B90 Holdings PLC (B90) — Investment Research Note

Executive summary

B90 Holdings is an AIM-listed performance marketing and affiliate business that drives pay-per-click (PPC) customer acquisition for iGaming operators, having pivoted in 2023-24 from a loss-making B2C sportsbook/casino model to a B2B affiliate model anchored on Oddsen.nu (Norway) and an acquired PPC asset (Emwys). Revenue more than doubled to €7.2m in 2025 with a return to a modest profit (€0.4m) and EBITDA of €1.1m, but marketing spend rose from €0.75m to €3.44m (21% → 48% of revenue), so the apparent scalability of the model is tempered by rising paid-acquisition costs. The single most important valuation point today is that the company is priced at ~13x EV/EBITDA with a going-concern material uncertainty (€0.6m legacy liability potentially callable on demand) and a balance sheet of only €1.0m cash — pricing leaves no margin of safety for a micro-cap with concentrated, regulated revenue.

Fair value estimate

• Methodology: EV/EBITDA multiple, cross-checked against P/E. Given micro-cap status (£12.1m), going-concern flag, and dependence on Google ad economics, I apply 7-12x to 2025 EBITDA (€1.1m / ~£0.94m at €1=£0.85). DCF is impractical given audit-flagged sensitivity to revenue growth assumptions.
• Fair value range: 1.5p – 2.5p per share (mid ~2.0p), implying mcap range £6.6m – £11.0m (mid £8.8m).
• Vs. current £12.1m / ~2.75p: implied downside of ~10% to ~45%, central case ~ -27%.
• Cross-check: P/E on €0.4m (£0.34m) profit is ~36x at current price — demanding for a 1.5x-EBITDA cash position and audit emphasis-of-matter on going concern.

Sector context

• Sector: Travel & Leisure (ICB) / iGaming affiliate marketing sub-sector. The company is correctly classified — it is a marketing-services provider to the gambling industry, not a regulated operator.
• Quality / growth / leverage: Below typical listed peers on quality and scale. Peers like Better Collective, Catena Media and Gambling.com Group operate at 5-50x B90's revenue, with cleaner balance sheets and stronger SEO franchises. B90's growth rate (revenue +106% in 2025) is well above sector average from a tiny base.
• Listed peers: XLMedia (XLM.L, AIM affiliate, distressed), Gambling.com Group (GAMB US), Better Collective (BETCO STO).

Investment thesis (3 bullets)

1. Demonstrated B2B pivot delivering operating profit — Revenue doubled and the group returned to profit in 2025, with 200+ B2B partners and a focused capital-light model post legacy-asset write-downs 2026-05-06 final results. The transformation thesis is no longer hypothetical.
2. 2026 World Cup tailwind plus growing partner base — Major sporting calendar in 2026 historically lifts FTDs across the industry, and the PPC engine is built to scale with sportsbook-marketing budgets without commensurate fixed-cost increase 2026-02-02 trading update; 2026-05-06 final results.
3. Capital-light, no debt, low regulatory exposure relative to operators — B90 does not take player risk on its sportsbook-marketing side; gambling-duty increases that hit UK operators in 2025 had no direct revenue impact, and there is no bank debt on the balance sheet 2026-05-06 final results.

Key risks (3 bullets)

1. Going-concern material uncertainty — Auditor S&W Audit flagged a material uncertainty linked to a €0.6m legacy liability that the directors concede could be demanded at short notice, against only €1.0m cash 2026-05-06 final results, Note 1. A creditor demand could force a dilutive raise.
2. Marketing-cost inflation eroding margin — Marketing/selling expense rose from €0.75m (21% of revenue) in 2024 to €3.44m (48% of revenue) in 2025; the trading update explicitly cites "increased competition and rising costs across Google-led acquisition channels" 2026-02-02 trading update. EBITDA margin actually fell from 19% to 15% YoY despite the revenue scaling story.
3. Search-engine and VIP-player concentration risk — A meaningful share of revenue depends on Google rankings and on a small group of VIP players whose monthly winnings can swing commission revenue materially 2026-05-06 final results, principal risks. Algorithm changes or a single big winner can disrupt monthly results.

Operating leverage

The operating leverage story is more nuanced than management presents. Fixed-cost lines (salary, other admin) showed clear leverage in 2025: salary rose just 7% (€1.59m → €1.71m) and other admin 48% (€0.73m → €1.08m) while revenue grew 106%. However, the dominant cost line — marketing/selling — scaled faster than revenue (+356% on a +106% revenue uplift), driven by Google PPC bid inflation, taking marketing from 21% to 48% of sales 2026-05-06 final results income statement. The result: EBITDA margin contracted from ~19% to ~15% even as revenue doubled.

This is structurally moderate-to-low operating leverage: incremental revenue from PPC carries low incremental contribution margin because customer acquisition cost is paid (and increasingly so) to Google. The Oddsen.nu organic/SEO asset offers better leverage (no per-click cost), but represents a smaller share of activity. A 10-20% revenue beat would plausibly add only 30-50% to EBITDA, not multiples — quite different from a software platform with predominantly fixed costs.

Value-trap signals

• Repeated material-uncertainty going-concern statements in 2023, 2024 and 2025 audit reports.
• Heavy historical impairment trail: Bet90 goodwill (~€1.1m in 2022), Spinbookie assets (€1.4m in 2024) — capital allocation track record is patchy.
• VIP-player concentration in commission revenue.
• Reliance on Google for both organic ranking (Oddsen) and paid acquisition (PPC): single counterparty risk on a critical input.
• AIM micro-cap with low liquidity; share-price suspension occurred between Mar 2020 and Mar 2021.
• Recurring need to settle adviser/creditor fees in equity, indicating tight working capital.

Earnings vs. expectations

• 2025 final results vs. Feb 2026 trading update: revenue ahead of market expectations; EBITDA in line — implicitly a partial miss on margin (revenue beat absorbed by higher marketing spend) 2026-02-02 trading update.
• H1 2025: revenue +75% YoY, EBITDA +65% — broadly consistent with management's "in line with management expectations" guidance 2025-09-22 interim results.
• 2024 FY: matched the EBITDA-positive guidance after Feb 2025 trading update; net loss higher than EBITDA picture suggested due to €1.4m Spinbookie impairment.
• Pattern: more recently, B90 has met or modestly beaten its own guidance, but historically there have been multiple impairments and writedowns. No external analyst consensus is visible in the filings.

Conviction

Conviction: 3 (moderate)

• Anchored by: clean income-statement disclosure for 2024 and 2025; audit completed without modification (only emphasis-of-matter); two consecutive years of consistent reporting on the same business model.
• Limited by: very small scale (€7.2m revenue makes multiple-based valuation sensitive to assumption choices), material-uncertainty going-concern flag, and audit sensitivity tables showing that recoverable value of PPC asset (€2.7m) collapses if cumulative growth dips from 22% CAGR to 1.3% — implying meaningful tail risk to NAV.

Driver scoring summary

• AI beneficiary: Low. B90 uses AI/ML tools for marketing optimisation but is a consumer of AI services (Google ads, third-party tooling), not a supplier. Value capture flows to Google and AI vendors. AI mentions saturate the narrative without translating to a defensible AI revenue line.
• Operating leverage: Limited. Fixed salary/admin show leverage, but the marginal cost of revenue (PPC bid cost) is rising faster than revenue, suppressing margin.
• Overall: Poor fit for this investor profile — minimal genuine AI-receiver exposure, modest leverage, fair-to-stretched price, and a going-concern caveat that compromises downside protection.