FY25 Results

30 April 2026

 evoke Plc 

("evoke" or "the Group") 

FY25 Results

Significantly improved underlying profitability with FY25 Adjusted EBITDA +14% to £356m in line with expectations

Strategic review discussions ongoing

evoke (LSE: EVOK), one of the world's leading betting and gaming companies with internationally renowned brands including William Hill, 888 and Mr Green, today announces its financial results for the year ended 31 December 2025 ("FY25" or the "Period").

*Non-meaningful figure

Financial highlights:

· Second consecutive year of profitable growth on an adjusted basis: 

· Group Revenue up 2% driven by online gaming performance, following five consecutive quarters of growth prior to Q4 2025, which was the strongest quarter of the year but lapped operator friendly sports results in Q4 2024

· UK&I Online revenue down 3% with growth in gaming driven by William Hill, offset by a reduction in 888, as anticipated, due to strategic focus on profitability with contribution up double digit. Sports declines partly driven by prior year operator friendly sports results, and increased black market penetration, particularly in horse racing

· International Online revenue increased 9% with 17% growth across international Core Markets, driven by market share gains and record revenues in Italy and Denmark, coupled with the Winner acquisition in Romania, slightly offset by US B2C exit during the prior year and focus on profitability in rest of world markets

· UK Retail revenue down 1% driven by sports, while gaming was up 5% with market share gains following the successful rollout of new gaming machines across the estate, which completed in March 2025

· Our focus on profitability delivered an Adjusted EBITDA increase of 14% to £356.2m, with Adjusted EBITDA Margin expanding by 220 basis points to 20.0%, with more efficient promotional and marketing spend driving higher margins, together with ongoing cost efficiency and disciplined investment to drive operating leverage

· On a reported basis, EBITDA was up 43% reflecting the Adjusted EBITDA drivers outlined above, together with lower exceptional costs, primarily related to the exit of US B2C in the prior year

· £440.3m of non-cash impairment charges in UK Online and Retail, reflecting the change in external market environment following the significant increase in UK online duties announced in November, alongside challenging high street trading conditions. Together with other exceptional items, this resulted in the Group reporting a loss after tax of £549.1m

· Cash (excluding customer balances) at 31 December 2025 of £128.4m, with ample total liquidity of over £200m including undrawn RCF of £81m. Significant progress in deleveraging, with a 0.5x reduction to 5.2x at Dec-25, albeit the UK duty increases will keep leverage elevated for longer than previously anticipated

Strategic progress:

· Further progress delivered against growth strategy and value creation plan driving profitable growth and improved operating efficiency including further refining the operating model

· Continued investment in data, automation and AI capabilities to support long-term efficiency and growth

· Decisive action taken to reset the strategic focus areas in response to the significant headwind from UK duty changes, announced in November 2025, ensuring the Group remains on track to deliver at least 50% mitigation within the first full year post implementation, focusing on cash generation, cost discipline, and navigating a more challenging external environment

· Completed review of retail estate considering high street trading conditions and UK duty changes, resulting in decision to close c.270 shops that are no longer sustainable, which will deliver significantly improved Retail profitability and enhance long-term sustainability

· Continued progress against delivering leading distinct brands and product, with a focus on clear customer value propositions, including launching a new visual identity for William Hill. New product launches such as redesigned William Hill apps, including Final One Standing launched as a highly engaging new free-to-play game. Within our International markets we continue to drive localisation through popular game integrations, payment method upgrades, and the migration of Mr Green to the in-house 888 platform across all markets

Current trading and outlook:

· A solid start to the year, with Q1 2026 revenue in line with management expectations, and growth of +2% on a like-for-like basis excluding retail closures (+1% reported)

· UK Online performing well (+5%) and ahead of management expectations driven by strong gaming growth (+8%), particularly in William Hill. 888 continues to focus on improved profitability with UK&I online contribution expected to be up double-digit in Q1

· International down 2%, with continued strong growth in Italy and Denmark offset by declines in Spain, Romania, and rest of world, all primarily driven by competitive and market dynamics

· Retail flat but seeing good growth on a like-for-like basis (+3%) and taking market share, driven by new gaming cabinets. Further shop closures to come in Q2 2026

· As a result of the ongoing strategic review the Board is not providing forward looking financial guidance

Strategic review:

· Following the UK Government's announcement in November 2025 of significant increases in gambling duties, the Board initiated a strategic review to assess a range of options to maximise shareholder value

· On 20 April 2026, the Group confirmed that it is in discussions with Bally's Intralot S.A. regarding a possible offer for the entire issued and to be issued share capital of the Group at a price of 50pence per share

· Discussions with Bally's Intralot S.A. remain ongoing, but there can be no certainty that a firm offer will be made nor as to the terms on which any such offer might be made. A further announcement will be made when appropriate

Per Widerström, CEO of evoke, commented:

"Throughout 2025 we delivered consistent operational progress resulting in a more efficient, focused and disciplined business delivering improved marketing returns, stronger cost control, enhanced operating leverage, and a step-change in underlying profitability.

However, the significant UK duty increases announced in November represented a fundamental shift in the economics of our largest market and will have a substantial impact across the regulated industry. We have acted decisively to mitigate the impact of these changes and protect long-term shareholder value, including initiating a strategic review and implementing significant operational actions across the business.

In Q1 2026 we have traded in line with our expectations. While the trading environment is challenging, we remain firmly focused on delivering profitable growth, cash generation and strengthening the balance sheet."

Notes

1 Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortisation, and excluding share benefit charges, foreign exchange, fair value gains and any exceptional items which are typically non-recurring in nature. Adjusted measures, including Adjusted EBITDA, are alternative performance measures ("APMs"). These APMs should be considered in addition to, and are not intended to be a substitute for, IFRS measurements. As they are not defined by International Financial Reporting Standards, they may not be directly comparable with other companies' APMs. The Directors believe these APMs provide additional useful information for understanding performance of the Group. They are used to enhance the comparability of information between reporting periods and are used by management for performance analysis and planning. An explanation of our adjusted results, including a reconciliation to the statutory results is provided in Appendix 1 to the financial statements

2 2024 has been restated to reflect prior year adjustments. See note 1 to the financial statements for further information as well as Appendix 1 to the financial statements for information on the impact to prior year APMs

Enquiries and further information:

About evoke Plc:

evoke plc (and together with its subsidiaries, "evoke" or the "Group") is one of the world's leading betting and gaming companies. The Group owns and operates internationally renowned brands including William Hill, 888, and Mr Green. Incorporated in Gibraltar, and headquartered and listed in London, the Group operates from offices around the world.

The Group's vision is to make life more interesting and its mission is to delight players with world-class betting and gaming experiences. Find out more at: https://www.evokeplc.com

Important Notices

This announcement may contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of evoke. These statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect", "may", "will", "seek", "continue", "aim", "target", "projected", "plan", "goal", "achieve", words of similar meaning or other forward looking statements, reflect evoke's beliefs and expectations and are based on numerous assumptions regarding evoke's present and future business strategies and the environment evoke will operate in and are subject to risks and uncertainties that may cause actual results to differ materially. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of evoke to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond evoke's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as evoke's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which evoke operates or in economic or technological trends or conditions. Past performance of evoke cannot be relied on as a guide to future performance. As a result, you are cautioned not to place undue reliance on such forward-looking statements. The list above is not exhaustive and there are other factors that may cause evoke's actual results to differ materially from the forward-looking statements contained in this announcement. Forward-looking statements speak only as of their date and evoke, its respective parent and subsidiary undertakings, the subsidiary undertakings of such parent undertakings, and any of such person's respective directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where it would be required to do so under applicable law. No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that the financial performance of evoke for the current or future financial years would necessarily match or exceed the historical published for evoke. 

Chief Executive officer's review 

2025 was a year of strategic and operational progress, materially improved profitability (on an adjusted basis), and decisive action planning in response to significant external change. While revenue growth of 2% for the year was slightly below our original medium-term ambition, the business delivered a clear step change in Adjusted EBITDA Margin. Notwithstanding the UK duty changes and resulting strategic review described below, we entered 2026 with strengthened operational momentum, which will be required to navigate the more challenging external environment the Group will need to operate in.

UK market taxation changes

On 26 November 2025, the UK Government announced in its Autumn Budget that Remote Gaming Duty would increase from 21% to 40% from 1 April 2026. In addition, a new online sports betting duty of 25% will apply from 1 April 2027 to sports betting excluding horse racing, replacing the existing 15% General Betting Duty.

The UK is the Group's largest market, and during 2025 and in previous years evoke paid substantial taxes and duties to the UK Exchequer. In the Board's assessment, the scale of the proposed increase represents a material shift in the economics of the regulated UK betting and gaming sector and will force significant changes across the industry.

Evidence from regulated European markets - such as the Netherlands - demonstrates that sharp tax increases accelerate consumer migration to the illegal black market. The UK taxation changes will drive more consumers towards illegal and untaxed operators that provide none of the customer protections of the regulated sector. We will continue to engage constructively with policymakers and regulators, but we strongly believe there must now be far greater urgency from the UK Government and the industry regulator in addressing the growth of the black market.

As announced at the time of the budget, we outlined the changes would increase Group duty costs by approximately £125m-135m on an annualised basis once fully implemented and prior to any mitigations, with around £80m impacting FY26. This initial estimate was based on 2025 gross gaming revenue expectations. Our current expectations are that the impact will be slightly lower than this, primarily reflecting our expectation that UK revenue declines from 2025 levels as a result of black market growth. We still expect to mitigate approximately 50% of this impact from the first full year of implementation through supplier savings, operating cost efficiencies, selective reductions in marketing expenditure, retail store closures, and adjustments to customer propositions such as reduced bonusing.

We acted quickly and decisively with our commercial teams in Gibraltar who manage the UK and International online businesses. During the final months of 2025 we began implementing mitigation plans, including organisational changes and the closure of retail locations that are no longer economically sustainable. These decisions are never taken lightly but are necessary to protect long-term shareholder value.

Strategic review

Following the Budget announcement, on 10 December 2025 the Board confirmed it had initiated a review of the Company's strategic options (the "Strategic Review"). This includes consideration of a range of potential alternatives to maximise shareholder value, including, but not limited to, a potential sale of the Group or certain assets.

In addition to the structural changes in the UK market, the Board has also considered the Group's existing capital structure, including its leverage position and upcoming refinancing requirements, most notably the July 2028 debt maturity. In this context, the Board believes it is prudent to assess the full range of strategic options available to the Company to ensure an optimal capital structure and long-term financial flexibility.

While no conclusions have been reached and there can be no certainty as to the outcome of the Strategic Review, the Board considers this process to be an important component of its broader assessment of the Group's long-term viability and financial resilience. As part of this assessment, the Directors identified two material uncertainties, one in respect of the Group's ability to refinance its July 2028 debt before January 2028, and one in respect of the ongoing strategic review, both as discussed further in the going concern note to the financial statements.

On 20 April 2026, in response to media speculation the Group announced that in connection with the ongoing Strategic Review, it was in discussions with Bally's Intralot S.A. regarding a possible offer for the entire issued and to be issued share capital of the Group at a price of 50 pence per share. At the date of this report discussions remain ongoing.

Operationally, our priorities remain unchanged: disciplined execution to drive profitable growth, continued margin expansion, and careful capital allocation. The improving profitability and strengthened operating model delivered in 2025 reinforce the inherent strategic value of the business as the Strategic Review process progresses.

Operational progress

2025 represents the second full year of executing our Value Creation Plan and the continued reset of evoke. When I joined, it was clear that the Group possessed strong brands, technology foundations and market positions, but performance had not consistently reflected that potential. Over the past two years we have reshaped the operating model, simplified structures, strengthened accountability and embedded a sharper focus on customer value and returns on investment.

The progress delivered in 2025 demonstrates that this reset is working. The business today is structurally more efficient, more focused and better positioned to respond to external change than it was at the beginning of this transformation. However, the scale of the UK duty changes announced in November 2025 are such that we have had to reassess how we approach the transformation. This has involved having to take further difficult decisions to protect the future of the business, including closing unprofitable retail stores, and right-sizing our cost base. We are making these changes in parallel to the strategic review being undertaken by the Board, to ensure we are well placed for the future in any scenario.

Financial performance

Group revenue for FY25 was £1,782m, representing growth of 2% year-on-year. Adjusted EBITDA of £356m represented an increase of approximately 14% year-on-year, delivering an Adjusted EBITDA margin of around 20%. On a reported basis the loss after tax was £549m, driven primarily by exceptional items including £440m of impairment related to Retail and to UK Online, both as described in the CFO report later.

The improvement on an adjusted basis reflects the disciplined execution of our Value Creation Plan. We have optimised marketing efficiency, strengthened bonus management, increased the use of our proprietary technology platforms and simplified the operating model. Contribution growth continued to outpace revenue in our core markets during the year, underlining our focus on sustainable, profitable growth.

The fourth quarter was the strongest revenue quarter of the year, demonstrating encouraging underlying momentum despite tougher prior-year comparatives in sports.

Delivering our Value Creation Plan

Our strategy remains anchored in three clear principles:

· Drive profitable and sustainable revenue growth

· Improve profitability and efficiency through operating leverage

· Deleverage through disciplined capital allocation

During 2025 we made tangible progress against each of these objectives: Revenue growth was delivered for five consecutive quarters through to Q3 2025, with Q4 2025 strong but set against tough comparatives; profitability improved materially on an adjusted basis; and leverage reduced significantly from 5.7x to 5.2x.

Crucially, this progress was achieved while continuing to invest in the long-term capabilities that underpin sustainable growth - including data, intelligent automation, customer lifecycle management and platform integration. The combination of near-term performance improvement and structural capability build remains central to how we create value.

Strengthened and more diversified core

The profile of evoke has evolved materially since launching the Value Creation Plan at the beginning of 2024. We are now a more diversified and more resilient business.

International markets delivered another year of strong and profitable growth, particularly across our core geographies of Italy, Spain, Denmark and Romania. Growth was broad-based and underpinned by both improved product capability and disciplined commercial execution.

In Italy, 888casino continued to outperform local and omni-channel competitors, as we became the number three casino operator in the market, supported by strong brand positioning and localised product enhancements.

In Denmark, the migration of Mr Green to our in-house platform in Q1 provided a foundation for accelerated performance during the year, with product upgrades and enhanced engagement features supporting record revenue levels in the second half.

Importantly, international growth was delivered with strong margin progression. The division continued to benefit from operating leverage, platform synergies and improved bonus optimisation, further diversifying the Group's earnings profile and reducing reliance on the UK market.

In Retail, the successful rollout of 5,000 new gaming machines completed in March 2025 and helped return the estate to gaming growth during the year. At the same time, the continued challenging high street conditions and inflationary cost pressures meant we undertook a detailed review of the estate to ensure the estate remains commercially sustainable. As a result of this review we closed 68 shops in Q4 2025 and in March 2026 announced the closure of a further c.200 shops due to happen in Q2 2026. We also recorded an impairment charge against Retail (discussed further in note 3 to the financial statements).

In UK Online, revenue performance was mixed, but profitability improved significantly as we refined our marketing approach and prioritised customer value over volume. William Hill delivered encouraging product-led momentum, supported by improvements in user experience and engagement features, while 888 UK remained in transition as we focused on strengthening marketing returns. As a result of the upcoming change in UK duty rates we also recorded an impairment charge against UK Online (discussed further in note 3 to the financial statements).

Underpinning the improvement in underlying profitability has been a step-change in our core capabilities. During 2025 we continued to strengthen our data, customer lifecycle management and intelligent automation platforms, enabling more precise customer segmentation and materially improved marketing return on investment. Enhanced real-time analytics and automation across areas such as player safety, fraud detection, withdrawals and customer servicing have reduced friction for customers while improving operational efficiency. There is still a long way to go to reach our full potential, but these capability improvements are structural and will continue to compound over time, supporting both margin expansion and more sustainable revenue growth across the Group.

AI & Intelligent Automation: Building an AI-First evoke

Artificial Intelligence and Intelligent Automation are central to evoke's ambition to operate as an AI-First organisation. During 2025, we accelerated the deployment of AI-enabled capabilities across core business processes as part of our Operations 2.0 strategic initiative.

Over 60 AI and automation solutions were deployed into production during the year, primarily across Customer Operations, Risk and Trading. Over the last 12 months, AI and Intelligent Automation solutions executed more than 4.4 million operational tasks and process steps across the group, demonstrating the scale at which automation is now embedded within our operations. These solutions streamline high-volume workflows, reduce manual intervention, improve accuracy and enhance operational control. In Customer Operations, automation has supported faster processing times, improved service consistency and strengthened player safety controls.

AI has also enhanced data-driven decision-making and personalisation across customer journeys. Improved segmentation and optimisation tools have enabled more relevant customer interactions, stronger marketing return on investment and enhanced oversight of safer gambling interventions. We recognise we are at the early stages of our journey and we see significant further potential ahead.

To ensure AI is deployed responsibly and at scale, we strengthened governance and oversight during the year. A dedicated AI Committee and a newly established AI Centre of Excellence provide structured risk assessment, lifecycle management and cross-functional coordination, ensuring that innovation remains aligned with regulatory expectations and our risk appetite.

In 2026, we will expand Operations 2.0 into a broader AI-First initiative. In addition to the execution of our AI Strategy we will prioritize the transformation of all our workflows into agentic workflows, democratize AI across the whole of evoke to upskill employees in safe usage and to create an AI First culture, and responsibly deploy next-generation AI capabilities under robust governance frameworks.

Our ambition is clear: to leverage AI responsibly to drive structural efficiency, enhance customer experience, keep players safe, and create sustainable competitive advantage.

Deleveraging and disciplined capital allocation

The improvement in underlying profitability during 2025 together with disciplined capital allocation supported further significant progress in deleveraging.

During the year we also successfully refinanced the 2027 senior secured notes with new Euro denominated senior secured notes due 2031, extending duration and improving flexibility. Reducing leverage over time remains a core priority, notwithstanding the significant impact from UK duty changes.

Alongside this, we continued to pursue capital-light growth opportunities, including expanding brand licensing arrangements with a launch in the Netherlands. This disciplined approach ensures that capital is allocated where it can generate the highest returns while preserving financial strength in a more uncertain regulatory environment.

Our people

The progress delivered during 2025 reflects the resilience, adaptability and professionalism of our colleagues across the Group. Over the past two years, our teams have navigated transformation, platform migrations, cost optimisation and now a major regulatory shift. Their commitment and determination will again be critical as we execute the next phase of our strategy.

On behalf of the Board and leadership team, I would like to thank all colleagues for their hard work and dedication during a period of sustained change.

Focus for 2026

Looking ahead, our operational focus is clear:

· Protect cash and strengthen balance sheet resilience 

· Execute UK mitigation plans with discipline 

· Accelerate profitable growth in targeted international markets 

· Continue embedding AI-led automation and data-driven decision-making 

· Maintain a lean, agile operating structure 

The strategic initiatives that underpin our plan are evolving in response to the new UK duty framework, but our core principles remain unchanged: sustainable revenue growth, operating leverage, and disciplined capital allocation.

While the scale of the UK duty increase represents a fundamental shift for our industry, evoke is responding decisively. With a strengthened earnings base, disciplined leadership and clear strategic focus, we remain committed to delivering sustainable value creation for shareholders.

CHIEF FINANCIAL OFFICER'S REPORT - BUSINESS & FINANCIAL REVIEW 

INTRODUCTION

I am pleased to report a resilient set of results for the full year, reflecting continued progress against our strategic and financial priorities. During 2025, the Group delivered improved profitability on an adjusted basis, strengthened its operating model and made further progress on deleveraging, despite revenue coming in below our initial expectations. However, the UK duty changes announced in November 2025 were incredibly disappointing, and have led to the need to take significant steps to mitigate the potential impact. This has included the Board initiating the Strategic Review outlined in the CEO review above. The announced duty changes were also a key driver of the reported financial results for the year with a significant impairment charge in UK Online as a result, coupled with impairment in Retail related to ongoing challenging high street conditions.

Our 2025 performance reflects our continued focus on driving profitable growth, improving operational efficiency and maintaining disciplined capital allocation. Over the past 18-24 months, we have taken decisive actions to transform the business. While the underlying trajectory of the business is improving, the external environment, particularly in the UK, has become significantly more challenging, and as a result we have taken disciplined and decisive actions to ensure the Group's resilience.

For the full year, Group revenue was £1,781.9m, representing growth of 2% year-on-year, with year-over-year revenue growth delivered across the first three quarters of the year and a strong exit in Q4, which was the highest revenue quarter of the year. More importantly, we delivered a step change in underlying profitability, reflected in Adjusted EBITDA growth of 14% to £356.2m, and Adjusted EBITDA Margin expansion of 2.2 percentage points to 20%.

On a reported basis the loss after tax was £549.1m (FY24: £220.9m), primarily as a result of impairment charges in Retail and UK Online, both as described later. While non-cash impairment charges do not impact the Group's underlying results, it is a clear indication of the structural change in the UK market and the need to adapt the business accordingly.

The improvement in underlying profitability reflects both the benefits of structural changes made across the business and continued cost discipline. These include better bonus optimisation, more efficient marketing spend, increased utilisation of proprietary platforms and trading capabilities, and the simplification of the operating model. These are not short-term cost actions but structural improvements that are enhancing our margin profile and enabling us to deliver operating leverage over time.

Our marketing approach has continued to evolve positively. During the year, we maintained a disciplined and data-driven approach to customer acquisition and retention, focusing on customer value over volume and improved returns on investment. This has supported both profitability and cash generation, with marketing spend deployed more effectively across channels and geographies.

We have also maintained tight control of the cost base. Total operating costs (excluding exceptional items) were broadly stable year-on-year despite inflationary pressures, including increases in National Insurance and the National Living Wage. This reflects the continued execution of our cost optimisation programmes and a growing contribution from automation and process efficiencies across the business.

A key priority for the Group remains deleveraging. During 2025 we made further progress, supported by improved Adjusted EBITDA and disciplined capital allocation, with leverage reducing to approximately 5.2x at year end (FY24: 5.7x). Reducing leverage over time continues to be a central focus of the Group. However, following the changes to UK duties announced in November 2025, the previously stated medium-term target of below 3.5x leverage by 2027 was withdrawn as it was no longer considered achievable under the revised outlook.

In September 2025, we also strengthened the Group's financing position through a comprehensive refinancing, successfully issuing €600m of 8.0% senior secured notes due 2031, alongside the establishment of a new £200m revolving credit facility. The proceeds were used to redeem the Group's €582m senior secured notes due 2027 and refinance drawings under the prior revolving credit facility, successfully extending the Group's debt maturity profile, with no significant maturities now falling due before January 2028.

At year end, the Group had cash balances (excluding customer deposits) of £128.4m and access to total liquidity of just over £200m, including £81m of undrawn capacity under the revolving credit facility. This provides a robust liquidity position and supports the Group's ability to operate through a range of potential downside scenarios, albeit in assessing going concern and viability the Directors have identified two material uncertainties, one in respect of the Group's ability to refinance its July 2028 debt before January 2028, and one in respect of the ongoing strategic review, both as discussed further in the going concern note to the financial statements.

Looking ahead, our focus remains on maintaining financial discipline, protecting cash generation and continuing to strengthen the balance sheet. Our mitigation plans with respect to the UK duty changes are well advanced, with effective execution of near-term actions already taken. We expect to be able to mitigate 50% of the impact within the first full year of the increased duties.

There remain areas for improvement, particularly within certain parts of the sports offering, and the external environment requires a cautious and disciplined approach. However, the structural progress delivered across the business provides a solid foundation from which to navigate the current environment.

Overall, the progress made during 2025 demonstrates that our strategy is delivering tangible financial benefits. With continued focus on execution, cost discipline and capital allocation, we remain confident in the Group's ability to navigate the current environment and deliver long-term value for shareholders.

SUMMARY

2025 Group revenue of £1,781.9m increased by 2% year-on-year, driven by strong International performance (+9%), partially offset by declines in UK&I Online (-3%) and UK Retail (-1%).

The rollout of 5,000 new gaming cabinets supported retail gaming growth of 5%, offset by a 5% decline in retail sports revenue driven by reduced staking as well as more operator friendly results in the prior year, particularly Q4 2024.

UK&I Online revenue declined 3%, driven by a 12.0% reduction in betting revenue primarily reflecting lower staking as well as more operator friendly results in the prior year. The reduction in staking partly reflects our focus on customer value over volume, and partly reflects ongoing market dynamics with increased black market penetration, particularly in horse racing. Gaming revenue increased by 2% driven by William Hill Vegas and supported by improved products, offset by 888casino declining as we reduce marketing to focus on improved returns and profitability.

International revenue increased 9%, with Core Markets growing 19%. Italy and Denmark both grew double digits and hit all time highs for revenue during the year, led by product improvements and effective localisation. In Spain we lost market share as a result of our sports offering becoming uncompetitive and our lower level of marketing and promotional spend vs competition until we see improved returns. In Romania the Group saw very strong growth reflecting both inorganic growth following the Winner acquisition, as well as strong growth in 888 due to product improvements.

Further segmental details and trends are discussed within the segmental section later in this statement.

Adjusted EBITDA for the year was £356.2m, an increase of £43.7m (+14%) year-over-year, driven by the increase in revenue together with a focus on cost control and an increasingly efficient operating model. Adjusted EBITDA margin improved to 20.0% (2024: 17.8%).

Reported EBITDA increased by £89.9m to £301.3m, driven by the Adjusted EBITDA growth noted above, together with a decrease in exceptional costs of £46.2m, principally related a decrease in corporate transaction related costs.

The reported loss after tax of £549.1m reflects the reported EBITDA as described above, together with impairment charges to UK Online and Retail (£440.3m), purchase price amortisation (£86.1m), and finance costs related to the largely debt-funded acquisition of William Hill.

Reconciliation of adjusted results to reported results

12024 results have been restated - see note 1 to the financial statements for further information

* EBITDA is defined as earnings before interest, tax, depreciation and amortisation.

** Statutory Operating expenses of £615.7m includes Operating expenses of £587.7m (being the Operating expenses of £789.7m less Depreciation and amortisation of £202.0m) and Exceptional items - operating expenses of £28.0m per the note 3 of the consolidated financial statements.

*** Impairment charge of £440.3m includes £169.5m in respect of Retail and £270.8m in respect of UK&I Online.

**** Statutory Depreciation and amortisation of £202.0m has been separated from Operating expenses of £789.7m per the consolidated Income Statement.

***** Foreign exchange adjustments of £3.9m gain within Cost of sales, £25.8m expense within Operating expenses and £24.8m gain within Finance income and expenses.

Adjusted EBITDA is defined as operating profit or loss excluding share benefit charges, foreign exchange, depreciation and amortisation, fair value gains and any exceptional items which are typically non-recurring in nature. Further detail on exceptional items and adjusted measures is provided in note 3 to consolidated financial statements.

In the reporting of financial information, the Directors use various APMs. These APMs should be considered in addition to, and are not intended to be a substitute for, IFRS measurements. As they are not defined by International Financial Reporting Standards, they may not be directly comparable with other companies' APMs. The Directors believe these APMs provide additional useful information for understanding performance of the Group. They are used to enhance the comparability of information between reporting periods and are used by management for performance analysis and planning. Further detail on APMs is included in Appendix 1 to the consolidated financial statements.

CONSOLIDATED INCOME STATEMENT

Revenue

Revenue for the Group was £1,781.9m for 2025, an increase of 2% primarily reflecting gaming growth and positive international performance as described earlier.

Cost of sales

Cost of sales mainly comprise of gaming taxes and levies, royalties payable to third parties, chargebacks, payment service provider ('PSP') commissions and costs related to operational risk management and customer due diligence services. Cost of sales decreased to £600.9m from £603.9m. The decrease in cost of sales as a percentage of revenue from 34.4% to 33.7% primarily reflects the exit of US B2C as well as the migration of Mr Green onto the in-house platform thereby reducing royalties payable.

Gross profit

Gross profit increased by 3% from £1,150.6m to £1,181.0m and gross margin increased from 65.6% to 66.3%, reflecting the improved cost of sales ratio noted earlier.

Marketing expenses

Marketing is a significant investment for our Group to drive growth through investing in our leading brands, as well as customer acquisition and retention activities. Marketing decreased by 1% from £268.1m in 2024 to £264.8m. The decrease was driven by a refined marketing approach in UK&I Online to prioritise customer value over volume. This change significantly improved our marketing return on investment with a marketing to revenue ratio (marketing ratio) across the online divisions of 19.6% (2024: 20.8%).

Operating expenses

Operating expenses mainly comprise of employment costs, property costs, technology services and maintenance, and legal and professional fees. Operating expenses decreased to £615.7m from £670.1m in 2024. This decrease is predominantly due a decrease in corporate transaction related costs compared to 2024.

EBITDA & Adjusted EBITDA

Reported EBITDA increased to £301.3m and included £54.9m of exceptional costs primarily relating to integration and transformation costs. On an adjusted basis, the increase was 14% to £356.2m from £312.5m, with an Adjusted EBITDA margin of 20.0% compared to 17.8% in 2024. This was driven by strong second half revenue performance and cost control as described already.

Finance Income and Expenses

Net finance expenses of £238.6m (2024: £168.6m) related predominantly to the interest on the debt of £181.4m (2024: £149.8m), which is net of foreign exchange. The finance expense resulting from leases was £6.4m (2024: £6.4m). The finance expense from hedging activities was £20.3m (2024: £10.8m) predominantly due to foreign exchange movements.

Loss before tax

The net loss before tax for 2025 was £579.6m (2024: £187.1m loss). On an adjusted basis, 2025 resulted in a profit before tax of £56.3m (2024: £12.6m profit).

Taxation

The Group recognised a tax credit of £30.5m on a loss before tax of £579.6m, giving an effective tax rate of -5.3% (2024: tax charge of £33.8m and an effective tax rate of -18.1%). The tax credit primarily arises from a reduction in deferred tax liabilities on acquired intangible assets, driven by impairments relating to the Retail CGU and a decrease in the applicable tax rate in Malta, following the formation of a fiscal unit for certain Maltese entities, which are now subject to a corporation tax rate of 5%. The Group also recorded a prior year restatement in respect of provisions for uncertain tax positions, as discussed further in note 1 to the financial statements.

On an adjusted basis, the Group recognised a tax charge of £50.6m on a profit before tax of £56.3m (2024: tax charge of £51.8m). This higher rate reflects primarily the effect of the CIR rules and profits arising in other jurisdictions.

Net loss and adjusted net profit

The net loss for 2025 was £549.1m (2024: net loss of £220.9m). On an adjusted basis, profit increased by £44.9m from a loss of £39.2m in 2024 to a profit of £5.7m in 2025, reflecting the items already discussed.

Earnings per share

Basic loss per share increased to 121.8p (2024: loss of 49.4p) due to lower net profit, with minimal change in the number of shares in issue.

On an adjusted basis, basic profit per share was 1.6p (2024: loss per share 8.9p). Further information on the reconciliation of earnings per share is given in note 10 to the consolidated financial statements.

Dividends

The Board of Directors is not recommending a dividend to be paid in respect of the year ended 31 December 2025 (2024: nil per share). The Board's decision has been to suspend payments of dividends until leverage is at or below 3x, as previously announced following the acquisition of William Hill.

Income statement by Segment

The below table shows the Group's performance by segment:

UK & Ireland (UK&I)

UK&I Online

Revenue decreased by 3% to £674.0m compared to £693.2m in 2024, reflecting growth in gaming revenue of 2% driven by continued improvements in product and promotions which was offset by sports revenue decreasing by 12.0%. This was due to lower sports staking (-12% year-on-year) while sports net win margin remained consistent compared to the previous year (+0.0 ppts year-on-year), albeit with a structural increase in the margin due to customer and product mix changes, being offset by operator friendly results in the prior year.

Adjusted EBITDA increased by £8.6m to £151.3m, primarily driven by a more targeted marketing approach and improved gross margin due to product mix and reduced bonusing.

The segmental results do not include the significant impairment charge of £271m as noted separately.

UK Retail

UK Retail revenue decreased by 1% to £501.0m and Adjusted EBITDA decreased by 17% to £55.0m. Gaming performance improved (+5%) following the rollout of 5,000 new machines across the estate but Retail continues to face challenging conditions on the high street, including inflationary cost pressures. The Retail business has a high proportion of fixed costs, meaning the revenue reduction and cost pressure creates negative operating leverage.

During Q4 2025 the Group closed 68 shops and in March 2026 announced the planned closure of a further c.200 shops following a detailed review of the estate to ensure commercial viability.

The segmental results do not include the significant impairment charge of £169m as noted separately.

International

International revenue increased by 9% to £606.9m and adjusted EBITDA increased by £45.4m compared to the previous period to £175.4m. This is driven by strong growth in the core markets of Italy, Denmark, and Romania. This growth in the Core Markets was offset by reduced revenues from Spain as noted earlier, as well as the Optimise Markets as the focus switches to profitability and cash generation, including exiting the US B2C business.

Corporate costs

Corporate costs were £25.5m in 2025 compared to £26.6m in 2024, with the Group continuing to focus on cost efficiencies to offset inflationary cost pressures.

EXCEPTIONAL ITEMS AND ADJUSTMENTS

1 2024 numbers have been restated - see note 1 to the financial statements for further information

Total exceptional items in the year amounted to £458.1m in 2025, up from £89.2m in 2024.

Exceptional items are those items the Directors consider to be one-off or material in nature that should be brought to reader's attention in understanding the Group's financial performance. Refer to note 3 to the condensed financial statements for further detail.

An impairment charge of £169.5m was recorded in respect of Retail as a result of continued challenging high street conditions and inflationary cost pressures reducing the previously expected improvement in profitability within this division. An impairment charge of £270.8m was recorded in respect of the UK Online CGU as a result of the forecast reduction in cash flows from this division following the change in UK gaming duty as discussed earlier.

Integration and transformation costs include amounts relating to the post-merger integration of the William Hill business, following its acquisition by the Group in 2022. This programme has focused on the realisation of synergies, including platform integration, operating model simplification and cost efficiencies. The programme is now substantially complete save for elements of the platform integration that are now incorporated into an updated technology strategy that should be substantially complete by the end of 2026.

In addition to these post-integration activities, more recent transformation costs reflect a series of discrete programmes initiated following the appointment of the current management team in late 2023 and early 2024. These programmes are focused on further simplifying the operating model, enhancing efficiency across the business and supply chain, and strengthening capabilities through increased use of AI, automation and data.

While transformation activity has therefore occurred across multiple reporting periods, the costs recognised in each period relate to distinct programmes and phases of work, each of which is non-recurring in nature and undertaken to deliver structural improvements to the business. As such, they are considered exceptional to aid understanding of the Group's underlying performance. These initiatives have generated, and are expected to continue to generate, significant recurring cash cost savings, in addition to the benefits associated with the realisation of post-integration synergies. Costs related to these additional efficiency programmes were £15m in both 2024 and 2025. These additional efficiency programmes are expected to be substantially complete by the end of 2026.

The Group has incurred a total of £38.0m of costs relating to the integration programme, including £4.7m of platform integration costs (2024: £17.6m), £4.1m of redundancy costs (2024: £15.7m), £0.4m of employee incentives as part of the integration of William Hill and 888 and retention bonuses for key employees (2024: £4.0m), £nil for relocation and HR related expenses (2024: £5.2m), £5.8m of legal and professional costs (2024: £2.5m), £3.5m for corporate rebranding (2024: £1.0m), £17.4m of technology integration costs (2024: £1.2m) and £2.1m of retail rationalisation costs in relation to shop closures (2024: £nil).

The Group incurred £1.7m of corporate transaction costs in 2025 (2024: £45.5m), comprising £0.7m of employment-related expenses (2024: £4.6m) and £0.3m of other M&A-related fees (2024: £1.3m), with the remaining £0.7m relating to smaller M&A projects (2024: £1.4m). As part of finalising the purchase price allocation for the Winner.ro acquisition under IFRS 3 during 2025, the previously recognised £13.4m gain on bargain purchase was reversed. This reflected updated information about acquisition‑date fair values becoming available within the permitted measurement period. Following the revised valuation, no gain on bargain purchase or goodwill has been recognised. These adjustments have been reflected as part of the 2024 comparative restatement presented in Note 1. In addition, following the closure of the US B2C Business in 2024, the group incurred £1.6m of onerous contract costs, £38.1m of termination fees, £1m of acquisition costs, and £2.2m of prepayment write-offs partially offset by £4.7m of profit on sale of databases. No such items were incurred in 2025.

Adjustments reflect items that are recurring, but which are excluded from internal measures of underlying performance to provide clear visibility of the underlying performance across the Group, principally due to their non-cash accounting nature. They are items that are therefore excluded from Adjusted EBITDA, Adjusted PAT and Adjusted EPS.

The amortisation of the specific intangible assets recognised on acquisitions has been presented as an adjusted item, totalling £86.1m relating to the William Hill acquisition. This amortisation is a recurring item that will be recognised over its useful life.

The other items that have been presented as adjusted items are, foreign exchange gains of £2.9m (£27.0m in 2024), amortisation of finance fees of £15.9m (£16.5m in 2024), and share based payment charge of £2.9m (£2.7m in 2024).

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Non-current assets decreased by £504.9m to £1,702.9m compared to £2,207.8m at 2024, predominantly due to impairment and amortisation of Goodwill and other intangible assets, which have decreased by £456.5m. Property, plant and equipment reduced from £78.9m in 2024 to £54.3m, largely due to impairment and depreciation in the year, and right-of-use assets decreased by £7.2m in the year to £77.3m, due to additions of £39.4m offset by the depreciation charge of £31.6m and impairment charge of £15.9m for the year.

Current assets are £398.0m, a decrease of £34.5m compared to £432.5m at 2024. Within this, cash and cash equivalents decreased by £34.1m to £231.3m from £265.4m, which includes £102.9m of customer deposits compared to £118.3m at 2024. Excluding client funds, cash and cash equivalents decreased from £147.1m in 2024 to £128.4m in 2025. Income tax receivable reduced by £9.2m from £33.6m to £24.4m in 2025. There was a £10.0m balance for current derivative financial assets in 2025, an increase from the £nil balance in the prior year.

Current liabilities increased by £12.3m from £695.2m at FY 2024 to £707.5m at 2025. Trade and other payables have increased by £5.0m to £401.9m due to accrual timing differences. Provisions decreased by £54.3m to £17.7m, as a result of the provision for historical gaming tax in Austria being reclassified to payables following the agreement of a payment plan. Current derivative financial liabilities also increased by £31.2m in the year to £62.5m at 2025.

Non-current liabilities were £2,070.3m, a decrease of £22.1m from the balance of £2,092.4m at 2024. This is primarily due to the increase in borrowings of £56.2m following the drawdown of the Revolving Credit Facility as well as an increase in provisions of £5.9m. In addition, the non-current derivative financial instruments decreased by £15.8m. Lease liabilities have decreased by £3.3m in the year. Deferred tax liability also decreased by £65.0m from £145.2m in 2024 to £80.2m in 2025. Additionally, provisions for customer claims of £136.5m relating to William Hill and Mr Green brands are currently recognised as non-current liabilities, as compared with £129.5m which was held on the balance sheet in 2024.

Net liabilities of £674.1m for 2025 was an increase of £526.3m compared to net liabilities of £147.8m at 2024.

CASH FLOWS

* Italian gaming licenses of £12.2m is included within Capital expenditure within the financial statements but has been reclassified as Other movements in cash for presentational purposes here to better show underlying capital expenditure.

Overall, the Group had a cash outflow of £34.1m in the year, compared to an inflow of £9.2m in 2024. This resulted in a cash balance of £231.3m as of 31 December 2025 (£265.4m at 31 December 2024), although this included customer deposits and other restricted cash of £102.9m, such that unrestricted cash available to the Group was £128.4m compared to £147.1m in 2024.

Cash flow from operations was an inflow of £259.4m compared to £226.5m in 2024. This increase was due to increased Adjusted EBITDA offset by negative working capital movements from timing of accruals.

Disposals of £11.2m in 2025 relate to the remaining proceeds on the sale of the US B2C business.

Capital expenditure was £108.7m in 2025, an increase from £93.4m reflecting investment in product development to drive sustainable growth as well as investment in AI and automation capabilities.

Included within net movement in borrowings is a further drawdown on the Revolving Credit Facility ('RCF') (£81m undrawn), as well as movements relating to the refinancing in September 2025. Furthermore, there was £46.0m of payments of lease liabilities, with the increase over the prior year driven by the new gaming machines in Retail.

Net interest paid of £168.7m predominantly related to the external borrowings.

Other movements included £2.6m outflow predominantly due to funding of 888AFRICA, as well as dividend income received from associates of £0.3m and net foreign exchange gains of £11.5m.

NET DEBT

The gross borrowings balance as at 31 December 2025 was £1,896.4m. This balance is presented including derivatives (£55.2m) so as to more accurately reflect the underlying liability at maturity, taking account of the hedges the Group has in place to fix the currency and interest rates.

In September 2025 the Group issued €600m of 8.0% senior secured notes due 2031, alongside the establishment of a new £200m revolving credit facility. The proceeds were used to redeem the Group's €582m senior secured notes due 2027 and refinance drawings under the prior revolving credit facility.

At year end, the Group had cash balances of £128m and access to total liquidity of just over £200m, including £81m of undrawn capacity under the revolving credit facility. This provides a robust liquidity position and supports the Group's ability to operate through a range of potential downside scenarios, albeit the changes in UK duties have created two material uncertainties, one in respect of the Group's ability to refinance its July 2028 debt prior to January 2028, and one in respect of the ongoing strategic review, both as discussed further in the going concern note to the financial statements.

The net debt balance at 31 December 2025 was £1,862.7m with a net debt to EBITDA ratio of 5.2x. This compares to £1,787.7m and 5.7x respectively as at 31 December 2024. The increase in net debt is due to negative cashflow given the high interest burden and exceptional costs in the year.

PRINCIPAL RISKS AND UNCERTAINTIES 

The principal risks and uncertainties that are considered to have a potentially material impact on the Group's future performance, sustainability and strategic objectives are set out below. This list is not exhaustive but encompasses management's assessment of those risks which require considered response at this time. 

Strategic Execution Risks 

The Group is undertaking strategic change against a backdrop of structural changes in the UK gambling tax environment, evolving regulation and ongoing transformation activity. There is a risk that the Group is unable to execute strategic change at the required pace or with sufficient coordination to protect long-term profitability, competitiveness and stakeholder confidence.

Execution risk is heightened by concurrent transformation initiatives, cross-functional dependencies and the need to balance operating leverage, investment in technology and disciplined deleveraging. Failure to execute effectively could result in sustained margin compression, reduced market share, misalignment between cost base and revenue profile, and constrained capacity to invest for long-term growth. 

ESG Risks 

The Group faces ESG-related risks, including the potential for adverse impacts from climate-related factors, stakeholder expectations and governance requirements. ESG performance can affect brand, reputation, access to capital and the Group's ability to attract and retain colleagues.

Climate-related risk is primarily driven by the Group's supply chain, where the majority of emissions arise through Scope 3. The risk includes incomplete or inconsistent supplier data, slower-than-expected progress against targets, and increasing reporting expectations. 

Tax Risks 

The Group operates in several jurisdictions, each with different and often complex tax rules. Group tax risks may arise as a result of a number of factors, including transfer pricing and intercompany management, tax authority audits and interpretation, compliance, corporate governance and business operational alignment, and changes in tax legislation. This includes corporate income tax, indirect tax, gaming tax, and other taxes.

Such risks may lead to consequences such as reduced EBITDA (in relation to indirect taxes and gaming taxes), a higher effective tax rate (in relation to corporate income taxes), increased cash tax outflows, material uncertainty as to final outcomes, and higher compliance costs.

Leverage Risks 

The Group's leverage position and debt structure may constrain financial flexibility and resilience to external shocks. Earnings underperformance, adverse foreign exchange movements, increased funding costs or delayed delivery of planned efficiencies could increase refinancing or covenant risk and limit discretionary investment. The change in the external operating environment as a result of UK duty changes could impact the Group's liquidity as well as its ability to refinance the debt as it falls due, as further described in the going concern and viability statement. 

People Risks 

The Group's ability to deliver its strategic objectives depends on attracting, retaining and engaging colleagues with the appropriate skills and experience. In a period of organisational change, reprioritisation and delivery focus, there is a risk that reduced engagement, transformation fatigue or misaligned behaviours impact performance, decision-making quality and control effectiveness.

Sustained change can place pressure on teams and leaders, potentially affecting collaboration, challenge, risk awareness and the consistency of execution. Failure to maintain a strong and aligned culture may increase operational risk, weaken governance discipline and reduce the effectiveness of strategic delivery.

Third-Party Risks 

The Group relies on third parties to support delivery of critical services, including technology, payments, products, marketing and operational capabilities. There is a risk that supplier disruption, insolvency, performance failure, cyber incidents or non-compliance results in operational outages, regulatory exposure, financial loss or reputational damage.

Third-party risk is heightened where services are concentrated, where dependencies are complex, or where suppliers operate within regulated or data-sensitive environments.

Cyber and Information Security Risks 

The Group faces cyber and information security risk from external attack, internal misuse, technology vulnerabilities and third-party exposure. Cyber incidents could compromise the confidentiality, integrity or availability of systems and data, leading to regulatory sanctions, operational disruption, financial loss and reputational harm.

The threat landscape continues to evolve, including increased sophistication of attacks and continued targeting of online consumer-facing services.

Product & Technology Risks 

The Group's strategy relies on effective technology delivery and platform performance. Integration of legacy systems, modernisation initiatives, scalability constraints and AI/model governance challenges could result in operational incidents, customer disruption or delays to compliance-critical delivery.

Transformation activity can increase operational complexity, with interdependencies across systems, data and third parties. Failure to deliver change safely and reliably could affect customer experience, revenue and regulatory outcomes. 

Regulatory and Compliance Risks 

Compliance with regulatory obligations is critical to maintaining the Group's licences and protecting customers. The Group operates across multiple regulated jurisdictions, with evolving requirements and heightened scrutiny, particularly in relation to safer gambling, marketing, data protection and reporting. Non-compliance could result in financial penalties, licence conditions, operational restrictions or reputational damage.

Anti-Money Laundering Risks  

The Group is exposed to AML and counter-terrorist financing risk due to the inherent attractiveness of online gambling platforms to financial crime. While the Group maintains a mature AML framework, criminal typologies continue to evolve and regulatory expectations remain high. Failures in customer due diligence, monitoring or reporting could lead to enforcement action, financial penalties or reputational damage.

Consolidated Income Statement

For the year ended 31 December 2025

The 2024 comparatives have been restated to reflect prior period adjustments (see note 1).

1. Adjusted EBITDA is an Alternative Performance Measure (APM) which does not have an IFRS standardised meaning. Refer to Appendix 1 - Alternative Performance Measures for further detail.

Consolidated Statement of Comprehensive Income

The 2024 comparatives have been restated to reflect prior period adjustments (see note 1).

Consolidated Statement of Financial Position

At 31 December 2025

The 2024 and 2023 comparatives have been restated to reflect prior period adjustments (see note 1).

1. Cash and cash equivalents includes customer deposits of £102.9m (2024: £118.3m) which represent bank deposits matched by customer liabilities of an equal value. Cash and cash equivalents excludes restricted short-term deposits of £33.0m which are presented in Trade and other receivables (2024: £16.5m).

Consolidated Statement of Changes in Equity

For the year ended 31 December 2025

The 2024 comparatives have been restated to reflect prior period adjustments (see note 1).

The following describes the nature and purpose of each reserve within equity.

Share capital - represents the nominal value of shares allotted, called-up and fully paid.

Share premium - represents the amount subscribed for share capital in excess of nominal value.

Treasury shares - represents reacquired own equity instruments. Treasury shares are recognised at cost and deducted from equity.

Foreign currency translation reserve - represents exchange differences arising from the translation of all Group entities that have functional currency different from Pounds Sterling.

Hedging reserve - represents changes in the fair value of derivative financial instruments designed in a hedging relationship.

Retained earnings - represents the cumulative net gains and losses recognised in the Consolidated Statement of Comprehensive Income and other transactions with equity holders.

Non-controlling interests - represents the minority interests of other shareholders in the net assets of consolidated subsidiaries.

Consolidated Statement of Cash Flows

For the year ended 31 December 2025

The 2024 comparatives have been restated to reflect the prior period adjustments (see note 1). There was no impact on the flow of cash in the prior year as a result of the restatement.

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

General information

Company description

evoke plc (the 'Company') and its subsidiaries (together the 'Group') was founded in 1997 in the British Virgin Islands. The Company became domiciled in Gibraltar (Company number 90099) on 17 December 2003 and has been tax resident in the United Kingdom since 11 January 2022 by virtue of its central management and control being situated in the UK. On 4 October 2005, the Company listed on the London Stock Exchange.

Definitions

In these financial statements:

Subsidiaries Companies over which the Company has control (as defined in IFRS 10 - Consolidated Financial Statements) and whose accounts are consolidated with those of the Company.

Related parties As defined in IAS 24 'Related Party Disclosures'.

Associates As defined in IAS 28 'Investments in Associates and Joint Ventures'.

1. Accounting policies

The material accounting policies applied in the preparation of the consolidated financial statements are as follows:

Basis of preparation

The financial information does not constitute the Group's statutory accounts for the year ended 31 December 2025 or the year ended 31 December 2024 but is derived from those accounts. Statutory accounts for the year ended 31 December 2024 have been delivered to the Registrar of Companies in Gibraltar. Statutory accounts for the year ended 31 December 2025 will be filed with Companies House Gibraltar following the Company's Annual General Meeting. The auditors have reported on both the 2025 and 2024 accounts and their reports were unqualified, did not draw attention to any matters by way of emphasis and did not contain statements under sections 257(1), 258(2) and 258(2A) of the Gibraltar Companies Act 2014. The above notwithstanding, the auditor's report on the accounts for the year ended 31 December 2025 contains material uncertainties in respect of going concern in relation to:

· The ability of the Group to achieve a significant improvement in profitability in order to be able to refinance its debt due in July 2028, before its revolving credit facility becomes due in January 2028; and

· should a sale of the Group be agreed and complete as planned, there can be no guarantee as to the intentions of the buyer for the Group post change of control and in respect of the buyer's ability to finance the ongoing business.

Refer to the Going Concern Statement below for further details of the Directors' Going Concern assessment

The consolidated financial statements of the Group have been prepared in accordance with UK adopted international accounting standards and in accordance with the requirements of the Gibraltar Companies Act 2014. The consolidated financial statements have been prepared on a historical cost basis, except where certain assets or liabilities are held at amortised cost or at fair value as described in the Group's accounting policies.

All values are rounded to the closest hundred thousand, except when otherwise indicated.

The material accounting policies applied in the consolidated financial statements in the prior year have been applied consistently in these consolidated financial statements, except for the amendments to accounting standards effective for the annual periods beginning on 1 January 2025. These are described in more detail below.

Prior period restatements

During the year, the Group identified matters relating to prior periods, including the reassessment of certain uncertain tax positions and measurement‑period adjustments arising from the Winner.ro acquisition. Where these matters represent errors or measurement‑period adjustments under applicable accounting standards, the Group has restated its previously issued financial statements in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and IFRS 3 Business Combinations.

Accordingly, the Group has restated the opening consolidated statement of financial position as at 1 January 2024, the comparative consolidated statement of financial position as at 31 December 2024, and the comparative results for the year ended 31 December 2024.

Uncertain tax positions

The Group identified errors in respect of uncertain tax positions relating to prior periods, resulting from the identification of material unrecognised potential tax exposures, primarily in respect of transfer pricing. Management has corrected these errors through the recognition of additional provisions for uncertain tax positions, together with related interest and penalties, and the restatement of comparative information for 31 December 2023 and for the year ended 31 December 2024, in accordance with IAS 8. This has resulted in a restatement to increase the tax charge by £11.0m for 2024 and £9.6m for prior years. In addition, exceptional costs for the year ended 31 December 2024 have been increased by £5.8m in respect of penalties associated with the uncertain tax positions.

Winner Acquisition - Measurement‑Period Adjustments (IFRS 3)

During 2025, the Group finalised the accounting for the Winner.ro acquisition, which was completed on 11 October 2024. Certain elements of the purchase price allocation had been recognised on a provisional basis in the 2024 financial statements. In accordance with IFRS 3, the Group has retrospectively adjusted these amounts to reflect new information obtained about facts and circumstances that existed at the acquisition date.

Finalisation of the purchase price allocation resulted in a £25.4m reduction in the fair value of identifiable net assets, primarily reflecting:

· £19.6m decrease in the fair value of acquired customer relationships,

· £10.6m decrease in the fair value of the Winner brand, and

· £4.8m decrease in the associated deferred tax liability.

These adjustments also resulted in a £12.5m change in the share attributable to non-controlling interests and the reversal of the previously recognised £13.4m gain on bargain purchase. Following completion of the valuation, no goodwill or gain on bargain purchase is recognised. More details in note 15.

As a consequence of the revised acquisition-date fair values, the Group has also restated the related post-acquisition amortisation for the year ended 31 December 2024. This resulted in a £0.9m reduction in amortisation expense, with corresponding impacts on deferred taxation and non-controlling interests.

The tables below summarise the impact of these restatements on the opening consolidated statement of financial position as at 1 January 2024, the comparative consolidated statement of financial position as at 31 December 2024, and the comparative consolidated income statement for the year ended 31 December 2024.

During the year, the Group identified and corrected errors and remeasurement that required the restatement of previously reported amounts in the statement of profit or loss and the statement of financial position. The change did not have an impact on OCI for the period or the Group's operating, investing and financing cash flows.

Going concern

Context

In November 2025 the UK government announced significant increases in UK remote gaming duty that took effect from 1 April 2026, with a new online betting duty to be introduced from April 2027 at a higher rate than the existing duty. These duty increases are expected to have a material adverse impact on the Group's profitability and cash generation from April 2026, with initial estimates of this additional duty being £125m-135m per annum before mitigations.

In response, the Board initiated a strategic review to evaluate options to maximise shareholder value and address the Group's medium-term capital structure. As announced in December 2025, these options include, but are not limited to, a potential sale of the Group, or some of the Group's assets and/or business units. At the date of this statement, the outcome of the strategic review remains uncertain. The going concern statement has therefore been prepared on a standalone basis and does not rely on the successful execution of any strategic transaction. Notwithstanding the strategic review, the Directors have assessed whether it is appropriate to prepare the financial statements on a going concern basis, based on the Group's current financing arrangements and cash flow forecasts. The Directors have assessed the Group's ability to continue as a going concern for a period of 12 months from the date of approval of these financial statements (the "going concern period"), being to 30 April 2027.

Financing and liquidity position

The Group has a highly leveraged capital structure, with total borrowings of approximately £1.8bn at 31 December 2025.Its principal borrowing facilities include a £200m revolving credit facility maturing in January 2028, two tranches of debt maturing in July 2028 (totalling £769m), with further fixed notes maturing in 2030 and 2031 (totalling £400m and £505m respectively). The terms of the revolving credit facility set out that it will become repayable in January 2028 if the majority of the July 2028 debt has not been refinanced by that date. The revolving credit facility was £119m drawn at 31 December 2025 and is forecast to remain at least partially drawn through the going concern period and through to January 2028. The Group is subject to financial covenants, albeit these are not expected to be restrictive over the going concern period. The Directors consider liquidity to be the key constraint, with liquidity exhausted before any covenant breach under stressed scenarios.

Base case forecasts

The Directors reviewed and challenged cash flow forecasts prepared by management for the going concern period based on the FY2026 budget and subsequent projections. The forecasts incorporate expected growth or decline in revenues across the Group's markets, taking account of market growth expectations as well as operational initiatives to drive performance. The forecasts also include the expected impact of gaming duty changes, together with the delivery of a significant cost-saving programme that includes supplier cost reductions through rationalisation and renegotiations, reduced marketing costs with improved efficiency, and a restructuring of the operating model to deliver overhead savings. The forecasts also reflect operational changes, including the recently announced closure of a significant number of retail stores that were deemed not to be commercially viable following a detailed review of the estate. The Directors recognise that the delivery of these cost savings requires effective execution and that certain assumptions remain subject to uncertainty. A number of these cost saving measures have already been initiated and many, but not all, are within management's control. The base case cash flow forecasts also include consideration of working capital movements, continued capital expenditure, financing costs based on current financing arrangements and cash flows to reflect other liabilities and provisions included in the Group's balance sheet. Under the base case, the Group is forecast to maintain sufficient liquidity throughout the going concern period and to maintain sufficient headroom above its minimum liquidity threshold.

Severe but plausible downside and reverse stress testing

The Directors have assessed a severe but plausible downside scenario, including reductions in revenue and adverse movements in other cash flow items. This scenario includes mitigating actions available to management, including reductions in discretionary and uncommitted expenditure, including marketing spend and capital expenditure, the deferral of agreed payments on existing liabilities and other cost management measures. While many of these actions are within management's control, some are not and their execution may be challenging. After applying these mitigating actions and the related impacts on revenue, the Group is expected to maintain liquidity above its minimum threshold throughout the going concern period, with sufficient headroom. Reverse stress testing indicates that a significant deterioration in performance would be required to exhaust liquidity within the going concern period. For example, EBITDA would have to fall by 29% with mitigations to hit the liquidity threshold. The Directors consider the likelihood of such scenarios to be remote.

Refinancing and longer-term considerations

The Group will be required to refinance its debt facilities maturing in July 2028, described above, in advance of the maturity of its revolving credit facility in January 2028, given its reliance on this revolving credit facility. The Directors have also considered this January 2028 maturity in their going concern assessment, recognising that whilst it falls beyond the 30 April 2027 going concern assessment period, it represents a material event that requires significant action during the period and is fundamental to the Group's viability. Forecast liquidity beyond the going concern period remains sufficient, based on the planned cost savings even under the severe but plausible downside scenario, until the January 2028 revolving credit facility maturity. The Directors recognise that, based on discussions with its advisers, the ability to refinance the July 2028 debt in advance of January 2028 is dependent on the Group demonstrating a sustainable and materially improved level of profitability and cash generation, supported by the successful delivery of cost-saving initiatives and continued operational performance. Whilst the Directors have plans to achieve this improvement in profitability, achieving it represents a significant execution challenge and is subject to uncertainty. 

Strategic review

The Board is evaluating a range of options, including a potential sale of the Group or the disposal of material assets. At the date of approval of these financial statements, the outcome of the strategic review remains uncertain, including whether any transaction will be agreed and completed. As such, the uncertainty described above would exist until any transaction was completed. In the case of a sale of the Group, the Group's existing debt arrangements include change of control clauses such that the sale could trigger them to become immediately repayable, subject to the bondholders exercising their right to put. Whilst the Directors would expect any buyer to continue the operation of the Group given the strong cash flows generated by its operations, there can be no guarantee as to the intentions of a buyer post change of control or of a buyer's ability to finance the Group, inter alia, given those change of control clauses. In the case of a sale of a material asset within the Group, the Directors would have discretion over how to use any proceeds. Based on discussions to date, and assuming no severe downside case has materialised, the Directors currently expect that proceeds would be material enough to sufficiently cover the January 2028 revolving credit facility maturity as well as a significant portion of the July 2028 maturities, such that the refinancing risk would be materially lower. 

Material uncertainties related to going concern

Based on the assessment described above, the Directors have identified two material uncertainties related to going concern. Firstly, in the absence of a completed strategic transaction, there is a material uncertainty as to whether the Group will be able to achieve the improved level of profitability and cash generation required to refinance its debt facilities maturing in July 2028, in advance of January 2028. In addition, there is uncertainty regarding the outcome and completion of the strategic review and, in the case of a sale of the Group, a material uncertainty given the Directors' lack of visibility over any buyer's ability and intentions to finance and operate the Group under new ownership. These events or conditions are material uncertainties that may cast significant doubt on the Group's and Company's ability to continue as a going concern.

Conclusion

Notwithstanding the two material uncertainties described above, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the going concern period to 30 April 2027.Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements. The financial statements do not include the adjustments that would result if the Group and the Company were unable to continue as a going concern.

New accounting standards, interpretations and amendments adopted by the Group

In preparing the Group financial statements for the current period, the Group has adopted the following new IFRSs, amendments to IFRSs and IFRS Interpretations Committee (IFRIC) interpretations. None of the standards have a significant impact on the results or net assets of the Group. Changes are detailed below:

New accounting standards and amendments in issue but not effective

At the date of authorisation of the Group financial statements, the following new standards, interpretations and amendments, which have not been applied in these Group financial statements, were in issue but not yet effective:

Amendments and interpretations

With the exception of the adoption of IFRS 18, the adoption of the above standards and interpretations is not expected to lead to any changes to the Group's accounting policies nor have any other material impact on the financial position or performance of the Group.

IFRS 18 was issued in April 2024 and is effective for periods beginning on or after 1 January 2027. Early application is permitted, and comparatives will require restatement. The standard will replace IAS 1 Presentation of Financial Statements and although it will not change how items are recognised and measured, the standard brings a focus on the Income Statement and reporting of financial performance. Specifically classifying income and expenses into three new defined categories - 'operating', 'investing' and 'financing' and two new subtotals 'operating profit and loss' and 'profit or loss before financing and income tax', introducing disclosures of management defined performance measures (MPMs) and enhancing general requirements on aggregation and disaggregation. The impact of the standard on the Group is currently being assessed and it is not yet practicable to quantify the effect of IFRS 18 on these consolidated financial statements, however there is no impact on presentation for the Group in the current year given the effective date - this will be applicable for the Group's 2027 Annual Report.

Impact of climate change

The business continues to consider the impact of climate change in the consolidated and Company financial statements and recognise that the most impactful risks are around both the cancellation of sporting events due to extreme weather and the longer-term cost of energy.

Further, the Group has assessed the impact of climate change in the work on going concern, viability statement and impairment reviews and considers that the above risks have been factored into these future forecasts. The Group constantly monitors the latest government legislation in relation to climate-related matters. At the current time, no legislation has been passed that will impact the Group. The Group will adjust key assumptions in value in use calculations and sensitise these calculations if a change is required. Refer to the Task Force on Climate-related Financial Disclosures TCFD Report on page • for more information on the impact of climate change.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group's accounting policies, which are described below, the Directors are required to make judgements, estimates and assumptions that affect the application of policies and reported amounts. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where it affects only that period or in the period and future periods if it affects both current and future periods.

Critical accounting judgements

Internally generated intangible assets

Costs relating to internally generated intangible assets are capitalised if the criteria for recognition as assets are met. The initial capitalisation of costs is based on management's judgement that technological and economic feasibility criteria are met. In making this judgement, management considers the progress made in each development project and its latest forecasts for each project. Expenditure which does not meet the technological and economic feasibility criteria is charged to the Consolidated Income Statement. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. For further information see note 12.

Leases

Management considers the key judgement to be the assessment of the lease term at the point where the lessee can be reasonably certain of its right to use the underlying asset.

Given the continued shop closures during the current year and the expectation of further closures going forward, management determined the lease term under IFRS 16 across the Retail estate as the next available break date, as the Group is not 'reasonably certain' that any lease break will not be exercised. The Group has recognised a lease liability of £94.7m at 31 December 2025 (31 December 2024: £95.0m).

Uncertainties in cash flow forecasts relating to impairment and deferred tax assessments

A key judgement applied by management relates to the preparation of future cash flow forecasts used in impairment assessments and in determining the recoverability of deferred tax assets. These forecasts are based on the assumption that the Group will continue as a going concern and will remain financially viable over the medium to long term, notwithstanding the material uncertainties identified and described in the going concern section above. In forming this view, management has considered current performance, available funding, market conditions, and the Group's strategic plans. The recognition of deferred tax assets reflects management's assessment of probable future cash flows and taxable profits and these assumptions, together with those regarding impairment, reflect the conclusion that the group is a going concern.

Exceptional and adjusted items

The Group classifies and presents certain items of income and expense as exceptional items. The Group presents adjusted performance measures which differ from statutory measures due to exclusion of exceptional items and certain non-cash items as the Group considers that it allows a further understanding of the underlying financial performance of the Group. These measures are described as 'adjusted' and are used by management to measure and monitor the Group's underlying financial performance. Non-cash items that are excluded from adjusted performance measures of underlying financial performance include amortisation of acquired intangibles, amortisation of finance fees, share benefit charges and foreign exchange differences. Refer to Appendix 1 for further detail.

The Group considers any items of income and expense for classification as exceptional if they are one-off or material in nature and by virtue of their size. The items classified as exceptional (and are excluded from the adjusted measures) are described in further detail in note 3.

Significant accounting estimates

The following are the Group's major sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year:

Impairment of goodwill

For the purposes of impairment testing under IAS 36 Impairment of Assets, cash generating units ("CGUs") are grouped to reflect the level at which goodwill is monitored by management. A key judgement is the determination of these CGUs or groups of CGUs as it is the level at which the impairment tests are performed. For goodwill impairment testing purposes, management has identified three CGUs: Retail and International, both of which are assessed as groups of CGUs, and UK&I Online, which is assessed as a single CGU,. These represent the lowest levels at which goodwill is monitored. These are the levels at which goodwill is assessed for impairment. Determining whether goodwill is impaired requires the determination of the recoverable amount of the CGU, and for which most estimate the value in use. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Cash flows are forecast for periods up to five years. The key assumptions used in the model are based on historical experience and other factors that are considered to be relevant, including growth rates and discount rates. For further information see note 12.

Provisions, contingent liabilities and regulatory matters

The Group makes a number of estimates in respect of the accounting for, and disclosure of, expenses and contingent liabilities for customer claims. Provisions are described in further detail in note 21 and contingent liabilities in note 30.

In common with other businesses in the gambling sector, the Group receives claims from customers relating to the provision of gambling services. Claims have been received from customers in a number of (principally European) jurisdictions and allege either failure to follow responsible gambling procedures, breach of licence conditions or that underlying contracts in question are null and void given local licensing regimes.

The Group has recognised a provision and contingent liability for customer claims in Austria and Germany where the business has been subject to a particular acceleration of claims since 2020 following marketing campaigns by litigation funders in those jurisdictions. Customers who have obtained judgment against the Group's entities in the Austrian and German courts have sought to enforce those judgments in Malta and Gibraltar. These are being defended on the basis of a public policy argument. The provision held for the Group relating to these claims is £119.3m (2024: £114.2m), mostly related to the Mr Green brand.

The provisions relating to the William Hill and Mr Green brands are held at fair value following the acquisition of these brands in 2022 and are therefore accounted for under IFRS 3.

The value of the provision and contingent liability are both estimates based on the number and individual size of claims received to date and assumptions based on such observations as can be derived from those claims and include an estimate of claims the Group assesses is probable, for the provision, and possible, for the contingent liability, that it will receive in the future. If these rates of receipt of claims were to increase by 25% compared to the Group's expectation, the value across the provision recognised and contingent liability disclosed would increase by £4.4m before consideration of potential gaming tax reclaim.

Provisions for uncertain tax positions

Where uncertainty exists regarding a particular tax treatment, the Group applies the requirements of IFRIC 23 Uncertainty over Income Tax Treatments to assess whether it is probable that the relevant tax authority will accept the treatment adopted. Where it is not probable that the tax authority will accept the treatment, the Group recognises a provision based on either the most likely amount or the expected value, depending on which method is expected to better predict the resolution of the uncertainty. Measurement of these provisions requires the use of assumptions, estimations and judgements that are inherently uncertain and the final outcome of these matters is dependent on potential future challenges by tax authorities, which can take a number of years to conclude. As a result, amounts ultimately payable may differ from those recognised. Estimates are reviewed regularly and will be updated to reflect any new information, including the progress of ongoing discussions with tax authorities. 

The Group has recognised a provision for uncertain tax positions of £49.4m (Restated 2024: £31.0m) exclusive of interest and penalties. The majority of this provision is recorded within the income tax payable balance.  The uncertain tax provision is predominantly in respect of transfer pricing matters in respect of its historical intragroup arrangements and balances, in particular the appropriate arm's length interest rates to apply. Increasing the interest rate applied in the calculation of the provision by 1% would increase the overall provision by £4.0m.

Identification and valuation of acquired customer relationships intangible asset

On 11 October 2024, the Group entered into a business combination involving New Gambling Solutions SRL (NGS), an entity incorporated in Romania, and Orion Sky Marketing Limited (OSM), an entity incorporated in Gibraltar. More information on this business combination is available in note 15. As part of the purchase price allocation, the Group recognised customer relationships of £10.2m following completion of the measurement period review in 2025.

The fair value of the customer relationships was assessed using the multi-period excess earnings methodology. The key assumption in the assessments is customer retention rates. A 2% increase/(decrease) in estimated customer churn rates would increase/(decrease) the fair value of customer relationships by £1m/(£1m) respectively. The fair value of the licences has been derived by calculating a replacement cost for each individual licence. The final valuation reflects management's best estimate of these inputs based on information available at the acquisition date.

Basis of consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. The subsidiaries are companies controlled by evoke plc. Control exists where the Company has power over an entity; exposure, or rights, to variable returns from its involvement with an entity; and the ability to use its power over an entity to affect the amount of its returns. Subsidiaries are consolidated from the date the Company gained control until such time as control ceases.

The financial statements of subsidiaries are included in the consolidated financial statements using the acquisition method of accounting. On the date of the acquisition, the assets and liabilities of a subsidiary are measured at their fair values and any excess of the fair value of the consideration over the fair values of the identifiable net assets acquired is recognised as goodwill.

Intercompany transactions and balances are eliminated on consolidation.

The financial statements of subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies.

Revenue

Revenue is measured at the fair value of the consideration received or receivable from customers and represents amounts receivable for goods and services that the Group is in business to provide, net of discounts, marketing inducements and VAT, as set out below.

In the case of licensed betting offices (LBOs) (including gaming machines), online sportsbook and tele betting and online casino (including games on the Online arcade and other numbers bets) revenue represents gains and losses from gambling activity in the period. This revenue is treated as a derivative under IFRS 9 'Financial Instruments' and is therefore out of scope of IFRS 15 'Revenue from Contracts with Customers'. Open positions are carried at fair value, and gains and losses arising on this valuation are recognised in revenue, as well as gains and losses realised on positions that have closed.

Revenue from the Online poker business is within the scope of IFRS 15 'Revenue from Contracts with Customers' and reflects the net income (rake) earned when a poker game is completed, which is when the performance obligation is deemed to be satisfied.

Revenue from Business to Business (B2B) is mainly comprised of services provided to business partners. B2B also includes fees from the provision of certain gaming-related services to partners. Customer advances received are treated as deferred income within current liabilities and released as they are earned.

For services provided to business partners through its B2B unit, the Group examines whether the nature of its promise is a performance obligation to provide the defined goods or services themselves, which means the Group is a principal and therefore recognises revenue as the gross amount of the revenue generated from use of the Group's platform in online gaming activities with the partners' share of the revenue charged to marketing expenses; or to arrange that another party provide the goods or services which means the Group is an agent and therefore recognises revenue as the amount of the net commission from use of the Group's platform.

Cost of sales

Cost of sales consists primarily of gaming duties, payment service providers' commissions, chargebacks, commission and royalties payable to third parties, all of which are recognised on an accruals basis.

Operating expenses

Operating expenses consist primarily of marketing, staff costs and corporate professional expenses, all of which are recognised on an accruals basis. All depreciation, amortisation and impairment charges are included within operating expenses.

Retirement benefit costs

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

For defined benefit retirement schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at each period end date. Actuarial remeasurements are recognised in full in the period in which they occur. They are recognised outside profit or loss and presented in the Consolidated Statement of Comprehensive Income.

The net retirement benefit asset or obligation recognised in the Consolidated Statement of Financial Position represents the present value of the defined benefit obligation as reduced by the fair value of scheme assets. Any net asset resulting from this calculation is not recognised on the balance sheet as this is expected to be used to meet the costs of eventual wind-up of the plan rather than refunded to the Company in practice.

During 2021, prior to the acquisition by the Group of William Hill, William Hill agreed a buy-in of the scheme's liabilities. On 28 June 2021, a transaction was completed which insured the liabilities of the scheme with Rothesay Life. As a result of the transaction, the scheme holds annuities with Rothesay Life which are qualifying insurance policies as defined in IAS 19.8 'Employee Benefits'. The income from these policies exactly matches the amount and timing of benefits to those members covered under the policies.

Foreign currency

Monetary assets and liabilities denominated in currencies other than the functional currency of the relevant company are translated into that functional currency using year-end spot foreign exchange rates. Non-monetary assets and liabilities are translated using exchange rates prevailing at the dates of the transactions. Exchange rate differences on foreign currency transactions are included in financial income or financial expenses in the Consolidated Income Statement, as appropriate.

The functional and presentational currency of the Group is Pounds Sterling. The results and financial position of all Group entities that have a functional currency different from Pounds Sterling are translated into the presentation currency at foreign exchange rates as set out below. Exchange differences arising, if any, are recorded in the Consolidated Statement of Comprehensive Income as a component of other comprehensive income.

(i) assets and liabilities for each balance sheet item presented are translated at the closing rate at the date of that balance sheet; and

(ii) income and expenses for each Income Statement are translated at an average exchange rate (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions).

Finance income

Finance income relates to interest income and is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.

Finance costs

Finance costs arising on interest-bearing financial instruments carried at amortised cost are recognised in the Consolidated Income Statement using the effective interest rate method. Finance costs include the amortisation of fees that are an integral part of the effective finance cost of a financial instrument, including issue costs, and the amortisation of any other differences between the amount initially recognised and the redemption price.

Taxation

The tax expense for the period represents the sum of current tax and deferred tax. Tax is recognised in the consolidated statement of profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case the related tax is also recognised in other comprehensive income or directly in equity, respectively.

Current tax is the amount of income tax payable or recoverable in respect of the taxable profit or loss for the period. Taxable profit differs from profit or loss as reported in the consolidated statement of profit or loss because it excludes items of income or expense that are taxable or deductible in other periods, as well as items that are never taxable or deductible. The Group's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit and does not give rise to equal taxable and deductible temporary differences. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised, based on tax rates and laws that have been enacted or substantively enacted by the end of the reporting period. Deferred tax is charged or credited in the Consolidated Income Statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax is not recognised in respect of the value of unremitted earnings from the Group's investments in subsidiaries and joint ventures, where we are able to control the timing of the remittance and it is probable that such remittance will not be made in the future.

The Group has applied the exception to recognising and disclosing information about deferred tax assets and liabilities relating to Pillar Two income taxes, published by the Organisation for Economic Co-operation and Development ("OECD"), as permitted by IAS 12 paragraph 4A.

The Group operates across multiple jurisdictions and evaluates the tax treatment of income, expenses and profits in each jurisdiction in accordance with applicable tax laws and regulations. Given the complexity of tax law and the scope for differing interpretations, uncertainties may arise in a number of areas, including in relation to changes in legislation, developments in case law, and evolving areas of challenge by tax authorities. Where uncertainty exists regarding a particular tax treatment, the Group applies the requirements of IFRIC 23 Uncertainty over Income Tax Treatments to assess whether it is probable that the relevant tax authority will accept the treatment adopted. Where it is not probable that the tax authority will accept the treatment, the Group recognises a provision based on either the most likely amount or the expected value, depending on which method is expected to better predict the resolution of the uncertainty.

Goodwill

Goodwill represents the excess of the fair value of the consideration in a business combination over the Group's interest in the fair value of the identifiable assets, liabilities and contingent liabilities acquired. Consideration comprises the fair value of any assets transferred, liabilities assumed and equity instruments issued.

Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the Consolidated Income Statement and not subsequently reversed. Where the fair values of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the Consolidated Income Statement on the acquisition. Changes in the fair value of the contingent consideration and direct costs of acquisition are charged or credited immediately to the Consolidated Income Statement.

Intangible assets

Acquired intangible assets

Intangible assets arising on acquisitions are recorded at their fair value.

Amortisation is provided at rates calculated to write off the valuation, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

Acquired brands assessed separately for each asset, with lives ranging up to 30 years

Customer relationships between 18 months and 13 years

Software between three and five years

Licences lifetime of the licence, usually 10 to 20 years

Amortisation of assets arising on acquisition is recognised as an adjusted item, please see note 3 for further information.

Internally generated intangible assets

An internally generated intangible asset arising from the Group's development of computer systems is recognised only if all of the following conditions are met:

· an asset is created that can be identified (such as software and new processes);

· it is probable that the asset created will generate future economic benefits; and

· the development cost of the asset can be measured reliably.

Expenditure incurred on development activities of gaming platforms is capitalised only when the expenditure will lead to new or substantially improved products or processes, the products or processes are technically and commercially feasible and the Group has sufficient resources to complete development. All other development expenditure is expensed. Subsequent expenditure on intangible assets is capitalised only where it clearly increases the economic benefits to be derived from the asset to which it relates. The Group estimates the useful life of these assets as between three and five years.

Property, plant and equipment

Property, plant and equipment is stated at historical cost less accumulated depreciation. Assets are assessed at each balance sheet date for indicators of impairment.

Depreciation is calculated using the straight-line method, at annual rates estimated to write off the cost of the assets less their estimated residual values over their expected useful lives. The annual depreciation rates are as follows:

Freehold buildings 50 years

Long leasehold properties 50 years

Long leasehold improvements the shorter of 10 years or the unexpired period of the lease

Short leasehold properties over the unexpired period of the lease

Short leasehold improvements the shorter of 10 years or the unexpired period of the lease

Fixtures, fittings and equipment between three and 10 years

Right-of-use asset reasonably certain lease term

Impairment of non-financial assets

An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired. At each period end date, the Group reviews the carrying amounts of its goodwill, property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future pre-tax cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. This process is described in more detail in note 12 to the financial statements.

If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

Other than for goodwill, where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount, but only to the point that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or CGU) in prior periods. A reversal of an impairment loss is recognised as income immediately.

Fair value measurement

The Group measures certain financial instruments at fair value at each balance sheet date. The fair value related disclosures are included in notes 23 and 24. Fair value is the price that would be received or paid in an orderly transaction between market participants at a particular date, either in the principal market for the asset or liability or, in the absence of a principal market, in the most advantageous market for that asset or liability accessible to the Group.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

IFRS 13 'Fair Value Measurement' emphasises that fair value is a market-based measurement, not an entity-specific measurement. Therefore, fair value measurements under IFRS 13 should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, IFRS 13 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

· Level 1 inputs utilise quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

· Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.

· Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity's own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgement and considers factors specific to the asset or liability.

Assets held for sale

Assets categorised as held for sale are held on the Consolidated Statement of Financial Position at the lower of the book value and fair value less costs to sell. This assessment is carried out when assets are transferred to held for sale. The impact of any adjustment as a part of this assessment is booked through the Consolidated Income Statement.

Cash and cash equivalents

Cash comprises cash in hand, balances with banks and on-demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash. They include short-term deposits originally purchased with maturities of three months or less.

Trade receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost and principally comprise amounts due from credit card companies and from e-payment companies. The Group applies the IFRS 9 simplified approach in measuring expected credit losses which use a lifetime expected credit loss allowance for all trade receivables. Trade receivables are written off when there is objective evidence that the full amount may not be collected.

Business combinations

Business combinations are accounted for using the acquisition method as at the date on which control is transferred to the Group. Any goodwill or gain on bargain purchase recognised at the acquisition date represents the fair value of consideration (including any deferred and contingent consideration) of the business combination plus the amount of any non-controlling interest in the acquiree in excess of the fair value of the identifiable net assets acquired. Any acquisition related expenses are expensed as they are incurred.

Where contingent liabilities recognised at acquisition subsequently meet the definition of a provision under IAS 37, they continue to be measured in accordance with IFRS 3.Subsequent reductions in expected settlement amounts or claim frequency are recognised only to the extent that the resulting provision, measured under IAS 37, exceeds the carrying amount recognised at the acquisition date. Accordingly, such liabilities are not reduced below their initial fair value recognised on acquisition.

Non-controlling interests in the net assets of consolidated subsidiaries are accounted for separately from the Group's own equity. Non-controlling interests consist of the value at inception, as well as the cumulative share of changes in equity since the date of the business combination.

Measurement‑period adjustments

Where the initial accounting for a business combination is incomplete by the end of the reporting period, provisional amounts are recognised. During the measurement period, which does not exceed 12 months from the acquisition date, the provisional amounts are retrospectively adjusted to reflect new information obtained about facts and circumstances that existed as at the acquisition date.

Any adjustments arising from measurement‑period updates are recognised retrospectively as if the accounting for the business combination had been completed at the acquisition date, with corresponding adjustments made to comparative information, including goodwill (or gain on bargain purchase), and related impacts on depreciation, amortisation, deferred tax and non‑controlling interests. Adjustments identified after the measurement period has ended are recognised in profit or loss in accordance with the relevant IFRS standards.

Equity

Equity issued by the Company is recorded as the proceeds received from the issue of shares, net of direct issue costs.

Treasury shares

Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group's own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognised in the share premium account.

Dividends

Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the Board of Directors and paid. In the case of final dividends, this is when approved by the shareholders at the Annual General Meeting.

Equity-settled share benefit charges

Where the Company grants its employees or contractors shares or options, the cost of those awards, recognised in the Consolidated Income Statement over the vesting period with a corresponding increase in equity, is measured with reference to the fair value at the date of grant. Market performance conditions are taken into account in determining the fair value at the date of grant. Non-market performance conditions, including service conditions, are taken into account by adjusting the number of instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of instruments that eventually vest.

Cash-settled transactions

A liability is recognised for the fair value of cash-settled transactions. The fair value is measured initially and at each reporting date up to and including the settlement date, with changes in fair value recognised within employee benefits expenses. The fair value is expensed over the period until the vesting date with recognition of a corresponding liability, further details of which are given in note 27. The approach used to account for vesting conditions when measuring equity-settled transactions also applies to cash-settled transactions.

Severance pay schemes

The Group operates two severance pay schemes:

Defined benefit severance pay scheme

The Group operates a defined benefit severance pay scheme pursuant to the Severance Pay Law in Israel. Under this scheme Group employees are entitled to severance pay upon redundancy or retirement. The liability for termination of employment is measured using the projected unit credit method.

Severance pay scheme surpluses and deficits are measured as:

· the fair value of plan assets at the reporting date; less

· plan liabilities calculated using the projected unit credit method, discounted to its present value using yields available for the appropriate government bonds that have maturity dates appropriate to the terms of the liabilities.

Remeasurements of the net severance pay scheme assets and liabilities, including actuarial gains and losses on the scheme liabilities due to changes in assumptions or experience within the scheme and any differences between the interest income and the actual return on assets, are recognised in the Consolidated Statement of Comprehensive Income in the period in which they arise.

Defined contribution severance pay scheme

In 2017 the Group introduced a defined contribution plan pursuant to section 14 of the Israeli Severance Pay Law. Under this scheme the Group pays fixed monthly contributions. Payments to defined contribution plans are charged as an expense as they fall due.

Borrowings

The Group records bank and other borrowings initially at fair value, which equals the proceeds received, or acquired in a business transaction, net of direct issue costs, and subsequently at amortised cost. The Group accounts for finance charges, including premiums payable on settlement or redemption and direct issue costs, using the effective interest rate method.

Derivatives and hedging activities

The Company enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks.

Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether or not the derivative is designated for hedge accounting.

Hedge accounting

The Company designates certain derivatives as hedging instruments as either:

· hedges of a particular risk associated with the cash flows of recognised assets and liabilities and highly probable forecast transactions (cash flow hedges); or

· hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedges).

At the inception of the hedge relationship, the Company documents the relationship between the hedging instrument and the hedged item along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge, and on an ongoing basis, the Company documents whether a hedging relationship meets the hedge effectiveness requirements under IFRS 9 and whether there continues to be an economic relationship between the hedged item and the hedging instrument.

Cash flow hedges

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated under the heading of cash flow hedge reserve. The gain or loss relating to the ineffective portion is recognised immediately within profit and loss.

Amounts previously recognised in other comprehensive income are reclassified to earnings in the periods when the hedged item is recognised in profit and loss. These earnings are included within the same line of the Consolidated Income Statement as the recognised hedged item. However, when the hedged forecast transaction results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously recognised in other comprehensive income and accumulated in equity are transferred from equity and included in the initial measurement of the cost of the non-financial asset or non-financial liability.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer meets the criteria for hedge accounting. Any gain or loss recognised in the cash flow hedge reserve remains in equity and is recognised in profit or loss when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in profit or loss.

Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in profit or loss and are included in finance income/expense.

Leasing

At inception of a contract, the Group considers whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The lease liability is initially measured at the present value of the lease payments that have not been paid at the commencement date, discounted using an appropriate discount rate. The discount rate used to calculate the lease liability is the rate implicit in the lease, if it can be readily determined, or the lessee's incremental borrowing rate if not. The Group uses an incremental borrowing rate for its leases, which is determined based on the margin requirements of the Group's Revolving Credit Facilities as well as country specific adjustments. The interest expense on these leases is included in finance costs. Within the Statement of Cash Flows, the principal element of the payment is included within payment of lease liabilities, and the interest element included within interest paid.

A right-of-use asset is also recognised equal to the lease liability and depreciated over the period from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the lease term. The Group has assessed the lease term of properties within its retail estate to be up to the first available contractual break within the lease. The Group has deemed that it cannot be reasonably certain that it will continue beyond this time given the continued uncertainty surrounding the Group's retail business.

The Group has also applied the below practical expedients:

· exclude leases from measurement and recognition where the lease term ends within 12 months from the date of initial application and account for those leases as short-term leases;

· exclude low value leases for lease values less than £5,000 per annum;

· apply a single discount rate to a portfolio of leases with similar characteristics;

· use hindsight to determine the lease term if the contract contains options to extend or terminate; and

· exclude initial direct lease costs in the measurement of the right-of-use asset.

The Group has a small number of sublet properties. In these instances, leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Where the Group is an intermediate lessor, the sublease classification is assessed with reference to the head lease right-of-use asset. Amounts due from lessees under finance leases are recorded as receivables at the amount of the Group's net investment in the lease. Finance lease income is allocated to accounting periods to reflect a constant periodic rate of return on the Group's net investment in the lease. Rental income from operating leases is recognised on a straight-line basis over the term of the lease. IFRS 16 requires lessees to recognise right-of-use assets and lease liabilities for most leases.

Trade and other payables

Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost.

Provisions

Provisions are recognised when the Group has a present or constructive obligation as a result of a past event from which it is probable that it will result in an outflow of economic benefits that can be reasonably estimated.

Customer deposits

Customer deposits comprise the amounts that are credited to customers' bankroll (the Group's electronic 'wallet'), including provision for bonuses granted by the Group, less fees and charges applied to customer accounts, along with full progressive provision for jackpots. These amounts are repayable in accordance with the applicable terms and conditions.

2. Segment information

The Board has reviewed and confirmed the Group's reportable segments in accordance with the requirements of IFRS 8 'Operating Segments'. The segments disclosed below are aligned with the reports that the Group's Chief Executive Officer and Chief Financial Officer as Chief Operating Decision Makers review to make strategic decisions.

The Retail segment comprises all activity undertaken in LBOs including gaming machines. The UK&I Online segment comprises all online activity, including sports betting, casino, poker and other gaming products along with telephone betting services that are incurred with UK and Irish customers. The International segment comprises all online activity, including sports betting, casino, poker and other gaming products along with telephone betting services that are incurred with customers in all territories excluding the UK and Ireland. Corporate relates to corporate costs, assets and liabilities that cannot reasonably be allocated to an operating segment. There are no inter-segmental sales within the Group.

Segment performance is shown on an adjusted EBITDA basis, with a reconciliation from adjusted EBITDA to statutory results. Information for the year ended 31 December 2025 is as follows:

1. Revenue recognised under IFRS 9 is £501.0m in Retail, £674.0m in UK&I Online and £593.7m in International. Revenue recognised under IFRS 15 is £nil in Retail, £nil in UK&I Online and £13.2m in International.