
€
€
Principal bonds outstanding
12,500,000
14,814,736
Gross amount of bond issue costs
(486,641)
(403,061)
Amortisation of bond issue costs to 31 December
51,864
350,425
Amortised cost and closing carrying amount
12,065,223
14,762,100
During the year, the Company refinanced its listed bond. At 1 January 2025, the outstanding balance
of the 5.9% 2024-2026 bonds amounted to €14,762,100. Bondholders were offered the option to
redeem their existing holdings or roll forward their investment into a new 6.25% 2030-2032 bond
series. Bondholders elected to redeem €3,916,100 of principal, while the remaining holders chose to
roll forward their balances and, in certain cases, subscribed for an additional €1,654,000. As a result,
the Company issued €12,500,000 of 6.25% bonds on 11 February 2025, which was admitted on the
Official List of the Malta Stock Exchange. The quoted market price as at 31 December 2025 for the
bonds was €104.45 (2024: €100). In the opinion of the directors these market prices fairly represent
the fair value of these financial liabilities.
Borrowing costs for the year primarily comprise the amortisation of bond issue costs associated with
the Company’s listed bond. In connection with the issuance of the new 6.25% 2030-2032 bonds, the
Company incurred bond issue costs amounting to €486,641. These costs are being amortised over
the life of the bond using the effective interest method. Amortisation of bond issue costs recognised
during the year amounted to €51,863. At 31 December 2025, the carrying amount of the 6.25% 2030-
2032 bonds amounted to €12,065,223.
12. Trade and other payables
2025
2024
€
€
Trade payables
51,739
240,568
Accrued interest on bonds (Note 11)
717,038
389,042
Accruals
186,529
176,765
955,306
806,375
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
40
13. Revenue
2025
2024
€
€
Income generated from related parties
5,822,960
3,935,870
Income generated from third parties
65,261
-
5,888,221
3,935,870
The Company generates revenue through turnkey and platform fees charged to licensed operators.
Additionally, it generates revenue from white-label services offered to white-label customers. The
Company’s revenue in 2025 and 2024 is analysed as follows:
2025
2024
€
€
White label services
511,230
697,160
Turnkey and platform fees
5,376,991
3,238,710
5,888,221
3,935,870
The Company treats all revenue from different revenue streams as a single revenue segment for
internal management reporting purposes. Revenue is recognised over time as disclosed in Note 1.10.
14. Expenses by nature
2025
2024
€
€
Cost of sales
Brand awareness marketing
6,000
6,975
Other direct costs (including platform costs)
878,376
639,234
Net amount recharged to related parties
(286,502)
-
Total cost of sales
597,874
646,209
Administrative expenses
Employee benefit expense (Note 15)
135,229
135,111
Professional fees
185,002
90,282
Depreciation and amortisation (Notes 4, 5, 6)
2,843,217
2,758,057
Bank charges
12,592
9,711
Other operating expenses
270,012
254,606
Total administrative expenses
3,446,052
3,247,767
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
41
14. Expenses by nature - continued
Auditor’s fees
Fees charged by the auditor for services rendered during the financial year ended 31 December
relate to the following:
2025
€
Annual statutory audit
65,000
65,000
PricewaterhouseCoopers were appointed as the Company’s auditor for the first time for the financial
year ended 31 December 2025.
15. Employee benefit expenses
2025
2024
€
€
Wages and salaries
107,002
112,324
Social security costs
28,227
22,787
135,229
135,111
The average number of employees during the year to 31 December 2025 was 5 (2024: 6).
Included in the total employee benefit expense is an amount of €46,540 (2024: €45,230) relating to
non-executive directors’ fees.
16. Net finance costs
2025
2024
€
€
Interest payable on bonds
897,701
869,901
Amortisation of bond issue costs
51,864
38,302
Interest charges on lease liabilities
6,103
9,390
Loan interest receivable from the immediate parent company (Note 7)
(112,500)
(112,500)
Loan interest receivable from ultimate parent company (Note 7)
(311,747)
(240,833)
Interest received from Treasury Bills
(47,743)
(170,035)
483,678
394,225
Interest payable on bonds was due on 22 July of each financial year for the bond duration, now
updated to 14 February of each financial year following the refinancing of the bond in 2025 (Note 11).
The first interest payment fell due on 22 July 2020. The amount of interest payable on 14 February
2025 was €349,339 relating to bondholders who chose to roll forward into the 6.25% Bond, as well
as €170,089, which fell due on 22 July 2025 for those bondholders who did not roll forward and were
subsequently paid off. The amount of accumulated interest due as at 31 December 2025 amounted
to €717,038 (2024: €389,042).
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
42
17. Tax expense/(income)
2025
2024
€
€
Deferred tax expense/(income)
1,616
(400)
The tax on the Company’s profit/(loss) before tax differs from the theoretical amount that would arise
using the basic tax rate as follows:
2025
2024
€
€
Profit/(loss) before tax
1,102,006
(348,823)
Tax at 35%
385,702
(122,088)
Tax effect of:
Expenses not deductible for tax purposes
846,361
699,469
Utilisation of unrecognised tax losses
(1,232,063)
(576,981)
Other
1,616
(400)
Tax expense/(income)
1,616
(400)
As at 31 December 2025, the Company has unutilised tax losses amounting to €29,417,402 (2024:
€32,937,583), which can be applied against future taxable income. The potential deferred tax assets
on these have not been recognised in these financial statements, as it is uncertain when the Company
will continue to generate taxable profits against which they can be utilised.
As at 31 December 2025, the deferred tax assets and deferred tax liabilities presented in the
statement of financial position relate to the deferred tax on lease liabilities and the right-of-use assets,
respectively.
18. Related party transactions
The directors consider the companies forming part of the Cherry with Friends AB Group to be related
parties as they are ultimately owned by the same beneficiaries at the end of 2025.
The immediate parent of the Company is Gameday Group plc. In 2024, Gameday Group plc was
subsequently acquired by Cherry with Friends AB, the ultimate parent company of the Company.
In 2025, the companies that formed part of Gameday Group included Prozone Limited and World
Class Services Limited. The Company had related party transactions with these subsidiary
companies, its immediate parent, Gameday Group plc, and its ultimate parent, Cherry with Friends
AB, as well as related party transactions with Cherry Online Limited and Sverige Casino Limited,
which fall within the group under the ultimate parent company.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
43
18. Related party transactions - continued
(1) On 20 February 2023, the Company provided a loan of €1,800,000 to Gameday Group plc to
part-finance the reacquisition of its previously sold B2C business through the acquisition of
Prozone Limited. The loan has a fixed rate of interest of 6.25% per annum, which interest is
repayable on the 10 June of each year, with the maturity of the loan being 10 February 2031
pursuant to an amendment to the loan agreement entered into on 14 May 2025. Interest paid by
Gameday Group plc to the Company during the year amounted to €112,500.
(2) On 13 March 2024, the Company provided a loan of €5,000,000 to Cherry with Friends AB to
refinance existing higher-interest debt and mainly to proceed with immediate investments in B2C
ventures. This loan bears a fixed interest rate of 6.35% per annum, maturing on 14 February
2031 pursuant to an amendment to the loan agreement entered into on 14 May 2025. Interest
paid by Cherry with Friends AB to the Company during the year amounted to €311,747. On 1
January 2026, the Company loaned a further €1,000,000 under the same agreement.
(3) During 2025, the Company retained the following trading agreements and carried out related
party trading transactions in line with these agreements:
• a business development services agreement with Worldclass Services Limited allowing for
the recharging of expenses, including the share attributable to white label customers.
• an intangible asset licence agreement with Worldclass Services Limited giving rise to
revenues earned from related parties (Note 13).
• sub-licensing agreement with Worldclass Services Limited, giving rise to revenues earned
from third parties (Notes 13).
Related party balances at year-end are disclosed in Note 7 and 8, as follows:
2025
2024
€
€
Loan to immediate parent company
1,800,000
1,800,000
Loan to ultimate parent company
5,000,000
5,000,000
Amounts due from immediate parent
4,078,595
4,001,827
Amounts due from related parties
6,856,418
1,913,785
17,735,013
12,715,612
The amounts disclosed above are shown gross of loss allowance. The net carrying amounts included
within trade and other receivables are disclosed in Note 8.
Key management personnel comprise the directors of the company. Information on key management
personnel compensation has been disclosed in Note 15.
TOGETHER GAMING SOLUTIONS P.L.C.
Annual Report and Financial Statements - 31 December 2025
44
19. Significant risks and uncertainties
The Company’s main objective is to operate software and iGaming platforms and to provide related
services to software and iGaming companies. The Company does not conduct any online gambling
operations; however, it is dependent on the online gambling industry, which includes its primary client
and the rest of its customers. The entire revenue stream of the Company is concentrated within the
iGaming sector and is subject to this concentration risk and performance risk of this sector.
The laws and regulations surrounding the online gambling industry are complex, constantly evolving
and in some cases, also subject to uncertainty and restrictions. Laws and gaming regulations are
constantly being introduced in various European and other countries, thus prohibiting or restricting
operations therein. Future changes to laws and regulations could have a material adverse effect on
the Group’s business, financial condition, and the results of its operations. The Company expects
further jurisdictions to regulate their gaming industry, which will result in similar impacts on revenues.
During 2024, the Company and its local group entities merged with a larger overseas group of
companies, seeking to leverage synergies and drive growth within the B2C online gaming sector,
consequently driving further revenue expansion for the Company.
In addition to the above, the directors also consider the following risks as being relevant to the
Company:
• Global economic uncertainties consequent to the ongoing armed conflict between Russia and
Ukraine, and the conflict in Middle East and the rising inflation across the globe;
• Consolidation of Gambling regulation across Europe and beyond;
• Compliance and regulatory risk, being the risk relating to regulation that could result in
restrictions in its customers' operations and risks associated with unregulated markets;
• Credit risk, being the risk, that customers do not pay for the services rendered;
• Impairment risk of intangible assets due to the fact that the carrying value may be impacted by
several unwarranted events and economic circumstances;
• Technological and systems development; and
• Dependence on key individuals having technical expertise of iGaming software development
and its associated technology.
These risks are not an exhaustive list of potential risks and uncertainties faced by the Company. If
any of these risks occur, the Company’s business operations, financial condition, and operating
results may be adversely impacted.
20. Statutory information
Together Gaming Solutions p.l.c. is a public liability company and is incorporated in Malta. The
registered office is Mezzanine Office, The George Hotel, Triq Ball, Paceville, St Julians STJ 3123,
Malta. The immediate parent company is Gameday Group plc, a limited liability company
incorporated and domiciled in Malta, whose company registered address is Mezzanine Office, The
George Hotel, Triq Ball, Paceville, St Julians STJ 3123, Malta. The ultimate parent company is Cherry
with Friends AB, incorporated and domiciled in Sweden, with the address Furstenbergstan 4, 416 64
Goteborg, Sweden.
21. Comparative information
Comparative figures are disclosed in the main components of these financial statements have been
reclassified to conform with the current year’s presentation format for the purpose of fairer
presentation.
Independent auditor’s report
To the Shareholders of Together Gaming Solutions p.l.c.
Report on the audit of the financial statements
Our opinion
In our opinion:
· The financial statements give a true and fair view of the financial position of Together Gaming Solutions p.l.c. (the “Company”) as at 31 December 2025, and of the Company’s financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (‘IFRSs’) as adopted by the EU; and
· The financial statements have been prepared in accordance with the requirements of the Maltese Companies Act (Cap. 386).
Our opinion is consistent with our additional report to the Audit Committee.
What we have audited
Together Gaming Solutions p.l.c.’s financial statements comprise:
· the statement of financial position as at 31 December 2025,
· the statement of comprehensive income for the year then ended;
· the statement of changes in equity for the year then ended;
· the statement of cash flows for the year then ended; and
· the notes to the financial statements, comprising material accounting policy information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Company in accordance with the ethical requirements of the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) that are relevant to audits of financial statements of an EU Public Interest Entity in Malta and the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) as applicable to audits of financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with these Codes.
To the best of our knowledge and belief, we declare that we have not provided non-audit services that are prohibited under Article 18A of the Accountancy Profession Act (Cap. 281).
We did not provide any non-audit services to the Company during the year ended 31 December 2025.
Our audit approach
Overview
|
Materiality |
Overall materiality: €90,000, which represents approximately 2% of Earnings before interest, tax, depreciation and amortisation (EBITDA). |
|
Key audit matters |
Accounting for and valuation of Intangible Assets |
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we considered where the directors made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the Company, the accounting processes and controls, and the industry in which the Company operates.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall materiality for the financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
|
Overall materiality |
€90,000 |
|
|
How we determined it |
Approximately 2% of Earnings before interest, tax, depreciation and amortisation (EBITDA). |
|
|
|
||
|
Rationale for the materiality benchmark applied |
We chose EBITDA as the benchmark because, in our view (taking into consideration the listed bond), it is the benchmark against which the performance of the Company is most commonly measured by users, and is a generally accepted benchmark. We chose 2% which is within the range of quantitative materiality thresholds that we consider acceptable. |
|
|
|
||
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above €4,500 as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
|
Key audit matter |
How our audit addressed the key audit matter |
|
Accounting for and valuation of Intangible Assets IAS 38 ‘Intangible Assets’ provides a framework as to the identification of those directly attributable costs that can be capitalised. It also provides a basis as to the useful life to be attributed to such intangible assets. Further, IAS 36 ‘Impairment of Assets’ requires that intangible assets with finite useful lives are subject to an impairment review whenever there is an indication that the asset may be impaired. IAS 36 also requires a number of specific disclosures in respect of the impairment assessment. The Company’s intangible assets had a carrying value of €3,163,209 as at 31 December 2025 (2024: €5,311,722). Amounts capitalised in the year to 31 December 2025 amounted to €640,900 (2024: €450,482) and the estimated useful life of such intangible assets of 7 years remained unchanged. Despite there being no impairment triggers, the Company carried out an annual impairment review at the lowest level at which value could be allocated – this is referred to as a cash generating unit (“CGU”). Management considers that the Company operates one CGU, covering intangible assets and the revenue generated from the platform. When performing the annual impairment review of the above-mentioned intangible assets as at 31 December 2025, management determined that the carrying value of the platform was fully recoverable. We focused on this financial statement line item because of the magnitude of the item as well as the degree of judgement and subjectivity relating to capitalisation, assessment of useful life and impairment assessments. Refer to Accounting Policy 1.4 (Intangible assets), Note 3 (Critical accounting judgements, estimates and assumptions) and Note 4 (Intangible assets). |
We obtained the detailed listing of capitalised costs together with the annual impairment assessment performed by management. A key component of our work was to challenge the capitalised costs in the year to 31 December 2025 in ensuring that such costs met the requirements of IAS 38. This involved reviewing the level of monthly capitalisation and obtaining an understanding of the projects giving rise to such capitalisation. From an impairment standpoint, we tested management’s impairment assessment by agreeing the 2026 budget in the impairment model to the latest Board approved budget and we considered the key assumptions (including growth rates and discount rate) supporting the cash flow forecasts. We, together with our valuation experts, determined the forecasts to be reasonable and supportable. The useful life was considered to remain relevant – in arriving at such a conclusion, we considered, among others, the level of capitalisation in the context of the annual amortisation. We assessed the appropriateness of the disclosures as required by IAS 36 in respect of the impairment assessment of intangible assets and considered these to be reasonable. Due to the significant headroom between the reported intangible assets and the respective value-in-use calculation, a sensitivity analysis was not deemed necessary. Based on the work performed, we found the basis for the amounts capitalised, the economic useful life and the assessment of the recoverable amount of intangible assets to be consistent with the explanations and evidence obtained.
|
Other information
The directors are responsible for the other information. The other information comprises the Directors’ report and Corporate Governance – Statement of Compliance (but does not include the financial statements and our auditor’s report thereon).
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon except as explicitly stated within the Report on other legal and regulatory requirements.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors and those charged with governance for the financial statements
The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRSs as adopted by the EU and the requirements of the Maltese Companies Act (Cap. 386), and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
· Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
· Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
· Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
· Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6
We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy Profession (European Single Electronic Format) Assurance Directive (“the ESEF Directive 6”) on the Annual Financial Report of Together Gaming Solutions p.l.c. for the year ended 31 December 2025, entirely prepared in a single electronic reporting format.
Responsibilities of the directors
The directors are responsible for the preparation of the Annual Financial Report, including the financial statements, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS.
Our responsibilities
Our responsibility is to obtain reasonable
assurance about whether the Annual Financial Report, including the
financial statements, complies in all material respects with the
ESEF RTS based on the evidence we have obtained. We conducted our
reasonable assurance engagement in accordance with the requirements
of ESEF Directive 6.
Our procedures included:
· Obtaining an understanding of the entity's financial reporting process, including the preparation of the Annual Financial Report in XHTML format.
· Examining whether the Annual Financial Report has been prepared in XHTML format.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the Annual Financial Report for the year ended 31 December 2025 has been prepared in XHTML format in all material respects.
Other reporting requirements
The Annual Report and Financial Statements 2025 contains other areas required by legislation or regulation on which we are required to report. The Directors are responsible for these other areas.
The table below sets out these areas presented within the Annual Financial Report, our related responsibilities and reporting, in addition to our responsibilities and reporting reflected in the Other information section of our report. Except as outlined in the table, we have not provided an audit opinion or any form of assurance.
|
Area of the Annual Report and Financial Statements 2025 and the related Directors’ responsibilities |
Our responsibilities |
Our reporting |
|
Directors’
report |
We are required to consider whether the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements.
We are also required to express an opinion as to whether the Directors’ report has been prepared in accordance with the applicable legal requirements.
In addition, we are required to state whether, in the light of the knowledge and understanding of the Company and its environment obtained in the course of our audit, we have identified any material misstatements in the Directors’ report, and if so to give an indication of the nature of any such misstatements. |
In our opinion: ● the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ● the Directors’ report has been prepared in accordance with the Maltese Companies Act (Cap. 386).
We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section.
|
|
Corporate Governance - Statement of Compliance
The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to prepare and include in the Annual Financial Report a Statement of Compliance with the Code of Principles of Good Corporate Governance within Appendix 5.1 to Chapter 5 of the Capital Markets Rules. The Statement’s required minimum contents are determined by reference to Capital Markets Rule 5.97. The Statement provides explanations as to how the Company has complied with the provisions of the Code, presenting the extent to which the Company has adopted the Code and the effective measures that the Board has taken to ensure compliance throughout the accounting period with those Principles. |
We are required to report on the Statement of Compliance by expressing an opinion as to whether, in light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have identified any material misstatements with respect to the information referred to in Capital Markets Rules 5.97.4 and 5.97.5, giving an indication of the nature of any such misstatements.
We are also required to assess whether the Statement of Compliance includes all the other information required to be presented as per Capital Markets Rule 5.97.
We are not required to, and we do not, consider whether the Board’s statements on internal control included in the Statement of Compliance cover all risks and controls, or form an opinion on the effectiveness of the Company’s corporate governance procedures or its risk and control procedures. |
In our opinion, the Statement of Compliance has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority.
We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section. |
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Other matters on
which we are required to report by exception
We also have responsibilities under the Maltese Companies Act (Cap. 386) 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. ● the financial statements are not in agreement with the accounting records and returns. ● we have not received all the information and explanations which, to the best of our knowledge and belief, we require for our audit. We also have responsibilities under the Capital Markets Rules to review the statement made by the directors that the business is a going concern together with supporting assumptions or qualifications as necessary. |
We have nothing to report to you in respect of these responsibilities. |
Other matter - use of this report
Our report, including the opinions, has been prepared for and only for the Company’s shareholders as a body in accordance with Article 179 of the Maltese Companies Act (Cap. 386) and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior written consent.
Appointment
We were first appointed as auditors of the Company by directors’ resolution on 27 October 2025 for the year ended 31 December 2025.
Ian Curmi
Principal
For and on behalf of
PricewaterhouseCoopers
78, Mill
Street
Zone 5, Central Business District
Qormi
Malta
23 April 2026