Annual Report
& Accounts 2024
Expanding
Opportunities
Gaming Realms is an
international developer,
publisher and licensor of
mobile games, building a
portfolio of highly popular
gaming content and brands.
Through its unique IP and
brands, Gaming Realms is
bringing together media,
entertainment and gaming
assets in new game formats.
The Gaming Realms
management team includes
accomplished entrepreneurs
and experienced executives
from a wide range of
leading gaming and media
companies.
Strategic Report
Corporate Governance
Financial Statements
Highlights
1
At a Glance
2
Executive Chairman’s Statement
4
Chief Executive’s Review
6
Financial Review
8
Engaging with Stakeholders
12
Principal Risks and Uncertainties
14
Board and Executive Management
16
Directors’ Report
18
Statement of Directors’ Responsibilities
19
Corporate Governance
20
Independent Auditor’s Report
24
Consolidated Statement of
Comprehensive Income
30
Consolidated Statement of
Financial Position
31
Consolidated Statement of Cash Flows
32
Consolidated Statement of
Changes in Equity
33
Notes to the Consolidated Financial
Statements
34
Parent Company Statement of
Financial Position
63
Parent Company Statement of
Changes in Equity
64
Notes to the Parent Company
Financial Statements
65
Company Information
68
www.gamingrealms.com
Gaming Realms plc Annual Report and Accounts 2024
Revenue
increased by 22% to £28.5m
(2023: £23.4m)
£28.5m
2024
2023
£28.5m
£23.4m
+22%
Adjusted EBITDA margin
increased to 46% (2023: £43%)
with operational leverage
46%
+61%
+81%
2024
2023
46%
43%
Licensing revenue
increased by
23% to £24.5m
(2023: £19.9m)
Social publishing
revenue increased by
14% to £4.0m
(2023: £3.5m)
Profit before tax for
the year
increased by 61% to £8.3m
(2023: £5.2m)
2024
2023
£8.3m
£5.2m
2024
2023
£24.5m
£19.9m
2024
2023
£4.0m
£3.5m
Licensing segment generated £14.2m
EBITDA (2023: £11.3m)
2024
2023
£14.2m
£11.3m
Social publishing segment generated
£1.2m EBITDA (2023: £0.8m)
2024
2023
£1.2m
£0.8m
Head office costs were £3.2m
(2023: £2.9m) and excluding share
option and related charges were £2.6m
(2023: £2.4m)
2024
2023
£3.2m
£2.9m
£8.3m
Year-end cash balance
increased to £13.5m
(2023: £7.5m), with the Group
remaining debt free
2024
2023
£13.5m
£7.5m
£13.5m
1 EBITDA is profit before interest, tax, depreciation and amortisation and is a non-GAAP measure. The Group uses EBITDA and Adjusted EBITDA to comment on its financial performance.
Adjusted EBITDA is EBITDA excluding share option and related charges and adjusting items, which are significant, non-recurring items outside the scope of the Group’s ordinary
activities. See Note 5 for further details.
EBITDA
of £12.3m
(2023: £9.2m)
2024
2023
£12.3m
£9.2m
£12.3m
+33%
2024 Financial Highlights:
2023 Operational Highlights:
Portfolio of proprietary games on the
Group’s remote game server (“RGS”)
grew to 75
(2022: 65)
Signed licensing deals with Tetris,
Relax Gaming and WMG
Submitted iGaming Supplier Licenses
in British Columbia, West Virginia,
Sweden and Greece, and the Company
was granted these licenses in West
Virginia, Sweden and Greece
Launched Slingo Space Invaders and
Slingo Tetris, collaborating with two
iconic games brands
Launched with 44 new partners for
Slingo Originals content including Bet
365, Betclic, OLG (Provincial Lottery) and
Barstool in New Jersey, Michigan and
Pennsylvania
Gained ISO 27001 certification, an
internationally recognised standard for
managing information security
Increased unique players in content
licensing business
by 24%
1 EBITDA is profit before interest, tax, depreciation and amortisation and is a non-GAAP measure. The Group uses
EBITDA and Adjusted EBITDA to comment on its financial performance. Adjusted EBITDA is EBITDA excluding share
option and related charges and adjusting items, which are significant, non-recurring items outside the scope of
the Group’s ordinary activities. Adjusting items include management restructuring costs in the year. See Note 5 for
further details.
2024 Operational Highlights:
Released 12 new unique Slingo games
to the market, enhancing our portfolio
offering
Launched with 44 new partners globally: In North America with Fanduel in
Pennsylvania and Connecticut, Fanatics in New Jersey, Michigan, Pennsylvania and West
Virginia. In Europe with Danske Spil in Denmark, Betclic in Italy and Solverde in Portugal
Granted full iGaming Supplier
Licenses in West Virginia and British
Columbia
Launched content in West Virginia,
the fifth U.S. state regulated for iGaming
where the Group is represented
Launched innovative content including
Slingo Press Your Luck and Slingo Fowl
Play, collaborating with high-profile
television and gaming brands
Doubled the number of
third-party games distributed on
our network to14 (2023: 7)
Launched content from a second
third-party slot studio, ReelPlay, to
accelerate the growth of the distribution
business
Increased unique players in
content licensing business by 22%
Adjusted EBITDA1
increased by 30% to £13.1m
(2023: £10.1m)
£13.1m
+30%
2024
2023
£13.1m
£10.1m
1
Strategic Report
Corporate Governance
Financial Statements
At a Glance
Innovation
Gaming Realms
develops, publishes
and licenses mobile
gaming content.
2 Mobile Games Studios
• London, United Kingdom
• Victoria, Canada
Game
development
Brand
licensing
Game
licensing
Brand
partnerships
IP Licensor
• North American Lottery Printed
Scratch Games – Scientific Games
• Multi-player Bingo - Entain
• Global Lottery Mobile Instant
Games – IWG
• Social Slot Games – Zynga Inc.
• iGaming Library – North
American, UK and EU
– North America – BetMGM,
DraftKings, RSi, Golden Nugget,
Betfair/Fanduel, Caesars
Interactive, Resorts, Fanatics,
Hardrock, Ocean Resorts,
Bally’s, Boyd Interactive, Loto
Quebec, Ontario Lottery and
Gaming Corporation, Pokerstars
and PlayStar
– Europe – Bally’s, Entain, Sky
Betting & Gaming, Paddy Power
Betfair, 888, Skill On Net, Rank,
32 Red, William Hill, Kindred,
Buzz Bingo, Jumpman, Mr Q,
Whitehat, Leo Vegas, Betsson,
Pokerstars, Betway, Bet365,
Sisal, Goldbet, Lottomatica,
Snaitech, Betclic, Superbet
• Banijay - Deal or No Deal
• Fremantle - Britain’s Got Talent,
The X Factor
• Sony – Who Wants to Be a
Millionaire
• Scientific Games – Rainbow Riches
• Inspired Entertainment –
Centurion, Reel King, Santa King,
Gold Cash
• NetEnt – Starburst
• King Show Games – Lucky Larry
Lobstermania, Stinkin’ Rich,
Hot Roll, Fishing Bob
• Playtech – Fluffy Favourites
• Everi – Shark Week, Press Your
Luck
• IGT – Da Vinci Diamonds,
Cleopatra
• Pragmatic Play – Sweet Bonanza
• Warner Discovery – Deadliest
Catch
• AGS – Rakin Bacon, Capital Gains
• Tetris – Tetris
• Relax Gaming – Money Train
• WMG – Fowl Play
• Taito – Space Invaders
• Konami – China Shores
Integrated Game Development,
Licensing and Publishing
As the creator of a variety of Slingo™, bingo,
slots and other casual games, we use our
proprietary content to create a “Slingo” genre
of games for our partners internationally.
Gaming Realms has partnered with some
of the most successful and popular global
platforms and operators.
Gaming Realms plc Annual Report and Accounts 2024
2
Growing international
partners
Growing US iGaming Market
We are focusing on the growing North American market.
Original Game Content
& IP Development
We build original content from
our London and Vancouver Island
game studios incorporating social meta
games and real money mechanics with
Slingo and other well-known brands.
Advanced Mobile Gaming
Platform
We have invested significantly
in our Remote Gaming Server
(“RGS”), which hosts and distributes our
game portfolio. The scalable platform
facilitates future growth through existing
infrastructure for new games and
distribution.
Data and Algorithmic
Optimisation
“It’s all about the data” – we put
the customer first, developing
engaging content and using data to enhance
the development feedback loop.
Strategic Partners and
Licensing
Partners include Banijay, Zynga,
IWG, Inspired Entertainment, IGT,
King Show Games and Scientific Games.
Not only do we leverage our own IP across
multiple brands, but we also license Slingo
into markets adjacent to the Group’s core
mobile gaming business.
Highly Experienced Team
We have built up a high-
quality management team of
sector specialists to drive the
implementation of our strategy.
Responsible Gambling
Gaming Realms is committed to
providing an environment for
customers to play responsibly and
securely. Since commencing operations, we
have had measures in place to encourage
responsible play – to keep it fun – and have
provided tools to help keep customers’
gaming and spending within their control.
In addition, we fund research, education
and treatment of problem gambling through
donations to GambleAware.
We always ensure that Responsible Gambling
is at the heart of our game design process
and have built a tool for both our partners
and players to set their own limits on stakes
and features within games. We only contract
with licenced partners, ensuring that the
players are given a high level of protection
through these operators. As our games are
certified in highly regulated markets such
as the US, UK and Sweden, the standards
we have to provide for our games and RGS
systems in terms of player protection are
already set to an incredibly high level.
Sweden
Estonia & Latvia
Switzerland
Denmark
Great Britain
The Netherlands
Romania
Italy
Spain
Portugal
South Africa
Malta
Greece
Ontario, CA
British Columbia, CA
Alberta, CA
Quebec, CA
Pennsylvania, USA
Connecticut, USA
New Jersey, USA
Delaware, USA
Michigan, USA
West Virginia, USA
Regulated markets
To come
Live
Argentina
Peru
Colombia
Mexico
Brazil
International growth in regulated markets
30,000
U.S. iGaming GGR market size (U.S. $m)
25,000
20,000
15,000
10,000
5,000
-
2021
2022
2023
2024(E)
2025(E)
2026(E)
2027(E)
2028(E)
Vixio Base Case
Vixio BullCase
Source: Vixio Gambling Compliance: U.S.
Online Forecasting Dashboard – iGaming
GGR market size – Nov 2024
Key focus areas
3
Strategic Report
Corporate Governance
Financial Statements
I am pleased to present the Chairman’s
Statement for Gaming Realms plc for
the year ended 31 December 2024.
The Company had another record year,
continuing to build on its strong financial
and operational performance, expanding
into new regulated markets, strengthening
partnerships, and enhancing its proprietary
gaming portfolio.
Financial Performance & Highlights
The Company delivered another year
of financial growth, reflecting the
success of our content licensing strategy
and operational scalability. Revenue
increased by 22% to £28.5m (2023:
£23.4m), with licensing revenue
growing 23% to £24.5m, as a result
of launching with new partners in the
year as well as product innovation
and more initiatives with our existing
partners. Adjusted EBITDA increased by
an impressive 30% to £13.1m, with an
improved margin of 46% (2023: 43%),
highlighting operational efficiencies and
cost management in the business. During
2024, our RGS platform handled in
excess of £6bn of gaming transactions.
Profit before tax rose by 61% to £8.3m,
which highlights the successful execution
of our strategy in a competitive industry.
Our year-end cash balance increased to
£13.5m, up from £7.5m in 2023. The
Group is debt-free, and this combined
with cash resources will allow us to take
advantage of growth opportunities as
they arise.
Executive Chairman’s Statement
Looking ahead, Gaming Realms is well positioned for
continued growth and innovation
“We expanded our footprint in key
markets and launched new gaming
titles that have been met with
enthusiasm by players globally.”
“Gaming Realms has made significant
strides in 2024, expanding into new
territories, launching new games,
and forming key partnerships.”
Michael Buckley
Executive Chairman
£13.1m
Adjusted EBITDA
(2023: £10.1m)
30%
The Company today announces an
initial £6m share buyback programme,
reflecting the Company’s strong balance
sheet, ability to generate increasing
quantities of free cashflow, and the
Board’s confidence in the outlook.
We will use other surplus cash for
investment in product development to
generate increased long-term growth,
and may explore acquisitions if suitable
opportunities arise.
The Company’s ability to generate
sustained revenue growth and
profitability reinforces its position as a
leading international gaming content
licensor.
Strategic Achievements
Gaming Realms made significant strides
in 2024, expanding into new territories,
launching new games, and forming key
partnerships with major operators.
We have gone live in West Virginia,
our fifth iGaming market in the USA,
as we consolidate our position as a
leading supplier in that market. The
North American market remains a key
driver of growth, with revenue from the
region increasing 59% to £12.9m, now
accounting for 54% of total content
licensing revenue. The Company
anticipates further opportunities if more
U.S. states begin to regulate online
casinos, and we remain well placed to
enter these new iGaming markets.
We have also spent the year
consolidating relationships with our
partners. We have launched 12 unique
Slingo games, as well as a new portfolio
of bespoke games, and have grown
our distribution by 44 new partners
internationally. We secured full gaming
Gaming Realms plc Annual Report and Accounts 2024
4
Our Company has
demonstrated resilience,
innovation, and strategic
foresight, cementing
our position as a leading
games studio in the
international regulated
iGaming market.
licenses in both West Virginia, and
British Columbia (Canada) where we are
preparing to launch our content in the
near future. On top of this, as a result
of our leading distribution, we are now
partnering with two innovative studios to
distribute their content to our partners.
Gaming Realms has made substantial
progress over the last five years. Since
2019, content licensing revenue has
grown at a compound annual growth
rate (CAGR) of 40%, increasing from
£3.1m in 2019 to £23.8m in 2024.
Our proven business model, strong
balance sheet, and expanding market
presence provide a solid foundation for
continued success.
Acknowledgements
On behalf of the Board, I would like
to extend thanks to our management
and employees, whose commitment,
creativity, and hard work have been
instrumental in our achievements. I
would also like to thank our shareholders
for their continued trust and support.
As we move forward, we do so with
confidence, guided by a clear strategy
and a commitment to excellence. I am
optimistic about the future of Gaming
Realms plc and look forward to sharing
our continued progress in the years to
come.
Michael Buckley
Executive Chairman
28 March 2025
Outlook for 2025 – Long-Term Growth
and Market Expansion
Looking ahead, Gaming Realms is well-
positioned for continued growth and
innovation. Our strategic focus for 2025
and beyond will include:
• Further international expansion, with
new market entries planned into Brazil,
South Africa, British Columbia (Canada)
and Greece.
• Continued growth in our existing
markets and with our existing partners,
to maximise content distribution.
• Development of new game formats,
leveraging our Slingo IP.
• Continuing investment in new product
verticals, technology and platform
scalability to support growth.
• Expanding distribution of third-party
studios content.
5
Strategic Report
Corporate Governance
Financial Statements
Chief Executive’s Review
We are confident in our ability to deliver sustained success
“2024 has been another year of strong
growth and strategic progress for Gaming
Realms plc... resulting in record revenue
and profitability.”
Mark Segal
Chief Executive Officer
Introduction
2024 has been another year of strong
growth and strategic progress for
Gaming Realms plc. We have continued
to execute our core licensing strategy,
expand into new regulated markets
and enhance our proprietary gaming
portfolio, which resulted in record
revenue and profitability.
Our ability to adapt and innovate in an
evolving iGaming landscape has enabled
us to scale effectively while maintaining
operational efficiency and financial
discipline. We have strengthened our
global partnerships, improved our
technology infrastructure, and expanded
our distribution network, positioning
Gaming Realms for further growth in
2025 and beyond.
Gaming Realms has delivered another
year of strong financial results, driven
by the expansion of our licensing
business and growth in our core markets.
Revenue increased by 22% to £28.5m
(2023: £23.4m), primarily fuelled by
the continued growth of our content
licensing business. This has resulted
in licensing revenues rising by 23% to
£24.5m (2023: £19.9m), reflecting
increased demand for our gaming
content across multiple markets.
Profit before tax surged by 61% to £8.3m
(2023: £5.2m), driven by operational
efficiencies and revenue growth.
Adjusted EBITDA increased by 30% to
£13.1m, with an improved Adjusted
EBITDA margin of 46% (2023: 43%).
The Company is debt-free, and ended
the year with a cash balance of £13.5m
(2023: £7.5m), reinforcing our financial
stability.
This performance highlights the
scalability of our licensing business
model, which continues to deliver strong
cash flow and profitability.
Key Strategic Achievements in 2024
This year, we made significant strides
in expanding our international
footprint, launching new content, and
strengthening partnerships which have
driven our growth.
New Market Expansions
• Secured full iGaming supplier licenses
in West Virginia (USA) and British
Columbia (Canada), increasing our
presence in North America.
• Prepared for further market expansion
into South Africa, Greece, and Brazil,
opening new revenue opportunities.
Content Innovation & Growth
• Released 12 new proprietary games,
including Slingo Press Your Luck and
Slingo Fowl Play, further enriching our
gaming portfolio.
• Partnered with ReelPlay to expand third-
party content distribution, doubling
the number of distributed third-party
games from 7 to 14.
Stronger Operator Partnerships
• Expanded our global distribution
network, launching with 44 new
partners, including FanDuel, Betclic,
and Danske Spil.
• Increased unique player engagement
by 22%, reflecting strong demand for
our gaming content.
Our strategic focus remains on delivering
high-quality, engaging content that
resonates with players across multiple
regulated markets.
Another year of strong financial results,
driven by the expansion of our licensing
business and growth in our core markets.
Gaming Realms plc Annual Report and Accounts 2024
6
Technology and Platform
Enhancements
Our Remote Gaming Server (RGS)
platform remains central to our growth,
enabling us to scale efficiently and
distribute content globally. In 2024, we
invested in:
• Enhancing platform scalability to
support new market launches and
increased game distribution.
• Data-driven optimization, improving
game engagement and performance.
• Strengthening security and compliance
measures, ensuring adherence to strict
regulatory requirements.
• Free rounds which will be launched in
2025 and enable more marketing of
the games.
These investments will support our long-
term strategy and ensure we continue to
deliver high-quality gaming experiences.
Responsible Gaming & Compliance
As a trusted gaming content provider, we
remain committed to responsible gaming
practices and regulatory compliance. In
2024, we:
• Enhanced responsible gaming tools,
enabling operators to configure stake
limits and features within our games.
• Ensured compliance with stringent
regulatory standards across the UK,
USA, and Sweden. This includes
preparing our platform and games for
the recommendations in the UK white
paper, including staking limits.
• Continued engagement with regulators
and industry stakeholders to maintain
best practices in player protection and
data security.
We recognise the importance of ensuring
a safe and secure gaming environment
and will continue to uphold the highest
industry standards.
Outlook for 2025
As we look ahead, Gaming Realms is
well-positioned for further growth, with a
clear strategy and strong foundation. Our
focus for 2025 and beyond will be on:
• Entering new regulated markets to
drive further international expansion.
• Enhancing our Slingo and slot-based
game portfolio to deepen player
engagement.
• Expanding our operator partnerships to
increase content distribution.
• Investing in platform technology and
data analytics to support scalable
growth.
With a strong balance sheet, a high-
margin business model, and a robust
pipeline of new content, we are
confident in our ability to deliver
sustained success.
Mark Segal
Chief Executive Officer
28 March 2025
We have strengthened our global partnerships, improved
our technology infrastructure, and expanded our distribution
network, positioning Gaming Realms for further growth in
2025 and beyond.
£8.3m
Profit before tax
(2023: £5.2m)
61%
7
Strategic Report
Corporate Governance
Financial Statements
Gaming Realms delivered another strong
financial performance in 2024, achieving
record revenue and EBITDA earnings.
The operational leverage of the business
model was evident once again, driving
increased earnings margins.
The Company’s core strategy remains
focused on scaling its licensing business by
expanding into new regulated jurisdictions,
deepening penetration in existing markets
through key partnerships, and enhancing
its unique Slingo games portfolio.
The business continued to demonstrate
strong cash generation, with the cash
balance increasing by £6.1m during the
year to £13.5m (2023: £7.5m). EBITDA-
to-cash conversion improved to 49.2%
(2023: 49.1%), maintaining a robust level.
To support future growth, the Group
increased investment in its games content
portfolio, RGS platform and distribution
reach. With more markets known or
expected to regulate iGaming, these
investments position the Group well
for continued expansion and long-term
success.
Licensing
Social Publishing
Head office
Total
2024
£
£
£
£
Revenue
24,472,679
3,993,075
-
28,465,754
Other income
-
205,903
-
205,903
Marketing expense
(60,960)
(207,900)
(98,987)
(367,847)
Operating expense
(4,350,861)
(1,572,901)
-
(5,923,762)
Administrative expense
(5,610,847)
(1,172,704)
(2,510,330)
(9,293,881)
Adjusted EBITDA
14,450,011
1,245,473
(2,609,317)
13,086,167
Share option and related charges
(220,724)
1,387
(548,326)
(767,663)
Adjusting items
-
-
-
-
EBITDA
14,229,287
1,246,860
(3,157,643)
12,318,504
Amortisation of intangible assets
(3,105,087)
(903,939)
-
(4,009,026)
Depreciation of property, plant and equipment
(59,318)
(87,969)
(174,568)
(321,855)
Finance expense
(27,365)
(20,208)
(43,702)
(91,275)
Finance income
360,164
1,546
82,252
443,962
Profit before tax
11,397,681
236,290
(3,293,661)
8,340,310
Licensing
Social Publishing
Head office
Total
2023
£
£
£
£
Revenue
19,917,366
3,504,157
-
23,421,523
Other income
-
139,562
-
139,562
Marketing expense
(94,533)
(338,030)
(96,110)
(528,673)
Operating expense
(3,442,127)
(1,359,340)
-
(4,801,467)
Administrative expense
(4,763,369)
(1,141,114)
(2,264,497)
(8,168,980)
Adjusted EBITDA
11,617,337
805,235
(2,360,607)
10,061,965
Share option and related charges
(103,425)
(9,927)
(518,952)
(632,304)
Adjusting items
(193,859)
-
-
(193,859)
EBITDA
11,320,053
795,308
(2,879,559)
9,235,802
Amortisation of intangible assets
(2,488,290)
(930,857)
(444,661)
(3,863,808)
Depreciation of property, plant and equipment
(70,537)
(70,580)
(135,142)
(276,259)
Finance expense
(17,279)
(17,688)
(8,956)
(43,923)
Finance income
96,280
2,820
16,425
115,525
Profit before tax
8,840,227
(220,997)
(3,451,893)
5,167,337
Financial Review
Gaming Realms delivered another year of strong financial performance in 2024
Performance
Group revenue increased by 22% to
£28.5m (2023: £23.4m), driven primarily
by growth in the licensing segment,
particularly in core content licensing.
EBITDA rose 33% to £12.3m (2023:
£9.2m), while Adjusted EBITDA increased
30% to £13.1m (2023: £10.1m). The
business’s operational leverage was
evident, with the Adjusted EBITDA margin
improving to 46% (2023: 43%).
Adjusted EBITDA is EBITDA excluding
share option and related charges and
adjusting items. A reconciliation between
EBITDA and Adjusted EBITDA is presented
below. Management considers Adjusted
EBITDA the most appropriate measure
to comment on the Group’s underlying
financial performance.
Adjusting items of £0.2m in the prior year
related to a management restructure.
The £3.1m increase in EBITDA generated
in 2024 has seen the Group record
another record profit before tax of £8.3m
(2023: £5.2m), an increase of £3.2m.
Operating expenses, primarily revenue-
related costs such as license fees, hosting
costs and platform provider fees, rose by
23% to £5.9m (2023: £4.8m), aligning
with the 23% increase in licensing revenue.
Administrative expenses increased by
only 14% to £9.3m (2023: £8.2m),
driven by higher staff costs to support
growth, along with other business
expansion expenses. The slower growth
rate compared to the Company’s revenue
growth has delivered operational leverage
which has resulted in profit margins
expanding.
Share option and related charges were
£0.8m in 2024 (2023: £0.6m).
The table below presents revenue,
Adjusted EBITDA, EBITDA and profit before
tax by segment, discussed further below.
2024
£
2023
£
EBITDA
12,318,504
9,235,802
Share option and
related charges
767,663
632,304
Adjusting items
-
193,859
Adjusted EBITDA
13,086,167
10,061,965
Gaming Realms plc Annual Report and Accounts 2024
8
Licensing
Total licensing revenue grew by 23% to
£24.5m (2023: £19.9m), which can be
broken down as follows:
• Content licensing revenue, which
increased 28% to £23.8m (2023:
£18.6m); and
• Brand licensing revenue, which
declined 49% to £0.7m (2023: £1.3m).
The segment delivered £14.5m Adjusted
EBITDA in 2024 (2023: £11.6m).
Amortisation increased to £3.1m (2023:
£2.5m), reflecting continued investment
in content and platform development.
Capitalised development spend rose 17%
to £4.4m (2023: £3.8m), supporting
the expansion of the content portfolio
and RGS platform. The increase in both
the EBITDA generated and amortisation
charge, resulted in the segment delivering
profit before tax of £11.4m (2023:
£8.8m).
Content licensing
Content licensing remains the Group’s
core growth driver, with a strategy
focused on:
• Expanding into new regulated markets;
• Enhancing the Slingo games portfolio;
and
• Strengthening relationships with
partners to drive engagement and
growth in existing markets.
West Virginia, where we launched our
content in August, was the only notable
new market entry in 2024. Despite this,
content licensing revenue increased 28%
to £23.8m (2023: £18.6m). This growth
has been achieved by; launching with
44 new partners globally, delivering a
consistent roadmap of premium-quality
games, and greater penetration with our
existing partners.
At the start of 2025, a further 9 partners
have already gone live.
During the year, the Group secured
full iGaming supplier licenses in West
Virginia, USA and British Columbia,
Canada. Our content launched in West
Virginia in the second half of 2024, and
we expect to go live in British Columbia
shortly. With additional market entries
planned including in South Africa, Greece
and Alberta, Canada, the Group is well
positioned for further expansion in 2025.
The high-margin nature of content
licensing supports strong operational
leverage. This continues to be
demonstrated through the 21% increase
in segmental expenses (excluding share
option and related charges and adjusting
items) to £10.0m (2023: £8.3m), while
revenue grew 28%.
“With more markets known or expected to regulate
for iGaming, these investments position the Group
for continued expansion and long-term success.”
Geoff Green
Chief Financial Officer
The Group released 12 new Slingo games
in 2024, including Slingo Press Your Luck
and Slingo Fowl Play, along with a series
of bespoke Slingo branded games for our
partners. Slingo continues to prove highly
popular with our partners and players.
Slingo’s unique genre of game continues
to be highly popular with players and
drives engagement with our partners.
We continue to partner with leading
brands that will complement the Slingo
format. During 2024 we launched
exciting Slingo game collaborations
with partners such as Konami, PlayAGS
and Inspired Entertainment. Further
partnerships are secured for 2025,
including Fishing Bob and Cash Eruption.
North America remains a key market, with
content licensing revenue from the region
growing to £12.9m, a 59% increase
from £8.1m in 2023. The region now
represents 54% of total content licensing
revenue (2023: 43%). As more U.S. states
regulate iGaming, the Group expects
continued growth in this region.
9
Strategic Report
Corporate Governance
Financial Statements
Financial Review
Scaled growth in new and existing regulated markets
2024
£
2023
£
Cash flows from operating activities
Profit for the financial year
8,841,126
5,925,003
Adjustments for:
Depreciation of property, plant and equipment
321,855
276,259
Loss on disposal of property, plant and equipment
3,067
1,571
Amortisation of intangible fixed assets
4,009,026
3,863,808
Other income
(205,903)
(139,562)
Other income received during the year
146,881
185,184
Finance income
(443,962)
(115,525)
Finance expense
91,275
43,923
Tax credit
(500,816)
(757,666)
Exchange differences
(918)
(105,268)
Equity settled share based payment expense
688,824
419,961
(Increase) / decrease in trade and other receivables
(963,811)
368,986
Increase in trade and other payables
381,690
244,710
Decrease in other assets
139,531
-
Net cash flows from operating activities before taxation
12,507,865
10,211,384
Net tax paid in the year
(892,088)
(935,660)
Net cash flows from operating activities
11,615,777
9,275,724
Brand licensing
Brand licensing revenue declined 49%
to £0.7m (2023: £1.3m), reflecting the
impact of two notable deals completed
in 2023, including the Entain partnership
for Slingo Bingo, which launched in May
2023.
The Slingo brand remains well-recognised,
providing opportunities to expand into
adjacent markets, such as physical and
digital lottery scratch games.
Social publishing
The social publishing segment delivered a
strong performance, with revenues rising
14% to £4.0m (2023: £3.5m).
Marketing investment in the segment
was £0.2m (2023: £0.3m), aimed at
increasing player engagement, activity
and revenues.
Operational costs increased by 16% to
£1.6m (2023: £1.4m), mainly due to
revenue-linked costs including app-store
fees and third-party content royalties.
The segment continues to have a stable
underlying cost base, with administrative
expenses of £1.2m (2023: £1.1m).
As a result, Adjusted EBITDA for the
segment grew 55% to £1.2m for the year,
up from £0.8m in 2023.
The amortisation charge for the segment
was £0.9m, a 3% reduction on the prior
year (2023: £0.9m).
Cashflow and Balance Sheet
The Group’s cash balance increased by
£6.1m in 2024, reaching £13.5m as
of 31 December 2024 (2023: £7.5m),
while remaining debt-free.
The Group capitalised £5.4m (2023:
£4.6m) into intangible assets as
development costs during the year.
This £0.8m increase reflects further
investment in both the licensing and
social publishing segments, supporting
the expansion of the Group’s unique
game portfolio and enhancements to its
proprietary RGS platform for greater scale
and functionality.
The Group has a strong cash position and
is cash generative, so generated interest
income of £0.4m (2023: £0.1m) of bank
interest income in the year.
Excluding the £5.4m in capitalised
development costs, the £11.6m cash
inflow from operating activities (2023:
£9.3m) was the primary driver of
the cash movement. A reconciliation
between profit for the year and cash from
operating activities is provided below.
Net assets at the year-end were £34.0m
(2023: £24.4m).
North America
remains a key
market, with
content licensing
revenue from the
region growing
to £12.9m.
Gaming Realms plc Annual Report and Accounts 2024
10
Going concern
In adopting the going concern basis of
preparation in the financial statements,
the Directors have performed both
qualitative and quantitative assessments
of the associated risks facing the business
and its ability to meet its short and
medium-term forecasts. The forecasts
were subject to stress testing to analyse
the reduction in forecast cash flows
required to bring about insolvency of the
Company unless capital was raised.
In such cases it is anticipated that
mitigation actions, such as reduction in
overheads could be implemented to stall
such an outcome.
The Directors confirm their view that they
have carried out a robust assessment of
the emerging and principal risks facing
the business. As a result of the assessment
performed, the Directors consider that
the Group has adequate resources to
continue its normal course of operations
for the foreseeable future.
£13.5m
Year-end cash balance
(2023: £7.5m)
81%
£28.5m
Group revenue
(2023: £23.4m)
22%
£13.1m
Adjusted EBITDA
(2023: £10.1m)
30%
Dividend
During the year, Gaming Realms did not
pay an interim or final dividend. The
Board of Directors are not proposing a
final dividend for the current year as we
continue to execute our strategy, invest
in the growth of the business and return
surplus capital to shareholders via a
buyback.
During the year the Company completed
a share capital reduction, which included
the cancellation of the share premium
account, in order to create positive
distributable reserves. This enables
the Company, as it wishes, to pay
shareholders dividends or to be used for
other valid corporate purposes, such as
the purchase of its own shares. In this
regard, the Company today announces
that it is launching a £6m share buyback
programme.
Corporation and deferred taxation
The current year tax credit of £0.5m
(2023: £0.8m) largely relates to the
recognition of an additional £0.8m
deferred tax asset (2023: £1.6m) (see
Note 13) and £0.2m corporation tax
charge (2023: £0.7m).
Geoff Green
Chief Financial Officer
28 March 2025
The high-margin nature of
content licensing supports strong
operational leverage.
11
Strategic Report
Corporate Governance
Financial Statements
The Board recognises that Gaming
Realms has a number of stakeholders,
including shareholders, customers,
employees, suppliers and regulators. The
Board is cognisant of its responsibility
to understand each of their views and
does this through a variety of methods,
which are continually reviewed to
remain effective. Updates are provided
and discussed at Board and relevant
Committee meetings. Throughout
this Annual Report, we have provided
information on some of the initiatives
and approaches undertaken in relation to
stakeholder engagement by the Group
during 2024.
Section 172 statement
The Board of Directors, in line with their
duties under section 172 (“s172”) of
the Companies Act 2016, act in a way
they consider, in good faith, would be
most likely to promote the success of the
Company for the benefit of its members
as a whole, and in doing so have regard to
a range of matters when making decisions
for the long term. Key decisions and
matters that are of strategic importance
to the Company are appropriately
informed by s172 factors.
Section 172 of the Companies Act
2006 requires Directors to take into
consideration the interests of stakeholders
and other matters in their decision
making. The Directors continue to have
regard to the interests of the Company’s
employees and other stakeholders, the
impact of its activities on the community,
the environment and the Company’s
reputation for good business conduct,
when making decisions. In this context,
acting in good faith and fairly, the
Directors consider what is most likely to
promote the success of the Company for
its members in the long term. We explain
in this Annual Report, and below, how the
Board engages with stakeholders.
The Board regularly reviews the
Company’s principal stakeholders
and how it engages with them. This
is achieved through information
provided by management and also by
direct engagement with stakeholders
themselves.
Shareholders
The Board is committed to maintaining constructive dialogue with shareholders and ensuring that it has a deep understanding
of their views. It also recognises that shareholders consider a range of environmental, social and governance matters. The Chair,
Chief Executive Officer and Chief Financial Officer, on behalf of the Board, meet shareholders regularly and report to the Board
on these discussions. All Directors are also available to meet institutional investors on request.
Some of the activities undertaken during 2024 are summarised below:
• The Company has engaged with an Investor Relations consultant.
• The Chair engaged with key shareholders on corporate governance matters.
• The Non-Executive Directors have engaged with stakeholders during the year.
• Private individual shareholders were communicated with via the Company Secretary.
• The Chairman, Chief Executive Officer and Chief Financial Officer have conducted a number of “online” presentations and
interviews in order to have greater transparency with shareholders.
AGM
All three of our Executive Directors attended the 2024 AGM and an average of 41% of the total issued share capital was voted
across all resolutions. Shareholders were given the opportunity to send in questions in advance to be answered by the directors
at the 2024 AGM on the Group’s strategy and future outlook.
The 2025 AGM will be held on 4 June 2025. Separate resolutions are proposed on each item of business.
Website and shareholder communications
Further details on the Group, our business and key financial dates can be found on our corporate website:
www.gamingrealms.com
Players
We always ensure that Responsible Gambling is at the heart of our game design process and have recently built a tool for
operators to configure stakes within games in order to manage their players responsibly. We only contract with licensed
partners, ensuring that the players are given a high level of protection through these operators. As our games are certified in
highly regulated markets such as the UK, USA and Sweden, the standards we have to provide for our games and RGS systems in
terms of player protection is already set to an incredibly high level.
Engaging with Stakeholders
Gaming Realms plc Annual Report and Accounts 2024
12
Customers
We are providing our customers with an increasing portfolio of unique games each year. We are making significant
improvements to our platform in order to prepare for large scale growth.
We ensure our games and platform are fully tested before each new launch and adhere to any regulations required for them.
Trust is important to our customers and their end users, and our competitive customer offering is maintained through our
unique Slingo IP, together with constant communication and emphasis on accounts management.
We have invested in account managers who work closely with our B2B partners to ensure good relationships and that we get
maximum exposure for our content.
Employees
Employee engagement is critical to our future success. In a year of hybrid remote working, our employees have worked hard to
support the business and sustain our culture.
Empowerment, career development, health and well-being and social responsibility are all areas our employees have told us
they consider important in the workplace.
The Board gains an understanding of the views of our employees and the culture of the organisation through visits to our
offices, one-to-one meetings, Board presentations and via assessment of office wide engagement scores and views.
We continue to monitor and develop our approach to performance management, to promote a culture of continuous
improvement.
As a method of retaining its Executive Team, senior management and key employees, the Group issues share options linked to
future service periods. During the year the Group granted 2.4 million such options (see Note 23) to its Executive Directors and
certain employees.
Suppliers
We have established long-term partnerships that complement our in-house expertise and have built a network of specialised
partners within the industry and beyond.
We have an open, constructive and effective relationship with all suppliers through regular meetings which provide both parties
the ability to feedback on successes, challenges and the future roadmap.
Our procurement policy includes a commitment to sustainable procurement and mitigation against the risk of modern slavery,
anti-bribery and corruption, and data protection/privacy breaches across our supply chain. We aim to operate to the highest
professional standards, treating our suppliers in a fair and reasonable manner and settling invoices promptly.
We regularly monitor the relationship and engagement approach with our third-party suppliers.
Regulators
We have an open and transparent dialogue with the regulatory and industry bodies that we work with.
The Group has a compliance team to ensure that all regulatory guidelines are met in its gambling operations. The Group also
maintains close legal counsel to advise on any changes to the regulatory framework, as well as updates on territories currently
outside the Group’s activities.
We spent 2024 working with the regulators in which we achieved our full licenses for West Virginia, British Columbia and
Denmark. Looking ahead to 2025, we expect to work with the regulators for Delaware and Alberta, and will be ready for any
further US states that approve iGaming.
13
Strategic Report
Corporate Governance
Financial Statements
The Board constantly monitors and assesses risks and uncertainties within the Group’s trading activities. There will always be a
level of risk that needs to be evaluated against the Group’s potential returns in any activity.
Risk
How this Risk is managed
Regulatory and Legislation
Online gambling and gaming are subject to a dynamic and complex
regulatory regime.
The Group now holds supplier licences from the following regulators;
• UK Gambling Commission;
• New Jersey Division for Gaming Enforcement;
• Michigan Gaming Control Board;
• Pennsylvania Gaming Control Board;
• Connecticut Department of Consumer Protection;
• West Virginia Lottery Commission;
• Alcohol and Gaming Commission of Ontario;
• British Columbia Gaming Policy and Enforcement Branch;
• National Gambling Office of Romania;
• Malta Gaming Authority;
• Swedish Gambling Authority;
• Greek Hellenic Gaming Commission; and
• Danish Gambling Authority.
The Group will be pursuing further licenses in regulated markets in
2025, with a focus on U.S. markets as they open.
In late 2020, the UK Government launched a review of the Gambling
Act 2005, with the aim to ensure it is “fit for the digital age”. The
initial findings report was published in 2023 and the Conservative
government set out proposed actions, however this has been
interrupted by the change of government. These actions are being
enacted in April 2025 following legislation being affirmed by both
Houses and becoming law on 25 February 2025.
It is key to the Group to maintain compliance with all licences and
any new ones that are required. These are critical to the continuing
operation of the Group’s gambling activities and also the production
and supply of its unique content into both its operations and other third
parties.
The Board considers this to be a greater risk than the previous year due
to the Group operating in more regulated territories and the potential
disruption in the UK market.
The Group has a compliance team to ensure that all regulatory
guidelines are met in its gambling operations, including any potential
changes arising from the UK Government’s review of the Gambling
Act 2005. The Group also maintains close legal counsel to advise
on any changes to the regulatory framework, as well as updates on
territories currently outside the Group’s activities.
Taxation Risk
From the end of 2014, the gaming industry has been subject to point
of consumption tax in relation to gambling activities within the UK.
The rate increased to 21% in April 2019. There is a risk that increased
gaming duty or taxes in the UK or other significant jurisdictions for the
Group impacts revenues generated.
The Board considers this risk to remain static with the previous year.
The licensing business operates in multiple jurisdictions reducing the
impact of individual jurisdiction specific tax changes. The tax liability
is borne by the operator.
Residency
The Group has legal entities in several jurisdictions, including US,
Canada, Malta and the UK.
The Board considers this risk to remain static with the previous year.
The Group has undertaken a detailed transfer pricing exercise to
ensure that revenue and profits are attributed correctly between the
operating locations and continues to monitor taxation policies in all
jurisdictions.
Competition
The online and free to play gaming markets are highly competitive in
North America and Europe. Failure to be able to hold a competitive
advantage would result in attracting less players and have lower
engagement on our apps and sites.
The Board considers this risk to remain static with the previous year.
In following the Group’s strategy of developing new unique IP and
content, the Group feels well placed to be able to compete in the
markets it operates in. It invests significant resource to be able to
improve its development and operations. We have protected the
Slingo mark and game mechanics through various registered marks
and patents that the Group owns.
Diverse products and geographies also help to diversify the risk.
Principal Risks and Uncertainties
Gaming Realms plc Annual Report and Accounts 2024
14
Risk
How this Risk is managed
Time to Market
The Group invests highly in technology and bringing new products
and games to market. A delay in time to market will result in a loss of
competitive advantage, a loss in potential revenue and also increasing
cost of development.
The Board considers this risk to remain static with the previous year.
The Group has invested highly in having a dual product track to allow
its products and games to be ready for both licensing and publishing
exploitation in the same release.
Extensive work is undergone on the planning stage to ensure that
timeframes can be met, and products go live at the highest standard.
Dependence on technology
As a provider of online gambling services, the Group’s business is reliant
on technology and advanced information systems. If the Group does not
invest in the maintenance and further development of its technology
systems, there is a risk that these systems may not cope with the needs
of the business and may fail. The Group is reliant on the Internet and
is vulnerable to activities such as distributed denial of service attacks,
other forms of cyber-crime and a wide range of malicious viruses.
The Board considers this risk to remain static with the previous year.
The Group continues to invest in its proprietary platform to ensure
the necessary features and functionality meet partner needs. In
addition, it has adopted industry standard protections to detect
intrusions or other security breaches and implements preventative
measures to protect against sabotage, hackers, viruses and other
cyber-crime.
The Group also holds relevant insurance to cover against this.
Dependence on third-party service providers
The Group engages with a number of providers for cloud-based
technology and remote deployment, as well as other important service
providers. In the event that there is any interruption to the products or
services provided by third parties, problems in supplying the products,
one or more ceased to be provided or are provided on onerous terms to
the Group, this may have an adverse effect on the Group’s business and
performance.
The Board considers this risk to remain static with the previous year.
The Group uses reliable and well-known suppliers and ensures that
contractual agreements with key partners offer adequate protection.
The Team
The ability to carry out the Group’s strategy is dependent on the
engagement of its senior management team, its technology,
commercial and operations teams. The Group operates with a small
team across 2 main locations. If key employees leave, there is a risk of
loss of knowledge.
The Board considers this risk to remain static with the previous year.
The Group continues to invest in its employees to ensure that it can
attract, recruit and maintain a high-quality team. During the year,
The Group has made a number of hires in key positions to ensure the
team is appropriate for the next phase of the Company’s growth.
Business disruption
Business disruptions may occur where the Group’s workforce is unable to
work or communicate, including due to pandemics such as COVID-19.
Such disruptions affect the global economy and therefore our B2B
operators and end users, if spending and confidence are significantly
affected.
The Board considers this risk to remain static with the previous year.
The Group actively monitors developments which may affect its
operations and the Directors have taken practical steps to mitigate
disruption this is causing to the business.
The Group’s workforce is predominantly based in the UK, Canada and
the US. We successfully migrated to a home working model during
the pandemic. Our colleagues’ mental and physical well-being is
being closely monitored and managed with training and support for
all employees.
The 2024 Strategic Report on pages 1 to 15 has been approved by the Board of Directors.
On behalf of the Board:
Mark Segal
Chief Executive Officer
28 March 2025
15
Strategic Report
Corporate Governance
Financial Statements
Board and Executive Management
Michael Buckley
Executive Chairman
Michael Buckley was Chairman
of Cashcade, founded in
2000. Cashcade became
a leading UK-based online
gaming company prior to its
sale to PartyGaming plc in
2009 for an aggregate sale
consideration of £96m for
shareholders.
Michael has invested in
and been Chairman of a
number of public companies.
These include SelecTV plc,
a producer of comedy and
comedy drama series for
television such as Lovejoy,
Birds of a Feather and The New
Statesman. SelecTV invested in
a consortium which in 1991
won the franchise to create
Meridian Television, part of the
ITV Network, of which Michael
was a founding Director. He
was also Chairman of Pacific
Media plc, which invested in a
number of internet backbone
companies in Asia during the
1990s as well as creating a
chain of movie theatres in
South East Asia in partnership
with United Artists Theatre
Circuit Inc. Michael has held
other public and private
company directorships,
having obtained a professional
qualification as a chartered
accountant in the UK.
Mark Segal
Chief Executive Officer
Mark Segal joined Gaming
Realms in May 2013 having
left bwin.party as Finance
Director for the bingo vertical.
Previous to that Mark was
Finance Director of Cashcade
until it was acquired by
PartyGaming plc in July 2009.
Mark was responsible for the
full finance function, including
commercial negotiations,
business intelligence and
operational support in the
business, and was involved in
the sale to PartyGaming plc
and acquisition by Cashcade
of Independent Technology
Ventures in July 2007. Prior
to joining Cashcade, in May
2005, Mark spent five years
at the accountancy firm
Martin Greene Ravden, where
he qualified as a chartered
accountant in 2003.
Geoff Green
Chief Financial Officer
Geoff Green was appointed
as Gaming Realms’ Chief
Financial Officer on 1 February
2023, having joined the
Group in July 2019 and was
previously Finance Director in
support of the CFO. Prior to
Gaming Realms, Geoff spent
8 years at BDO LLP, where
he qualified as a chartered
accountant in 2013.
16
16
Gaming Realms plc Annual Report and Accounts 2024
Mark Wilson
Non-executive Director
Mark Wilson is a strategic
adviser and investor in media,
gaming and real estate. Mark
has held multiple senior
leadership positions, serving
as CEO of Television Games
Network, Executive Chairman
of Music Choice International,
President of Hubbard Enterprises,
Managing Member of
New Mexico Gaming LLC,
and General Counsel and
Corporate Secretary of
Churchill Downs. He received
a Juris Doctorate from the
University of Louisville.
Mark Blandford
Non-executive Director
Mark was the owner of a
traditional ‘bricks and mortar’
bookmaker’s chain for over
15 years, then recognised the
potential of the internet in
the mid 1990’s. In 1998 he
founded Sportingbet.com, and
in 2001 floated the company
on AIM. Mark stepped down
from the Board of Sportingbet
in 2007 before its eventual
sale in 2013 for £485m, with
the assets being split between
William Hill and GVC. In
2002, Mark was awarded AIM
Entrepreneur of the Year.
After stepping down from
the board of Sportingbet,
Mark has become an active,
successful and widely followed
investor in the digital pay2play
entertainment space.
Anna Massion
Non-executive Director
On November 1, 2022 Anna
Massion was appointed as
a member of the board of
the Company. Ms. Massion
currently serves as an
Independent Non-Executive
Director on several boards
including PlayAGS and
Betmakers AU. Previously,
Ms. Massion was a Senior
Analyst for PAR Capital
Management from February
2014 through June 2019.
Ms. Massion has also served
as a Director of Gaming,
Lodging and Leisure Research
at Hedgeye Risk Management,
LLC from November 2008
through February 2014, Vice
President/Senior Research
Analyst at Marathon Asset
Management from April 2008
through October 2008 and
at JP Morgan from September
2001 through March 2008
as a Vice President on the
Proprietary Trading Desk
from 2004. Ms. Massion
holds a Bachelor of Science
in Economics, Concentration
in Finance, Minor in Russian
and a Master of Business
Administration in Finance,
Major in Finance from The
Wharton School at the
University of Pennsylvania.
Jim Ryan
Non-executive Director
Jim Ryan is the CEO of Pala
Interactive, LLC a real money
gambling operator and B2B
platform provider focused
on the US regulated online
gaming market. Prior to
Pala Interactive, Jim was the
Co-CEO of bwin.party digital
entertainment plc. He has
spent the last 24 years of
his career in leadership roles
within the online gaming
sector. Jim has led a number of
the industry’s largest merger
and acquisition transactions
which include the merger of
PartyGaming plc and bwin, the
acquisitions of Cashcade (Foxy
Bingo) and the World Poker
Tour and the sale of St Minver
Limited to GTECH. Jim held
senior posts at four publicly
listed companies. In addition to
his role of CEO of PartyGaming
plc and Co-CEO of bwin.party
digital entertainment plc
he was President and Chief
Executive Officer of Excapsa
Software Inc. and as Chief
Financial Officer of CryptoLogic
Inc. and Chief Financial Officer
of SXC Health Solutions Corp
and was CEO of St. Minver
Limited. Jim also held senior
management posts at Procuron
Inc., Metcan Information
Technologies Inc. and Epson
Canada Limited. Educated at
Brock University (Goodman
School of Business) in Ontario,
Canada, where he obtained
a business degree with first
class honours, Jim obtained
professional qualifications as
a chartered accountant and
certified public accountant
from the Canadian Institute of
Chartered Accountants.
JR
MW
MB
AM
17
Financial Statements
17
Strategic Report
Corporate Governance
Directors’ Report
The Directors present their Annual Report
together with the audited financial
statements for the year ended 31
December 2024.
Principal activities
The Group’s principal activities during the
year were that of content development
and licensing to real money and social
gaming customers in Europe and North
America.
These financial statements present the
results of the Group for the year ended
31 December 2024.
Names of Directors and dates of any
changes
The Directors who served during the year
and to the date of this report were:
•
Michael Buckley
•
Mark Segal
•
Geoff Green
•
Anna Massion
•
Jim Ryan
•
Mark Wilson
•
Mark Blandford
Directors’ and Officers’ liability
insurance
The Group has purchased and maintains
appropriate insurance cover in respect
of Directors’ and Officers’ liabilities. The
Group has also entered into qualifying
third-party indemnity arrangements
for the benefit of all its Directors, in a
form and scope which comply with the
requirements of the Companies Act
2006.
Results and dividends
The results for the year are set out on
page 30. The Company will not be
paying a dividend this year (2023: none).
During the year the Company completed
a share capital reduction, which included
the cancellation of the share premium
account, in order to create positive
distributable reserves. This enables
the Company, as it wishes, to pay
shareholders dividends or to be used for
other valid corporate purposes, such as
the purchase of its own shares.
Post balance sheet events
There were no significant events
impacting the Company that occurred
after 31 December 2024.
Financial instruments
Details of the Group’s financial risk
management objectives and policies
are included in Note 21 to the financial
statements.
Research and development
The Group maintains its level of
investment in software development
activities. In the opinion of the Directors,
continued investment in this area is
essential to strengthen the Group’s
market position for future growth. During
the year, the Group capitalised £5.4m
(2023: £4.6m) of development costs
(see Note 15).
During the year, the Group claimed
Research and Development relief as
per Notes 4 and 13 to the financial
statements.
Future developments
Future developments are discussed in
the Executive Chairman’s Statement on
page 4.
The Directors report was approved on
behalf of the Board on 28 March 2025
and signed on its behalf by
Mark Segal
Chief Executive Officer
28 March 2025
Going concern
Under Company law, the Company’s
Directors are required to consider
whether it is appropriate to prepare the
financial statements on the basis that
the Group and Company are a going
concern.
The Group meets its day-to-day working
capital requirements from the cash flows
generated by its trading activities and its
available cash resources.
As disclosed further in Note 1 of the
financial statements, whilst there are a
number of risks to the Group’s trading
performance as summarised on page
14, the Group is confident of its ability
to continue to meet its liabilities as they
fall due. The Group’s strategic forecasts,
based on reasonable assumptions,
indicate that the Group should be able to
operate within the level of its currently
available resources. After making
enquiries and after consideration of the
Group’s existing operations, cash flow
forecasts and assessment of business,
regulatory and financing risks, the
Directors have a reasonable expectation
that the Group and Company have
adequate resources to continue in
operational existence for the foreseeable
future.
Accordingly, they continue to adopt the
going concern basis in preparing the
Annual report and Accounts.
Disclosure to auditors
The Directors who held office at the
date of approval of this Directors’ report
confirm that, as far as they are aware,
there is no relevant audit information of
which the Company’s auditor is unaware;
and each Director has taken all the
steps that ought to have been taken as
a Director to make themselves aware of
any relevant audit information and to
establish that the Company’s auditor is
aware of that information.
BDO LLP have expressed their willingness
to continue in office and a resolution to
reappoint them will be proposed at the
Annual General Meeting in accordance
with Section 489 of the Companies Act
2006.
18
18
Gaming Realms plc Annual Report and Accounts 2024
The Directors are responsible for
preparing the Annual Report and
financial statements in accordance with
applicable law and regulations.
Company law requires the Directors
to prepare financial statements for
each financial year. Under that law
the Directors have elected to prepare
the Group financial statements
in accordance with UK adopted
International Accounting Standards
and the company financial statements
in accordance with United Kingdom
Generally Accepted Accounting Practice
(United Kingdom Accounting Standards
and applicable law). Under company
law the Directors must not approve
the financial statements unless they
are satisfied that they give a true and
fair view of the state of affairs of the
Group and Company and of the profit
or loss of the Group for that period. The
Directors are also required to prepare
financial statements in accordance with
the rules of the London Stock Exchange
for companies trading securities on the
Alternative Investment Market (‘AIM’).
In preparing these financial statements,
the Directors are required to:
• Select suitable accounting policies and
then apply them consistently;
• Make judgements and accounting
estimates that are reasonable and
prudent;
• State whether they have been
prepared in accordance with UK
adopted International Accounting
Standards, subject to any material
departures disclosed and explained in
the financial statements; and
• Prepare the Group and the Company
financial statements on the going
concern basis unless it is inappropriate
to presume that the Group and
Company will continue in business.
The Directors are responsible for keeping
adequate accounting records that
are sufficient to show and explain the
Company’s transactions and disclose
with reasonable accuracy at any time
the financial position of the Company
and enable them to ensure that the
financial statements comply with the
requirements of the Companies Act
2006. 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.
Website publication
The Directors are responsible for
ensuring the Annual Report and the
financial statements are made available
on a website. Financial statements are
published on the Company’s website
in accordance with legislation in the
UK governing the preparation and
dissemination of financial statements,
which may vary from legislation in other
jurisdictions. The maintenance and
integrity of the Company’s website is
the responsibility of the Directors. The
Directors’ responsibility also extends to
the ongoing integrity of the financial
statements contained therein.
Statement of Directors’ Responsibilities
19
Financial Statements
19
Strategic Report
Corporate Governance
Chairman’s Introduction
The Directors recognise the importance of good corporate governance and have chosen to apply the Quoted Companies Alliance
Corporate Governance Code (the ‘QCA Code’). The QCA Code was developed by the QCA in consultation with a number of
significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies.
The underlying principle of the QCA Code is that “the purpose of good corporate governance is to ensure that the company
is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term”. The
Group is not in compliance with all aspects of the Code due to the size and relative stage of development of the business, but
remains committed to developing its compliance position over time as the business grows and matures. To see how the Company
addresses the key governance principles defined in the QCA Code please refer to the Company’s website and the below table.
(The Company has not prepared an official Chairman’s corporate governance statement).
The principles of the Quoted Company Alliance (QCA) Code
QCA Code Principle
What we do and why
1. Establish a strategy
and business model
which promote
long-term value for
shareholders
The Company develops, publishes and licenses mobile real money and social games. Through its
market leading mobile platform and unique IP and brands, Gaming Realms is bringing together
media, entertainment and gaming assets in new game formats. Our goal is to try to beat the
market by investing in unique content and relationships with partners.
We do that through:
• Investing in unique mobile content and features on our gaming platform
• Investing with discipline, because we are able to test new opportunities before we roll them out
• Using data and technology to continuously improve. We are able to AB test all developments in
games and platform and able to deploy only the best.
• We generate revenue by licensing our unique gaming content and Slingo brand to online real
money gaming operators, social publishing operators, lotteries and land-based gambling games
manufacturers.
Key Challenges in implementing the strategy:
• Regulatory framework is continually changing for Gambling which requires constant updates and
development work per territory
• Continuing to create best in class Games to licence to operators
• Having technical resource to integrate the games onto Client sites
2. Seek to understand
and meet shareholder
needs and
expectations
Please refer to our website for further details on how we comply with this requirement of the QCA
code: https://www.gamingrealms.com/wp-content/uploads/Statement-of-Compliance-with-the-
QCA-Corporate-Governance-Code-2020-02.pdf
3. Take into account
wider stakeholder and
social responsibilities
and their implications
for long-term success
Please refer to our website for further details on how we comply with this requirement of the QCA
code: https://www.gamingrealms.com/wp-content/uploads/Statement-of-Compliance-with-the-
QCA-Corporate-Governance-Code-2020-02.pdf
4. Embed effective
risk management,
considering both
opportunities and
threats, throughout
the organisation
The Board recognises that maintaining sound controls and discipline is critical to managing the
downside risks to our plan.
To continue the improvement in this area we are adding to our existing controls department,
expanding the remit of the compliance teams, and engaging with external advisors to ensure
we remain compliant with regulations in all territories we will be working in and continued tight
control on investment as we continue to develop the platform and the games content.
Both the Board and senior managers are responsible for reviewing and evaluating risk and the
Executive Directors meet at least monthly to review ongoing trading performance, discuss
budgets and forecasts and new risks associated with ongoing trading.
Corporate Governance
20
20
Gaming Realms plc Annual Report and Accounts 2024
5. Maintain the board as
a well- functioning,
balanced team led by
the chair
The Board comprises the Executive Chairman, two Executive Directors and four Non-Executive
Directors. Michael Buckley, the Executive Chairman, is responsible for the running of the Board
and is supported by Mark Segal and Geoff Green, the Chief Executive Officer and Chief Financial
Officer respectively. Michael has executive responsibility for running the Group’s business and
implementing Group strategy. The Board has 4 Non-Executive Directors and is able to govern on
an effective basis.
The Directors considered to be independent are Jim Ryan, Mark Wilson, Mark Blandford and Anna
Massion.
Key Board activities this year included:
• Input into the accelerating growth plan
• Considered our financial and non-financial policies
• Discussed strategic priorities, including expansion into new territories
• Discussed the Group’s capital structure and financial strategy
• Reviewed the Group risk register, including Compliance
• Reviewed feedback from shareholders post full and half year results
The Board is supported by the Audit and Remuneration Committees. The Committees’ roles and
members are available on the Company’s website.
During the year there were 13 board meetings. Attendance records were:
Board Member
Meetings Attended
Michael Buckley
13
Mark Segal
13
Geoff Green
13
Jim Ryan
13
Mark Wilson
13
Mark Blandford
12
Anna Massion
13
6. Ensure that between
them the Directors
have the necessary
up-to-date experience,
skills and capabilities
The Board is satisfied that, between the Directors, it has an effective and appropriate balance
of skills and experience, including in the areas of international online gambling, international
licensing, finance, innovation, and marketing. All Directors receive regular and timely information
on the Group’s operational and financial performance. Relevant information is circulated to the
Directors in advance of meetings. The business reports monthly on its headline performance
against its agreed budget, and the Board reviews the monthly update on performance and any
significant variances are reviewed at each meeting.
The Board makes decisions regarding the appointment and removal of Directors, and there is a
formal, rigorous and transparent procedure for appointments.
Full details of the Board members and their experience and skills can be found on page 16 of the
2024 Annual Report or via the Investor link on Gaming Realms plc’s website.
The Board has not sought external advice on any significant matter, apart from advice sought
in the normal course of business from our lawyers and tax compliance and other advisors. No
external advisors have been engaged by the Board of Directors, except as noted above.
21
Financial Statements
21
Strategic Report
Corporate Governance
7. Evaluate Board
performance
based on clear and
relevant objectives,
seeking continuous
improvement
A Board evaluation process will be carried out annually going forward as part of a wider strategy
review and future planning discussion. The process will be led by the Chairman and every
three years with the help of an external facilitator, the Board will be challenged to review its
performance and effectiveness objectively. During this process the Board will consider:
• Performance of the Board against the current strategy;
• Effectiveness of the Board in areas such as supervision, leadership and management of personnel
and risk areas;
• Areas of weakness either at Board level or executive management level for which recruitment
may be required; and
• Succession planning.
8. Promote a culture that
is based on ethical
values and behaviours
Our long-term growth is underpinned by our corporate culture and core beliefs. As part of a new
starter pack all new employees are provided with the core values in which the Group operates.
At Gaming Realms we take pride in our work ethic, creativity and cooperative team dynamic. It
is important to us to keep moving forward as a company, producing innovative work, reflecting
on mistakes, and striving to improve with each new project. None of this is achievable without
strong relationships and a collaborative working environment, which is at the core of our company
ethos and success. The culture of the Company is to ensure we operate in an environmentally
friendly way, with an energy efficient approach. The Group has policies in the following areas to
help promote ethical values and behaviour: whistleblowing, antibribery, anti-slavery, fraud, equal
opportunities, disciplinary and grievance procedures, health and safety. These policies form part of
a globally applicable Group Policy Handbook and Code of Conduct.
9. Maintain governance
structures and
processes that
are fit for purpose
and support good
decision-making by
the Board
Please refer to our website for further details on how we comply with this requirement
of the QCA code:
https://www.gamingrealms.com/wp-content/uploads/Statement-of-Compliance-with-the-QCA-
Corporate-Governance-Code-2020-02.pdf
10. Communicate
how the Company
is governed and
is performing
by maintaining
a dialogue with
shareholders and
other relevant
stakeholders
The Company communicates with shareholders through the Annual Report and Accounts, full-year
and half-year announcements, the Annual General Meeting (AGM) and one-to-one meetings with
large existing or potential new shareholders.
The Board receives regular updates on the views of shareholders through briefings and reports
from the Executive Chairman, Chief Executive Officer, Chief Financial Officer and the Company’s
brokers. The Company communicates with institutional investors through briefings with
management.
In addition, analysts’ notes and brokers’ briefings are reviewed to achieve a wide understanding of
investors’ views. The Company completes regular employee surveys to maintain an open dialogue
with employees.
There is a requirement to prepare both an Audit Committee report and a Remuneration report.
These have not been done in this report but we will look to publish such reports in the future.
Corporate Governance continued
22
22
Gaming Realms plc Annual Report and Accounts 2024
Roles of the Board, Executive
Chairman, Chief Executive Officer and
Chief Financial Officer
The Board is responsible for the long-
term success of the Company. There is
a formal schedule of matters reserved
to the Board. It is responsible for overall
Group strategy; approval of major
investments (whether Capex or Opex);
approval of the annual and interim
results; annual budgets; dividend
policy; and Board structure. It monitors
the exposure to key business risks
and reviews the strategic direction of
all trading subsidiaries, their annual
budgets and their performance in
relation to those budgets. There is a
clear division of responsibility at the
head of the Company. The Chairman is
responsible for running the business of
the Board and for ensuring appropriate
strategic focus and direction. The
Chairman, Chief Executive Officer and
Chief Financial Officer are responsible
for proposing the strategic focus to
the Board, implementing it once it has
been approved and overseeing the
management of the Company through
the Executive Team.
All Directors receive regular and
timely information on the Group’s
operational and financial performance.
Relevant information is circulated to
the Directors in advance of meetings.
The business reports monthly on its
headline performance against its agreed
budget, and the Board reviews the
monthly update on performance and
any significant variances are reviewed at
each meeting. Senior executives below
Board level maybe invited to attend
Board meetings where appropriate
to present business updates. Board
meetings throughout the year are held at
the Company’s Head Office in London.
Executive Team
The Executive Team consists of Michael
Buckley, Mark Segal and Geoff Green
with input from the vertical directors
and teams. They are responsible for
formulation of the proposed strategic
focus for submission to the Board, the
day-to-day management of the Group’s
businesses and its overall trading,
operational and financial performance
in fulfilment of that strategy, as well
as plans and budgets approved by the
Board of Directors. It also manages
and oversees key risks, management
development and corporate
responsibility programmes. The Executive
team reports to the Board on issues,
progress and recommendations for
change. The controls applied by the
Executive Team to financial and non-
financial matters are set out earlier in this
document, and the effectiveness of these
controls is regularly reported to the Audit
Committee and the Board.
Board committees
The Board is supported by the Audit
and Remuneration committees. Each
committee has access to such resources,
information and advice as it deems
necessary, at the cost of the Company,
to enable the committee to discharge its
duties.
The Audit Committee has the primary
responsibility of monitoring the quality
of internal controls and ensuring that
the financial performance of the Group
is properly measured and reported on.
It will receive and review reports from
the Group’s management and external
auditors relating to the interim and
annual accounts and the accounting
and internal control systems in use
throughout the Group. The Audit
Committee will meet not less than
twice in each financial year and will
have unrestricted access to the Group’s
external auditors. The Audit Committee
is chaired by Jim Ryan and also comprises
Mark Blandford and Anna Massion.
The Remuneration Committee reviews
the performance of the executive
directors and make recommendations
to the Board on matters relating to their
remuneration and terms of service.
The Remuneration Committee also
makes recommendations to the Board
on proposals for the granting of share
options and other equity incentives
pursuant to any employee share option
scheme or equity incentive plans in
operation from time to time. The
Remuneration Committee meets as
and when necessary. In exercising this
role, the directors shall have regard to
the recommendations put forward in
the QCA Guidelines. The Remuneration
Committee is chaired by Anna Massion
and comprises Jim Ryan and Mark Wilson.
The Company will continue to review the
corporate governance framework as the
business grows.
23
Financial Statements
23
Strategic Report
Corporate Governance
Independent auditor’s report to the
members of Gaming Realms plc
In our opinion:
• the financial statements give a true
and fair view of the state of the
Group’s and of the Parent Company’s
affairs as at 31 December 2024 and
of the Group’s profit for the year then
ended;
• the Group financial statements have
been properly prepared in accordance
with UK adopted international
accounting standards.
• the Parent Company financial
statements have been properly
prepared in accordance with United
Kingdom Generally Accepted
Accounting Practice; and
• the financial statements have been
prepared in accordance with the
requirements of the Companies Act
2006.
We have audited the financial
statements of Gaming Realms plc
(“the Parent Company”) and its
subsidiaries (“the Group”) for the year
ended 31 December 2024 which
comprise the Consolidated Statement
of Comprehensive Income, the
Consolidated and Parent Company
Statements of Financial Position, the
Consolidated and Parent Company
Statements of Changes in Equity, the
Consolidated Statement of Cash Flows
and notes to the financial statements,
including material accounting policy
information.
The financial reporting framework that
has been applied in their preparation
of the Group financial statements
is applicable law and UK adopted
international accounting standards. The
financial reporting framework that has
been applied in the preparation of the
Parent Company financial statements
is applicable law and United Kingdom
Accounting Standards, including
Financial Reporting Standard 101
Reduced Disclosure Framework (United
Kingdom Generally Accepted Accounting
Practice).
Basis for opinion
We conducted our audit in accordance
with International Standards on
Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those
standards are further described in the
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 Group and
the Parent Company in accordance
with the ethical requirements that are
relevant to our audit of the financial
statements in the UK, including the FRC’s
Ethical Standard, and we have fulfilled
our other ethical responsibilities in
accordance with these requirements.
Conclusions relating to going
concern
In auditing the financial statements, we
have concluded that the Directors’ use
of the going concern basis of accounting
in the preparation of the financial
statements is appropriate. Our evaluation
of the Directors’ assessment of the Group
and the Parent Company’s ability to
continue to adopt the going concern
basis of accounting included:
A critical evaluation of Directors’
assessment of the entity’s ability to
continue as a going concern by:
• Evaluating the process the Directors
followed in making their assessment,
including confirming that the
assessment and underlying projections
were prepared by appropriate
individuals with sufficient knowledge
of the detailed figures as well as an
understanding of the entities markets,
strategies and risks.
• Understanding, challenging and
corroborating the key assumptions
included by the Directors in their
cash flow forecasts against prior year,
our knowledge of the business and
industry, and other areas of the audit.
• Enquiry with Directors, review of
board minutes and review of external
resources to identify any key future
events that may have been omitted
from cash flow forecasts which would
impact future cash flows and cash
reserves.
• Assessing the appropriateness of
assumptions made in the Directors’
stress testing, scenario modelling
and sensitivity analysis, and the
appropriateness of the mitigating
actions including challenging whether
other reasonably possible scenarios
could occur.
• Considering the adequacy of the
disclosures relating to Going Concern
included within the annual report
against the requirements of the
accounting standards and consistency
of the disclosure against the going
concern assessment.
Based on the work we have performed,
we have not identified any material
uncertainties relating to events
or conditions that, individually or
collectively, may cast significant doubt
on the Group or Parent Company’s
ability to continue as a going concern
for a period of at least twelve months
from when the financial statements are
authorised for issue.
Our responsibilities and the
responsibilities of the Directors with
respect to going concern are described
in the relevant sections of this report.
Gaming Realms plc Annual Report and Accounts 2024
24
Overview
Key audit
matters
2024
2023
Revenue Recognition
(licensing revenue)
Capitalisation of development cost
related to platform
Materiality
Group financial statements as a whole
£583k (2023: £416k) based on 7% of Group profit before tax
(2023: 8%)
An overview of the scope of our audit
Our Group audit was scoped by
obtaining an understanding of the
Group and its environment, including
the Group’s system of internal control.
On the basis of this, we identified
and assessed the risks of material
misstatement of the Group financial
statements including with respect to the
consolidation process. We then applied
professional judgement to focus our
audit procedures on the areas that posed
the greatest risks to the group financial
statements. We continually assessed
risks throughout our audit, revising the
risks where necessary, with the aim
of reducing the group risk of material
misstatement to an acceptable level, in
order to provide a basis for our opinion.
Components in scope
The Group consists of the Parent
Company (Gaming Realms plc) and eight
subsidiaries, as listed below:
• Alchemybet Limited
• Blastworks Limited
• Blastworks Inc
• Backstage Technologies Inc
• Alchemybet Malta Holdings Limited
• Alchemybet Malta Limited
• Bluburra Holdings Limited
• Digital Blue Limited
The financial reporting close process
of all components and related controls
is centralised across the group,
but financial information in these
components is separately identifiable.
The nature of the business in each
component is not the same and their
operating location is different, therefore
the group auditor considered each legal
entity as a separate component.
As part of performing our Group audit,
we have determined the components in
scope as follows:
• Gaming Realms plc
• Alchemybet Limited
• Blastworks Limited
• Backstage Technologies Inc
• Blastworks Inc
• Digital Blue Limited
For components in scope, we used
a combination of risk assessment
procedures and further audit procedures
to obtain sufficient appropriate evidence.
These further audit procedures included:
• Procedures on the entire financial
information of the component,
including performing substantive
procedures.
• Procedures on one or more classes
of transactions, account balances or
disclosures for the specific financial
statement area scope audits.
For the purpose of our group audit, the
group consisted of 9 components in
total. These were comprised of 9 legal
entities.
Procedures were performed on the entire
financial information of 3 components,
being Gaming Realms plc, Alchemybet
Limited and Blastworks Limited.
Procedures were performed on one or
more classes of transactions, account
balances or disclosures of 3 components,
being Backstage Technologies Inc,
Blastworks Inc and Digital Blue Limited.
The Group engagement team has
performed all procedures directly and
has not involved component auditors in
the Group audit.
Procedures performed centrally
We considered there to be a high
degree of centralisation of financial
reporting and commonality of controls
and similarity of the group’s activities
and business lines in relation to all
components identified. We therefore
designed and performed procedures
centrally.
The group operates a centralised IT
function that supports IT processes for
certain components. This IT function is
subject to specified risk-focused audit
procedures, predominantly the testing
of the relevant IT general controls and IT
application controls.
25
Strategic Report
Financial Statements
Corporate Governance
Independent auditor’s report to the
members of Gaming Realms plc continued
Key audit matter
How the scope of our audit addressed the key audit
matter
Revenue recognition
– Licencing Revenue
(With reference to notes
1 and 3)
Licencing revenues include a number of
significant transactions where contracts
entered during the current and previous
year span multiple accounting periods
and include minimum guarantees and/or
uncertain future events.
There are significant judgements
required by management in determining
the performance obligations in these
contracts, whether revenue should be
recorded at a point in time or over a
period of time and the amount of revenue
to be recognised. For these reasons,
Licensing revenues was considered to be
a Key Audit Matter.
License revenue for the year was £24.5m
(2023: £19.9m).
We assessed whether the revenue recognition policies
adopted by the Group was in accordance with applicable
accounting standards.
For existing and new contracts:
• We reviewed the terms of one sampled agreement to
assess whether the revenue had been recognised in
accordance with the Group’s accounting policy and
whether any other terms within the contract had any
material accounting or disclosure implications.
• We challenged the significant judgements by
reviewing the underlying terms of the contracts,
identifying the performance obligations, and assessing
whether performance obligations had been met in
order to recognise revenue.
• We inspected supporting documentation of the
satisfaction of the performance obligation.
Key observations
Based on the work performed, we consider that revenue
has been recognised appropriately and in accordance
with the Group’s revenue recognition accounting policy
and IFRS 15 requirements.
Capitalisation of
development costs
(With reference to notes
1 and 15)
The Group incurs material expenditure on
the internal development of intangible
assets for RGS platform. Capitalised
costs comprise of payroll and external
development costs. Such expenditure
should only be capitalised when it meets
the criteria of applicable accounting
Standards.
Due to judgement being required by
management in determining the projects
and costs that meet the criteria for
capitalisation, this was considered to be
an area of focus for our audit, and hence
a Key Audit Matter.
Capitalised development costs in the year
for RGS platform were £1.7m (2023:
£1.5m).
Our procedures included the following:
• We assessed whether the capitalisation policies
adopted by the Group comply with applicable
accounting standards.
• We challenged management’s project analysis to
check that the projects capitalised met the criteria of
applicable accounting standards. This included:
- For sample of projects ensuring that projects met
capitalisation criteria of IAS 38.
- Agreeing a sample of costs capitalised in the year to
source documentation.
- Agreeing the accuracy of time capitalised to related
timecards and payroll records; and
- Inspecting evidence of the projects subsequent launch
or intention to launch.
Key observations
Based on the work performed, we consider management’s
judgements to be appropriate and adequate.
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 and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources
in the audit, and directing the efforts of the engagement team. 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.
Gaming Realms plc Annual Report and Accounts 2024
26
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We
consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these
levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the
particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance
materiality as follows:
Group financial statements
Parent company financial statements
2024
£000
2023
£000
2024
£000
2023
£000
Materiality
583
416
271
139
Basis for determining
materiality
Based on 7% of Group profit
before tax.
Based on 8%
of Group profit
before tax.
Based on 2% of total
assets of Parent
Company.
Based on 2% of total
assets of Parent
Company.
Rationale for the
benchmark applied
Profit before tax is considered as
the most appropriate benchmark
in current year instead of revenue.
As the Group has been profitable
since past few years and profit
before tax is the key focus area
for the stakeholders therefore,
materiality is based on profit
before tax.
Total assets are considered to be the most
appropriate benchmark as the principal activity of
The Parent Company is a Holding Company.
Performance
materiality
437
312
203
145
Basis for determining
performance
materiality
Based on 75% of the Group Materiality.
Based on 75% of the Parent Company Materiality.
Rationale for the
percentage applied
for performance
materiality
Based on history of minimal adjustments, with few
accounts subject to estimation and management’s
attitude to adjustments.
Based on history of minimal adjustments,
few accounts subject to estimation and
management’s attitude to adjustments.
Component performance materiality
For the purposes of our Group audit opinion, we set component performance materiality for each component of the Group, apart
from the Parent Company whose materiality is set out above, based on a percentage of between 70% and 75% (2023: 50% and
80%) of Group performance materiality dependent on the size and our assessment of the risk of material misstatement of that
component. Component performance materiality has been set at £306k (Component performance materiality set in 2023 ranged
from £156k to £250k).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £29k (2023:
£21k). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
27
Strategic Report
Financial Statements
Corporate Governance
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable
legal requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements in
the strategic report or the Directors’ report.
Matters on which we are
required to report by
exception
We have nothing to report in respect of the following matters in relation to which the Companies
Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate
for our audit have not been received from branches not visited by us; or
• the Parent Company financial statements are not in agreement with the accounting records and
returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors Responsibilities, the Directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view, and for such internal control as the 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 Group’s and the Parent 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 Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
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 (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud is detailed opposite:
Independent auditor’s report to the
members of Gaming Realms plc continued
Other information
The Directors are responsible for the other information. The other information comprises the information included in the
Annual Report and Accounts, other than the financial statements and our auditor’s report thereon. Our opinion on the financial
statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements, or our knowledge obtained in the course of the audit or otherwise appears to
be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Gaming Realms plc Annual Report and Accounts 2024
28
Non-compliance with laws and regulations
Based on:
• Our understanding of the Group and the industry in which it operates;
• Discussion with management, those charged with governance, Legal and Compliance Director and Audit Committee; and
• Obtaining and understanding of the Group’s policies and procedures regarding compliance with laws and regulations.
We considered the significant laws and regulations to be Companies Act 2006, applicable accounting frameworks and AIM rules.
The Group is also subject to laws and regulations in jurisdictions where it holds gaming licenses. Non-compliance of these laws
and regulations could have a material effect on the amount or disclosures in the financial statements, for example through the
imposition of fines or litigations.
Our procedures in respect of the above included:
• We assessed compliance with laws and regulations through enquiry with management, the Audit Committee and the Legal and
Compliance Director and through review of minutes of meeting of those charged with governance for any instances of non-
compliance with laws and regulations;
• Confirmation that the Group held gaming licences for various territories of operation through inspection of licences;
• Review of financial statement disclosures and agreeing to supporting documentation; and
• Involvement of tax specialists in the audit.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment
procedures included:
• Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
• Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material
misstatement due to fraud.
Based on our risk assessment, we identified fraud risks in relation to management override of controls and overstatement of
revenue during the year specifically through manual journal entries where incentive might exist to accelerate earnings:
• Testing journal entries throughout the year, particularly on revenue and consolidation journals, which met a defined risk criterion,
by agreeing to supporting documentation where we considered there to be a higher risk of potential fraud and other adjustment.
• Assessing whether the judgements made by management, are indicative of a potential bias, and evaluating the business rationale
of any significant transactions that are unusual or outside the normal course of business. This included those set out in the key
audit matters section of our report.
• Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members
who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-
compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that
the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent
limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the
events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Charles Morelli (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, United Kingdom
28 March 2025
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
29
Strategic Report
Financial Statements
Corporate Governance
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
Note
2024
£
2023
£
Revenue
3
28,465,754
23,421,523
Other income
4
205,903
139,562
Marketing expenses
(367,847)
(528,673)
Operating expenses
(5,923,762)
(4,801,467)
Administrative expenses
(9,293,881)
(8,168,980)
Share option and related charges
23
(767,663)
(632,304)
EBITDA before adjusting items
11
12,318,504
9,429,661
Adjusting items
5
-
(193,859)
EBITDA*
11
12,318,504
9,235,802
Amortisation of intangible assets
15
(4,009,026)
(3,863,808)
Depreciation of property, plant and equipment
16
(321,855)
(276,259)
Finance expense
12
(91,275)
(43,923)
Finance income
12
443,962
115,525
Profit before tax
8,340,310
5,167,337
Tax credit
13
500,816
757,666
Profit for the financial year
8,841,126
5,925,003
Other comprehensive income
Items that will or may be reclassified to profit or loss:
Exchange loss arising on translation of foreign operations
(122,391)
(105,004)
Total other comprehensive loss
(122,391)
(105,004)
Total comprehensive income
8,718,735
5,819,999
Profit attributable to:
Owners of the parent
8,841,126
5,925,003
8,841,126
5,925,003
Total comprehensive income attributable to:
Owners of the parent
8,718,735
5,819,999
8,718,735
5,819,999
Earnings per share
Pence
Pence
Basic
14
3.00
2.02
Diluted
14
2.87
1.96
*EBITDA is a non-GAAP measure used to represent the trading performance and results of the Group. EBITDA is defined as profit before tax adjusted
for finance income and expense, depreciation and amortisation.
The notes on pages 34 to 62 form part of these financial statements.
Gaming Realms plc Annual Report and Accounts 2024
30
Consolidated Statement of Financial Position
As at 31 December 2024
Note
31 December
2024
£
31 December
2023
£
Non-current assets
Intangible assets
15
14,768,578
13,272,711
Property, plant and equipment
16
1,317,019
367,092
Deferred tax asset
13
2,654,415
1,891,000
Other assets
17
-
139,531
18,740,012
15,670,334
Current assets
Trade and other receivables
18
6,768,580
5,060,528
Cash and cash equivalents
13,512,235
7,455,316
20,280,815
12,515,844
Total assets
39,020,827
28,186,178
Current liabilities
Trade and other payables
19
3,855,861
3,383,248
Lease liabilities
20
219,131
52,135
4,074,992
3,435,383
Non-current liabilities
Deferred tax liability
13
240,338
219,921
Lease liabilities
20
749,193
133,445
989,531
353,366
Total liabilities
5,064,523
3,788,749
Net assets
33,956,304
24,397,429
Equity
Share capital
22
294,826
29,366,782
Share premium
22
-
87,732,888
Merger reserve
(68,393,657)
(67,673,657)
Foreign exchange reserve
1,322,306
1,444,697
Retained earnings
100,732,829
(26,473,281)
Total equity
33,956,304
24,397,429
The notes on pages 34 to 62 form part of these financial statements
The financial statements were approved and authorised for issue by the Board of Directors on 28 March 2025 and were signed on its behalf by:
Mark Segal
Chief Executive Officer
31
Strategic Report
Financial Statements
Corporate Governance
Consolidated Statement of Cash Flows
For the year ended 31 December 2024
Note
2024
£
2023
£
Cash flows from operating activities
Profit for the financial year
8,841,126
5,925,003
Adjustments for:
Depreciation of property, plant and equipment
16
321,855
276,259
Loss on disposal of property, plant and equipment
6
3,067
1,571
Amortisation of intangible fixed assets
15
4,009,026
3,863,808
Other income
4
(205,903)
(139,562)
Other income received during the year
146,881
185,184
Finance income
12
(443,962)
(115,525)
Finance expense
12
91,275
43,923
Tax credit
13
(500,816)
(757,666)
Exchange differences
(918)
(105,268)
Equity settled share based payment expense
23
688,824
419,961
(Increase)/ decrease in trade and other receivables
(963,811)
368,986
Increase in trade and other payables
381,690
244,710
Decrease in other assets
139,531
-
Net cash flows from operating activities before taxation
12,507,865
10,211,384
Net tax paid in the year
(892,088)
(935,660)
Net cash flows from operating activities
11,615,777
9,275,724
Investing activities
Acquisition of property, plant and equipment
16
(205,413)
(89,715)
Acquisition of intangible assets
15
(163,378)
(157,751)
Capitalised development costs
15
(5,448,619)
(4,633,403)
Interest received
12
418,095
85,679
Net cash used in investing activities
(5,399,315)
(4,795,190)
Financing activities
Principal paid on lease liability
20
(249,049)
(236,659)
Issue of share capital on exercise of options
22
151,316
245,220
Interest paid
12
(44,457)
(28,538)
Net cash used in financing activities
(142,190)
(19,977)
Net increase in cash and cash equivalents
6,074,272
4,460,557
Cash and cash equivalents at beginning of year
7,455,316
2,922,775
Exchange (loss) / gain on cash and cash equivalents
(17,353)
71,984
Cash and cash equivalents at end of year
13,512,235
7,455,316
The notes on pages 34 to 62 form part of these financial statements.
Gaming Realms plc Annual Report and Accounts 2024
32
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
Share
capital
£
Share
premium
£
Merger
reserve
£
Foreign
Exchange
Reserve
£
Retained
earnings
£
Total to
equity
£
1 January 2023
29,200,676
87,653,774
(67,673,657)
1,549,701
(32,818,245)
17,912,249
Profit for the year
-
-
-
-
5,925,003
5,925,003
Other comprehensive loss
-
-
-
(105,004)
-
(105,004)
Total comprehensive income for the year
-
-
-
(105,004)
5,925,003
5,819,999
Contributions by and distributions to owners
Share-based payment on share options (Note 23)
-
-
-
-
419,961
419,961
Exercise of options (Note 22)
166,106
79,114
-
-
-
245,220
31 December 2023
29,366,782
87,732,888
(67,673,657)
1,444,697
(26,473,281)
24,397,429
1 January 2024
29,366,782
87,732,888
(67,673,657)
1,444,697
(26,473,281)
24,397,429
Profit for the year
-
-
-
-
8,841,126
8,841,126
Other comprehensive loss
-
-
-
(122,391)
-
(122,391)
Total comprehensive income for the year
-
-
-
(122,391)
8,841,126
8,718,735
Contributions by and distributions to owners
Share-based payment on share options (Note 23)
-
-
-
-
688,824
688,824
Exercise of options (Note 22)
115,861
35,455
-
-
-
151,316
Capital reduction (Note 22)
(29,187,817)
(87,768,343)
(720,000)
-
117,676,160
-
31 December 2024
294,826
-
(68,393,657)
1,322,306
100,732,829
33,956,304
The notes on pages 34 to 62 form part of these financial statements.
33
Strategic Report
Financial Statements
Corporate Governance
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
1. Accounting policies
General information
Gaming Realms Plc (the “Company”) and its subsidiaries (together the “Group”).
The Company is admitted to trading on the Alternative Investment Market (AIM) of the London Stock Exchange. It is incorporated
and domiciled in the UK. It is a public company limited by shares. The address of its registered office is Two Valentine Place,
London, SE1 8QH.
The consolidated financial statements are presented in British Pounds Sterling.
Basis of preparation
The Group financial statements have been prepared in accordance with UK adopted international accounting standards in
conformity with the requirements of the Companies Act 2006.
The Group financial statements have been prepared on the historical cost basis, except where certain assets or liabilities are held
at amortised cost or at fair value as described in the accounting policies below.
Basis of consolidation
The Group financial statements incorporate the financial statements of the Company and entities controlled by the Company
(subsidiaries). Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its power over the investee.
The results of subsidiaries acquired or disposed of during the period are included in the Consolidated Statement of Comprehensive
Income from the effective date of acquisition up to the effective date of disposal. Where necessary, adjustments are made to the
financial statements of subsidiaries to bring the accounting policies used in line with those used by the Group.
All intra-Group transactions, balances, income and expenses are eliminated on consolidation.
Going concern
The Group meets its day-to-day working capital requirements from the cash flows generated by its trading activities and its
available cash resources.
The Group prepares cash flow forecasts and re-forecasts at least bi-annually as part of the business planning process. The Directors
have reviewed forecast cash flows for the period to December 2027 and consider that the Group will have sufficient cash
resources available to meet its liabilities as they fall due for at least the forthcoming 12 months from the date of the approval of
the financial statements.
These cash flow forecasts have been subject to short- and medium-term stress testing, scenario modelling and sensitivity analysis
through to June 2026, which the Directors consider sufficiently robust. Scenarios considered include but are not limited to; failure
to expand into planned new regulated jurisdictions during the forecast period and a significant reduction in trading cash flows
compared to Group forecasts. The Directors note that in an extreme scenario, the Group also has the option to rationalise its cost
base including cuts to discretionary capital, marketing and overhead expenditure. The Directors consider that the required level of
change to the Group’s forecast cash flows to give a rise to a material risk over going concern are sufficiently remote.
Accordingly, these financial statements have been prepared on the basis of accounting principles applicable to a going concern,
which assumes that the Group and the Company will realise its assets and discharge its liabilities in the normal course of business.
Management has carried out an assessment of the going concern assumption and has concluded that the Group and the
Company will generate sufficient cash and cash equivalents to continue operating for the next 12 months.
Adoption of new and revised standards
The following amendments are effective for the year beginning 1 January 2024:
» IFRS 16 Leases (Amendment – Liability in a Sale and Leaseback);
» IAS 1 Presentation of Financial Statements (Amendment – Classification of Liabilities as Current or Non-current);
» IAS 1 Presentation of Financial Statements (Amendment – Non-current Liabilities with Covenants); and
» •IAS 7 Statement of Cash Flow & IFRS 7 Financial Instruments: Disclosures (Amendment - Supplier Finance Arrangements).
These amendments did not have a material impact on the Group.
Gaming Realms plc Annual Report and Accounts 2024
34
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are
effective in future accounting periods that the Group has decided not to adopt early.
The following amendment is effective for the period beginning 1 January 2025:
» IAS 21 The Effects of Changes in Foreign Exchange rates (Amendment- Lack of exchangeability)
The following amendments are effective for the period beginning 1 January 2026:
» IFRS 9 Financial Instruments & IFRS 7 Financial Instruments: Disclosures (Amendment – Classification and Measurement of
Financial Instruments)
» IFRS 9 Financial Instruments & IFRS 7 Financial Instruments: Disclosures (Amendment – Contracts referencing Nature- dependant
Electricity)
The Group is currently assessing the impact of these new accounting standards and amendments. The Group does not expect any
of the standards or amendments issued by the IASB, but not yet effective, to have a material impact on the Group.
Goodwill
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the fair value of the
identifiable assets and liabilities, including separately identifiable intangible assets, of a subsidiary, associate or jointly controlled
entity at the date of acquisition.
Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated impairment. On disposal
of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is included in the determination of the
profit or loss on disposal.
Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued, plus the amount of any non-
controlling interests in the acquiree plus, if the business combination is achieved in stages, the fair value of the existing equity
interest in the acquiree.
Contingent consideration is initially recognised at fair value on the date of acquisition and subsequently remeasured subsequently
through profit or loss.
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated statement
of comprehensive income. Where the fair value of identifiable assets, liabilities and contingent liabilities exceed the fair value of
consideration paid, the excess is credited in full to the consolidated statement of comprehensive income on the acquisition date.
Adjusted EBITDA
The Board of Directors believes that in order to best represent the trading performance and results of the Group, the reported
numbers should exclude certain one-off items. The Group therefore presents adjusted results, as described in Note 5, which differ
from statutory results due to the exclusion of these items.
Management regularly uses the adjusted financial measures internally to understand, manage and evaluate the business and make
operating decisions. These adjusted measures are among the primary factors management uses in planning for and forecasting
future periods.
EBITDA is a non-GAAP Company-specific measure defined as profit or loss before tax adjusted for finance income and expense,
depreciation and amortisation.
Adjusted EBITDA excludes non-recurring significant items which are outside the normal scope of the Group’s ordinary activities
which the directors consider to be one-off in nature that should be brought to the reader’s attention in understanding the Group’s
financial performance.
The adjusting items are separately disclosed in order to enhance the reader’s understanding of the Group’s profitability and cash
flow generation.
Adjusting items in the previous year relate to management restructuring costs.
35
Strategic Report
Financial Statements
Corporate Governance
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
Revenue
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on
behalf of third parties. The Group recognises revenue when it transfers control over a product or service to a customer.
Performance obligations and timing of revenue recognition
Revenue comprises licensing of content and IP, and social publishing.
The following is a description of the principal activities – separated by reportable segments – from which the Group generates its
revenue. For more detailed information about reportable segments see Note 11.
The Group accounts for revenue as principal where it is the licenced entity in the provision of gaming services to end users
and controls the service provision. Where the Group is considered to be acting as agent in the service provision, revenues are
recognised net.
Licensing revenue
Licensing revenue derives from contractual relationships for the right to use of intellectual property and the amount of
consideration receivable is dependent upon the value of sales the customer makes using the IP.
For content licensing, revenue is sales-based dependent on the activity of the Group’s customers. Revenue is recognised as the
usage occurs by the customer (under the IFRS 15 royalty exception).
Any minimum guarantees are recognised at a point in time when the control of the licence is passed to the customer.
For brand licensing, revenue is recognised at a point in time when there are no further monetary or financial obligations to be
fulfilled by the licensor. However, where the Group has ongoing obligations, licensing fees are further analysed for the contractual
service provision and recognised either at point in time or over time, applying the royalty exception as applicable.
Determining the transaction price
Most of the Group’s revenue is derived from fixed price contracts and therefore the amount of revenue to be earned from each
contract is determined by reference to those fixed prices and rates.
Contracts where the transaction price is not fixed are royalties which are accounted for in accordance with the usage-based
royalty exception in IFRS 15.
Allocating amounts to performance obligations
For most contracts, there is a fixed amount for each wager or credit purchased and only one performance obligation, being the
honouring of the outcome of the wager/purchase. Therefore, there is no judgement involved in allocating the contract price.
Licensing contracts work on a sales-based royalty. Therefore, there is no judgement involved in allocating the contract price.
Social publishing revenue
Social publishing revenue derives from the purchase of credits and awards on social gaming sites. In addition, revenue is
generated from in-app advertisements.
Revenue is recognised at a point in time when the user credit has been purchased as there is no further service to be delivered
and credits are non-refundable. In-app advertising revenue is recognised at a point in time when the advertisement is displayed,
or the offer has been completed by the customer and confirmed by third-party reports.
Other income
The Group receives government grants in respect of its qualifying research and development activities performed. This is
presented as other income in the consolidated statement of comprehensive income and is recognised in the same period as the
expenses incurred in performing the applicable activities.
Gaming Realms plc Annual Report and Accounts 2024
36
Leases
Group as a lessee
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
» Leases of low value assets; and
» Leases with a duration of 12 months or less.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with
the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily
determinable, in which case the Group’s incremental borrowing rate on commencement of the lease is used. Variable lease
payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial
measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable
lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
» amounts expected to be payable under any residual value guarantee;
» the exercise price of any purchase option granted in favour of the group if it is reasonable certain to assess that option; and
» any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option
being exercised.
Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and
increased for:
» lease payments made at or before commencement of the lease;
» initial direct costs incurred; and
» the amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased
asset (typically leasehold dilapidations).
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance
outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the
remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease
term.
Foreign currency
The financial information of the Group is prepared in British Pounds Sterling, which is the currency that best reflects the economic
substance of the underlying events and circumstances relevant to the Group. The Group has subsidiaries with functional currencies
of British Pounds Sterling, U.S. Dollars, Euros and Canadian Dollars.
Transactions entered into by Group entities in a currency other than the currency of the primary economic environment in
which they operate (their “functional currency”) are recorded at the rates ruling when the transactions occur. Foreign currency
monetary assets and liabilities are translated at the rates ruling at the reporting date. Exchange differences arising on the
retranslation of unsettled monetary assets and liabilities are recognised immediately in the statement of comprehensive income.
Foreign exchange differences arising from financing transactions are recognised in finance income/loss, differences arising from
trading balances are recognised in administration costs.
On consolidation, the results of overseas operations are translated into sterling at rates approximating to those ruling when the
transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those
operations, are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net
assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income and
accumulated in the foreign exchange reserve.
Exchange differences recognised as profit or loss in Group entities’ separate financial statements on the translation of long-term
monetary items forming part of the Parent company’s net investment in the overseas operation concerned are reclassified to
other comprehensive income and accumulated in the foreign exchange reserve on consolidation.
On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to
that operation up to the date of disposal are transferred to the consolidated statement of comprehensive income as part of the
profit or loss on disposal.
37
Strategic Report
Financial Statements
Corporate Governance
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
Impairment of non-financial assets
Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually. Other
non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying
amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in
use and fair value less costs to sell), the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the
smallest group of assets to which it belongs for which there are separately identifiable cash flows; its cash generating units
(“CGUs”). Goodwill is allocated on initial recognition to each of the Group’s CGUs that are expected to benefit from a business
combination that gives rise to the goodwill.
Impairment charges are included in the income statement, except to the extent they reverse gains previously recognised in other
comprehensive income. An impairment loss recognised for goodwill is not reversed.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with
original maturities of three months or less.
Share-based payments
Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the
consolidated statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into account
by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount
recognised over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market
vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a
charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for
failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.
Where equity instruments are granted to persons other than employees, the consolidated statement of comprehensive income is
charged with the fair value of goods and services received.
The fair value of share options issued without market-based vesting conditions is measured by the application of the Black-Scholes
option pricing model by reference to the grant date of the options.
Externally acquired intangible assets
Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their
useful economic lives.
Intangible assets are recognised on business combinations if they are separable from the acquired entity or arise from other
contractual/legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques (see
section related to critical estimates and judgements below).
The significant intangibles recognised by the Group, their useful economic lives and the methods used to determine the cost of
intangibles acquired in a business combination are as follows:
Intangible asset
Useful economic life
Customer databases
1-2 years
Development costs (see below)
3-5 years
Intellectual property
8 years
Domain names
2-3 years
Software
3-5 years
Gaming Realms plc Annual Report and Accounts 2024
38
Internally generated intangible assets (development costs)
The Group has material development spend on internally developed products which fall into two categories; (i) build of new
games content to be released in the licensing and social publishing segments, and (ii) platform enhancements and development.
Expenditure on internally developed products is capitalised if it can be demonstrated that:
» it is technically feasible to develop the product for it to be used or sold;
» adequate resources are available to complete the development;
» there is an intention to complete and use or sell the product;
» the Group is able to use or sell the product;
» use or sale of the product will generate future economic benefits; and
» expenditure on the project can be measured reliably.
Once a product is either used or distributed, capitalised development costs in relation to that product are amortised over the
period the Group expects to benefit from using or selling the product developed.
Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are
recognised in the consolidated statement of comprehensive income as incurred.
Property, plant and equipment
Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly
attributable costs and the estimated present value of any future unavoidable costs of dismantling and removing items. The
corresponding liability is recognised within provisions.
Depreciation is provided on all property, plant and equipment at rates calculated to write off the cost less estimated residual
value, of each asset evenly over its expected useful life as follows:
Office, furniture and equipment
20% per annum straight-line
Computer equipment
33% per annum straight-line
Leasehold improvements
Over the life of the lease
Reserves
The following describes the nature and purpose of each reserve within equity:
Reserve
Description and purpose
Share capital
Nominal value of shares subscribed for.
Share premium
Amount subscribed for share capital in excess of nominal value.
Merger reserve
Adjustments arising on the reverse transaction and the excess of the fair value over nominal value for shares
issued in business combinations qualifying for merger relief under the Companies Act 2006.
Retained earnings
All other net gains and losses and transactions with owners not recognised elsewhere.
Foreign exchange reserve
Gains/losses arising on retranslating the net assets of overseas operations into sterling.
Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated statement
of financial position differs from its tax base, except for differences arising on:
» The initial recognition of goodwill
» The initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the
transaction affects neither accounting nor taxable profit
» Investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the
difference and it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against
which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting
date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).
39
Strategic Report
Financial Statements
Corporate Governance
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
2. Critical ccounting estimates and judgements
The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated
based on historical experience and other factors, including expectations of future events that are believed to be reasonable
under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and
assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the
next financial year are discussed below.
Estimates
(a) Impairment of goodwill and other intangible assets
Goodwill and other intangible assets are reviewed for impairment and their values are written down on the basis of the Group’s
expectations of future economic benefits expected to be received. Any process which attempts to estimate future outcomes to
determine the recoverable amount is subject to uncertainty. The recoverable amount is determined based on the lower of value
in use calculations, which require the estimate of future cash flows and the choice of discount rate to calculate the present value
of the cash flows. Calculations are based on management’s forecasts for the period, and past experience of the same or similar
assets. Where it is believed that the estimation uncertainty can give rise to material differences in asset carrying values, this will
be stated in the relevant notes to the financial statements. For both CGU’s impairment reviews were performed over, a reasonably
possible change to an input to the impairment review calculation (such as WACC, long term growth rate, reduction in medium
term cash flows) would not result in an impairment. See Note 15.
(b) Amortisation of development costs
Capitalised development costs are subject to amortisation over the estimated useful life and reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable. The estimated useful life of
these assets is based on management’s estimates of the period over which the assets are expected to generate revenue and are
periodically reviewed to confirm they are still appropriate.
(c) Recognition of deferred tax assets
The Group has material unused tax losses carried forward at the balance sheet date. A deferred tax asset of £1.5m (2023: £1.9m)
has been recognised in respect of the Group’s historic UK trading losses which are being carried forward (see Note 13). The
decrease in the asset recognised compared with the prior year is a result of the utilisation of losses in the current year against
current year taxable profits. The future utilisation of these losses is dependent on the existence of future taxable profits, to which
the tax losses can be applied against.
In assessing the quantum and probability of recovery of tax losses carried forward, the Directors have reviewed the Group’s three-
year forecasts used for both the going concern assessment and annual impairment testing, which have been approved by the
Board. The process of forecasting future performance is inherently subject to estimation uncertainty. To the extent assumptions
regarding future profitability change, there can be an increase or decrease in the amounts recognised in respect of deferred tax
assets as well as the amounts recognised in income in the period in which the change occurs.
Taxation information, including deferred tax assets, is presented in Note 13.
Gaming Realms plc Annual Report and Accounts 2024
40
Judgements
(a) Revenue recognition
Certain brand licensing agreements involve judgement over the nature, timing and extent of the Group’s activities in fulfilling
contractual performance obligations. This judgement therefore impacts the timing of revenues recognised for such agreements.
On a contract-by-contract basis, the Group assesses its expected ongoing commitments to fulfil its contractual obligations. Where
an agreement provides the right for a customer to use the Group’s intellectual property and there are no significant ongoing
commitments for the Group to satisfy, the performance obligation is considered to be satisfied at a point in time, when the
associated revenues are recognised. However, where there is expected to be significant ongoing commitment for the Group,
revenues are recognised over time with the satisfaction of the performance obligations.
(b) Capitalisation of development costs
The identification of development costs that meet the criteria for capitalisation is dependent on management’s judgement and
knowledge of the work done. Development costs of gaming software platforms are separately identified. Key judgements relate
to the separately identified projects, the expected future benefits and the useful economic life and are based on the information
available at each period end. Economic success of any development is assessed on a reasonable basis but remains uncertain at the
time of recognition. Development costs capitalised total £5.4m (2023: £4.6m). See Note 15.
(c) Taxes
Judgement is required to interpret international tax laws relating to e-commerce in order to identify and value provisions in
relation to indirect taxes. The principal risks relating to the Group’s tax liabilities arise from domestic and international tax laws
and practices in the e-commerce environment which continues to evolve. The Group is basing its tax provisions on current (and
enacted but not yet implemented) tax rules and practices, together with advice received, where necessary, from professional
advisers, and believes that its accruals for tax liabilities are adequate for all open enquiry years based on its assessment of many
factors including past experience and interpretations of tax law. The Group monitors changes in legislation and updates its tax
liabilities accordingly, However, due to different interpretations and evolving practice there is a risk that additional liabilities
could arise. To the extent that the final outcome of such matters differs to management’s assessment at any reporting dates, such
differences may impact the financial results or contingent liabilities disclosed in the period in which such determination is made.
Further details can be found in Note 25 to the financial statements.
41
Strategic Report
Financial Statements
Corporate Governance
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
3. Revenue from contracts with customers
Disaggregation of revenue
The Group has disaggregated revenue into various categories in the following table which is intended to:
» depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic date; and
» enable users to understand the relationship with revenue segment information provided in Note 11.
B2B licensing revenue by primary geographical market is split according to the location of the operator.
In 2024 there was one customer (2023: one customer) who individually accounted for more than 10% of total revenue of the
Group. Total revenue from the customer in 2024 was £3,449,928 (2023: £2,344,286).
2024 revenue
Licensing
£
Social
publishing
£
Other
£
Total
£
Primary geographical markets
UK (including Channel Islands)
1,033,420
-
-
1,033,420
USA
12,713,270
3,993,075
-
16,706,345
Isle of Man
1,632,593
-
-
1,632,593
Malta
4,439,319
-
-
4,439,319
Gibraltar
3,072,940
-
-
3,072,940
Rest of the World
1,581,137
-
-
1,581,137
24,472,679
3,993,075
-
28,465,754
Contract counterparties
Direct to consumers (B2C)
-
3,993,075
-
3,993,075
B2B
24,472,679
-
-
24,472,679
24,472,679
3,993,075
-
28,465,754
2023 revenue
Licensing
£
Social
publishing
£
Other
£
Total
£
Primary geographical markets
UK (including Channel Islands)
1,101,487
-
-
1,101,487
USA
8,099,555
3,504,157
-
11,603,712
Isle of Man
1,093,050
-
-
1,093,050
Malta
3,766,252
-
-
3,766,252
Gibraltar
4,203,155
-
-
4,203,155
Rest of the World
1,653,867
-
-
1,653,867
19,917,366
3,504,157
-
23,421,523
Contract counterparties
Direct to consumers (B2C)
-
3,504,157
-
3,504,157
B2B
19,917,366
-
-
19,917,366
19,917,366
3,504,157
-
23,421,523
Gaming Realms plc Annual Report and Accounts 2024
42
4. Other income
The Group receives government grants in respect of its research and development activities performed in certain jurisdictions
in which the Group operates. Amounts recognised in the income statement are summarised below. Adjusted other income is
discussed in note 5.
2024
£
2023
£
Other income
205,903
139,562
205,903
139,562
5. Adjusted EBITDA
EBITDA is profit before interest, tax, depreciation and amortisation and is a non-GAAP measure. Adjusted EBITDA is EBITDA before
adjusting items, which are items that Management considers to be significant, non-recurring and outside the scope of the Group’s
ordinary activities that may distort an understanding of financial performance or impair comparability.
Adjusted EBITDA is stated before adjusting items as follows:
2024
£
2023
£
Other income
(322,500)
-
Legal expenses
322,500
-
Restructuring costs
-
193,859
Adjusting items
-
193,859
The adjusted other income and legal expenses in the current year relate to an ongoing legal case. The other income represents
costs reimbursed and expected to be reimbursed in relation to the matter. Restructuring costs in the prior year of £0.2m relate to
a management restructure.
43
Strategic Report
Financial Statements
Corporate Governance
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
6. Expenses by nature
Profit before interest and tax has been arrived at after charging:
Note
2024
£
2023
£
Employee benefit expenses (excluding share option and related charges)
10
5,831,137
5,154,730
License and platform fees
3,858,047
2,905,326
IT software and hosting costs
2,269,759
1,968,783
Legal, professional and consulting
1,101,763
911,676
Share option and related charges
23
767,663
632,304
Marketing expenses
367,847
528,673
Depreciation of property, plant and equipment
16
321,855
276,259
Amortisation of intangible assets
15
4,009,026
3,863,808
Loss on disposal of fixed assets
3,067
1,571
Low value and short term leases
6,344
4,325
Foreign exchange loss
10,015
144,165
7. Auditor’s remuneration
During the year the Group obtained the following services from the Company’s auditor:
2024
£
2023
£
Fees payable to the Company's auditor for the audit of the Group's annual accounts
41,400
35,000
Fees payable to the Company's auditor for the audit of the subsidiary financial statements
116,100
98,000
Fees payable to the Company's auditor for other services:
- Tax compliance services
50,941
38,612
- Research and development tax credit services
21,750
20,000
- Other
13,018
-
243,209
191,612
8. Key management personnel remuneration
During the year the Group paid the following remuneration to the key management personnel (which include directors) of the
consolidated entity:
2024
£
2023
£
Short-term benefits of key management personnel
2,703,849
2,445,073
Post-employment benefits of key management personnel
53,497
43,805
Share-based benefits of key management personnel
590,677
368,746
Compensation for loss of office
-
74,350
3,348,023
2,931,974
Gaming Realms plc Annual Report and Accounts 2024
44
9. Directors’ remuneration
The following table presents the Directors’ remuneration of the Company for the year ended 31 December 2024.
Salary and fees
£
Bonus
£
Benefits
£
2024 Total
£
2023 Total
£
Michael Buckley
300,000
150,000
-
450,000
437,253
Mark Segal
330,000
247,500
13,579
591,079
554,056
Geoff Green
175,000
94,792
15,083
284,875
222,388
Jim Ryan
50,000
-
-
50,000
50,000
Mark Wilson
50,000
-
-
50,000
50,000
Mark Blandford
50,000
-
-
50,000
50,000
Anna Massion
55,000
-
-
55,000
53,750
1,010,000
492,292
28,662
1,530,954
1,417,447
The Directors’ ordinary shares in the Company, were as follows:
2024
No. of shares
2023
No. of shares
Michael Buckley
25,700,000
25,700,000
Mark Segal
740,761
740,761
Geoff Green
3,000
-
Jim Ryan
1,153,845
1,153,845
Mark Wilson
1,153,845
1,153,845
Mark Blandford
12,598,738
12,598,738
Anna Massion
33,250
33,250
41,383,439
41,380,439
Directors’ interests in long-term incentive plans
The Directors’ interests in share options, over ordinary shares in the Company, were as follows:
Options at 1
Jan 2024
Options
granted
Options
exercised
Options
lapsed
Options at 31
Dec 2024
Exercise
price
Date of
grant
Michael Buckley
1
2,000,000
-
-
-
2,000,000
£0.10
02-Jun-20
2
5,769,229
-
-
-
5,769,229
£0.20
28-Jul-20
3
1,000,000
-
-
-
1,000,000
£0.325
06-Jan-22
4
500,000
-
-
-
500,000
£0.325
06-Jan-22
5
1,000,000
-
-
-
1,000,000
£0.00
02-Aug-23
6
-
500,000
-
-
500,000
£0.00
07-Aug-24
Mark Segal
1
3,000,000
-
-
-
3,000,000
£0.10
02-Jun-20
2
3,076,923
-
-
-
3,076,923
£0.20
28-Jul-20
3
1,000,000
-
-
-
1,000,000
£0.325
06-Jan-22
4
500,000
-
-
-
500,000
£0.325
06-Jan-22
5
1,000,000
-
-
-
1,000,000
£0.00
02-Aug-23
6
-
500,000
-
-
500,000
£0.00
07-Aug-24
Geoff Green
350,000
-
-
-
350,000
£0.10
01-May-20
50,000
-
-
-
50,000
£0.20
26-Nov-20
3
150,000
-
-
-
150,000
£0.325
06-Jan-22
5
500,000
-
-
-
500,000
£0.00
02-Aug-23
6
-
275,000
-
-
275,000
£0.00
07-Aug-24
1 On 2 June 2020, the Company granted these equity settled awards to certain Directors, which vest in three equal tranches on 3 February 2021,
2022 and 2023 subject to certain performance criteria.
2 On 28 July 2020, the Company granted these equity settled awards to certain Directors, which vest in two equal tranches 12 and 24 months
from the date of grant.
3 On 6 January 2022, the Company granted these equity settled awards to certain Directors. The options vest on 5 January 2025.
4 On 6 January 2022, the Company granted these equity settled awards to certain Directors, which vest in three equal tranches on 15 October
2022, 2023 and 2024.
5 On 2 August 2023, the Company granted these equity settled awards to certain Directors, which vest on 30 June 2026.
6 On 7 August 2024, the Company granted these equity settled awards to certain Directors, which vest on 30 June 2027.
45
Strategic Report
Financial Statements
Corporate Governance
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
10. Employee benefit expenses
The Group makes contributions to defined contribution plans and has no further payment obligations once the contributions
have been paid. The contributions are recognised as employee benefit expense when they are due. The assets of the individual
schemes are held separately from those of the Group in independently administered funds. Unpaid contributions at 31 December
2024 were £42,031 (2023: £68,326).
2024
£
2023
£
Employee benefit expenses (including directors) comprise:
Wages and salaries
7,999,236
6,572,848
Share option and related charges (Note 23)
767,663
632,304
Social security contributions and similar taxes
805,853
668,009
Pension contributions
296,298
224,994
9,869,050
8,098,155
Staff costs capitalised in respect of internally generated intangible assets
(3,270,250)
(2,311,121)
6,598,800
5,787,034
The average number of employees per category is:
2024
£
2023
£
Executive Directors
3
3
Product & Development
68
53
Commercial & Sales
10
11
Finance, Compliance & Admin
16
11
97
78
Gaming Realms plc Annual Report and Accounts 2024
46
2024
Licencing
£
Social
Publishing
£
Head
Office
£
Total
£
Revenue
24,472,679
3,993,075
-
28,465,754
Other income
-
205,903
-
205,903
Marketing expense
(60,960)
(207,900)
(98,987)
(367,847)
Operating expense
(4,350,861)
(1,572,901)
-
(5,923,762)
Administrative expense
(5,610,847)
(1,172,704)
(2,510,330)
(9,293,881)
Share option and related charges
(220,724)
1,387
(548,326)
(767,663)
EBITDA before adjusting items
14,229,287
1,246,860
(3,157,643)
12,318,504
Adjusting items
-
-
-
-
EBITDA
14,229,287
1,246,860
(3,157,643)
12,318,504
Amortisation of intangible assets
(3,105,087)
(903,939)
-
(4,009,026)
Depreciation of property, plant and equipment
(59,318)
(87,969)
(174,568)
(321,855)
Finance expense
(27,365)
(20,208)
(43,702)
(91,275)
Finance income
360,164
1,546
82,252
443,962
Profit before tax
11,397,681
236,290
(3,293,661)
8,340,310
2023
Licencing
£
Social
Publishing
£
Head
Office
£
Total
£
Revenue
19,917,366
3,504,157
-
23,421,523
Other income
-
139,562
-
139,562
Marketing expense
(94,533)
(338,030)
(96,110)
(528,673)
Operating expense
(3,442,127)
(1,359,340)
-
(4,801,467)
Administrative expense
(4,763,369)
(1,141,114)
(2,264,497)
(8,168,980)
Share option and related charges
(103,425)
(9,927)
(518,952)
(632,304)
EBITDA before adjusting items
11,513,912
795,308
(2,879,559)
9,429,661
Adjusting items
(193,859)
-
-
(193,859)
EBITDA
11,320,053
795,308
(2,879,559)
9,235,802
Amortisation of intangible assets
(2,488,290)
(930,857)
(444,661)
(3,863,808)
Depreciation of property, plant and equipment
(70,537)
(70,580)
(135,142)
(276,259)
Finance expense
(17,279)
(17,688)
(8,956)
(43,923)
Finance income
96,280
2,820
16,425
115,525
Profit before tax
8,840,227
(220,997)
(3,451,893)
5,167,337
11. Segment information
The Board is the Group’s chief operating decision-maker. Management has determined the operating segments based on the
information reviewed by the Board for the purposes of allocating resources and assessing performance.
The Group has 2 reportable operating segments:
» Licensing - brand and content licensing to partners in Europe and North America
» Social Publishing - providing freemium games to the US
The Group’s non-current assets (excluding deferred tax assets) by geographical area are detailed below.
2024
£
2023
£
UK
14,907,591
12,723,635
USA
731
1,642
Canada
1,177,275
1,054,057
16,085,597
13,779,334
47
Strategic Report
Financial Statements
Corporate Governance
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
12. Finance income and expense
2024
£
2023
£
Finance income
Interest received
418,095
85,679
Interest income on unwind of deferred income
25,867
29,846
Total finance income
443,962
115,525
Finance expense
Bank interest paid and bank fees
44,457
28,538
Interest expense on lease liability
20
46,818
15,385
Total finance expense
91,275
43,923
13. Taxation
2024
£
2023
£
Current tax
Current tax charge
(252,821)
(745,653)
Adjustment for current tax of prior periods
24,602
43,160
Total current tax
(228,219)
(702,493)
Deferred tax
Movement on deferred tax asset
763,415
1,603,593
Overseas temporary differences
(34,380)
(143,434)
Total deferred tax credit
729,035
1,460,159
Total tax credit
500,816
757,666
The reasons for the difference between the actual tax credit for the period and the standard rate of corporation tax in the UK
applied to profits for the year are as follows:
2024
£
2023
£
Profit before tax for the year
8,340,310
5,167,337
Expected tax at effective rate of corporation tax in the UK of 25% (2023: 23.52%)
2,085,078
1,215,358
Expenses not deductible for tax purposes
207,594
47,717
Income not chargeable for tax purposes
(51,476)
(32,825)
Share scheme deductions under Part 12 CTA 09
(63,173)
(62,044)
Effects of overseas taxation
86,289
292,759
Adjustment for tax in respect of prior periods
(24,602)
(43,160)
Research and development tax credit
(118,250)
(159,701)
Restriction of use of tax losses
145,263
-
Movement in deferred tax not previously recognised
(1,140,859)
(590,553)
Difference between current and deferred tax rates
-
(30,116)
Recognition of deferred tax asset on losses previously unrecognised
(1,626,680)
(1,395,101)
(500,816)
(757,666)
Gaming Realms plc Annual Report and Accounts 2024
48
The Group has a net corporation tax receivable at the balance sheet date of £623,782 (2023: creditor of £34,670) being the
£228,219 current tax charge for the year, less £892,088 payments made during the year (including settlement of the brought
forward payable) and £5,417 of foreign exchange differences relating to US corporation tax payments.
Deferred Tax
The analysis of deferred tax included in the financial statements at the end of the year is as follows:
2024
£
2023
£
Deferred tax assets
Tax losses carried forward
1,513,556
1,891,000
Unexercised share options
1,140,859
-
Deferred tax assets
2,654,415
1,891,000
Deferred tax liabilities
Overseas temporary differences
(240,338)
(219,921)
Deferred tax liabilities
(240,338)
(219,921)
Net deferred tax asset
2,414,077
1,671,079
The deferred tax included in the Group income statement is as follows:
2024
£
2023
£
Deferred tax asset recognised for losses
(377,444)
1,603,593
Deferred tax asset for deduction on unexercised share options
1,140,859
-
Overseas temporary differences
(34,380)
(219,026)
Unwind of deferred tax liability on business combinations
-
75,592
Total deferred tax credit
729,035
1,460,159
The deferred tax asset movement is as follows:
Tax losses
£
Share options
£
Total
£
At 1 January 2023
287,407
-
287,407
Movement on asset relating to tax losses
1,603,593
-
1,603,593
At 31 December 2023
1,891,000
-
1,891,000
Movement on asset relating to tax losses
(377,444)
-
(377,444)
Deferred tax asset for deduction on unexercised share options
-
1,140,859
1,140,859
At 31 December 2024
1,513,556
1,140,859
2,654,415
49
Strategic Report
Financial Statements
Corporate Governance
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
13. Taxation (continued)
The deferred tax liability movement is as follows:
Business
combinations
£
Overseas
temporary
differences
£
Total
£
At 1 January 2023
75,592
-
75,592
Unwind of deferred tax liability on business combinations
(75,592)
-
(75,592)
Overseas timing difference on intangible assets
-
219,026
219,026
Exchange differences
-
895
895
At 31 December 2023
-
219,921
219,921
Unwind of deferred tax liability on business combinations
-
-
-
Overseas timing difference on intangible assets
-
34,380
34,380
Exchange differences
-
(13,963)
(13,963)
At 31 December 2024
-
240,338
240,338
The Group has unused UK tax losses carried forward as at the balance sheet date of £20.9m (2023: £28.4m) and US tax losses
carried forward of $3.9m (2023: $3.9m). The group has not recognised a deferred tax asset on £14.8m of the UK carried forward
losses which were incurred prior to April 2017. Losses incurred prior to April 2017 cannot be group relieved and can only be
offset against future profits of the company that incurred the losses.
Given the Group now has a four-year track record of delivering pre-tax profits, along with expected future profitability levels
forecast by management, the Directors have recognised a deferred tax asset of £1.5m (2023: £1.9m) relating to unused tax
losses that are expected to be offset against the Group’s future taxable profits generated over the following accounting period
(2023: following two accounting periods).
During the year the group recognised a deferred tax asset of £1,140,859 relating to unexercised share options. On exercise of
the options a tax deduction under part of 12 of the Corporation Act 2009 is granted which is based upon the intrinsic value of
the option at the time of exercise. In the prior year the unrecognised deferred tax asset relating to unexercised share options was
£1,057,112.
The amount of the asset is determined using tax rates that have been enacted or substantively enacted at the balance sheet date
and are expected to apply when the deferred tax assets are recovered. From April 2023, there is no longer a single Corporation
Tax rate for non-ring fence profits. At the Spring Budget 2021, the UK government announced that the Corporation Tax main rate
for non-ring fence profits would increase to 25% for profits above £250,000.
14. Earnings per share
Basic earnings per share is calculated by dividing the result attributable to ordinary shareholders by the weighted average number
of shares in issue during the year. The calculation of diluted EPS is based on the result attributable to ordinary shareholders and
weighted average number of ordinary shares outstanding after adjusting for the effects of all dilutive potential ordinary shares.
The Group’s potentially dilutive securities consist of share options (see Note 23).
2024
£
2023
£
Profit after tax attributable to the owners of the parent Company
8,841,126
5,925,003
Number
Number
Denominator - basic
Weighted average number of ordinary shares
294,732,077
292,715,123
Gaming Realms plc Annual Report and Accounts 2024
50
14. Earnings per share (continued)
2024
Number
2023
Number
Denominator - diluted
Weighted average number of ordinary shares
294,732,077
292,715,123
Weighted average number of option shares
13,415,329
9,961,871
Weighted average number of shares
308,147,406
302,676,994
Pence
Pence
Basic earnings per share
3.00
2.02
Diluted earnings per share
2.87
1.96
15. Intangible assets
Goodwill
£
Customer
database
£
Software
£
Development
costs
£
Licenses
£
Domain
names
£
Intellectual
Property
£
Total
£
Cost
At 1 January 2023
6,799,250
1,490,537
1,408,831
21,866,682
319,471
8,874
5,859,424
37,753,069
Additions
-
-
16,627
4,633,403
141,124
-
-
4,791,154
Disposals
-
(5,124)
-
-
(80,398)
-
-
(85,522)
Exchange differences
(53,694)
-
-
(36,573)
(292)
-
-
(90,559)
At 31 December 2023
6,745,556
1,485,413
1,425,458
26,463,512
379,905
8,874
5,859,424
42,368,142
Additions
-
-
-
5,448,619
145,819
-
17,559
5,611,997
Disposals
-
-
(147,142)
(1,297,884)
(48,629)
-
-
(1,493,655)
Exchange differences
(54,752)
-
-
(121,850)
(213)
-
-
(176,815)
At 31 December 2024
6,690,804
1,485,413
1,278,316
30,492,397
476,882
8,874
5,876,983
46,309,669
Accumulated amortisation and impairment
At 1 January 2023
1,650,000
1,490,537
1,383,471
15,253,140
129,430
8,874
5,414,765
25,330,217
Amortisation charge
-
-
33,347
3,239,928
145,874
-
444,659
3,863,808
Disposals
-
(5,124)
-
-
(80,398)
-
-
(85,522)
Exchange differences
-
-
-
(13,137)
65
-
-
(13,072)
At 31 December 2023
1,650,000
1,485,413
1,416,818
18,479,931
194,971
8,874
5,859,424
29,095,431
Amortisation charge
-
-
8,640
3,793,684
204,935
-
1,767
4,009,026
Disposals
-
-
(147,142)
(1,297,884)
(48,629)
-
-
(1,493,655)
Exchange differences
-
-
-
(69,496)
(215)
-
-
(69,711)
At 31 December 2024
1,650,000
1,485,413
1,278,316
20,906,235
351,062
8,874
5,861,191
31,541,091
Net book value
At 31 December 2023
5,095,556
-
8,640
7,983,581
184,934
-
-
13,272,711
At 31 December 2024
5,040,804
-
-
9,586,162
125,820
-
15,792
14,768,578
The Group has no contractual commitments for development costs (2023: none).
51
Strategic Report
Financial Statements
Corporate Governance
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
15. Intangible assets (continued)
Goodwill
The Group has 2 Cash Generating Units (“CGUs”) (2023: 2) for which the carrying amount of goodwill is allocated as follows:
2024
£
2023
£
Licensing
4,882,158
4,929,352
Social Publishing
158,646
166,204
5,040,804
5,095,556
Impairment of goodwill
The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. A detailed impairment test was
undertaken at 31 December 2024 to assess whether the carrying value of assets was supported by its recoverable amount.
The recoverable amount is the higher of fair value less costs of disposal, and value in use. The use of this method requires the
estimation of future cash flows and the determination of a discount rate in order to calculate the present value of the cash flows.
No indicators of impairment arose as a result of this review.
The recoverable amounts of both CGUs have been determined from value in use calculations based on cash flow projections from
formally approved budgets. Cash flow projections have been prepared by management for a three-year period to 31 December
2027, which have been presented and approved by the Board. These projections have been extended by a further 2 years using
estimated growth rates to give 5-year projections. Other major assumptions are as follows:
Discount
rate
Long−term
growth rate*
2024
Licensing
21.6%
2%
Social Publishing
21.6%
2%
2023
Licensing
22.8%
2%
Social Publishing
22.8%
2%
*The growth rate assumptions apply only to the period beyond the formal budgeted period with the value in use calculation based on an
extrapolation of the budgeted cash flows for year 5.
The discount rates used in discounting the projected cash flows are based on the Group’s Weighted Average Cost of Capital, after
considering the specific risks of the different CGU’s.
The discount rates used have been considered based on the risks involved in each of the underlying business units and terminal
growth rates and reflect the expected growth in underlying EBITDA expected from these units. These CGUs have been considered
for impairment and sensitivities have been calculated around the terminal growth rates and discount factors used together with
specific scenarios including the loss of revenue where those revenues might be considered to be at risk.
No indicators of impairment have arisen as a result as the impact of all sensitivities were judged to be within tolerable levels.
Gaming Realms plc Annual Report and Accounts 2024
52
16. Property, plant and equipment
ROU lease
assets*
£
Leasehold
improvements
£
Computers and
related equipment
£
Office furniture
and equipment
£
Total
£
Cost
At 1 January 2023
784,325
67,760
454,719
69,885
1,376,689
Additions
25,893
-
73,876
15,839
115,608
Disposals
-
-
(3,362)
-
(3,362)
Exchange differences
(4,686)
(190)
(4,223)
(1,292)
(10,391)
At 31 December 2023
805,532
67,570
521,010
84,432
1,478,544
Additions
1,126,170
10,714
116,740
54,633
1,308,257
Disposals
(644,739)
(60,968)
(18,873)
(5,470)
(730,050)
Exchange differences
(13,015)
(583)
(13,192)
(3,737)
(30,527)
At 31 December 2024
1,273,948
16,733
605,685
129,858
2,026,224
Accumulated deprecation
At 1 January 2023
441,525
50,972
284,858
63,925
841,280
Depreciation charge
159,083
12,311
101,360
3,505
276,259
Disposals
-
-
(1,791)
-
(1,791)
Exchange differences
(258)
(190)
(2,686)
(1,162)
(4,296)
At 31 December 2023
600,350
63,093
381,741
66,268
1,111,452
Depreciation charge
201,826
5,004
102,739
12,286
321,855
Disposals
(627,623)
(60,968)
(18,543)
(1,843)
(708,977)
Exchange differences
(3,678)
(418)
(8,277)
(2,752)
(15,125)
At 31 December 2024
170,875
6,711
457,660
73,959
709,205
Net book value
At 31 December 2023
205,182
4,477
139,269
18,164
367,092
At 31 December 2024
1,103,073
10,022
148,025
55,899
1,317,019
* See Note 20 for further analysis by lease category.
53
Strategic Report
Financial Statements
Corporate Governance
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
17. Other assets
2024
£
2023
£
Other assets
-
139,531
Other assets in the previous year represent the rental deposit on operating leases and deposits held with third-party suppliers.
18. Trade and other receivables
2024
£
2023
£
Trade receivables
3,393,311
3,024,745
Other receivables
199,627
134,558
Tax and social security
998,276
223,113
Prepayments and accrued income
2,177,366
1,678,112
6,768,580
5,060,528
The carrying value of trade and other receivables classified at amortised cost approximates fair value.
All amounts shown fall due for payment within one year.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss
provision for trade receivables. To measure expected credit losses on a collective basis, trade receivables are grouped based on
similar credit risk and aging.
Management have assessed the expected loss rate based on the Group’s historical credit losses experienced over the five-year
period ended 31 December 2024. The historical loss rates are then adjusted for current and forward-looking information on
macroeconomic factors affecting the Group’s customers. On the basis of this review, no impairment has been recorded (2023:
None).
19. Trade and other payables
2024
£
2023
£
Trade payables
907,876
727,706
Other payables
197,764
157,785
Tax and social security
336,313
368,894
Accruals
2,413,908
2,128,863
3,855,861
3,383,248
The carrying value of trade and other payables classified as financial liabilities measured at amortised cost approximates fair value.
Gaming Realms plc Annual Report and Accounts 2024
54
20. Leases
Group as a lessee
Set out below, are the carrying amount of the Group’s right-of-use asset and lease liability, along with the movements during the
year.
Right-of-use assets
Land and buildings
£
Motor vehicles
£
Total
£
At 1 January 2023
340,189
2,611
342,800
Additions
25,893
-
25,893
Amortisation
(156,472)
(2,611)
(159,083)
Exchange differences
(4,428)
-
(4,428)
At 31 December 2023
205,182
-
205,182
Additions
1,126,170
-
1,126,170
Disposals
(17,116)
-
(17,116)
Amortisation
(201,826)
-
(201,826)
Exchange differences
(9,337)
-
(9,337)
At 31 December 2024
1,103,073
-
1,103,073
Lease liabilities
Land and buildings
£
Motor vehicles
£
Total
£
At 1 January 2023
382,819
2,592
385,411
Additions
25,893
-
25,893
Lease payments
(234,010)
(2,649)
(236,659)
Interest expense
15,328
57
15,385
Exchange differences
(4,450)
-
(4,450)
At 31 December 2023
185,580
-
185,580
Additions
1,012,844
-
1,012,844
Lease payments
(249,049)
-
(249,049)
Lease disposal
(18,006)
-
(18,006)
Interest expense
46,818
-
46,818
Exchange differences
(9,863)
-
(9,863)
At 31 December 2024
968,324
-
968,324
Ageing of lease liabilities
2024
£
2023
£
Current
219,131
52,135
Non-current
749,193
133,445
968,324
185,580
55
Strategic Report
Financial Statements
Corporate Governance
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
21. Financial instruments and risk management – Group
The Group is exposed through its operations to risks that arise from use of its financial instruments. The Group’s financial assets
and liabilities are shown on the face of the consolidated statement of financial position and are presented in the table below by
category, as defined by IFRS 9 ‘Financial Instruments’.
Amortised cost
Fair Value
2024
£
2023
£
2024
£
2023
£
Financial assets
Cash and cash equivalents
13,512,235
7,455,316
-
-
Trade and other receivables
3,592,938
3,159,303
-
-
Accrued income
1,238,488
1,260,642
-
-
Other assets
-
139,531
-
-
Financial liabilities
Trade and other payables
1,105,640
885,491
-
-
Accruals
2,413,908
2,128,863
-
-
Lease liability
968,324
185,580
-
-
Financial assets and financial liabilities are recognised on the balance sheet when the Group becomes a party to the contractual
provisions of the instrument.
The Group classifies its financial instruments in the following categories:
» Financial assets held at amortised cost;
» Financial assets held at fair value;
» Financial liabilities held at amortised cost; and
» Financial liabilities held at fair value.
The classification depends on the purpose for which the financial assets and liabilities were acquired. Management determines the
classification of its financial instruments at initial recognition or in certain circumstances on modification.
In the Directors’ opinion, there is no material difference between the book value and the fair value of any of the financial
instruments.
The Group has some exposure to credit risk and liquidity risk. There has been no material change to the financial instruments used
within the business during the year and therefore no material changes to the risk management policies put in place by the Board
which are now discussed below.
The Board has overall responsibility for the determination of the Group’s risk management objectives and policies. Whilst
acknowledging this responsibility, it has delegated the authority and day to day responsibility for designing and operating systems
and controls which meet these risk management objectives to the finance and administration function. The Board regularly
reviews the effectiveness of these processes in meeting its objectives and considers any necessary changes in response to changes
within the business or the environment in which it operates.
Currency risk
The Group is exposed to currency risk on translation and on sales and purchases that are denominated in a currency other than
Pounds Sterling (GBP). The currency in which these transactions are primarily denominated is US Dollars (USD) and Euros (EUR).
The Group’s policy is, where possible to allow Group entities to settle liabilities denominated in their functional currency with the
cash generated from their own operations in that currency. Where Group entities have liabilities denominated in a currency other
than their functional currency cash already denominated in that currency will, where possible, be transferred from elsewhere in
the Group.
Gaming Realms plc Annual Report and Accounts 2024
56
21. Financial instruments and risk management – Group (continued)
As of 31 December 2024 the Group’s net exposure to foreign exchange risk was as follows:
Net foreign currency financial assets
2024
£
2023
£
US Dollar
2,148,980
2,358,406
Euro
947,761
857,828
Other
-
-
3,096,741
3,216,234
The effect of a 20% strengthening in Sterling against other currencies, all other variables held constant, would result in a reduction
in profit and a decrease in net assets of £619,348 (2023: £643,247). A 20% weakening in the exchange rates would, on the
same basis increase profit after tax and increase net assets by £619,348 (2023: £643,247).
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt
instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. The
ongoing lease liabilities are included in the Group’s cash flow modelling.
The following table sets out the undiscounted contractual cash flows:
At 31 December 2024
Within 1 year
£
1−2 years
£
Over 2 years
£
Trade and other payables
1,105,640
-
-
Accruals
2,413,908
-
-
Lease liability
288,421
294,277
574,504
Total
3,807,969
294,277
574,504
At 31 December 2023
Within 1 year
£
1−2 years
£
Over 2 years
£
Trade and other payables
885,491
-
-
Accruals
2,128,863
-
-
Lease liability
67,327
46,060
94,723
Total
3,081,681
46,060
94,723
Credit risk
The Group’s trading is mainly exposed to credit risk through credit sales in both the Licencing and Social Publishing segments.
Generally, receivables are due and collected within 30 days of invoice or contract. See Note 18 for further detail on receivables
exposure and expected credit loss analysis.
Management considered the credit risk and the counterparty debt risk and recognised an impairment provision of £Nil (2023:
£Nil). In the opinion of management, the credit risk to cash and lease deposits is immaterial.
See further disclosure on results of expected credit losses in Note 18.
Capital management
The Group is funded through shareholders’ funds. The Group monitors its capital structure, which comprises all components
of equity (i.e. share capital, share premium and retained earnings) and monitors external debt. The Group is not subject to any
externally imposed capital requirements.
57
Strategic Report
Financial Statements
Corporate Governance
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
21. Financial instruments and risk management – Group (continued)
Changes in liabilities
IAS 7 requires an entity to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising
from financing activities, including both cash and non-cash changes. The Group’s liabilities arising from financing activities consist
of lease liabilities (see Note 20). A reconciliation between the opening and closing balances of these items is provided below.
2024
Lease
liability
£
Opening balance
185,580
New leases entered into during the year
1,012,844
Cash paid
(249,049)
Lease disposal
(18,006)
Unwind of discount
46,818
Exchange differences
(9,863)
Carried forward
968,324
2023
Lease
liability
£
Opening balance
385,411
New leases entered into during the year
25,893
Cash paid
(236,659)
Unwind of discount
15,385
Exchange differences
(4,450)
Carried forward
185,580
Gaming Realms plc Annual Report and Accounts 2024
58
22. Share capital
Ordinary shares
2024
Number
2024
£
2023
Number
2023
£
Ordinary shares issued and fully paid of
0.1 pence each (2023: 10 pence each)
294,826,444
294,826
293,667,839
29,366,782
The increase of 1,158,605 ordinary shares relates to the exercise of share options during the year (see Note 23). The authorised
number of shares at 31 December 2024 was 300,873,443 (31 December 2023: 300,873,443).
On 16 July 2024, following approval by the High Court of Justice, the Company completed a share capital reduction, which
included the cancellation of the share premium account. The nominal value of each ordinary share was reduced from £0.10 to
£0.001. The capital reduction was registered with the Registrar of Companies on 1 August 2024.
The cumulative change in the nominal difference of the issued share capital was credited to retained earnings along with the
entire share premium balance as demonstrated in the consolidated statement of changes in equity.
The changes in issued shares, share capital and share premium as a result of these events is shown below.
Issued Shares
Share capital
£
Share premium
£
At 1 January 2023
292,006,775
29,200,676
87,653,774
Exercise of share options
1,661,064
166,106
79,114
At 31 December 2023
293,667,839
29,366,782
87,732,888
Exercise of share options
1,158,605
115,861
35,455
Capital reduction
-
(29,187,817)
(87,768,343)
At 31 December 2024
294,826,444
294,826
-
59
Strategic Report
Financial Statements
Corporate Governance
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
23. Share-based payments
Gaming Realms 2013 EMI Plan
On 1 August 2013 the Company adopted the Gaming Realms 2013 EMI Plan to allow, at the discretion of the Board, eligible
employees to be granted EMI or non-EMI options at an exercise price to be determined by the Board not less than the nominal value
of a share. Options will vest subject to such time based and share price performance-based conditions as the Board may determine.
Options to acquire ordinary shares under the EMI plan may be granted up to a maximum of £3m (based on the market value of
the shares placed under option at the date of the grant).
No consideration is payable for the grant of the option and the options are not transferable or assignable. Cash consideration is
paid to the Company by the employee at the point that the share options are exercised.
The following table illustrates the number and weighted average exercise price of share options:
Number
Weighted average
exercise price (pence)
Outstanding at 1 January 2023
26,899,837
18.76
Granted during the year
3,455,000
-
Forfeited during the year
(266,668)
28.08
Exercised during the year
(1,661,064)
14.76
Number of options outstanding at 31 December 2023
28,427,105
16.61
Granted during the year
2,515,000
-
Forfeited during the year
(640,828)
20.67
Exercised during the year
(1,158,605)
13.06
Number of options outstanding at 31 December 2024
29,142,672
15.23
Exercisable at 31 December 2024
23,237,672
19.10
Options to subscribe under various schemes, including those noted in Directors’ interests in Note 9, are shown in the table below:
Date granted
Exercise price
(pence) Exercisable between
2024
Number of shares
2023
Number of shares
6 April 2018
23.00
6 April 2018 to 6 April 2028
138,370
771,003
19 February 2015
33.00
19 February 2018 to 19 February 2025
172,475
172,475
15 October 2015
25.13
15 October 2018 to 15 October 2025
425,000
450,000
10 November 2015
25.00
10 November 2018 to 10 November 2025
158,175
184,975
28 July 2016
20.00
28 July 2018 to 28 July 2026
167,500
167,500
28 July 2016
20.00
28 July 2018 to 28 July 2026
30,000
30,000
1 May 2020
10.00
3 February 2021 to 1 May 2030
2,000,000
2,000,000
1 May 2020
10.00
1 May 2020 to 1 May 2030
-
750,000
2 June 2020
20.00
3 February 2021 to 2 June 2030
5,000,000
5,000,000
28 July 2020
20.00
1 August 2021 to 28 July 2030
8,846,152
8,846,152
26 November 2020
20.00
26 November 2021 to 26 November 2030
2,550,000
2,850,000
6 January 2022
32.50
6 January 2022 to 6 January 2025
2,000,000
2,000,000
6 January 2022
32.50
15 October 2022 to 6 January 2032
1,750,000
1,750,000
2 August 2023
0.00
30 June 2026- 2 August 2033
3,390,000
3,455,000
7 August 2024
0.00
30 June 2027- 7 August 2034
2,405,000
-
9 October 2024
0.00
30 June 2027- 29 June 2030
110,000
-
29,142,672
28,427,105
Gaming Realms plc Annual Report and Accounts 2024
60
During the year 2,405,000 share options were granted to certain directors and employees. The shares options vest on 30 June
2027 providing an associated service condition is satisfied. The share options were valued as follows:
Grant date
7 August 2024
No. of options
2,405,000
Vesting date
30 June 2027
Model used
Black Scholes
Share price at date of grant (pence)
41.00
Expected option life
3 years
Dividend yield
n/a
Fair value per option at grant date (pence)
0.41
Exercise price (pence)
-
Exercisable to
7 August 2034
The liability relating to cash settled share options at 31 December 2024 was £6,508 (31 December 2023: £nil).
The share option and related charges income statement expense comprises:
2024
£
2023
£
IFRS 2 share-based payment charge
695,332
419,961
Direct taxes related to share options
72,331
212,343
767,663
632,304
IFRS 2 (Share-based payments) requires that the fair value of equity-settled transactions are calculated and systematically
charged to the statement of comprehensive income over the vesting period. The expense related to cash settled options is also
systematically charged to the statement of comprehensive income over the vesting period so that at vesting date the liability is
the total amount payable to the option holder. The total expense that was charged to the income statement in relation to the
share-based payments in 2024 was £695,332, being £688,824 equity settled and £6,508 cash settled (2023: £419,961 equity
settled and £nil cash settled).
Where individual EMI thresholds are exceeded or when unapproved share options are exercised by overseas employees, the Group
is subject to employer taxes payable on the taxable gain on exercise. Since these taxes are directly related to outstanding share
options, the income statement charge has been included within share option and related charges. The Group uses its closing
share price at the reporting date to calculate such taxes to accrue. The tax related income statement charge for the year was
£72,331 (2023: £212,343).
In addition, during the year 110,000 share options were granted to certain overseas contractors. These options vest on 30 June
2027 providing an associated service condition is satisfied. The options will be settled via a cash payment based on the prevailing
share price at the time of exercise and there is no potential for the liability to be settled via equity. The options have therefore
been accounted for as a cash settled option. The key terms of the options are:
Grant date
9 October 2024
No. of options
110,000
Vesting date
30 June 2027
Expected option life
3 years
Exercise price (pence)
-
Exercisable to
29 June 2030
61
Strategic Report
Financial Statements
Corporate Governance
Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
25. Contingent liabilities
Judgement is required to interpret international tax laws relating to e-commerce in order to identify and value provisions in relation
to indirect taxes. The principal risks relating to the Group’s tax liabilities arise from domestic and international tax laws and practices
in the e-commerce environment which continues to evolve. The Group is basing its tax provisions on current (and enacted but not
yet implemented) tax rules and practices, together with advice received, where necessary, from professional advisers, and believes
that its accruals for tax liabilities are adequate for all open enquiry years based on its assessment of many factors including past
experience and interpretations of tax law. The Group monitors changes in legislation and updates its tax liabilities accordingly.
However, due to different interpretations and evolving practice there is a risk that additional liabilities could arise.
26. Subsidiaries
The subsidiaries of the Company, all of which have been included in these consolidated financial statements, are as follows:
Name
Registered Office
Country of
Incorporation
Principal activity
Proportion held by
Parent Company
Proportion
held by Group
Blastworks Limited
2 Valentine Place, London, SE1 8QH*
UK
IP owner
100%
100%
Alchemybet Limited
2 Valentine Place, London, SE1 8QH
UK
Software Developer
100%
100%
Blastworks Inc.
300 Deschutes Way SW, Tumwater,
WA 98501
USA
Social publishing
operator
100%
100%
Backstage
Technologies, Inc.
808 Douglas Street, Victoria, BC,
V8W 2B6
Canada
Software Developer
100%
100%
Alchemybet Malta
Holdings Limited
MK Business Centre, 115A Floor 2,
Valley Road, Birkirkara, BKR 9022
Malta
Holding company
100%
100%
Alchemybet Malta
Limited
MK Business Centre, 115A Floor 2,
Valley Road, Birkirkara, BKR 9022
Malta
License holder
0%
100%
Blueburra Holdings
Limited
49 Victoria Street, Douglas, Isle of
Man, IM1 2LD
Isle of Man
Marketing services
100%
100%
Digital Blue Limited
49 Victoria Street, Douglas, Isle of
Man, IM1 2LD
Isle of Man
Marketing services
0%
100%
*Blastworks Limited has been granted an exemption from an audit of their individual accounts under section 479A of the
Companies Act 2006 following a guarantee given by the parent entity Gaming Realms PLC.
24. Related party transactions
Jim Ryan is a Non-Executive Director of the Company and the CEO of Pala Interactive, which has a real-money online casino in
New Jersey, Pennsylvania and Ontario. During the year, total license fees earned by the Group were $89,588 (2023: $84,630)
with $7,660 due at 31 December 2024 (2023: $13,613). The Group distributes its content to certain North American partners
via Pala’s B2B platform distribution network, with platform fees of $21,837 being incurred (2023: $18,626) with $3,520 unpaid
at 31 December 2024 (2023: $3,566).
During the year £150,000 (2023: £165,000) of consulting fees were paid to Dawnglen Finance Limited, a company controlled
by Michael Buckley, which is included in the remuneration figure of £450,000 (2023: £437,253) shown in Note 9. No amounts
were owed at 31 December 2024 (2023: £Nil).
The details of key management compensation are set out in Note 8.
Gaming Realms plc Annual Report and Accounts 2024
62
Parent Company Statement of Financial Position
As at 31 December 2024
Company number: 04175777
Note
31 December
2024
£
31 December
2023
£
Non-current assets
Investment in subsidiary undertakings
2
5,662,961
5,662,961
Property, plant and equipment
3
969,664
56,440
Other assets
-
139,531
6,632,625
5,858,932
Current assets
Trade and other receivables
4
2,216,927
6,785,937
Cash and cash equivalents
6,692,547
925,003
8,909,474
7,710,940
Total assets
15,542,099
13,569,872
Current liabilities
Trade and other payables
5
8,004,500
8,915,499
Lease liabilities
6
163,015
18,801
8,167,515
8,934,300
Non-current liabilities
Lease liabilities
6
628,396
-
628,396
-
Total liabilities
8,795,911
8,934,300
Net assets
6,746,188
4,635,572
Equity
Share capital
7
294,826
29,366,782
Share premium
-
88,452,888
Merger reserve
2,683,702
2,683,702
Retained earnings
3,767,660
(115,867,800)
Total equity
6,746,188
4,635,572
As permitted by section 408 of the Companies Act 2006, a separate profit and loss account of the Company is not presented. The
Company’s profit for the financial year was £1,270,476 (2023: loss of £3,142,211).
The notes on pages 65 to 67 form part of these financial statements.
The financial statements were approved and authorised for issue by the Board of Directors on 28 March 2025 and were signed on
its behalf by:
Mark Segal
Chief Executive Officer
63
Strategic Report
Financial Statements
Corporate Governance
Parent Company Statement of Changes in Equity
For the year ended 31 December 2024
Share
capital
£
Share
premium
£
Merger
reserve
£
Retained
earnings
£
Total
equity
£
1 January 2023
29,200,676
88,373,774
2,683,702
(113,145,550)
7,112,602
Loss for the year
-
-
-
(3,142,211)
(3,142,211)
Share-based payment on share options
-
-
-
419,961
419,961
Exercise of options
166,106
79,114
-
-
245,220
31 December 2023
29,366,782
88,452,888
2,683,702
(115,867,800)
4,635,572
Profit for the year
-
-
-
1,270,476
1,270,476
Share-based payment on share options
-
-
-
688,824
688,824
Exercise of options
115,861
35,455
-
-
151,316
Capital reduction (Note 7)
(29,187,817)
(88,488,343)
-
117,676,160
-
31 December 2024
294,826
-
2,683,702
3,767,660
6,746,188
The notes on pages 65 to 67 form part of these financial statements.
Gaming Realms plc Annual Report and Accounts 2024
64
Notes to the Parent Company Financial Statements
For the year ended 31 December 2024
1. Principal accounting policies
These financial statements present the results of Gaming Realms plc for the year ended 31 December 2024.
The Company is the ultimate parent company of the Gaming Realms Group and is admitted to trading on the Alternative
Investment Market (AIM) of the London Stock Exchange. It is incorporated and domiciled in the UK. The address of its registered
office is Two Valentine Place, London, SE1 8QH.
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework
(FRS 101).
The financial statements are prepared under the historical cost convention. No profit and loss account is presented by the
Company as permitted by Section 408 of the Companies Act 2006.
The financial statements are prepared in British Pounds Sterling.
Basis of preparation
The accounting policies which follow set out those policies which apply in preparing the financial statements for the year ended
31 December 2024.
The Company has taken advantage of the following disclosure exemptions under FRS 101:
a) IFRS 2 Share-based Payment disclosure, the share-based payment arrangement concerns its own equity instruments and its
separate financial statements are presented alongside the consolidated financial statements of the Group;
b) IFRS 7 Financial Instruments disclosures, given that equivalent disclosures are included in the consolidated financial statements
of the Group in which the entity is consolidated;
c) IFRS 13 Fair Value Measurement disclosures;
d) Certain disclosures required by IAS 1 Presentation of Financial Statements, including certain comparative information in respect
of share capital movements;
e) IAS 7 Statement of Cash Flows and related notes;
f) IAS 24 Related Party Disclosures relating to key management personnel compensation; and
g) IAS 24 Disclosure of related party transactions entered into between two or more members of a group, given that any
subsidiary which is party to the transaction is wholly owned by such a member.
Investments
Investments in subsidiaries and associates are stated at cost less provision for impairment in value, except for investments acquired
before 1 October 2013 (date of adoption of IFRS) where shares issued to effect business combinations and the conditions of the
Companies Act 2006 are met, merger relief was applied and the resulting investment is recorded at the nominal value of the
shares issued.
Taxation
Current tax, including UK corporation tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws
that have been enacted or substantively enacted by the balance sheet.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date,
where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have
occurred at the balance sheet date.
Deferred tax is measured at the average tax rates that are expected to apply in the period in which the timing differences are
expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Foreign currencies
Transactions denominated in foreign currencies are recorded at exchange rates as of the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies at the balance sheet date are reported at the rates of exchange prevailing at that
date.
Financial liabilities
Financial liabilities held by the company consist of trade payables, long-term borrowings and other short-term monetary liabilities,
which are held at amortised cost, and derivative liabilities which are held at fair value through profit and loss.
65
Strategic Report
Financial Statements
Corporate Governance
Notes to the Parent Company Financial Statements
For the year ended 31 December 2024
2. Investments
Investment in
subsidiary
undertakings
£
At 31 December 2023 and 31 December 2024
5,662,961
Details of the Company’s investments can be found in Note 26 of the consolidated financial statements.
3. Property, plant and equipment
ROU lease
assets
£
Leasehold
improvements
£
Computers
and related
equipment
£
Office
furniture and
equipment
£
Total
£
Cost
At 1 January 2024
603,097
60,968
15,870
26,072
706,007
Additions
1,051,696
4,211
3,122
32,390
1,091,419
Disposals
(619,998)
(60,968)
(4,146)
(5,470)
(690,582)
At 31 December 2024
1,034,795
4,211
14,846
52,992
1,106,844
Accumulated deprecation and impairment
At 1 January 2024
559,583
56,492
13,292
20,200
649,567
Depreciation charge
161,221
4,809
2,090
6,448
174,568
Disposals
(619,998)
(60,968)
(4,146)
(1,843)
(686,955)
At 31 December 2024
100,806
333
11,236
24,805
137,180
Net book value
At 31 December 2023
43,514
4,476
2,578
5,872
56,440
At 31 December 2024
933,989
3,878
3,610
28,187
969,664
4. Trade and other receivables
2024
£
2023
£
Amounts due from Group companies
1,990,772
6,616,495
Tax and social security
55,319
24,388
Other debtors
-
1,262
Prepayments and accrued income
170,836
143,792
2,216,927
6,785,937
The balances due from fellow Group companies are repayable on demand and interest free. Management has assessed its
receivables from Group companies using a forward-looking expected credit loss model. The methodology used in determining the
amount of provision as at the reporting date is that of lifetime expected credit losses which is defined as a credit loss estimate of
the present value of cash shortfalls over the expected life of the financial assets (receivables from Group companies). During the
year the net gain recognised relating to the credit loss estimate was £1,427,300 (2023: £Nil).
Gaming Realms plc Annual Report and Accounts 2024
66
5. Trade and other payables
2024
£
2023
£
Creditors: amounts falling due within one year
Amounts due to Group companies
6,680,484
7,762,248
Trade creditors
78,155
46,531
Accruals
1,202,604
1,026,726
Tax and social security
43,257
79,994
8,004,500
8,915,499
6. Lease liabilities
2024
£
2023
£
Current liability
163,015
18,801
Non-current liability
628,396
-
791,411
18,801
7. Called up share capital
Allotted, called up and fully paid
2024
Number
2024
£
2023
Number
2023
£
Ordinary shares issued and fully paid of 0.1 pence each
(2023: 10 pence each)
294,826,444
294,826
293,667,839
29,366,782
Allotted and fully paid up
£
At 1 January 2023
29,200,676
Exercise of options
166,106
At 31 December 2023
29,366,782
Exercise of options
115,861
Capital reduction
(29,187,817)
At 31 December 2024
294,826
On 16 July 2024, following approval by the High Court of Justice, the Company completed a share capital reduction, which
included the cancellation of the share premium account. The nominal value of each ordinary share was reduced from £0.10 to
£0.001. The capital reduction was registered with the Registrar of Companies on 1 August 2024.
The cumulative change in the nominal difference of the issued share capital was credited to retained earnings along with the
entire share premium balance as demonstrated in the parent company statement of changes in equity.
8. Employee information
The Company had an average of 8 (2023: 7) employees during the year.
The employee costs for the Company were £1,895,420 (2023: £1,643,601).
Details of Directors’ remuneration can be found in Note 9 of the consolidated financial statements.
9. Related party transactions
During the year £150,000 (2023: £165,000) of consulting fees were paid to Dawnglen Finance Limited, a company controlled
by Michael Buckley. No amounts were owed at 31 December 2024 (2023: £Nil).
The details of key management compensation are set out in Note 8 of the consolidated financial statements.
10. Dividend received
During the year the Company received a dividend from its 100% subsidiary, Alchemybet Limited, in the amount of £2,960,000
(2023: £Nil).
67
Strategic Report
Financial Statements
Corporate Governance
Company Information
Directors
Michael Buckley, Executive Chairman
Mark Segal, Chief Executive Officer
Geoff Green, Chief Financial Officer
Jim Ryan, Non-executive Director
Mark Wilson, Non-executive Director
Mark Blandford, Non-executive Director
Anna Massion, Non-executive Director
Company Secretary
Mark Segal
Auditors
BDO LLP, 55 Baker Street, London, W1U 7EU
Bankers
Barclays Bank plc, 1 Churchill Place, London, E14 5HP
Nominated advisors and Joint Brokers
Peel Hunt, 120 London Wall, London, EC2Y 5ET
Joint Brokers
Investec, 30 Gresham Street, London, EC2V 7QN
Solicitors
Haynes and Boone CDG LLP, 1 New Fetter Lane, City of London, EC4A 1AN
Registrars
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE
Registered office
Two Valentine Place, London, SE1 8QH
Registered Number
04175777
Gaming Realms plc Annual Report and Accounts 2024
68
Gaming Realms plc
Two Valentine Place
London
SE1 8QH
UK
www.gamingrealms.com