Super Group SGHC Ltd

This Annual Report on Form 20-F also includes Adjusted EBITDA, which is a non-GAAP company-specific performance measure that we use to supplement our results presented in accordance with IFRS. Adjusted EBITDA is defined as EBITDA less impairment, gain on bargain purchase, transaction fees, gain on derivative contracts, share listing expense, foreign exchange on revaluation of warrants and earnouts, change in fair value of warrant and earnout liabilities, change in fair value of option, impairment of goodwill, expenses relating to market closure, RSU expenses, payroll taxes on RSUs granted in connection with the Business Combination, unrealized foreign exchange and other non-recurring adjustments. We believe that Adjusted EBITDA is useful in evaluating our operating performance as it is similar to measures reported by our public competitors and is regularly used by securities analysts, institutional investors and other interested parties in analyzing operating performance and prospects. Adjusted EBITDA is not intended to be a substitute for any IFRS financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.

Because of these limitations, Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our IFRS results and using Adjusted EBITDA on a supplemental basis. You should review the reconciliation of net profit to Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.

The table below presents a reconciliation of profit (loss) to EBITDA and Adjusted EBITDA:

1 Market closure costs relates to our exit from the Indian Market on October 1, 2023. This includes contract termination costs, bad debt and contract write offs.

2 Unrealized foreign exchange, additional RSU expenses relating to grants other than the one off RSUs issued related to awards following the Business Combination, and other non-recurring adjustments have been restated for consistency in the current period and all prior periods in the Adjusted EBITDA calculation.

3 Associated payroll expenses relating to the one off RSUs issued related to awards following the Business Combination of nil (2022: €1.1 million, 2021: nil) are included in this line.