CORPORATE GOVERNANCE

Directors’ reportfor the year ended 31 August 2017

The Directors present their report and consolidated financial statements for the year ended 31 August 2017.

Principal activities and review of the businessThe Group’s principal activities during the year continued to be that of an online, real money, bingo-led operator, as well as social gaming. The Group completed three further acquisitions on 31 August 2016 which further enhanced its real money offering during the year. A review of the business and a description of the principal risks and uncertainties are set out in the Chairman’s Statement and the Chief Executive’s Statement.

Results and dividendsThe loss for the year, after taxation and exceptional items, amounted to £25,623,000 (2016: loss of £386,000). An interim dividend of £808,000 (1.2p per share) was declared and paid in the year ended 31 August 2017 (2016: interim dividend of £564,000). The Board is recommending a final dividend of 1.5p per share subject to shareholder approval at the Annual General Meeting (2016: final dividend of 1.4p per share paid following shareholder approval at the Annual General Meeting). Further details of the results for the year are included in the Chairman’s, Chief Executive’s and Chief Financial Officer’s Statements.

Future developmentsFuture developments are discussed in the Chairman’s Statement and Chief Executive’s Statement.

Directors’ interests and remunerationDetails of the Directors’ interests and remuneration are included in the Statement from the Chair of the Remuneration Committee.

Political and charitable donationsDuring the year, the Group made charitable contributions totalling £39,336 (2016: £38,383).

Disclosures to auditorThe Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are aware, there is no relevant audit information of which the Company’s auditor is unaware, and each Director has taken 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 has expressed its willingness to continue in office and a resolution to reappoint it will be proposed for the Annual General Meeting.

Financial instrumentsDetails of the Group’s financial risk management objectives and policies are included in note 21 to the financial statements.

Events after reporting dateFor significant events after the reporting period please refer to note 25 of the financial statements.

Going concernThe Board is satisfied that the Group has adequate financial resources to continue to operate for the foreseeable future and is financially sound. For this reason, the going concern basis is considered appropriate for the preparation of financial statements.

Statement of Directors’ responsibilitiesThe Directors are responsible for preparing the annual report and the Group financial statements in accordance with applicable law and regulations. Companies (Jersey) Law 1991 requires the Directors to prepare accounts for each financial period. Under that law, and as required by the AIM Rules for Companies, the Directors have elected to prepare the Group financial statements in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the European Union (“EU”). In preparing these financial statements, the Directors are required to:

• retain accounting records that are sufficient to show, at anytime, the financial position of the Group;

• give a true and fair view of the Group financial position,financial performance and cash flows;

• select suitable accounting policies in accordance withIAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and apply them consistently;

• present information, including accounting policies, in amanner that provides relevant, reliable, comparable andunderstandable information;

• make judgements that are reasonable;• provide additional disclosures when compliance with

the specific requirements in IFRSs, as adopted by the EU,is insufficient to enable users to understand the impact ofparticular transactions, other events and conditions on theGroup’s financial position and financial performance; and

• state whether the Group financial statements have beenprepared in accordance with IFRSs, as adopted by the EU,subject to any material departures disclosed and explainedin the financial statements.

Website publicationThe 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.

Ronen KannorChief Financial Officer21 November 2017