REG - Evoke PLC - FY25 Results
Today 07:02
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RNS Number : 5607C Evoke PLC 30 April 2026
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").
Reported Adjusted(1)
£ millions 2025 2024(2) YoY% 2025 2024(2) YoY%
Revenue 1,781.9 1,754.5 +2% 1,781.9 1,754.5 +2%
EBITDA(1) 301.3 211.4 +43% 356.2 312.5 +14%
(Loss) / profit after tax (549.1) (220.9) -149% 5.7 (39.2) NMF*
(Loss) / earnings per share (p) (121.8) (49.4) -147% 1.6 (8.9) NMF*
*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."
Analyst and investor presentation
A presentation for analysts and investors will be held remotely at 09:00 (BST)
today, hosted by Per Widerström (Chief Executive Officer) and Sean Wilkins
(Chief Financial Officer).
A live webcast of the presentation including Q&A will be available via the
website: https://www.evokeplc.com/ (https://www.evokeplc.com/) or on
https://brrmedia.news/EVOK_FY25 (https://brrmedia.news/EVOK_FY25) . This will
be available for playback after the event.
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:
evoke Plc +44(0) 800 029 3050
Per Widerström, CEO
Sean Wilkins, CFO
Investor Relations ir@evokeplc.com (mailto:ir@evokeplc.com)
James Finney, Director of IR
Media evoke@hudsonsandler.com (mailto:evoke@hudsonsandler.com)
Hudson Sandler +44(0) 207 796 4133
Alex Brennan / Hattie Dreyfus / Andy Richards
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 (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
Adjusted results Exceptional items and adjustments***** Statutory results
2025 £'m 2024 £'m 2025 £'m 2024 £'m 2025 £'m 2024 £'m
Revenue 1,781.9 1,754.5 0.0 0.0 1,781.9 1,754.5
Cost of sales (604.8) (610.5) 3.9 6.6 (600.9) (603.9)
Gross profit 1,177.1 1,144.0 3.9 6.6 1,181.0 1,150.6
Marketing expenses (264.8) (268.1) 0.0 0.0 (264.8) (268.1)
Operating expenses** (556.9) (562.4) (58.8) (107.7) (615.7) (670.1)
Share of post-tax profit of equity accounted associate 0.8 (1.0) 0.0 0.0 0.8 (1.0)
EBITDA* 356.2 312.5 (54.9) (101.1) 301.3 211.4
Impairment*** (0.0) 0.0 (440.3) 0.0 (440.3) 0.0
Depreciation and amortisation**** (115.9) (121.3) (86.1) (108.6) (202.0) (229.9)
(Loss)/profit before interest and tax 240.3 191.2 (581.3) (209.7) (341.0) (18.5)
Finance income and expenses (184.0) (178.6) (54.6) 10.0 (238.6) (168.6)
(Loss)/profit before tax 56.3 12.6 (635.9) (199.7) (579.6) (187.1)
Taxation (charge)/credit (50.6) (51.8) 81.1 18.0 30.5 (33.8)
(Loss)/profit after tax 5.7 (39.2) (554.8) (181.7) (549.1) (220.9)
Attributable to:
Equity holders of the parent 7.3 (40.2) (554.8) (181.7) (547.5) (221.9)
Non-controlling interests (1.6) 1.0 0.0 0.0 (1.6) 1.0
Basic (Loss)/earnings per share (p) 1.6 (8.9) (121.8) (49.4)
(1)2024 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:
Revenue Adjusted EBITDA
FY 2025 FY 2024 Change from % of reported Revenue (2025) FY 2025 FY 2024 Change from % of Adjusted EBITDA (2025)
£'m £'m previous year £'m £'m previous year
UK Retail 501.0 506.1 (1.0%) 28.1% 55.0 66.4 (17.2%) 15.4%
UK&I Online 674.0 693.2 (2.8%) 37.8% 151.3 142.7 6.0% 42.5%
Total UK&I 1,175.0 1,199.3 (2.0%) 65.9% 206.3 209.1 (1.4%) 57.9%
International 606.9 555.2 9.3% 34.1% 175.4 130.0 34.9% 49.2%
Corporate 0.0 0.0 0.0% 0.0% (25.5) (26.6) (4.1%) (7.2%)
Total 1,781.9 1,754.5 1.6% 100.0% 356.2 312.5 14.0% 100.0%
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
Operating Exceptional items 2025 2024
£'m £'m
Integration and transformation costs 38.0 47.2
Corporate transaction related costs 1.7 45.5
US exit income (7.4) 0.0
Impairment of Retail CGU 169.5 0.0
Impairment of UK Online CGU 270.8 0.0
Dormant customer accounts release (8.3) 0.0
Uncertain tax provisions - penalties 4.0 5.8
Exceptional items - operating expenses 468.3 98.5
Finance expenses
Interest expense on US exit provision 0.9 0.5
Modification loss on refinancing of borrowings 15.3 0.0
Total exceptional items before tax 484.5 99.0
Tax on exceptional items (26.4) (9.8)
Total exceptional items 458.1 89.2
Adjustments:
Fair value gain on financial assets 2.1 0.0
Amortisation of finance fees 15.9 16.5
Amortisation of acquired intangibles 86.1 108.6
Foreign exchange gains (2.9) (27.0)
Share benefit charge 2.9 2.7
Loss attributable to non-controlling interests 1.6 (1.0)
Total adjustments before tax 105.7 99.8
Tax on adjustments (54.7) (8.2)
Total adjustments 51.0 91.6
Total exceptional items and adjustments 509.1 180.8
(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
2025 2024
£'m £'m
Cash generated from operating activities before working capital 310.3 206.7
Working capital movements (50.9) 19.8
Net cash (used in) / generated from operating activities 259.4 226.5
Acquisitions (3.0) (4.1)
Disposals 11.2 4.7
Capital expenditure* (108.7) (93.4)
Net movement in borrowings incl loan transaction fees 24.7 96.3
Interest paid (168.7) (160.9)
Lease payments (46.0) (36.2)
Other movements in cash incl FX* (3.0) (23.7)
Net cash inflow/(outflow) (34.1) 9.2
Cash balance 231.3 265.4
Gross Debt (1,896.4) (1,839.8)
Net Debt (1,862.7) (1,787.7)
* 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
2025 2024
£'m £'m
Borrowing (1,799.8) (1,737.7)
Loan Transaction Fees (41.4) (61.6)
Derivatives (55.2) (40.5)
Gross Borrowings (1,896.4) (1,839.8)
Lease Liability (94.7) (95.0)
Cash (Excl. Customer Balances) 128.4 147.1
Net Debt (1,862.7) (1,787.7)
LTM pro forma Adjusted EBITDA 356.2 312.5
Leverage 5.2x 5.7x
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
Note 2025 2024
£m £m
(restated)
Revenue 2 1,781.9 1,754.5
Gaming duties (427.0) (400.5)
Other cost of sales (173.9) (203.4)
Cost of sales (600.9) (603.9)
Gross profit 1,181.0 1,150.6
Marketing expenses (264.8) (268.1)
Operating expenses (789.7) (801.5)
Share of post-tax profit/(loss) of equity accounted associate 4,14 0.8 (1.0)
Exceptional items - impairment 3 (440.3) -
Exceptional items - operating expenses 3 (28.0) (98.5)
Operating loss 5 (341.0) (18.5)
Adjusted EBITDA(1) 356.2 312.5
Exceptional items - impairment 3 (440.3) -
Exceptional items - operating expenses 3 (28.0) (98.5)
Fair value losses on financial assets 24 (2.1) -
Foreign exchange (loss)/gain (21.9) 0.1
Share benefit charge 27 (2.9) (2.7)
Depreciation and amortisation 12,13 (202.0) (229.9)
Operating loss 5 (341.0) (18.5)
Finance income 7 9.4 34.1
Finance expenses 8 (248.0) (202.7)
Loss before tax (579.6) (187.1)
Taxation credit/(charge) 9 30.5 (33.8)
Loss after tax (549.1) (220.9)
Attributable to:
Equity holders of the parent (547.5) (221.9)
Non-controlling interests (1.6) 1.0
Loss for the period (549.1) (220.9)
Loss per share
Basic (pence) 10 (121.8) (49.4)
Diluted (pence) 10 (121.8) (49.4)
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
Note 2025 2024
£m £m
(restated)
Loss for the year (549.1) (220.9)
Items that may be reclassified subsequently to profit or loss (net of tax)
Exchange differences on translation of foreign operations 15.5 (5.0)
Movement in hedging reserves 24 3.7 10.3
Items that will not be reclassified to profit or loss (net of tax)
Remeasurement of severance pay liability 6 0.1 (0.2)
Actuarial remeasurement in defined benefit pension scheme 28 0.6 0.7
Total other comprehensive income for the year 19.9 5.8
Total comprehensive loss for the year (529.2) (215.1)
Total comprehensive loss for the year attributable to equity holders of the (527.6) (216.1)
Parent
Total comprehensive loss for the year attributable to non-controlling (1.6) 1.0
interests
The 2024 comparatives have been restated to reflect prior period adjustments
(see note 1).
Consolidated Statement of Financial Position
At 31 December 2025
Note 2025 2024 2023
£m
£m
£m
(restated)
(restated)
Assets
Non-current assets
Goodwill and other intangible assets 12 1,502.6 1,959.1 2,038.3
Right-of-use assets 13 77.3 84.5 78.0
Property, plant and equipment 13 54.3 78.9 91.7
Investment in sublease 1.2 1.2 1.0
Investments in associates 14 32.8 32.3 33.9
Non-current prepayments 18 - 2.4 2.8
Derivative financial instruments 24 - 13.1 15.8
Deferred tax assets 25 34.7 36.3 37.0
1,702.9 2,207.8 2,298.5
Current assets
Cash and cash equivalents(1) 19 231.3 265.4 256.2
Trade and other receivables 18 132.3 132.6 138.0
Income tax receivable 24.4 33.6 53.3
Derivative financial instruments 24 10.0 - 1.6
Assets held for sale 16 - 0.9 -
398.0 432.5 449.1
Total assets 2,100.9 2,640.3 2,747.6
Equity and liabilities
Share capital 26 2.2 2.2 2.2
Share premium 160.7 160.7 160.7
Treasury shares (0.6) (0.6) (0.6)
Foreign currency translation reserve 12.3 (3.2) 1.8
Hedging reserves (0.6) (4.3) (14.6)
Retained earnings (854.6) (310.7) (92.0)
Total equity attributable to equity holders of the parent (680.6) (155.9) 57.5
Non-controlling interests 6.5 8.1 -
Total equity (674.1) (147.8) 57.5
Liabilities
Non-current liabilities
Borrowings 22 1,789.3 1,733.1 1,657.2
Severance pay liability 6 0.3 0.4 0.6
Provisions 21 135.4 129.5 104.8
Deferred tax liability 25 80.2 145.3 156.9
Derivative financial instruments 24 - 15.8 29.9
Lease liabilities 17 65.1 68.4 64.2
2,070.3 2,092.5 2,013.6
Current liabilities
Borrowings 22 10.5 4.6 3.9
Trade and other payables 20 399.1 397.1 387.5
Provisions 21 17.7 72.0 78.5
Derivative financial instruments 24 62.5 31.3 23.5
Income tax payable 9 82.4 45.7 31.9
Lease liabilities 17 29.6 26.6 23.4
Customer deposits 19 102.9 118.3 127.8
704.7 695.6 676.5
Total equity and liabilities 2,100.9 2,640.3 2,747.6
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
Share capital Share premium Treasury shares Foreign currency translation reserve Hedging reserve Retained earnings Non-controlling interests Total
£m £m £m £m £m £m £m £m
Balance at 1 January 2024 (as reported) 2.2 160.7 (0.6) 1.8 (14.6) (82.4) - 67.1
Prior year restatement - - - - - (9.6) - (9.6)
Balance at 1 January 2024 (as restated) 2.2 160.7 (0.6) 1.8 (14.6) (92.0) - 57.5
Loss after tax for the year (restated) - - - - - (221.9) 1.0 (220.9)
Other comprehensive (expense)/income for the year - - - (5.0) 10.3 0.5 - 5.8
Total comprehensive expense (restated) - - - (5.0) 10.3 (221.4) 1.0 (215.1)
Romania acquisition (note 15) (restated) - - - - - - 7.1 7.1
Equity settled share benefit charge (note 27) - - - - - 2.7 - 2.7
Balance at 31 December 2024 (restated) 2.2 160.7 (0.6) (3.2) (4.3) (310.7) 8.1 (147.8)
Loss after tax for the year - - - - - (547.5) (1.6) (549.1)
Other comprehensive income for the year - - - 15.5 3.7 0.7 - 19.9
Total comprehensive expense - - - 15.5 3.7 (546.8) (1.6) (529.2)
Equity settled share benefit charge (note 27) - - - - - 2.9 - 2.9
Balance at 31 December 2025 2.2 160.7 (0.6) 12.3 (0.6) (854.6) 6.5 (674.1)
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
Note 2025 2024
£m £m
(restated)
Cash flows from operating activities
Loss before income tax (579.6) (187.1)
Adjustments for:
Depreciation of property, plant and equipment and right-of-use assets 13 49.5 44.5
Amortisation 12 152.5 185.4
Interest income 7 (9.4) (34.1)
Interest expenses 8 248.0 202.7
Income tax received/(paid) 14.4 (14.6)
Fair value loss on financial assets 2.1 -
Share of post-tax (profit)/loss of equity accounted associate (0.8) 1.0
Non-cash exceptional items 428.2 11.8
Loss on sale of intangible assets 3 - (4.7)
Movement on ante post and other financial derivatives 0.8 (2.2)
Foreign exchange loss on hedging 1.7 -
Impairment of freehold properties held for sale - 0.5
Impairment of intangible assets - 0.6
Gain on disposal of property, plant and equipment 12 - 0.2
Share benefit charge 27 2.9 2.7
Cash generated from operating activities before working capital movement 310.3 206.7
Decrease in receivables 5.7 5.4
Decrease in customer deposits (8.2) (9.5)
(Decrease)/increase in trade and other payables (36.9) 0.6
(Decrease)/increase in provisions (11.5) 23.3
Net cash generated from operating activities 259.4 226.5
Cash flows from investing activities
Acquisition of intangible assets (117.1) (90.9)
Acquisition of property, plant and equipment 13 (4.4) (4.5)
Acquisition of business 15 (3.0) (4.1)
Proceeds from sale of businesses 11.2 4.7
Proceeds from sale of property, plant and equipment 0.6 2.0
Loans to related parties (2.6) (4.2)
Interest received 7 6.5 2.7
Dividend received from associate 14 0.3 0.6
Net cash used in investing activities (108.5) (93.7)
Cash flows from financing activities
Payment of lease liabilities 17 (46.0) (36.2)
Interest paid (175.2) (163.6)
Repayment of loans 22 (4.3) (388.7)
Proceeds from loans 22 - 485.0
Net cash paid on debt refinancing 22 (5.0) -
Net cash drawn down on RCF 22 34.0 -
Net cash used in financing activities (196.5) (103.5)
Net (decrease)/increase in cash and cash equivalents (45.6) 29.3
Net foreign exchange difference 11.5 (20.1)
Cash and cash equivalents at the beginning of the year 19 265.4 256.2
Cash and cash equivalents at the end of the year 19 231.3 265.4
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.
Impact on Consolidated Income Statement As previously reported Impact of remeasurement of IFRS3 2024 Uncertain tax positions restatement Restated
2024
2024
2024
£m £m
£m
Operating expenses (802.4) 0.9 - (801.5)
Exceptional items - operating expenses (79.3) (13.4) (5.8) (98.5)
Operating loss (0.2) (12.5) (5.8) (18.5)
Taxation (22.6) (0.2) (11.0) (33.8)
Loss after tax (191.4) (12.7) (16.8) (220.9)
Attributable to:
Equity holders of the parent (192.0) (13.1) (16.8) (221.9)
Non-controlling interests 0.6 0.4 - 1.0
Loss for the period (191.4) (12.7) (16.8) (220.9)
Loss per share - Basic (pence) (42.7) (2.8) (3.9) (49.4)
Loss per share - Diluted (pence) (42.7) (2.8) (3.9) (49.4)
Impact on Opening Consolidated Statement of Financial position (1 January 2024 As previously reported Impact of remeasurement of IFRS3 2024 Uncertain tax positions restatement Restated
- restated)
1 January 2024 1 January 2024 1 January 2024
£m
£m £m
Equity attributable to the parent 67.1 - (9.6) 57.5
Total equity / Net assets 67.1 - (9.6) 57.5
Income tax payable 22.3 - 9.6 31.9
Current liabilities 666.9 - 9.6 676.5
Impact on Consolidated Statement of Financial position As previously reported Impact of remeasurement of IFRS3 2024 Uncertain tax positions restatement 2024 Restated 31 December 2024
£m
31 December 2024 £m
£m
Goodwill and other intangibles 1,989.3 (30.2) - 1,959.1
Non-current assets 2,238.0 (30.2) - 2,207.8
Total assets 2,670.5 (30.2) - 2,640.3
Equity attributable to the parent (116.4) (13.1) (26.4) (155.9)
Non-controlling interests 20.6 (12.5) - 8.1
Total equity / Net assets (95.8) (25.6) (26.4) (147.8)
Deferred tax liabilities 150.1 (4.8) - 145.3
Non-current liabilities 2,097.3 (4.8) - 2,092.5
Trade and other payables 391.1 0.2 5.8 397.1
Income tax payable 25.1 - 20.6 45.7
Current liabilities 669.0 0.2 26.4 695.6
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:
IAS 21 (amended) Lack of Exchangeability (effective 1 January 2025)
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
IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 Annual Improvements to IFRS Accounting Standards - Volume 11 (effective 1
January 2026)
IFRS 9 and IFRS 7 (amended) Amendments to the Classification and Measurement of Financial Instruments
(effective 1 January 2026)
IFRS 18 Presentation and Disclosure in Financial Statements (effective 1 January 2027)
IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective 1 January
2027)
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:
2025 Retail UK&I Online International Corporate Total
£m £m £m £m £m
Revenue(1) 501.0 674.0 606.9 - 1,781.9
Gaming duties (94.0) (150.8) (127.8) - (372.6)
Other cost of sales (13.9) (95.8) (100.0) - (209.7)
Segmental gross profit 393.1 427.4 379.1 - 1,199.6
Marketing expenses (9.9) (153.9) (97.2) - (261.0)
Operating expenses (328.2) (122.2) (106.5) (26.3) (583.2)
Share of post-tax loss of equity accounted associate - - - 0.8 0.8
Adjusted EBITDA 55.0 151.3 175.4 (25.5) 356.2
Depreciation (49.5)
Amortisation (excluding acquired intangibles) (66.4)
Amortisation of acquired intangibles (86.1)
Exceptional items - impairment (440.3)
Exceptional items - operating expenses (28.0)
Fair value gain on financial assets (2.1)
Share benefit charge (2.9)
Foreign exchange (21.9)
Finance expenses (248.0)
Finance income 9.4
Loss before tax (579.6)
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.
Retail UK&I Online International Corporate Total
£m £m £m £m £m
Total segment assets 304.6 971.3 700.5 100.3 2,076.7
Total segment liabilities 139.8 209.7 404.4 1,851.1 2,605.0
Included within total segment assets:
Goodwill - 87.0 306.0 - 393.0
Interests in associates - - - 32.8 32.8
Capital additions 15.0 40.7 50.3 4.7 110.7
2024 (restated) Retail UK&I Online International Corporate Total
£m £m £m £m £m
Revenue(1) 506.1 693.2 555.2 - 1,754.5
Gaming duties (98.6) (156.7) (131.1) - (386.4)
Other cost of sales (13.4) (105.7) (90.1) - (209.2)
Segmental gross profit 394.1 430.8 334.0 - 1,158.9
Marketing expenses (7.8) (167.0) (93.1) - (267.9)
Operating expenses (restated) (319.9) (121.1) (110.9) (25.6) (577.5)
Share of post-tax loss of equity accounted associate - - - (1.0) (1.0)
Adjusted EBITDA 66.4 142.7 130.0 (26.6) 312.5
Depreciation (44.5)
Amortisation (excluding acquired intangibles) (77.7)
Amortisation of acquired intangibles (restated) (107.7)
Exceptional items (restated) (98.5)
Share benefit charge (2.7)
Foreign exchange 0.1
Finance expenses (202.7)
Finance income 34.1
Loss before tax (187.1)
The 2024 comparative information and the opening consolidated statement of
financial position as at 1 January 2024 have been restated to reflect prior
period adjustments (see note 1).
1. Revenue recognised under IFRS 9 is £506.1m in Retail,
£693.2.m in UK&I Online and £527.1m in International. Revenue recognised
under IFRS 15 is £nil in Retail, £nil in UK&I Online and £28.1m in
International.
Retail UK&I Online International Corporate Total
£m £m £m £m £m
Total segment assets 488.3 1,231.7 726.4 154.2 2,600.6
Total segment liabilities 148.0 192.5 287.6 1,965.7 2,593.8
Included within total segment assets:
Goodwill 99.4 357.9 275.8 - 733.1
Interests in associates - - - 32.4 32.4
Capital additions 7.5 53.1 27.1 3.8 91.5
The 2024 comparative information and the opening consolidated statement of
financial position as at 1 January 2024 have been restated to reflect prior
period adjustments (see note 1).
Geographical information
The Group's performance can also be reviewed by considering the geographical
markets and geographical locations within which the Group operates. This
information is outlined below:
Revenue by geographical market (based on location of customer)
2025 2024
£m £m
United Kingdom 1,151.8 1,172.5
Italy 210.1 178.3
Spain 99.4 100.1
Romania 69.5 51.4
Denmark 57.0 48.3
Rest of World 194.1 203.9
1,781.9 1,754.5
Non-current assets by geographical location
2025 2024
£m £m
(restated)
United Kingdom & Ireland 388.1 519.4
Gibraltar 748.8 1,054.8
Rest of World 566.0 633.6
1,702.9 2,207.8
The 2024 comparative information and the opening consolidated statement of
financial position as at 1 January 2024 have been restated to reflect prior
period adjustments (see note 1).
3. Exceptional items and adjustments
In determining the classification and presentation of exceptional items we
have applied consistently the guidelines issued by the Financial Reporting
Council ("FRC") that primarily addressed the following:
· Consistency and even-handedness in classification and presentation;
· Guidance on whether and when recurring items should be considered
as part of underlying results; and
· Clarity in presentation, explanation and disclosure of exceptional
items and their relevance.
In preparing the Annual Report & Accounts, we also note the European
Securities and Markets Authority (ESMA) guidance on Alternative Performance
Measures ("APM"), including:
· Clarity of presentation and explanation of the APM;
· Reconciliation of each APM to the most directly reconcilable
financial statement caption;
· APMs should not be displayed with more prominence than statutory
financials;
· APMs should be accompanied by comparatives; and
· The definition and calculation of APMs should be consistent over
time.
We are satisfied that our policies and practice conform to the above
guidelines.
Adjusted results
The Group reports adjusted results, both internally and externally, that
differ from statutory results prepared in accordance with IFRS. These adjusted
results, which include our key metrics of adjusted EBITDA and adjusted EPS,
are considered to be a useful reflection of the underlying performance of the
Group and its businesses, since they exclude items which impair visibility of
the underlying activity in each segment. More specifically, visibility can be
impaired in one or both of the following instances:
· a transaction is of such a material or infrequent nature that it
would obscure an understanding of underlying outcomes and trends in revenues,
costs or other components of performance (for example, a significant
impairment charge); or
· a transaction that results from a corporate activity that has
neither a close relationship to the Group's underlying operations nor any
associated operational cash flows (for example, the amortisation of
intangibles recognised on acquisitions).
Adjusted results are used as the primary measures of business performance
within the Group and align with the results shown in management accounts, with
the key uses being:
· management and Board reviews of performance against expectations
and over time, including assessments of segmental performance (see note 2 and
the Strategic Report);
· in support of business decisions by the Board and by management,
encompassing both strategic and operational levels of decision-making.
The Group's policies on adjusted measures are consistently applied over time,
but they are not defined by IFRS and, therefore, may differ from adjusted
measures as used by other companies.
The Consolidated Income Statement presents adjusted results alongside
statutory measures, with the reconciling items being itemised in the statement
and described below. We allocate these between exceptional items and adjusted
items.
Exceptional items
Exceptional items are those items the Directors consider to be one-off or
material in nature that should be brought to the reader's attention in
understanding the Group's financial performance. Comparatives are included
even when not individually material to aid comparability. Refer to Appendix 1
to the financial statements for further detail.
Exceptional items are as follows:
2025 2024 (restated)
£m £m
Operating expenses
Corporate transaction related costs 1.7 45.5
Integration and transformation costs 38.0 47.2
US exit income (7.4) -
Impairment of Retail 169.5 -
Impairment of UK&I Online 270.8 -
Aged dormant customer accounts (8.3) -
Uncertain tax provisions - penalties 4.0 5.8
Exceptional items - operating expenses 468.3 98.5
Finance expenses
Interest expense on US exit provision 0.9 0.5
Modification loss on refinancing of borrowings 15.3 -
Exceptional items - finance expenses 16.2 0.5
Total exceptional items before tax 484.5 99.0
Tax credit on exceptional items (23.3) (9.8)
Total exceptional items after tax 461.2 89.2
Corporate transaction related costs
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 and excluded from prior year comparatives.
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.
Integration and transformation costs
The Group has incurred a total of £38.0m of costs relating to the integration
programme, including £5.1m 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:
£5.3m), £1.8m of legal and professional costs (2024: £2.4m), £1.3m for
corporate rebranding (2024: £1.0m), £17.4m of technology integration costs
(2024: £1.2m), £5.8m for operating model consultancy expenses (2024: £nil)
and £2.1m of retail rationalisation costs in relation to shop closures and
impairment (2024: £nil).
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.
US exit income
As part of the Group's exit from the US B2C business, the disposal of the US
B2C assets in Michigan to Seminole Hard Rock resulted in a profit on disposal
of £7.4m including a write off of £3.7m, which has been classified as
exceptional operating income.
Impairment of Retail and UK&I Online
During the year, as a part of the annual impairment review, management
performed a value in use calculation to assess the recoverable amount of the
Group's Retail and UK&I online segments, using that business's underlying
cash flow forecasts. The recoverable amount was lower than the book value of
its assets and, as such, the Group impaired the goodwill and other non-current
assets in the Retail and UK&I Online businesses, totalling £169.5m and
£270.8m respectively.
The recoverable amount of the group of CGUs of £247.1m and the UK&I
Online of £686.1m as at 31 December 2025 has been determined based on the
value in use using cash flow projections from financial budgets approved by
senior management. Refer to Note 12 of the financial statements for further
detail.
The impairment charge is recorded within exceptional costs due to its
non-recurring nature.
Aged dormant customer accounts
During the year, the Group recognised a credit of £8.3m representing customer
funds where there has been no activity for an extended period and based on
historical experience, the likelihood of customer reclaims is considered
remote.
Uncertain tax provisions - penalties
During the year, the Group undertook a comprehensive review of its historical
intragroup arrangements and balances and recognised an increase in provisions
for uncertain tax positions. A provision for associated penalties in respect
of uncertain tax positions has also been identified, totalling £9.8m,
recorded within exceptional costs given their material size and non-recurring
nature. Of this total, £4.0m has been recognised as a charge in the current
year. As certain matters identified relate to prior periods, where these
constitute errors under applicable accounting standards the comparative
information has been restated accordingly, giving rise to a prior year
adjustment of £5.8m.
Interest expense on US exit provision
The Group has recognised £0.9m (2024: £0.5m) within finance expenses for the
unwinding of the discount on the US exit provisions, scheduled for settlement
between 2027 and 2029 and is expected to recur until settlement.
Modification loss on refinancing of borrowings
During the year, the Group completed the refinancing of its €582.0m Senior
Secured Fixed Rate Notes and its Multi‑Currency Revolving Credit Facility
("RCF"). In accordance with IFRS 9, both transactions were assessed as
non‑substantial modifications without derecognition. As a result of
remeasuring the modified liabilities and recognising directly attributable
fees, the Group recorded a total modification loss of £15.3m (2024: £nil),
presented as an exceptional finance expense. This reflects the modification
impacts arising on both the Senior Secured Notes and the Revolving Credit
Facility.
Adjusted items
Adjusted items are recurring items that are excluded from internal measures of
underlying performance and which are not considered by the Directors to be
exceptional. This relates to the amortisation of specific intangible assets
recognised in acquisitions, amortisation of finance fees, fair value gain of
financial assets, foreign exchange and share benefit charges. These items are
defined as adjusted items as it is believed it would impair the visibility of
the underlying activities across each segment as it is not closely related to
the businesses' or any associated operational cash flows. Each of these items
are recurring and occur in each reporting period and will be consistently
adjusted in future periods. Adjusted items are all shown on the face of the
Consolidated Income Statement in the reconciliations of adjusted EBITDA and
note 10 in the reconciliation of adjusted profit after tax.
4. Share of results of associates
2025 2024
£m £m
Share of post-tax profit/(loss) of equity accounted associate 0.8 (1.0)
The above represents the Group's share of the results of Sports Information
Services (Holdings) Limited (see note 14).
5. Operating loss
Note 2025 2024 (restated)
£m £m
Operating loss is stated after charging/(crediting):
Gaming duties 427.0 400.5
Other cost of sales 173.9 203.4
Marketing expenses 264.8 268.1
Staff costs (including Executive Directors) 6 363.2 350.2
Exceptional items - impairment 3 440.3 -
Exceptional items - operating expenses 3 28.0 98.5
Foreign exchange losses/(gains) 21.9 (0.1)
Share benefit charge 2.9 2.7
Depreciation (within operating expenses) 49.5 44.5
Amortisation (within operating expenses) 152.5 185.4
The 2024 comparative information and the opening consolidated statement of
financial position as at 1 January 2024 have been restated to reflect prior
period adjustments (see note 1).
Auditor remuneration
2025 2024
£m £m
Audit of Company 1.1 1.1
Audit of Group 2.1 2.0
Total fees for audit services 3.2 3.1
Audit-related assurance services - half year review 0.2 0.1
Other assurance services 0.3 0.3
Total assurance services 0.5 0.4
Total fees for non-audit services 0.5 0.4
Total fees 3.7 3.5
6. Staff costs
Staff costs, including Executive Directors' remuneration, comprise the
following elements:
2025 2024
£m £m
Wages and salaries 312.1 293.4
Social security 31.0 24.8
Employee benefits and severance pay scheme costs 20.1 32.0
363.2 350.2
In the Consolidated Income Statement, total staff costs, including share
benefit charge of £2.9m (2024: charge of £2.7m), are included within
operating expenses.
The average number of employees during the year was 10,140 (2024: 10,617).
Severance pay scheme - Israel
The Group has a defined contribution plan pursuant to section 14 of the
Severance Pay Law under which the Group pays fixed contributions and will have
no legal or constructive obligation to pay further contributions if the fund
does not hold sufficient amounts to pay all employee benefits relating to
employee service at the date of their departure. The Group recognised an
expense in respect of contribution to the defined contribution plan during the
year of £0.8m (2024: £0.9m).
The Group's employees in Israel, who are not subject to section 14 of the
Severance Pay Law, are eligible to receive certain benefits from the Group in
specific circumstances on leaving the Group. As such the Group operates a
defined benefit severance pay plan which requires contributions to be made to
separately administered funds. The funds are held by an independent
third-party company.
The current service cost and the present value of the defined benefit
obligation are measured using the projected unit credit method. Under this
schedule, the Company contributes on a monthly basis at the rate of 9.0% of
the aggregate of members' salaries.
The disclosures set out below are based on calculations carried out as at 31
December 2025 by a qualified independent actuary.
The following table summarises the employee benefits figures as included in
the consolidated financial statements:
2025 2024
£m £m
Included in the Statement of Financial Position:
Severance pay liability 0.3 0.4
Included in the Income Statement:
Current service costs (within operating expenses) 0.8 0.9
Included in the Statement of Comprehensive Income:
Gain on remeasurement of severance pay scheme liability 0.1 0.2
Movement in severance pay scheme assets and liabilities:
Severance pay scheme assets 2025 2024
£m £m
At beginning of year 12.5 12.5
Interest income 0.7 0.7
Contributions by the Group 0.8 1.1
Benefits paid (3.1) (2.4)
Return on assets less interest income already recorded 1.2 0.6
At end of year 12.1 12.5
Severance pay scheme liabilities 2025 2024
£m £m
At beginning of year 12.9 13.1
Interest expense 0.7 0.7
Current service costs 0.8 0.9
Benefits paid (3.3) (2.6)
Actuarial loss on past experience 1.2 0.8
Actuarial gain on changes in financial assumptions 0.1 -
At end of year 12.4 12.9
As at 31 December 2025, the net accounting deficit of the defined benefit
severance pay plan was £0.3m (2024: £0.4m). The scheme is backed by
financial assets amounting to £12.1m at 31 December 2025 (2024: £12.5m).
The impact of the severance deficit on the level of distributable reserves is
monitored on an ongoing basis. Monitoring enables planning for any potential
adverse volatility and helps the Group to assess the likely impact on
distributable reserves.
Employees can determine individually into which type of investment their share
of the plan assets are invested, therefore the Group is unable to accurately
disclose the proportions of the plan assets invested in each class of asset.
The expected contribution for 2026 is £0.8m.
The main actuarial assumptions used in determining the fair value of the
Group's severance pay plan are shown below:
2025 2024
% %
Discount rate (nominal) 5.1 5.8
Voluntary termination rate (range) 0-17 0-17
Inflation rates based on Israeli bonds 2.1 2.5
7. Finance income
2025 2024
£m £m
Interest income 6.5 7.1
Foreign exchange on financing activities 2.9 27.0
Total finance income 9.4 34.1
Foreign exchange on financing activities of £2.9m (2024: £27.0m) relates to
the foreign exchange movement on the unhedged element of the Group's debt.
8. Finance expenses
Note 2025 2024
£m £m
Interest expenses related to lease liabilities 17 6.4 6.4
Bank loans and bonds 163.8 166.0
Amortisation of finance fees 15.9 16.5
Hedging activities 20.3 10.8
Other finance charges and fees - 2.5
Foreign exchange on financing activities 25.4 -
Finance expenses - underlying 231.8 202.2
Modification loss on refinancing of borrowings 3 15.3 -
Interest expense on US exit provision 3 0.9 0.5
Finance expenses - exceptional 16.2 0.5
Total finance expenses 248.0 202.7
9. Taxation
Corporate taxes
2025 2024
£m £m
(restated)
Current taxation
UK corporation tax charge at 25% (2024: 25%) 7.7 5.5
Adjustments in respect of prior years (16.7) 1.2
Other jurisdictions taxation 41.9 41.5
32.9 48.2
Deferred taxation
Origination and reversal of temporary differences (37.7) (28.6)
Effect of tax rate change on opening balance (21.0) 14.3
Adjustments in respect of prior years (4.7) (0.1)
(63.4) (14.4)
Taxation (credit)/charge (30.5) 33.8
The effective tax rate in respect of ordinary activities before exceptional
items for the year ended 31 December 2025 is 448.8% (2024: 338.3%). The
effective tax rate in respect of ordinary activities after exceptional items
is 5.3% (2024: −17.8%).
There has been a restatement to increase the FY24 current tax charge by
£11.0m. In addition, the current tax liability recorded in the restated
2024 balance sheet increased by £20.6m, reflecting this increase in the FY24
current tax expense plus an additional liability of £9.6m recorded in the
restated 1 January 2024 balance sheet. These restatements are to account for
additional costs in respect of tax provisions for uncertain tax positions that
should have been recognised at each respective balance sheet date. The
uncertain tax matters are explained further below.
The Group is subject to the OECD's Pillar Two model rules, which introduce a
global minimum effective tax rate of 15% per jurisdiction starting with the
year ended 31 December 2024. For this year, the Group has recognised Pillar
Two top-up tax of £6.7m (2024: £5.0m) as a current year expense in respect
of subsidiary jurisdictions whose tax rate falls below the 15% minimum.
The difference between the total tax charge shown above and the amount
calculated by applying the standard rate of UK corporation tax to the loss
before tax is as follows:
2025 2024 (restated)
£m £m
Loss before taxation (579.6) (187.1)
Standard tax rate in UK 25% (2024: 25%) (144.9) (46.7)
Difference in effective tax rate in other jurisdictions (9.6) (11.0)
Effect of tax rate change on opening balance (21.0) 14.3
Difference in current and deferred tax rate - (0.1)
Expenses not allowed for taxation 97.7 8.5
Non-deductible interest expenses 46.2 1.5
Non-deductible expenses on transactional items - 8.7
Deferred tax not recognised - 39.8
Adjustments to prior years' tax charges (21.4) 1.1
Accrual of liabilities for uncertain tax positions 15.9 12.4
Tax on share of result of associate (0.2) 0.3
Pillar 2 tax 6.7 5.0
Non-taxable income (0.1) -
Double taxation 0.2 -
Total tax (credit)/charge for the year (30.5) 33.8
The difference in effective tax rates in other jurisdictions primarily
reflects the lower effective tax rate in Gibraltar, Spain and Malta. The
corporation tax rate in Gibraltar has increased to 15%, with effect from 1
July 2024.
During the year ended 31 December 2025 certain Maltese group entities formed a
fiscal unit and are now subject to tax at 5% with effect from 1 January 2024.
Additionally, two Maltese group entities elected into a 15% corporate tax
rate in Malta, also with effect from 1 January 2024. As a result, the opening
deferred tax balances relating to these entities have been remeasured using
the new applicable tax rates.
Expenses not allowed for tax purposes mainly relate to impairment of Retail
and UK&I Online goodwill and other non-current assets.
The accrual of liabilities for uncertain tax positions for FY25 is explained
below.
The Group applies transfer pricing policies to intercompany transactions on an
arm's length basis, consistent with the OECD Transfer Pricing Guidelines and
applicable local tax legislation. These policies are intended to ensure that
profits are allocated between jurisdictions in a manner that reflects the
commercial substance of the Group's activities and where value is created.
Uncertain tax matters
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.
n determining the Group's tax provision, management exercises judgement in
respect of the interpretation of tax laws and the application of transfer
pricing policies to intragroup transactions and balances. During the year
the Group undertook a comprehensive review of its historical intragroup
arrangements and balances. As a result of this review, the Group has
reassessed certain transfer pricing positions and recognised an increase in
provisions for uncertain tax positions, including in respect of prior periods.
Where matters in respect of prior periods represent errors under applicable
accounting standards, the comparative information has been restated.
10. Earnings per share
Basic earnings per share
Basic earnings per share ("EPS") has been calculated by dividing the profit
attributable to ordinary shareholders by the weighted average number of shares
in issue and outstanding during the year.
Diluted earnings per share
The weighted average number of shares for diluted earnings per share takes
into account all potentially dilutive equity instruments granted, which are
not included in the number of shares for basic earnings per share. Potential
ordinary shares are excluded from the weighted average diluted number of
shares when calculating IFRS diluted loss per share because they are
anti-dilutive. The number of equity instruments included in the diluted EPS
calculation consist of 2,046,027 Ordinary Shares (2024: 8,049,597) and nil
market-value options (2024: nil).
The number of equity instruments excluded from the diluted EPS calculation is
21,523,756 (2024: 4,575,605).
2025 2024
(restated)
Loss for the period attributable to equity holders of the parent (£m) (547.5) (221.9)
Weighted average number of Ordinary Shares in issue and outstanding 449,639,412 449,436,621
Effect of dilutive Ordinary Shares and share options 2,046,027 8,049,597
Weighted average number of dilutive Ordinary Shares 451,685,439 457,486,218
Basic loss per share (pence) (121.8) (49.4)
Diluted loss per share (pence) (121.8) (49.4)
The 2024 comparative information and the opening consolidated statement of
financial position as at 1 January 2024 have been restated to reflect prior
period adjustments (see note 1).
The diluted loss per share in the current and prior year is the same as the
basic loss per share as the potentially dilutive share options are considered
anti-dilutive as they would reduce the loss per share and therefore, they are
disregarded in the calculation.
Adjusted earnings per share
The Directors believe that EPS excluding exceptional and adjusted items, tax
on exceptional and adjusted items ("Adjusted EPS") allows for a further
understanding of the underlying performance of the business and assists in
providing a clearer view of the performance of the Group.
2025 2024
(restated)
Adjusted profit/(loss) after tax attributable to equity holders of the parent 7.3 (40.2)
(£m)
Weighted average number of Ordinary Shares in issue 449,639,412 449,436,621
Weighted average number of dilutive Ordinary Shares 451,685,439 457,486,218
Adjusted basic earnings per share (pence) 1.6 (8.9)
Adjusted diluted earnings per share (pence) 1.6 (8.9)
The 2024 comparative information and the opening consolidated statement of
financial position as at 1 January 2024 have been restated to reflect prior
period adjustments (see note 1).
An explanation of adjusted profit after tax is provided in Appendix 1.
The table below highlights the measures used to achieve adjusted profit after
tax:
Note 2025 2024
£m (restated)
£m
Adjusted profit/(loss) after tax attributable to equity holders of the parent 7.3 (40.2)
Exceptional items - operating expenses 3 (468.3) (98.5)
Exceptional items - finance expenses 3,8 (16.2) (0.5)
Fair value loss on financial assets 24 (2.1) -
Amortisation of finance fees 8 (15.9) (16.5)
Amortisation of acquired intangibles (86.1) (108.6)
Tax on exceptional and adjusted items 81.1 18.0
Foreign exchange (loss)/gain on financing activities 7,8 (22.5) 27.0
Foreign exchange (loss)/gain on operating activities (21.9) 0.1
Share benefit charge 27 (2.9) (2.7)
Loss after tax attributable to equity holders of the parent (547.5) (221.9)
The 2024 comparative information and the opening consolidated statement of
financial position as at 1 January 2024 have been restated to reflect prior
period adjustments (see note 1).
11. Dividends
The Board of Directors does not recommend the payment of a final dividend in
respect of the year ended 31 December 2025. No final dividend was recommended
for the year ended 31 December 2024 and no dividends were paid in the year
ended 31 December 2025 (2024: £nil).
12. Goodwill and other intangibles
Cost or valuation Goodwill Brands, customer relationships and licences Software Total
£m £m £m £m
At 1 January 2024 789.0 1,219.1 451.8 2,459.9
Additions via business combinations (restated) - 21.1 - 21.1
Additions - 4.1 86.0 90.1
Impairment - - (1.8) (1.8)
Disposals - - (8.2) (8.2)
Effect of foreign exchange rates - 0.8 1.5 2.3
At 31 December 2024 (restated) 789.0 1,245.1 529.3 2,563.4
Additions - 14.3 103.7 118.0
Effect of foreign exchange rates - (3.2) (0.3) (3.5)
At 31 December 2025 789.0 1,256.2 632.7 2,677.9
Amortisation and impairments:
At 1 January 2024 25.7 161.4 234.5 421.6
Amortisation charge for the year (restated) - 86.1 99.3 185.4
Impairment charge for the year - - (1.2) (1.2)
Disposals - - (2.4) (2.4)
Effect of foreign exchange rates - 0.5 0.4 0.9
At 31 December 2024 (restated) 25.7 248.0 330.6 604.3
Amortisation charge for the year - 89.4 63.1 152.5
Impairment charge for the year 370.3 40.5 8.4 419.2
Effect of foreign exchange rates - (0.3) (0.4) (0.7)
At 31 December 2025 396.0 377.6 401.7 1,175.3
Carrying amounts
At 1 January 2024 763.3 1,057.7 217.3 2,038.3
At 31 December 2024 763.3 997.1 198.7 1,959.1
At 31 December 2025 393.0 878.6 231.0 1,502.6
Goodwill
Goodwill of £393.0m (2024: £763.3m) is allocated as follows: Retail £nil
(2024: £99.4m), UK&I Online £87.0m (2024: £357.9m), and International
£306.0m (2024: £306.0m). This represents the lowest level at which goodwill
is monitored for internal management purposes.
Brands, customer relationships and licences
These assets are being amortised as follows: 20-30 years for brands (£499.7m)
(2024: £528.1m), 7-13 years for customer relationships (£358.4m) (2024:
£454.1m) and the lifetime of the licence for licences (£20.5m) (2024:
£14.9m). Prior year comparatives are restated figures.
Software
This category relates to the cost of both acquired software, through purchase
or acquisition, as well as the capitalisation of internally developed software
where the recognition criteria are met. Capitalised costs on projects that are
works in progress amount to £76.8m at year end (2024: £60.0m). These assets
are being amortised over 3-5 years.
Impairment reviews
The Group performs an annual impairment review for goodwill, by comparing the
carrying amount of goodwill and other relevant assets with their recoverable
amount. This is an area where the Directors exercise judgement and estimation.
For the purposes of impairment testing under IAS 36, CGUs are grouped in order
to reflect the level at which goodwill is monitored by management.
Testing is carried out by allocating the carrying value of the assets to CGUs
or group of CGUs and determining the recoverable amount of those CGUs through
value in use calculations. Where the recoverable amount exceeds the carrying
value of the assets, the assets are considered as not impaired. Value in use
calculations are based upon estimates of future cash flows derived from the
Group's profit forecasts by segments. Profit forecasts are derived from the
Group's annual strategic planning or similarly scoped exercise.
The principal assumptions underlying our cash flow forecasts are as follows:
· management assumes that the underlying business model will continue
to operate on a comparable basis, as adjusted for known regulatory or tax
changes and planned business initiatives; this does not include any expansion
related capex projects or the benefits that arise from them in line with IAS
36, nor does it include any benefit from restructuring activities that have
been recognised at 31 December 2025 in line with IAS 37;
· management's forecasts anticipate the continuation of recent growth
or decline trends in staking, gaming net revenues and expenses, as adjusted
for changes in our business model or expected changes in the wider industry or
economy;
· management assumes that the Group will achieve its target sports
betting gross win margins as set for each territory, which management bases
upon its experience of the outturn of sports results over the long term, given
the tendency for sports results to vary in the short term but revert to a norm
over a longer term; and
· in management's annual forecasting process, expenses incorporate a
bottom-up estimation of the Group's cost base. For employee remuneration, this
takes into account staffing numbers and models by segment, while other costs
are assessed separately by category, with principal assumptions including an
extrapolation of recent cost inflation trends and the expectation that the
Group will incur costs in line with agreed contractual rates.
The Board approved the 2026 budget for each segment, which included an
indicative three-year plan, covering years 2026 to 2028. Cash flows beyond
that three-year period were extrapolated using long-term growth rates as
estimated for each group of CGUs separately.
The other significant assumptions incorporated into the Group's impairment
reviews are those relating to discount rates and long-term growth assumptions.
Discount rates disclosed below are pre-tax discount rates. Discount rates and
long-term growth assumptions for each CGU or group of CGUs are as follows:
Groups of CGUs 2025 2025 2024 2024
Discount Long-term growth rate Discount Long-term growth rate
rate % rate %
% %
Retail 14.7 (1.0) 13.7 0.0
UK&I Online 15.1 1.5 13.7 2.5
International 16.4 4.0 14.1 5.0
Discount rates are applied to each CGU or group of CGUs' cash flows that
reflect both the time value of money and the risks that apply to the cash
flows of that CGU or group of CGUs. Discount rates are calculated using the
weighted average cost of capital formula based on the CGU's or group of CGUs'
leveraged beta. The leveraged beta is determined by management as the mean
unleveraged beta of listed gaming and betting companies, with samples chosen
where applicable from comparable markets or territories as the CGU or group of
CGUs, leveraged to the Group's capital structure. Further risk premia and
discounts are applied, if appropriate, to this rate to reflect the risk
profile of the specific CGU or the group of CGUs relative to the market in
which it operates. Our discount rates are calculated on a post-tax basis and
converted to a pre-tax basis using the tax rate applicable to each CGU or
group of CGUs. Discount rates disclosed above are pre-tax discount rates.
Results of impairment reviews
The recoverable amount and headroom/(shortfall) above/below carrying amount
based on the impairment review performed at 31 December 2025 for each CGU or
group of CGUs are as follows:
CGUs 2025 Recoverable amount 2025 Headroom/ 2024 Recoverable amount 2024 Headroom/ (shortfall)
£m (shortfall) £m £m
£m
Retail 247.1 (168.7) 513.6 47.3
UK&I Online 686.1 (270.9) 1,497.7 413.1
International 1,408.1 850.3 1,824.8 1,233.0
The impairment review has resulted in an impairment of £168.7m for the Retail
CGU caused by the increasingly challenging high street environment and
£270.9m for the UK&I Online CGU caused by the increase in Remote Gaming
Duty from April 2026 and General Betting Duty from April 2027.
Sensitivity of impairment reviews
For the Retail and UK&I Online group of CGUs, the following reasonably
possible changes in assumptions upon which the recoverable amount was
estimated would lead to the following changes in the recoverable amount of the
CGU or group of CGUs:
15% fall in cash flows (1) 100bps increase in discount rate
CGUs Reduction in recoverable amount Impairment £m Reduction in recoverable amount Impairment
£m £m £m
Retail (37.1) (205.8) (12.1) (180.8)
UK&I Online (102.9) (373.9) (45.7) (316.6)
(1) The 15% fall in cash flows is representative of a 1.8% reduction in
revenue for the Retail group of CGUs, and a 3.3% reduction in revenue for the
UK&I Online CGU.
For the International group of CGUs, no impairment would occur under any
reasonable possible changes in assumptions upon which the recoverable amount
was estimated.
13. Property, plant and equipment
Cost Land and buildings Fixtures, fittings and equipment Right-of-use assets Total
£m £m £m £m
At 1 January 2024 28.0 131.9 136.1 296.0
Additions 0.3 4.2 37.6 42.1
Disposals (0.1) (2.5) (1.5) (4.1)
Transfer to assets held for sale (0.9) - - (0.9)
Effect of foreign exchange rates - 0.4 0.5 0.9
At 31 December 2024 27.3 134.0 172.7 334.0
Additions - 4.4 39.4 43.8
Disposals (1.2) (0.4) (1.6)
Transfer from assets held for sale 0.3 - - 0.3
Effect of foreign exchange rates 0.2 - 1.4 1.6
At 31 December 2025 26.6 138.4 213.1 378.1
Depreciation and impairment
At 1 January 2024 11.9 56.3 58.1 126.3
Charge for the period 2.7 11.1 30.7 44.5
Impairment of freehold properties (note 16) 0.5 - - 0.5
Disposals (0.1) (0.3) (0.8) (1.2)
Effect of foreign exchange rates - 0.3 0.2 0.5
At 31 December 2024 15.0 67.4 88.2 170.6
Charge for the period 1.9 16.0 31.6 49.5
Disposals (0.3) - (0.1) (0.4)
Impairment (note 12) 1.2 8.0 15.9 25.1
Effect of foreign exchange rates 1.5 - 0.2 1.7
At 31 December 2025 19.3 91.4 135.8 246.5
Carrying amounts
At 1 January 2024 16.1 75.6 78.0 169.7
At 31 December 2024 12.3 66.6 84.5 163.4
At 31 December 2025 7.3 47.0 77.3 131.6
At 31 December 2025, the Group held £nil (2024: £0.9m) of land and buildings
as assets held for sale (see note 16).
At 31 December 2025, the Group incurred a £25.1m impairment charge in
relation to property, plant and equipment. This has been split between land
and buildings (£1.2m), fixtures, fittings and equipment (£8.0m) and
right-of-use assets (£15.9m). The impairment loss represented the write-down
of certain property, plant and equipment after the net present value of the
Retail division was measured as lower than division's asset carrying value.
The costs were recognised in the statement of profit or loss as exceptional
operating expenses (see note 12).
The net book value of land and buildings comprises:
2025 2024
£m £m
Freehold 0.1 0.1
Long leasehold improvements 2.9 4.2
Short leasehold improvements 4.3 8.0
7.3 12.3
14. Interest in associate
The Group holds an associate interest in Sports Information Services
(Holdings) Limited ("SIS"). The Group uses the equity method of accounting for
associates. The following table shows the aggregate movement in the Group's
interest in its associate:
£m
At 31 December 2024 32.3
Share of results before interest and taxation 1.0
Share of taxation (0.2)
Dividend received (0.3)
At 31 December 2025 32.8
SIS
At the year end, William Hill Organization Limited, a subsidiary of the Group,
held an investment of 19.5% of the ordinary share capital of SIS, a company
incorporated in Great Britain. The Group is able to exert significant
influence over SIS by way of its 19.5% holding and its seat on the Board of
Directors.
The SIS group of companies provides real time, pre-event information and
results, as well as live coverage of horseracing, greyhound racing and other
sporting activities and events via satellite. The statutory financial
statements of SIS are prepared to the year ending 31 March. The results
recognised are based on statutory accounts to March 2025 and management
accounts thereafter.
The following financial information relates to SIS as at and for the year
ended 31 December 2025:
£m
Non-current assets 24.2
Total Current assets 45.2
Current liabilities (42.8)
Total revenue 197.9
Total profit after tax 4.2
15. Acquisitions
On 11 October 2024, the Group acquired a 51% interest in New Gambling
Solutions SRL ("NGS"), an online gaming operator in Romania, and Orion Sky
Marketing Limited ("OSM"), an entity incorporated in Gibraltar (together,
"Winner.ro").
Total consideration for the transaction was £7.4m, of which £4.4m was
transferred to the sellers prior to 2024 year‑end, with the remainder paid
in January 2025. There was no contingent or deferred consideration. The
non‑controlling interest ("NCI") of 49% in NGS and OSM has been measured
based on the proportionate share of the acquiree's identifiable net assets.
At 31 December 2024, the acquisition‑date fair values of certain
identifiable assets and liabilities were recognised on a provisional basis due
to limitations in information available at that time, including
customer‑level behavioural data, regulatory assessments and certain elements
of the valuation of acquired intangible assets.
During 2025, the Group obtained additional information relating to conditions
that existed at the acquisition date and, in accordance with the
measurement‑period requirements of IFRS 3, the provisional amounts have
been retrospectively adjusted. The finalisation of the purchase price
allocation resulted in:
· a £26.3m reduction in the fair value of identifiable net assets
acquired;
· a £4.8m decrease in deferred tax liabilities;
· a £12.9m decrease in non‑controlling interests; and
· the reversal of the provisional £13.4m gain on bargain purchase
previously recognised in 2024.
Following the revised valuation, no goodwill or gain on bargain purchase has
been recognised on this transaction. Restated comparative information
reflecting these adjustments is presented in Note 1.
Identifiable assets acquired and liabilities acquired
Fair value as previously reported as at 31 December 2024 Measurement period adjustment Revised fair value
£m £m £m
Intangible assets 52.2 (31.1) 21.1
Cash and cash equivalents 0.3 - 0.3
Trade and other receivables 3.2 - 3.2
Trade and other payables (6.0) - (6.0)
Deferred tax liabilities (8.3) 4.8 (3.5)
Long-term debt (0.6) - (0.6)
Total net identifiable assets 40.8 (26.3) 14.5
(Gain on bargain purchase) / Goodwill (13.4) 13.4 -
Non-controlling interest (20.0) 12.9 (7.1)
Consideration transferred 7.4 - 7.4
Intangible assets
The acquisition resulted in the recognition of customer relationships, the
Winner brand and a gaming licence. In 2024, these assets were recognised at
provisional fair values. During 2025, the Group obtained additional
information relating to conditions that existed at the acquisition date and,
in accordance with IFRS 3's measurement period requirements, the provisional
amounts have been retrospectively adjusted. The finalisation of the purchase
price allocation led to a reduction in the fair value of customer
relationships from £29.8m to £10.2m and in the Winner brand from £21.8m to
£10.3m while gaming licence remained unchanged at £0.6m.
As part of the measurement period adjustments, the valuation of the acquired
intangible assets was updated to reflect new acquisition date information. Key
changes included the use of expanded customer level data that resulted in
updated customer retention and churn assumptions, revised contribution margins
for the existing customer base and an updated useful economic life for the
Winner brand (increased from 15 to 20 years). These refinements reduced the
fair values previously attributed to customer relationships and the Winner
brand. All revised assumptions reflect conditions that existed at the
acquisition date and have been applied retrospectively in accordance with
IFRS 3.
Following these revisions, the associated amortisation expense from the
acquisition date to 31 December 2024 has also been updated, with the impact
presented in Note 1.
16. Assets held for sale
At 31 December 2024, the Group held 5 freehold properties for sale in Ireland
at a fair value of £0.9m. During the year, three properties with a combined
fair value of £0.6m were sold for £0.6m resulting nil gain or loss. The
remainder of the properties were not contracted for sale at the year end,
therefore £0.3m representing their fair value has been reclassified to
property, plant and equipment. At the year end, the value of properties held
for sale was £nil.
17. Leases
A reconciliation of the movement in lease liabilities is as follows:
£m
As at 31 December 2024 95.0
Additions 39.4
Interest expense 6.4
Payment of lease liabilities (46.0)
Foreign exchange (0.1)
As at 31 December 2025 94.7
Less: Leases due within one year (29.6)
Total leases due after one year 65.1
A maturity analysis of the contractual undiscounted cash flows is as follows:
2025 2024
£m £m
Due within one year 35.0 35.0
Due between one and two years 27.0 25.8
Due between two and three years 20.5 19.0
Due between three and four years 13.6 12.8
Due between four and five years 10.7 6.0
Due beyond five years 11.4 10.4
18. Trade and other receivables
2025 2024
£m £m
Trade receivables(1) 29.3 41.7
Other receivables 38.2 32.9
Loans receivable 9.2 6.4
Prepayments 22.6 22.5
Restricted short-term deposits 33.0 29.1
Current trade and other receivables 132.3 132.6
Non-current prepayments - 2.4
Total trade and other receivables 132.3 135.0
(1)A reclassification between trade receivables and restricted short-term
deposits was made in the prior year to align to the current year methodology
and better aid comparability.
Other receivables relate to VAT, interest receivable, and other non-trade
related receivables.
Restricted short-term deposits represent amounts held by banks primarily to
support guarantees in respect of regulated markets' licence requirements and
office leases.
The carrying value of trade receivables and other receivables are net of
expected credit losses which approximates to their fair value; due to the
short-term nature of the receivables, they are not subject to ongoing
fluctuations in market rates. Trade receivables are net of £Nil (2024:
£0.7m) of expected credit losses. Note 23 provides credit risk disclosures on
trade and other receivables.
19. Cash and cash equivalents
2025 2024
£m £m
Cash and cash equivalents 231.3 265.4
Less:
Customer deposits 102.9 118.3
Cash (excluding customer deposits) 128.4 147.1
Customer deposits represent bank deposits matched by liabilities to customers
of an equal value (see note 20).
20. Trade and other payables and customer deposits
2025 2024
£m £m
(as restated)
Trade payables 87.0 91.9
Accrued expenses 206.3 214.7
Other payables 105.8 90.5
Total trade and other payables 399.1 397.1
The 2024 comparatives have been restated to reflect the prior period
adjustments (see note 1).
Other payables include the reclassification from provisions, as noted below.
The carrying value of trade and other payables approximates to their fair
value given the short maturity date of these balances.
Customer deposits of £102.9m (2024: £118.3m) represents deposits received
from customers, customer winnings and progressive prize pools. This is offset
by an equivalent or greater amount of cash held, which is included in cash and
cash equivalents (see note 19). Due to the material nature of this balance, it
is disclosed separately to trade and other payables in the Statement of
Financial Position.
21. Provisions
Legal and regulatory Shop closure provision Other restructuring costs Total
Indirect tax provision £m £m £m £m
£m
At 31 December 2024 62.4 118.7 1.4 19.0 201.5
Charged/(credited) to Income Statement
Additional provisions recognised - 2.6 2.9 0.9 6.4
Provisions released to Income Statement (10.7) (1.6) - (0.3) (12.6)
Other movements (37.8) - 2.2 - (35.6)
Reclassifications during the year
Utilised during the year (7.7) (1.8) (0.6) (2.3) (12.4)
Foreign exchange differences 2.2 4.8 - (1.2) 5.8
At 31 December 2025 8.4 122.7 5.9 16.1 153.1
Customer claims provisions of £119.3m (2024: £112.9m) within legal and
regulatory, and £16.1m of US termination costs (31 December 2024: £16.6m)
within other restructuring costs are classified as non-current. The remaining
provisions are all classified as current.
Indirect tax provision
Amounts previously accrued as provisions for gaming duty liabilities expected
to be paid as a result of inquiries by the Austrian tax authorities in respect
of amounts staked by Austrian players, generally with our Maltese companies,
for periods between January 2019 and December 2022, are now fully assessed,
and therefore materially certain in amount, and accordingly have been
reclassed to trade and other payables. The remaining provision is held in
relation to uncertainties in relation to the interpretation of VAT and gaming
tax rules in certain jurisdictions.
Legal and regulatory provisions
The Group has recorded a provision in respect of legal and regulatory matters,
including customer claims, and updated it to reflect the Group's revised
assessment of these risks in light of developments arising during 2025 such
that this represents management's best estimate of probable cash outflows
related to these matters. The industry in which the Group operates is subject
to continuing scrutiny by regulators and other governmental authorities, which
may, in certain circumstances, lead to enforcement actions, sanctions, fines
and penalties or the assertion of private litigations, claims and damages.
In common with other businesses in the gambling sector, the Group receives
claims from consumers relating to the provision of gambling services. Claims
have been received from consumers 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 licencing regimes.
Consumers who have obtained judgment against the Group's entities in the
Austrian courts have sought to enforce those judgments in other European
jurisdictions. These are being defended on the basis of a public policy and
other arguments. The provisions held for the Group relating to these claims is
£88.3m (2024: £84.5m), which includes a provision of £80.8m (2024: £77.6m)
relating to the William Hill and Mr Green brands and £7.5m (2024: £6.9m)
relating to 888.
The provisions held for consumers who have sought to claim in the German
courts is £31.0m (2024: £29.6m) which includes a provision of £22.0m (2024:
£21.4m) for William Hill & Mr Green brands and £9.0m (2024: £8.2m)
relating to 888.
The calculation of the customer claims liability includes provision for both
legal fees and interest but does not include any gaming taxes that have
already been paid on these revenues. Management have assessed that it is
probable as opposed to virtually certain that the tax will be reclaimed and
therefore a contingent asset of up to £22.9m (2024: £27.3m) has been
disclosed but not recognised for the tax reclaims.
The timing and amount of the outflows is ultimately determined by the
settlement reached with the relevant authority.
During the year, the Group has utilised £0.7m (2024: £1.3m) of the overall
provision as claims have been settled. In addition, a further charge of £1.0m
(2024: £4.3m) has been recognised to reflect the receipt of new claims.
Shop closure provisions
As at 31 December 2025, the Group holds provisions relating to the associated
costs of closure of 24 shops which ceased trading between 2022 and 2024, and
100 shops that ceased to trade in the year, as well as certain shops that
ceased to trade as part of normal trading activities. As at 31 December 2024,
the Group held provisions relating to the associated costs of closure of 20
shops which ceased trading in 2019, and certain shops that ceased to trade as
part of normal trading activities, but where the properties were still leased
by the Group.
Other restructuring costs
The entirety of this provision relates to costs for the closure of the US B2C
business. The majority of this balance relates to termination payments due
across the period from 2027 to 2029. Refer to Note 3 for more information on
the US B2C business closure. During the year, the Group settled the remaining
staff severance provisions resulting from restructuring initiatives announced
in 2023 and 2022.
22. Borrowings
Interest rate % Maturity 2025 2024
£m £m
Borrowings at amortised cost
Bank facilities
$575.0m term loan facility CME term SOFR + 5.35 2028 386.5 410.4
£150.0m Equivalent Multi-Currency RCF, and SONIA + 3.75 2028 - 85.0
£50.0m Equivalent Multi-Currency RCF, refinanced to: SONIA + 3.75 2025 - -
£200.0m Equivalent Multi-Currency RCF SONIA + 3.75 2028 116.2 -
Loan Notes
€582.0m Senior Secured Fixed Rate Notes, refinanced to: 7.56 2027 - 471.9
€600.0m Senior Secured Fixed Rate Notes 8.00 2031 504.5 -
€450.0m Senior Secured Floating Rate Notes EURIBOR + 5.5 2028 382.1 359.9
£400.0m Senior Secured Notes 10.75 2030 400.0 400.0
£350.0m Senior Unsecured Notes 4.75 2026 10.5 10.5
Total borrowings 1,799.8 1,737.7
Less: Borrowings as due for settlement in 12 months (10.5) (4.6)
Total borrowings as due for settlement after 12 months 1,789.3 1,733.1
Bank facilities
Senior Facilities Agreement
As at 31 December 2025, the Group has a Senior Facilities Agreement under
which the following facilities are made available:
(i) £200.0m Equivalent Multi-Currency Revolving Credit Facility ("RCF")
In September 2025, the Group refinanced the £150.0m RCF and £50.0m RCF. The
£150.0m RCF was due to expire in January 2028 and the £50.0m RCF was due to
expire in December 2025, and these were combined into a single £200.0m
multi‑currency RCF. The amended RCF includes a maturity waterfall under
which the earliest contractual maturity is January 2028, and the legal final
maturity is January 2030. For accounting and disclosure purposes, the Group
presents the facility based on the earliest date on which repayment could be
required.
The January 2028 earliest maturity would apply if the majority of the Group's
debt maturing in 2028 is not refinanced prior to that date. This maturity
waterfall does not change the economic substance of the facility and did not
result in derecognition under IFRS 9.
The drawn balance on this facility as at 31 December 2025 was £119.0m (2024:
£85.0m).
(ii) $575.0m 6-year US Dollar-denominated term loan due July 2028
In May 2024, the Group refinanced a euro denominated term loan of €473.5m
(which had been provided under the Senior Facilities Agreement) by issuing a
10.75% £400.0m sterling-denominated senior secured fixed rate note with
maturity in May 2030.
Loan Notes
Senior Secured Notes
(i) €582.0m 7.558% Senior Secured Fixed Rate Notes due July 2027
The Group previously issued €582.0m of guaranteed Senior Secured Fixed Rate
Notes, which were guaranteed by certain members of the Group and certain of
the Group's operating subsidiaries and were due to mature in July 2027. In
September 2025, these notes were refinanced through the issuance of €600.0m
Senior Secured Fixed Rate Notes due December 2031. The refinancing was
accounted for as a modification of the existing liability under IFRS 9.
(ii) €600.0m 8.0% Senior Secured Fixed Rate Notes due December 2031
In September 2025, the Group issued €600.0m of guaranteed Senior Secured
Fixed Rate Notes, guaranteed by certain members of the Group and certain
operating subsidiaries, with a maturity date of December 2031. The net
proceeds were used to refinance the existing €582.0m notes. Under IFRS 9,
this transaction did not result in derecognition; instead, the carrying amount
of the existing liability was remeasured to reflect the modified contractual
terms.
(iii) €450.0m Senior Secured Floating Rate Notes due July 2028
The Group has issued €450.0m of guaranteed Senior Secured Floating Rate
Notes. The notes, which are guaranteed by certain members of the Group and
certain of the Group's operating subsidiaries, mature in July 2028.
(iv) £400.0m 10.75% Senior Secured Fixed Rate Notes due May 2030
The Group issued £400.0m of guaranteed Senior Secured Fixed Rate Notes which
are guaranteed by certain members of the Group and certain of the Group's
operating subsidiaries, mature in May 2030.
Senior Unsecured Notes
(v) £350.0m 4.75% Senior Unsecured Fixed Rate Notes due May 2026
The legacy William Hill notes have £10.5m outstanding at 31 December 2025
(2024: £10.5m).
Refinancing and modification accounting
In accordance with IFRS 9, both the refinancing of the €582.0m Senior
Secured Fixed Rate Notes and the amendment of the Revolving Credit Facility
were assessed as non‑substantial modifications without derecognition. The
existing liabilities were therefore remeasured to the present value of the
modified contractual cash flows, discounted at their original effective
interest rates.
The resulting remeasurement adjustments resulted in a total modification loss
of £15.3m, recognised within exceptional finance expenses (see Note 3). Fees
paid to lenders that were directly attributable to securing the modified
financing arrangements have been capitalised against the related borrowings
and are amortised over the remaining terms of the facilities using the
effective interest method.
Financial covenant
The Revolving Credit Facilities are subject to a Senior Facilities Agreement
whereby any applicable revolving Incremental Senior Facilities (together the
'Financial Covenant Facilities') are tested at every reporting period to
ensure that they do not exceed a pre-agreed threshold to be agreed with the
Mandated Lead Arrangers prior to the entry into the Senior Facilities
Agreement. There are no other covenants on the Group debt, therefore the
Directors are satisfied that, at the year-end, the net leverage ratio has not
exceeded the pre-agreed threshold and, therefore, the financial covenants have
not been breached.
Borrowings reconciliation
2025:
Debt Opening Inflows Repayments Non-cash FX Total
£m £m £m £m £m £m
2026 Senior Unsecured Notes 10.5 - - - - 10.5
$575.0m term loan facility 410.4 - (4.3) 8.4 (28.0) 386.5
€450.0m Senior Secured Floating Rate Notes 359.9 - - 3.6 18.6 382.1
£400.0m Senior Secured Fixed Rate Notes 400.0 - - - - 400.0
€582.0m Senior Secured Fixed Rate Notes - refinanced to €600.0m Senior 471.9 (5.0) - 13.2 24.4 504.5
Secured Fixed Rate Notes
£150.0m and £50.0m Revolving Credit Facility - refinanced to £200.0m 85.0 34.0 (2.8) - 116.2
Revolving Credit Facility
1,737.7 29.0 (4.3) 22.4 15.0 1,799.8
2024:
Debt Opening Inflows Repayments Non-cash FX Total
£m £m £m £m £m £m
2026 Senior Unsecured Notes 10.5 - - - - 10.5
€473.5m term loan facility 385.7 - (383.4) 0.6 (2.9) -
$575.0m term loan facility 401.7 - (5.3) 8.1 5.9 410.4
€450.0m Senior Secured Floating Rate Notes 374.0 - - 3.1 (17.2) 359.9
£400.0m Senior Secured Fixed Rate Notes - 400.0 - - - 400.0
€582.0m Senior Secured Fixed Rate Notes 489.2 - - 3.7 (21.0) 471.9
£150.0m and £50.0 Revolving Credit Facility - 85.0 - - - 85.0
1,661.1 485.0 (388.7) 15.5 (35.2) 1,737.7
23. Financial risk management
The Group's activities expose it to a variety of financial risks. Financial
risk management is primarily carried out with reference to risk management
policies approved by the Board and supervised by the Chief Financial Officer.
The Board approves written principles for risk management. The principal
financial risks faced by the Group comprise liquidity risk, credit risk,
interest rate risk, currency risk and pensions risk. These risks are managed
as described below.
The main financial instruments used by the Group, on which financial risk
arises, are as follows:
· Cash and cash equivalents;
· Trade and other receivables;
· Investment in associates;
· Trade and other payables;
· Customer deposits;
· Lease liabilities;
· Borrowings;
· Derivative financial instruments.
Detailed analysis of these financial instruments is as follows:
2025 2024 (restated)
£m £m
Assets at amortised cost
Cash and cash equivalents (note 19) 231.3 265.4
Trade and other receivables (note 18) 109.7 110.1
Derivative assets held at fair value through the Income Statement
888 Africa convertible loan (note 24) 10.0 11.9
Designated cash flow hedging relationships
Derivative assets designated and effective as cash flow hedging instruments
(note 24):
− Cross-currency swaps - 1.2
Total financial assets 351.0 388.6
Non-financial assets 1,749.9 2,251.7
Total assets 2,100.9 2,640.3
Liabilities held at fair value through the Income Statement
Ante post bets (note 24) 7.3 5.4
Liabilities at amortised cost
Borrowings (note 22) 1,799.8 1,737.7
Trade and other payables (note 20) 192.8 182.4
Customer deposits (note 20) 102.9 118.3
Lease liabilities (note 17) 94.7 95.0
Designated cash flow hedging relationships
Derivative liabilities designated and effective as cash flow hedging
instruments (note 24):
− Cross-currency swaps 55.1 40.7
− Interest rate swaps 0.1 1.0
Total financial liabilities 2,252.7 2,180.5
Non-financial liabilities 522.3 607.6
Total liabilities 2,775.0 2,788.1
Net (liabilities)/assets (674.1) (147.8)
The 2024 comparative totals and the opening consolidated statement of
financial position as at 1 January 2024 have been restated to reflect the
Remote Gaming Duty prior period adjustment (see note 1).
Capital management and financing risk
The Group seeks to maintain an appropriate capital structure which enables it
to continue as a going concern, supports its business strategy and takes into
account the wider economic environment. The Group's capital comprises equity
and debt finance, and these elements are managed to balance the requirements
of the Group and the interests of debt providers. The Group manages its
capital structure through cash flows from operations, the raising or repayment
of debt and the raising of equity capital from investors.
Financing risk is the risk that the Group is unable to access sufficient
finance to refinance its debt obligations as they fall due. The Group manages
this risk by maintaining a balance between different funding sources including
equity and debt. It seeks to mitigate its debt financing risk by diversifying
its sources of debt capital. The Board also seeks to mitigate the Group's
refinancing risk by having an appropriately balanced debt maturity profile.
Credit risk
The Group is exposed to credit risk from counterparties defaulting on their
obligations, resulting in financial loss to the Group. It arises in relation
to transactions with commercial counterparties and financial institutions. It
also arises from customers who have been granted access to credit facilities.
The Group manages its counterparty risk by closely monitoring and, where
appropriate, limiting the amount that can be deposited or accumulated with any
one counterparty. The Group will only deposit funds with pre-approved
financial institutions with specified minimum credit ratings or strong balance
sheet. The Group's policy is to mitigate its credit risk with respect to
derivative transactions by using a number of different counterparties for
material transactions.
Trade receivables
The Group's credit risk on trade receivables arises mainly from balances held
with the Group's payment service providers ("PSPs"). These are third-party
companies that facilitate deposits and withdrawals of funds to and from
customers' virtual wallets with the Group. These are mainly intermediaries
that transact on behalf of debit card companies.
The risk is that a PSP would fail to discharge its obligation with regard to
the balance owed to the Group. The Group reduces this credit risk by:
Monitoring balances with PSPs on a regular basis;
Arranging for the shortest possible cash settlement intervals;
Replacing rolling reserve requirements, where they exist, with a Letter of
Credit by a reputable financial institution;
Ensuring a new PSP is only contracted following various due diligence and
'Know Your Customer' procedures; and
Ensuring policies are in place to reduce dependency on any specific PSP and
limit any concentration of risk.
The Group considers that based on the factors above and on extensive past
experience, the PSP receivables are of good credit quality and there is a low
level of potential bad debt.
An additional credit risk the Group faces relates to customers disputing
charges made to their payment cards ('chargebacks') or any other funding
method they have used in respect of the services provided by the Group.
Customers may fail to fulfil their obligation to pay, which will result in
funds not being collected. These chargebacks and uncollected deposits, when
occurring, will be deducted at source by the PSPs from any amount due to the
Group. As such the Group provides for these eventualities by way of an
expected credit loss provision based on analysis of past transactions. This
provision is set off against trade receivables and at 31 December 2025 was
£nil (2024: £0.7m).
The Group's in-house Fraud and Risk Management department carefully monitors
deposits and withdrawals by following prevention and verification procedures
using internally developed bespoke systems integrated with commercially
available third-party measures.
Cash and cash equivalents
Excess cash is centralised in accounts held by the Group's treasury centres.
Subsidiaries in its other main locations maintain minimal cash balances as
required for their operations. Cash settlement proceeds from PSPs, as
described above, are paid into bank accounts controlled by the Treasury
function.
Customer deposits
Customer deposits are matched by a corresponding liability and progressive
prize pools of an equal value.
Restricted short-term deposits
Restricted short-term deposits are short-term deposits held by banks primarily
to support guarantees in respect of regulated markets licence requirements and
office leases.
The Group's maximum exposure to credit risk is the amount of financial assets
presented above, totalling £351.0m (2024: £381.9m).
Liquidity risk
Liquidity risk is the risk that the Group has insufficient funds available to
settle its liabilities as they fall due. The Group generates strong operating
cash flows and aims to maintain sufficient cash balances to meet its
anticipated working capital requirements based on regularly updated cash flow
forecasts. Liquidity requirements that cannot be met from operational cash
flow or existing cash resources would be satisfied by drawings under the
Group's Revolving Credit Facility and overdraft facility. The following table
details the contractual maturity analysis of the Group's financial liabilities
(undiscounted payments):
2025
On Less than 1 to 5 More than Total
demand 1 year years 5 years £m
£m £m £m £m
Trade and other payables (note 20) - 192.8 - - 192.8
Customer deposits (note 19) 102.9 - - - 102.9
Borrowings - 142.9 1,709.4 646.0 2,498.3
Derivatives and embedded derivatives (note 24) 7.3 58.6 - - 65.9
Lease liabilities (note 17) - 35.0 71.8 11.4 118.2
110.2 429.3 1,781.2 657.4 2,978.1
2024
On Less than 1 to 5 More than Total
demand 1 year years 5 years £m
£m £m £m £m
Trade and other payables (note 20) - 182.4 - - 182.4
Customer deposits (note 19) 118.3 - - - 118.3
Borrowings - 121.8 1,839.2 422.2 2,383.2
Derivatives and embedded derivatives (note 24) 5.4 42.3 10.0 - 57.7
Lease liabilities (note 17) - 35.0 63.6 10.4 109.0
123.7 381.5 1,912.8 432.6 2,850.6
The 2024 comparative totals and the opening consolidated statement of
financial position as at 1 January 2024 have been restated to reflect the
Remote Gaming Duty prior period adjustment (see note 1).
Market risk
Currency risk
A substantial part of the Group's customer deposits and revenues are held and
generated in Pounds Sterling ("GBP") and Euro ("EUR"), with a smaller portion
denominated in other currencies. Operating expenses are largely incurred in
local currencies, primarily GBP, EUR, Israeli New Shekel ("ILS"), US Dollar
("USD"), Canadian Dollar ("CAD"), Romanian Leu ("RON"), Swedish Krona ("SEK"),
Danish Krone ("DKK") and Polish Złoty ("PLN").
The Group has USD and EUR debt servicing costs with a significant proportion
swapped to GBP via cross currency interest rate swaps. As a result of this,
the Group is exposed to the impact of foreign currency fluctuations. The Group
mitigates its exposure to the impact of foreign exchange fluctuations on its
cost base by adopting policies to hedge certain exposures. During 2024, the
Group entered into additional cross-currency swaps in order to hedge the
remaining USD under the Senior Facilities Agreement. However, there can be no
assurance that such hedging will eliminate any potentially material adverse
effect of such fluctuations.
The Group's financial risk arising from exchange rate fluctuations is mainly
attributed to:
· Translation of EUR and USD denominated borrowings in the Group's
balance sheet.
· Mismatches between customer deposits, which are predominantly
denominated in GBP, and the net receipts from customers, which are settled in
the currency of the customer's choice.
· Mismatches between reported revenue, which is mainly generated in
GBP (the Group's reporting currency and the functional currency of the
majority of its subsidiaries), and a significant portion of deposits settled
in local currencies.
· Expenses that are denominated in a currency other than the
functional currency of the relevant entity.
The Group continually monitors the foreign currency risk and takes steps,
where practical, to ensure that the net exposure is kept to an acceptable
level. This includes the potential use of derivative financial instruments to
manage the economic impact of known exposures when considered appropriate.
The tables below detail the monetary assets and liabilities by currency:
2025
EUR USD Other Total
£m £m £m £m
Cash and cash equivalents 106.9 14.5 109.9 231.3
Trade and other receivables 36.2 1.9 71.6 109.7
Derivatives and embedded derivatives - 10.0 - 10.0
Monetary assets 143.1 26.4 181.5 351.0
Trade and other payables (15.0) (1.5) (176.3) (192.8)
Customer deposits (46.4) (3.0) (53.5) (102.9)
Borrowings (904.2) (392.2) (503.4) (1,799.8)
Derivatives and embedded derivatives - (55.2) (7.3) (62.5)
Lease liabilities - IFRS 16 (0.4) - (94.3) (94.7)
Monetary liabilities (966.0) (451.9) (835.7) (2,253.6)
Net financial position (822.9) (425.5) (654.2) (1,902.6)
2024
EUR USD Other Total
£m £m £m £m
Cash and cash equivalents 101.6 37.2 126.6 265.4
Trade and other receivables 53.8 29.8 26.5 110.1
Derivatives and embedded derivatives - 13.1 - 13.1
Monetary assets 155.4 80.1 153.1 388.6
Trade and other payables (43.0) (2.7) (136.7) (182.4)
Customer deposits (36.0) (13.0) (69.3) (118.3)
Borrowings (831.8) (410.4) (495.5) (1,737.7)
Derivatives and embedded derivatives (18.8) (22.9) (5.4) (47.1)
Lease liabilities - IFRS 16 (5.3) (0.1) (89.6) (95.0)
Monetary liabilities (934.9) (449.1) (796.5) (2,180.5)
Net financial position (779.5) (369.0) (643.4) (1,791.9)
The 2024 comparative totals and the opening consolidated statement of
financial position as at 1 January 2024 have been restated to reflect the
Remote Gaming Duty prior period adjustment (see note 1).
Sensitivity analysis
The table below details the effect on profit before tax of a 10% strengthening
(and weakening) in the GBP exchange rate at the balance sheet date for balance
sheet items denominated in Euros:
2025
EUR
10% strengthening (8.1)
10% weakening 8.1
2024
EUR
10% strengthening (6.3)
10% weakening 6.3
The analysis above assumes that all hedges are expected to be highly effective
and it therefore considers the impact of all monetary assets and liabilities
but excludes borrowings (hedged item). The results of the sensitivity analysis
should not be considered as projections of likely future events, gains or
losses as actual results in the future may differ materially.
Interest rate risk
The Group's exposure to interest rate risk relates mostly to cash interest
costs on unhedged borrowings where market rate increases lead to both higher
interest charges to the Group and less freely available cash, with some
limited exposure to interest income on surplus funds held. Changes in market
interest rates also impact the fair value of the Group's swaps portfolio.
The Group's policy is to maintain a minimum of 50% of its debt at fixed
interest rates in order to protect cash flow commitments against rising
interest rates while also maintaining flexibility to incur lower interest in a
decreasing rates environment. As at 31 December 2025, 94% of the Group's
outstanding borrowings was at fixed rates (2024: 94%).
The Group's current approach for surplus funds is to centralise and invest in
interest bearing bank accounts held with its principal bankers to maximise
availability for working capital use.
The following table demonstrates the sensitivity to a 100-basis point change
in interest rates on that portion of loans and borrowings affected. With all
other variables held constant, the Group's profit before tax is affected
through the impact on floating rate borrowings, as follows:
2025
Increase of 100 basis points Decrease of 100 basis points
£m £m
Increase/(decrease) in profit (1.9) 1.9
Increase/(decrease) in equity reserves (1.9) 1.9
2024
Increase of 100 basis points Decrease of 100 basis points
£m £m
Increase/(decrease) in profit (3.2) 3.2
Increase/(decrease) in equity reserves (3.2) 3.2
Cross-currency swaps and interest rate swaps
The Group has executed a series of USD to GBP and EUR to GBP cross-currency
interest rate swaps to provide increased certainty around its interest cash
flow commitments and to better align the currency of interest costs to the
currency of earnings.
As at 31 December 2025, the Group had cross currency interest rate swaps with
total principal of US$536.9m (2024: US$568.0m) and €nil (2024: €482.0m) in
place to hedge both currency and interest rate risk. In addition, at 31
December 2025, the Group had an interest rate swap of €150m (2024:
€150.0m) to hedge Euro interest rate risk.
24. Financial instruments
The hierarchy (as defined in IFRS 13 'Fair Value Measurement') of the Group's
financial instruments carried at fair value at 31 December 2025 was as
follows:
Level 1 Level 2 Level 3
£m £m £m
Financial assets
888 Africa convertible loan - - 10.0
- - 10.0
Financial liabilities
Cross-currency swaps - 55.1 -
Interest rate swaps - 0.1 -
Ante post bet liabilities - - 7.3
- 55.2 7.3
Contractual/notional amount £m
Interest rate swaps 130.8
Cross-currency swaps 398.7
The hierarchy (as defined in IFRS 13 'Fair Value Measurement') of the Group's
financial instruments carried at fair value at 31 December 2024 was as
follows:
Level 1 Level 2 Level 3
£m £m £m
Financial assets
Cross-currency swaps - 1.2 -
888 Africa convertible loan - - 11.9
- 1.2 11.9
Financial liabilities
Cross-currency swaps - 40.7 -
Interest rate swaps - 1.0 -
Ante post bet liabilities - - 5.4
- 41.7 5.4
Contractual/notional amount £m
Interest rate swaps 124.4
Cross-currency swaps 852.4
Ante post bets
Ante post bets are a liability arising from an open position at the year-end
date in accordance with the Group's accounting policy for derivative financial
instruments. Ante post bets at 31 December 2025 totalled £7.3m (2024: £5.4m)
and are classified as current liabilities.
Ante post bet liabilities are valued using methods and inputs that are not
based upon observable market data and all fair value movements are recognised
in revenue in the Consolidated Income Statement. Although the final value will
be determined by future betting outcomes, there are no reasonably possible
changes to assumptions or inputs that would lead to material changes in the
fair value determined. The principal assumptions relate to the Group's
historical gross win margins by betting markets and segments. Although these
margins vary across markets and segments, they are expected to stay broadly
consistent over time, only varying in the short term. The gross win margins
are reviewed annually at each year end. At 31 December 2025, the gross win
margins ranged from 2%-25%.
A reconciliation of movements in the ante post bets liability in the year is
provided below.
Ante post
bet liabilities
£m
At 31 December 2024 5.4
Movement through Income Statement 1.9
At 31 December 2025 7.3
888 Africa convertible loan
On 22 March 2022, the Group entered into a joint venture agreement as 19.9%
owners of 888 Africa Limited ('888 Africa').
Whilst the Group's equity contribution was not material, as part of the joint
venture shareholder agreement, the Group agreed to lend 888 Africa $8.9m
(£7.2m) as a senior secured convertible loan that can be converted into 60.1%
of 888 Africa issued and outstanding shares at the Group's discretion in July
2026. As a result of the conversion option, the loan is deemed to be a
derivative financial asset under IFRS 9 'Financial Instruments' and is held at
fair value through profit and loss.
At 31 December 2025, the convertible loan has been fair valued using the
market approach based on a 2025 revenue multiple in proven African markets.
There are £2.1m fair value losses (2024: nil) recorded in the Consolidated
Income Statement, as a result of the valuation.
888 Emerging loan
On 8 January 2024 the Group entered into a joint venture agreement as 19.9%
owners of 888 Emerging Limited ('888 Emerging') in a similar structure to the
above Africa arrangement. The Group agreed to lend $3.0m (£2.2m), of which
$2.5m (£1.9m) has already been provided, with a conversion option embedded
within the loan which can be converted into 60.1% of 888 Emerging's issued and
outstanding shares. As of 31 December 2025, the fair value of the convertible
option (measured at fair value through profit and loss) is nil as trading
activity is minimal at this early stage of the joint venture. The loan
receivable balance is therefore held at amortised cost.
Hedging reserves reconciliation
The following table identifies the movements in the hedging reserves during
the year for items designated as in a hedging relationship. The significant
increase in hedge‑related costs in 2025 reflects the termination of a
substantial proportion of the Group's cash flow hedging instruments, resulting
in the immediate reclassification to profit or loss of amounts previously
accumulated in the cash flow hedge reserve, together with increased foreign
exchange volatility on USD‑denominated hedges.
2025
Cash flow hedging reserve Cost of hedging reserve
£m £m
As at 1 January 2025 4.7 (0.4)
Change in fair value recorded in OCI 26.9 -
Reclassifications during the period:
Foreign exchange differences on remeasurement (10.3) -
Interest expenses - hedging activities (note 8) (20.5) 0.2
As at 31 December 2025 0.8 (0.2)
2024
Cash flow hedging reserve Cost of hedging reserve
£m £m
As at 1 January 2024 15.7 (1.1)
Change in fair value recorded in OCI 13.1 0.2
Reclassifications during the period:
Foreign exchange differences on remeasurement (12.8) -
Interest expenses - hedging activities (note 8) (11.3) 0.5
As at 31 December 2024 4.7 (0.4)
There were no cash settlements of hedging instruments during the period (2024:
nil).
Contractual maturity analysis
The tables below analyse the Group's financial liabilities into relevant
maturity groupings based on their contractual maturities for net and gross
settled derivative financial instruments.
The amounts disclosed in the table are the contractual undiscounted cash
flows:
31 December 2025
On demand Less than 1 to 5 More than 5 years Total
£m 1 year years £m £m
£m £m
Interest rate swaps
EUR trades - (0.4) - - (0.4)
Cross-currency swaps
USD trades - (58.2) - - (58.2)
Total - (58.6) - - (58.6)
31 December 2024
On demand Less than 1 to 5 More than 5 years Total
£m 1 year years £m £m
£m £m
Interest rate swaps
EUR trades - (0.6) (0.3) - (0.9)
Cross-currency swaps
EUR trades - (17.3) (9.7) - (27.0)
USD trades - (24.4) - - (24.4)
Total - (42.3) (10.0) - (52.3)
25. Deferred tax
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The Group's deferred
tax assets and liabilities resulting from temporary differences, some of which
are expected to be settled on a net basis, are as follows:
As at Prior year adjustments Credit/ Credit/ Arising on business combinations As at
1 January 2025 £m (charge) (charge) £m 31 December 2025
£m to OCI to income £m
£m £m
Fixed asset temporary differences 4.6 (4.5) - 5.5 - 5.6
Intangible assets (174.1) 5.9 - 64.3 - (103.9)
Other temporary differences 30.3 0.7 - (23.8) - 7.2
Restricted interest 17.8 - - 0.9 - 18.7
Tax losses 12.5 2.7 - 11.7 - 26.9
Total (108.9) 4.8 - 58.6 - (45.5)
As at Prior year adjustments Credit/ Credit/ Arising on business combinations As at
1 January 2024 £m (charge) (charge) £m 31 December 2024
£m to OCI to income £m
£m £m (as restated)
Fixed asset temporary differences 7.0 (5.3) - 2.9 - 4.6
Intangible assets (181.5) (0.5) - 11.3 (3.4) (174.1)
Other temporary differences 31.8 0.3 - (1.8) - 30.3
Restricted interest 17.5 - - 0.3 - 17.8
Tax losses 5.3 5.6 - 1.6 - 12.5
Total (119.9) 0.1 - 14.3 (3.4) (108.9)
2025 2024
£m £m
Reflected in the Statement of Financial Position as follows:
Deferred tax assets 34.7 36.3
Deferred tax liabilities (80.2) (145.2)
As at 31 December 2025, the Group has recognised a deferred tax asset of
£33.0m (2024: £31.7m) in relation to expected intellectual property tax
amortisation of £264.3m (2024: £253.6.m) in its wholly owned Irish
subsidiary, Spectate Limited.
The Directors have concluded that there remains convincing evidence that the
Irish subsidiary will continue to generate taxable profits in the future,
against which taxable allowances can be fully utilised. The potential
allowances arose from the transfer of intellectual property rights from an 888
Group company in another jurisdiction to the Group's Irish subsidiary in 2022.
The recovery of the deferred tax asset in Ireland is supported by the receipt
of recurring revenue streams from royalty payments and other receipts from
other Group companies.
The Directors have reviewed the latest forecast for those applicable Group
member companies in their operating markets, including their ability to
continue to generate revenues and therefore for royalty fees to result into
the future. This includes consideration of the commercial plans under the
Group's control, and current and potential future licensing activity. The
Directors believe that the deferred tax asset will unwind over 17 years and as
such have fully recognised the deferred tax asset at 31 December 2025. If
forecast royalty revenues paid to Spectate Limited's are 10% lower than
forecasted, the estimated recovery period of the deferred tax asset would
extend to 23 years (31 December 2024: 19 years).
Deferred tax attributes recognised
The Group has recognised deferred tax assets totalling £34.7m (31 December
2024: £36.3m).
The group has recognised a deferred tax asset of £26.9m (31 December 2024:
£12.5m) in respect of unutilised tax losses, mainly in the UK.
Restricted interest represents a deferred tax asset of £18.7m (31 December
2024: £17.8m) in relation to potential future deductions against UK taxable
profits for interest which has been disallowed in the current or previous
periods under the UK Corporate interest Restriction rules but is available to
be carried forward
The deferred tax asset in respect of UK losses and restricted interest is
recognised to the extent that it could offset taxable income from the reversal
of existing deferred tax liabilities. All losses and tax attributes,
recognised and unrecognised, may be carried forward indefinitely.
Pillar Two income taxes
The Group has applied the exception under IAS 12 to recognising and disclosing
information about deferred tax assets and liabilities arising from the
implementation of Pillar Two income taxes.
Unrecognised deferred tax attributes
As at 31 December 2025, the Group has unutilised tax losses of £100.4m (31
December 2024: £87.3m), carried forward restricted interest in the UK of
£426.4m (31 December 2024: £238.2m) and other temporary differences of
£27.5m, mainly related to provisions, which are not expected to be utilised
against profits in the foreseeable future, and in respect of which no deferred
tax has therefore been recognised.
Deferred tax is not recognised in respect of unremitted earnings from its
investments in subsidiaries and joint ventures, where we are able to control
the timing of such remittances and they are not expected to be made in the
foreseeable future.
No deferred tax has been recognised on unremitted earnings. The amount of such
temporary differences was £150.8m (and tax thereon of £4.4m) (31 December
2024: £141.8m (and tax thereon £4.0m)).
26. Share capital
Share capital comprises the following:
Authorised
31 December 2025 31 December 2024 31 December 2025 31 December 2024
Number Number £m £m
Ordinary Shares of £0.005 each 1,026,387,500 1,026,387,500 5.1 5.1
1. Including 277,484 treasury shares held by the Group at 31
December 2025 (2024: 277,484).
Allotted, called up and fully paid
31 December 2025 31 December 2024 31 December 2025 31 December 2024
Number Number £m £m
Ordinary Shares of £0.005 each at beginning of year 449,713,067 449,045,257 2.2 2.2
Issue of Ordinary Shares of £0.005 each 460,019 667,810 - -
Ordinary Shares of £0.005 each at end of year 450,173,086 449,713,067 2.2 2.2
Note 27 gives details on issue of Ordinary Shares of £0.005 each as part of
the Group's employee share option plan during 2025 and 2024.
27. Share-based payments
Equity-settled share benefit charges
As of 31 December 2025, the Group has equity-settled employee shares and share
options granted under three equity-settled employee share incentive plans. The
888 Long-Term Incentive Plan 2015, which was adopted at the Extraordinary
General Meeting on 29 September 2015, is open to all employees (including
Executive Directors) and full-time consultants of the Group, at the discretion
of the Remuneration Committee. Awards under this scheme will vest in
instalments over a fixed period of at least three years subject to the
relevant individuals remaining in service. Certain awards are subject to
additional performance conditions imposed by the Remuneration Committee at the
dates of grant, further details of which are given in the Directors'
Remuneration Report.
The second is the evoke plc Long-Term Incentive Plan 2023, which was adopted
by shareholders at the Annual General Meeting on 23 May 2023. As a result of
this no further awards have been granted under the 888 Long-Term Incentive
Plan 2015. The evoke plc Long-Term Incentive Plan 2023 is also open to all
employees (including Executive Directors), with awards vesting over a period
to be determined by the Remuneration Committee at the time of grant. Awards
may or may not be subject to additional performance conditions imposed by the
Remuneration Committee.
In addition, on 8 May 2017, the Board adopted a Deferred Share Bonus Plan
(DSBP) in order to allow the Company to comply with the deferral requirement
previously contained in its Directors' Remuneration Policy. As a result of the
deferral requirement set out in the new Directors' Remuneration Policy no
further awards have been granted under the DSBP. Further details are set out
in the Directors' Remuneration Report.
Details of equity-settled shares as part of the All Employee Plan (AEP), the
LTIP and the DSBP are set out below:
Ordinary Shares granted (without performance conditions)
2025 2024
Number Number
Outstanding future vesting equity awards at the beginning of the year 691,038 2,282,514
Future vesting equity awards granted during the year - 230,680
Future vesting equity awards lapsed during the year (340) (1,170,526)
Shares issued upon vesting during the year (460,019) (651,630)
Outstanding future vesting equity awards at the end of the year 230,679 691,038
Averaged remaining life until vesting 0.24 years 0.77 years
The outstanding future vesting equity awards at the end of the year are set
out below:
Deferred Share Bonus Plan
2025 2024
Number Number
Outstanding future vesting equity awards at the beginning of the year - 38,058
Future vesting equity awards granted during the year - -
Future vesting equity awards lapsed during the year - (18,041)
Shares exercised during the year - (20,017)
Outstanding future vesting equity awards at the end of the year - -
Averaged remaining life until vesting - -
Ordinary Shares granted for future vesting are valued at the share price at
grant date, which the Group considers approximates to the fair value. The
Group recognised the following as treasury shares as of 31 December 2025:
(i) 11 March 2022, the Group purchased 356,977 shares on the open
market at an average price of 193.0¢ per share;
(ii) 22 March 2021, the Group purchased 220,225 shares on the open
market at an average price of 362.0¢ per share; and
(iii) 29 April 2020, the Group purchased 130,796 shares on the open
market at an average price of 143.7¢ per share.
Ordinary Shares granted (subject to performance conditions)
2025 2024
Number Number
Outstanding at the beginning of the year 11,342,045 4,434,744
Shares granted during the year 13,568,867 11,545,041
Lapsed future vesting shares (2,505,030) (4,621,560)
Shares issued upon vesting during the year - (16,180)
Outstanding at the end of the year 22,405,882 11,342,045
Averaged remaining life until vesting 1.79 years 2.09 years
The Group granted 13,090,320 shares on 27 March 2025 and 478,547 shares on 19
August 2025 (2024: 11,545,041). The share prices at the grant date were 51¢
and 59¢ respectively. Shares outstanding at the end of the year consist of
22,405,882 shares subject to 50% EPS growth target, and 50% total shareholder
return (TSR).
Further details of performance conditions that have to be satisfied on these
awards are set out in the Directors' Remuneration Report. The EPS growth
target is taken into account when determining the number of shares expected to
vest at each reporting date, and the TSR target is taken into account when
calculating the fair value of the share grant.
Valuation information - shares granted under TSR condition:
Shares granted during the year: 2025 2024
Share pricing model used Monte Carlo Monte Carlo
Determined fair value £0.34 £0.59
Number of shares granted 13,568,867 11,775,694
Average risk-free interest rate 4.10% 3.95%
Average standard deviation 62.1% 58.3%
Average standard deviation of peer group 37.7% 41.9%
Valuation information - shares granted
2025 2024
Without performance conditions With performance conditions Without performance conditions With performance conditions
Weighted average share price at grant date - £0.51 £0.89 £0.88
Weighted average share price at issue of shares £0.56 - £0.68 £0.99
Ordinary Shares granted for future vesting with EPS growth performance
conditions are valued at the share price at grant date, which the Group
considers approximates to the fair value. The restrictions on the shares
during the vesting period, primarily relating to non-receipt of dividends, are
considered to have an immaterial effect on the share option charge.
In accordance with IFRS 2 a charge to the Consolidated Income Statement in
respect of any shares or options granted under the above schemes is recognised
and spread over the vesting period of the shares or options based on the fair
value of the shares or options at the grant date, adjusted for changes in
vesting conditions at each balance sheet date. These charges have no cash
impact.
Share benefit charges
2025 2024
£m £m
Equity-settled charge/(credit) for the year 2.9 2.7
Total share benefit (credit)/charge 2.9 2.7
28. Retirement benefit schemes
William Hill pension schemes
The UK schemes are operated under a single trust and the assets of all the
schemes are held separately from those of the Group in funds under the control
of trustees.
The respective costs of these schemes are as follows:
2025 2024
£m £m
Defined contribution schemes charged to operating profit 8.8 8.8
Defined benefit scheme charged to operating profit 2.7 2.7
Defined contribution schemes
The defined contribution schemes, to which both the Group and employees
contribute to fund the benefits, are available for all eligible employees. The
only obligation of the Group with respect to these schemes is to make the
specified contributions.
The total cost charged to income in respect of these schemes represents
contributions payable to the schemes by the Group at rates specified in the
rules of the respective schemes. At 31 December 2025, contributions of £nil
(31 December 2024: £nil) due in respect of the current reporting period were
outstanding to be paid over to the schemes.
Defined benefit scheme
The Group also operates a defined benefit scheme in the UK for eligible
employees which closed to new members in 2002. Under the scheme, employees are
entitled to retirement benefits varying between 1.67% and 3.33% of final
pensionable pay for each year of service on attainment of a retirement age of
63. With effect from 1 April 2011, the defined benefit scheme was closed to
future accrual but maintains the link for benefits accrued up to 31 March 2011
with future salary increases (up to a maximum of 5% per annum). Employed
members of this scheme were automatically transferred into one of the defined
contribution schemes. The costs of administering the scheme are borne by the
Group.
For the purposes of preparing the information disclosed in these accounts, a
full actuarial valuation of the scheme was carried out at 30 September 2019
and updated to 31 December 2025 by a qualified independent actuary. The
present values of the defined benefit obligation and the related current
service cost were measured using the projected unit credit method and by
rolling forward the results of the 30 September 2019 technical provisions
using actuarial techniques, allowing for cash flows and interest over the
period, differences between the assumptions used to set the technical
provisions and those selected for accounting under IAS 19.
Pension buy-in
On 28 June 2021, a transaction was completed which insured the liabilities of
the legacy William Hill pension 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. As with other bulk annuity
purchases the scheme has carried out, the change was treated as a change in
investment strategy.
At the year-end date, the estimated Defined Benefit Obligation (DBO) for all
insured members was £215.2m (2024: £225.1m). The value of the buy-in
policies was determined to be £215.0m (2024: £225.3m), as the effects of GMP
equalisation were not included in the contract value of the buy-in insurance
policy.
Funding valuation
The general principles adopted by the Trustees for the purposes of this
funding valuation are that the assumptions used, taken as a whole, will be
sufficiently prudent for pensions already in payment to continue to be paid
and to reflect the commitments which will arise from members' accrued pension
rights. The William Hill Group agreed to pay £1.9m per annum in respect of
the costs of insured death benefits, expenses and levies until October 2028.
Disclosure of principal assumptions
The financial assumptions used by the actuary in determining the present value
of the defined benefit scheme's liabilities were:
2025 2024
% %
Rate of increase of pensions (non-pensioner) 2.8 2.9
Rate of increase of pensions (pensioner) 2.9 3.2
Discount rate 5.5 5.4
Rate of RPI inflation (non-pensioner) 2.9 3.1
Rate of RPI inflation (pensioner) 3.0 3.4
Rate of CPI inflation (non-pensioner) 2.5 2.7
Rate of CPI inflation (pensioner) 2.4 2.7
In accordance with the relevant accounting standard, the discount rate has
been determined by reference to market yields at the period end date on
high-quality fixed income investments at a term consistent with the expected
duration of the liabilities. Price inflation is determined by the difference
between the yields on fixed and index-linked Government bonds with an
adjustment to allow for differences in the demand for these bonds, which can
distort this figure. The expected rate of salary growth and pension increases
are set with reference to the expected rate of inflation. No change has been
made to the basis of inflation applied to pension increases in the scheme.
The mortality assumption is kept under review and has been updated. The
current life expectancies for a member underlying the value of the accrued
liabilities are:
Life expectancy at age 65 2025 2024
Years Years
Male retiring now 21.7 21.3
Male retiring in 25 years' time 23.4 23.0
Female retiring now 23.7 23.5
Female retiring in 25 years' time 25.5 25.4
The assets in the scheme are set out in the table below.
2025 2024
£m £m
Total market value of assets 215.0 225.3
Present value of scheme liabilities (215.2) (225.1)
Effect of asset ceiling 0.2 (0.2)
Net assets in scheme at end of year - -
Scheme assets
The Scheme holds buy-in policies whereby the income from the policies exactly
matches the amount and timing of the benefits payable to the insured members.
Therefore, the fair value of the insurance policies is calculated to be the
present value of the related obligations under the assumptions at the balance
sheet date.
2025 2024
£m £m
Buy-in policies 212.5 221.7
Scheme bank account 2.5 2.1
Double insured members - 1.5
Total scheme assets 215.0 225.3
Analysis of the amount charged to operating profit/(loss):
Year to Year to
31 December 2025 31 December 2024
£m £m
Current service cost 0.9 1.0
Administration expenses 1.8 1.7
Total operating charge 2.7 2.7
Analysis of the amounts recognised in the Consolidated Statement of
Comprehensive Income:
2025 2024
£m £m
Actual return less expected return on pension scheme assets 4.5 21.3
Actuarial gain/(loss) on demographic assumptions 1.1 (0.2)
Actuarial gain/(loss) on experience adjustment 1.0 (1.4)
Actuarial loss arising from changes in financial assumptions (7.0) (20.6)
Actuarial remeasurements (0.4) (0.9)
Change in the impact of asset ceiling (0.2) 0.2
Income recognised as other comprehensive income (0.6) (0.7)
Movements in the present value of defined benefit obligations in the period
were as follows:
2025 2024
£m £m
Opening defined benefit obligations 225.1 255.3
Current service cost 0.9 1.0
Interest cost 11.7 11.1
Actuarial gain on financial assumptions (7.0) (20.6)
Actuarial loss/(gain) on demographic assumptions 1.1 (0.2)
Actuarial loss/(gain) on experience adjustment 1.0 (1.4)
Benefits paid (16.7) (19.1)
Insurance premium for risk benefits (0.9) (1.0)
As at 31 December 2025 215.2 225.1
Movements in the present value of fair value of scheme assets in the period
were as follows:
2025 2024
£m £m
Opening scheme assets 225.3 255.4
Interest income on plan assets 11.7 11.1
Return on plan assets (excluding interest income) (4.5) (21.3)
Company contributions 1.9 1.9
Administration expenses charged to operating (loss)/profit (1.8) (1.7)
Benefits paid (16.7) (19.1)
Insurance premium for risk benefits (0.9) (1.0)
As at 31 December 2025 215.0 225.3
Sensitivity analysis of the principal assumptions used to measure scheme
liabilities
As the scheme is now fully bought-in, any changes in the value of the scheme's
liabilities due to changes in the underlying assumptions will be matched by
changes in the value of the scheme's assets (which are measured in line with
the obligations). There would therefore be a nil net balance sheet impact from
any changes in the principal assumptions.
Nature and extent of the risks arising from financial instruments held by the
defined benefit scheme
Through the scheme, following the buy-in, the main risk that the Group has is
counterparty risk, with the insurance company backing the majority of the
policies with the exception of GMP equalisation which is not included in the
contract value of the buy-in insurance policy but is considered immaterial.
Funding
Alongside the risk assessment above, on 30 September 2020, the Group agreed an
ongoing funding requirement with the Trustees which expired on 30 September
2025.
The weighted average duration of the scheme's defined benefit obligation at 31
December 2025 is 14 years (31 December 2024: 14 years).
The undiscounted maturity profile of the defined benefit obligation between
one and ten years is shown below:
2025 2024
£m £m
Less than one year 15.0 14.9
Between one and two years 15.4 15.4
Between two and five years 48.8 48.8
Between five and ten years 90.9 91.3
No allowance is made for commutation lump sums or individual transfers out due
to the fluctuating nature of these payments.
29. Related party transactions
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are not disclosed in this
note. Transactions between the Group and its associate are disclosed below.
Trading transactions
Associates and joint ventures
The Group owns 19.5% of the share capital of its associate Sports Information
Services (Holdings) Limited. For the year to 31 December 2025, the Group made
purchases of £29.3m (year ended 31 December 2024: £30.4m) from Sports
Information Services Limited, a subsidiary of Sports Information Services
(Holdings) Limited. At 31 December 2025, the amount payable to Sports
Information Services Limited by the Group was £nil (31 December 2024: £nil).
During the year, the Group made loans totalling £2.6m (2024: £2.7m) to 888
Africa Ltd and £nil (2024: £1.7m) to 888 Emerging Ltd as part of the joint
venture shareholder agreements. These loans incur interest at 12% per annum
and an ECL provision of 5% is provided in respect of all loans. For the year
ended 31 December 2025 the Group received £1.2m (year ended 31 December 2024:
£1.1m) in revenue from 888 Africa for
the use of the 888 brand.
Remuneration of key management personnel
The aggregate amounts payable to key management personnel, as well as their
share benefit charges, are set out below:
2025 2024
£m £m
Short-term benefits 1.2 1.4
Post-employment benefits 0.1 0.1
Share benefit charges - equity-settled - 0.2
1.3 1.7
Further details on Directors' remuneration are given in the Directors'
Remuneration Report.
30. Contingent assets and liabilities
Legal claims
As at 31 December 2025, potential legal claims of £3.9m (2024: £4.9m)
related to the Austria and Germany provisions (see note 21 for further
details) are deemed to give rise to a possible future cash outflow, as such no
further provision was required at the balance sheet date.
The calculation of the customer claims liability includes provision for both
legal fees and interest but does not include any gaming taxes that have
already been paid on these revenues. Management have assessed that it is
probable as opposed to virtually certain that the tax will be reclaimed and
therefore a contingent asset of up to £22.9m (2024: £27.3m) has been
disclosed for the tax reclaims. Refer to note 21 for further details.
There is a potential risk relating to the outcome of the "Jumpman Gaming"
appeal which is due to be heard at the Upper Tier Tax Tribunal in June 2026.
This relates to the Remote Gaming Duty (RGD) treatment of certain winnings
from free to play games. The taxpayer lost at the First Tier Tax Tribunal and,
if HMRC is successful at the Upper Tier, they may seek to raise assessments
for under declared RGD. The potential exposure to 31 December 2025 is
estimated to be £17.6 million. The Group has not recognised any provision in
respect of this matter as management does not consider any cash outflow to be
probable.
31. Related undertakings
The consolidated financial statements include the following principal
subsidiaries of evoke plc:
Name Jurisdiction Percentage of equity interest Nature of business
888 (Ireland) Limited Malta 100% Holds Irish online betting licence
888 Acquisitions Limited Gibraltar 100% Principal group external borrowing company
888 Acquisitions LLC Delaware 100% Dormant Company
888 Atlantic Limited Gibraltar 100% Holds US B2B licenses
888 Cayman Finance Limited Cayman Islands 100% Holding Company
888 CZ Limited Gibraltar 100% Dormant Company
888 Denmark Limited Malta 100% Holds Danish online gaming licence
888 France Limited (in liquidation) Malta 100% In liquidation
888 Germany Limited Malta 100% Holds German online gaming licences
888 Italia Limited Malta 100% Holds Italian online gaming licence
888 Liberty Limited Gibraltar 100% Holds Delaware B2B licence
888 Netherlands Limited Malta 100% Dormant Company
888 Online Games España, S.A. Ceuta 100% Holds Spanish online gaming licence
888 Portugal Limited Malta 100% Holds Portuguese online gaming licence
888 Romania Limited Malta 100% Held Romanian online gaming licence until Aug 2025
888 Sweden Limited Malta 100% Holds Swedish online gaming licence
888 UK Interactive Holdings Limited England & Wales 100% Holding Company
888 UK Limited Gibraltar 100% Holds UK&I online gaming licence
888 US Holdings Inc. Delaware 100% Holding company
888 US Inc. Delaware 100% Holding company
888 US Limited Gibraltar 100% Holds Nevada IGSP licence
888 US Services Inc. Delaware 100% US operations company
888 VHL UK Holdings Limited England & Wales 100% Holding Company
A.J.Schofield Limited (in liquidation) England & Wales 100% In liquidation
AAPN Holdings LLC Delaware 100% Holding company
AAPN New Jersey LLC New Jersey 100% Dormant Company
Ad-Gency Limited (in liquidation) Israel 100% In liquidation
Admar Services (Gibraltar) Limited Gibraltar 100% Group marketing services company
Admar Services (Malta) Limited Malta 100% Group marketing services company
Arena Racing Limited England & Wales 100% Dormant Company
B.B.O'Connor (Lottery) Limited (dissolved May 2025) Jersey 100% Dissolved
B.J.O'Connor Holdings Limited Jersey 100% Dormant Company
B.J.O'Connor Limited Jersey 100% Holds Class 1 bookmakers licence in Jersey
Baseflame Limited (dissolved Dec 2025) England & Wales 100% Dissolved
Bradlow Limited England & Wales 100% Dormant Company
Brigend Limited Gibraltar 100% Dormant Company
Brooke Bookmakers Limited England & Wales 100% Dormant Company
Camec (Scotland) Limited England & Wales 100% Dormant Company
Camec (Southern) Limited (in liquidation) England & Wales 100% In liquidation
Camec Limited England & Wales 100% Dormant Company
Cassava Enterprises (Gibraltar) Limited Gibraltar 100% Dormant Company
Cassava Holdings Limited Antigua & Barbuda 100% Dormant Company
Cellpoint Investments Limited Cyprus 100% Dormant Company
City Tote Limited (dissolved Dec 2025) England & Wales 100% Dissolved
Concession Bookmakers Limited (dissolved Dec 2025) England & Wales 100% Dissolved
Dansk Underholdning Limited Malta 100% Dormant Company
Deluxe Online Limited (dissolved Dec 2025) England & Wales 100% Dissolved
Deviceguide Limited (dissolved April 2026) England & Wales 100% Dormant Company
Dixie Operations Limited Antigua & Barbuda 100% Dormant company
Entertainment Ventures Europe 2019 Ltd Malta 100% Dormant company
Evenmedia Limited (dissolved Dec 2025) England & Wales 100% Dissolved
Evoke Gaming Ltd Malta 100% Dormant Company
evoke Treasury Services Limited England & Wales 100% Group treasury services company
Fordart Limited Gibraltar 100% Holds gaming supplier contracts
Fred Parkinson Management Limited (dissolved April 2026) England & Wales 100% Dissolved
Gaming Ventures Europe 2019 Limited Malta 100% Dormant company
Gisland Limited Gibraltar 100% 888 Group PSP and Finance Company
Goodfigure Limited (dissolved Dec 2025) England & Wales 100% Dissolved
Grand Parade Limited England & Wales 100% Software development
Grand Parade Sp. z o.o. Poland 100% Software development
Green Gaming Group Ltd Malta 100% Holding company
GUS Carter (Cash) Limited (dissolved April 2026) England & Wales 100% Dissolved
GUS Carter Limited England & Wales 100% Dormant Company
James Lane (Bookmaker) Limited England & Wales 100% Dormant Company
James Lane (Turf Accountants) Limited England & Wales 100% Dormant Company
James Lane Group Limited England & Wales 100% Dormant Company
Laystall Limited England & Wales 100% Dormant Company
Live 5 Holdings Limited England & Wales 100% Dormant Company
Live 5 Limited England & Wales 100% Dormant Company
Matsbest Limited (dissolved April 2026) England & Wales 100% Dissolved
Matsgood Limited (dissolved April 2026) England & Wales 100% Dissolved
Mr Green & CO AB Sweden 100% Holding Company
Mr Green & Co Optionsbarare AB Sweden 100% Dormant Company
Mr Green Consultancy Services Ltd. England & Wales 100% Dormant Company
Mr Green Consulting AB Sweden 100% Dormant Company
Mr Green Limited Malta 100% Mr Green principal operating company
MRG IP Limited Malta 100% Mr Green IP company
MRG Spain PLC (sold 11 March 2026) Malta 100% Sold
New Gambling Solutions S.R.L Romania 51% Romania licensed operating company
New Wave Virtual Ventures Limited Gibraltar 100% Dormant company
Nimverge Tech India Private Limited India 100% Dormant Company
Online Entertainment Limited Gibraltar 100% Dormant Company
Orion Sky Marketing Ltd Gibraltar 51% Marketing Services Company
Phonethread Limited England & Wales 100% Holding Company
Random Logic Limited Israel 100% 888 Israeli operations company
Random Logic IP Limited Israel 100% Dormant Company
Random Logic Ventures Limited Israel 100% Holding company
Regency Bookmakers (Midlands) Limited England & Wales 100% Dormant Company
Selwyn Demmy (Racing) Limited (dissolved April 2026) England & Wales 100% Dissolved
Sparkware Technologies SRL Romania 100% Group services Company
Spectate Limited Ireland 100% 888 brand owner, tech services and other activities
Spectate IP Limited Ireland 100% Dormant Company
T H Jennings (Harlow Pools) Limited England & Wales 100% Dormant Company
Trackcycle Limited (dissolved April 2026) England & Wales 100% Dissolved
VDSL (International) Limited Gibraltar 100% Market operator for Canadian customers
VHL America LLC Delaware 100% Dormant Company
VHL Colorado LLC Colorado 100% Dormant Company
VHL Financing (Malta) Limited Malta 100% Holding Company
VHL Financing Limited Gibraltar 100% Holding company
VHL Indiana LLC Indiana 100% Dormant Company
VHL Iowa LLC Iowa 100% Dormant Company
VHL Louisiana LLC Louisiana 100% Dormant Company
VHL Maryland LLC Maryland 90% Dormant Company
VHL Massachusetts LLC Massachusetts 100% Dormant Company
VHL Michigan LLC Michigan 100% Dormant Company
VHL Missouri LLC Missouri 100% Dormant Company
VHL New Jersey LLC New Jersey 100% Dormant Company
VHL Ohio LLC Ohio 100% Dormant Company
VHL Ontario Limited Gibraltar 100% Provides gaming services via Ontario regulator
VHL Virginia LLC Virginia 100% Dormant Company
Vickers Bookmakers Limited (in liquidation) England & Wales 100% In liquidation
Virtual Digital Services Limited Malta 100% Holds Maltese online gaming licence
Virtual Emerging Entertainment Limited Gibraltar 100% Holding company
Virtual Global Digital Services Limited Gibraltar 100% Holds Gibraltar online gaming licence
Virtual Internet Services Limited Gibraltar 100% Gibraltar operating company
Virtual IP Assets Limited Antigua & Barbuda 100% Dormant company
Virtual Marketing Services (Gibraltar) Limited Gibraltar 100% Marketing services company
Virtual Marketing Services (Ireland) Limited Ireland 100% Dormant Company
Virtual Marketing Services (UK) Limited England & Wales 100% Marketing services company
Virtual Share Services Limited Gibraltar 100% 888 employee share schemes company
Vynplex Limited (dissolved Dec 2025) England & Wales 100% Dissolved
WHG (International) Limited Gibraltar 100% Main Gibraltar operating company, holds gaming licence
WHG (Malta) Limited Malta 100% Dormant company
WHG Ceuta S.A. Ceuta 100% Holds Spanish online gaming license
WHG Customer Services Philippines, INC Philippines 100% Group services company
WHG IP Licensing Limited Gibraltar 100% Dormant Company
WHG ITALIA SrL Italy 100% Italian group services company
WHG Online Marketing Spain S.A. Spain 100% Spanish group services company
WHG Services (Bulgaria) Limited EOOD (in liquidation) Bulgaria 100% In liquidation
WHG Services (Philippines) Limited Gibraltar 100% Dormant Company
WHG Services Limited England & Wales 100% UK group services company
WHG Trading Limited Gibraltar 100% Holding Company
Will Hill Limited England & Wales 100% Holding Company
Will Hill Succursal Argentina Argentina 100% Argentinian branch - dormant
William Hill (Alba) Limited (dissolved April 2026) Scotland 100% Dormant Company
William Hill (Caledonian) Limited Scotland 100% Dormant Company
William Hill (Course) Limited (dissolved Dec 2025) England & Wales 100% Dissolved
William Hill (Edgeware Road) Limited England & Wales 100% Dormant Company
William Hill (Effects) Limited (dissolved April 2026) England & Wales 100% Dissolved
William Hill (Essex) Limited England & Wales 100% Dormant Company
William Hill (Football) Limited (dissolved April 2026) England & Wales 100% Dormant Company
William Hill (Goods) Limited England & Wales 100% Dormant Company
William Hill (IOM) No. 3 Limited Isle of Man 100% Dormant Company
William Hill (London) Limited (dissolved April 2026) England & Wales 100% Dissolved
William Hill (Malta) Limited Malta 100% Dormant Company
William Hill (Midlands) Limited England & Wales 100% Dormant Company
William Hill (North Eastern) Limited England & Wales 100% Dormant Company
William Hill (North Western) Limited England & Wales 100% Dormant Company
William Hill (Northern) Limited (in liquidation) Scotland 100% In liquidation
William Hill (Products) Limited (dissolved December 2025) England & Wales 100% Dissolved
William Hill (Resources) Limited England & Wales 100% Dormant Company
William Hill (Scotland) Limited Scotland 100% Dormant Company
William Hill (Southern) Limited England & Wales 100% Dormant Company
William Hill (Strathclyde) Limited (in liquidation) Scotland 100% In liquidation
William Hill (Supplies) Limited (dissolved December 2025) England & Wales 100% Dissolved
William Hill (Wares) Limited (dissolved April 2026) England & Wales 100% Dissolved
William Hill (Western) Limited England & Wales 100% Dormant Company
William Hill Bookmakers (Ireland) Limited Ireland 100% Dormant Company
William Hill Call Centre Limited Ireland 100% Dormant Company
William Hill Cayman Holdings Limited Cayman Islands 100% Holding Company
William Hill Credit Limited England & Wales 100% Dormant Company
William Hill Employee Shares Trustee Limited (dissolved April 2026) England & Wales 100% Dissolved
William Hill Finance Limited England & Wales 100% Holding Company
William Hill Gametek AB Sweden 100% Dormant company
William Hill Global PLC Malta 100% Holds sports and gaming licences for smaller markets
William Hill Holdings Limited England & Wales 100% Holding Company
William Hill Investments Limited England & Wales 100% Holding Company
William Hill Limited England & Wales 100% Holding Company
William Hill Malta PLC Malta 100% Holds Italian online gaming licence
William Hill Offshore Limited Ireland 100% Dormant Company
William Hill Organization Limited England & Wales 100% Main UK operating company, including Retail
William Hill Steeplechase Limited Gibraltar 100% Dormant company
William Hill Technology Services Private Limited India 100% Group Technology Services Company
William Hill Trustee Limited England & Wales 100% Acting as Trustee to the William Hill Pension Scheme
Willstan Properties Limited Northern Ireland 100% Dormant Company
Willstan Racing (Ireland) Limited Ireland 100% Dormant Company
Willstan Racing Holdings Limited England & Wales 100% Dormant Company
Willstan Racing Limited England & Wales 100% Dormant Company
Windsors (Sporting Investments) Limited England & Wales 100% Dormant Company
Wise Entertainment DK ApS (in liquidation) Denmark 100% In liquidation
Wizard's Hat Limited Malta 100% Dormant Company
32. Post balance sheet events
On 31 March 2026, the Group announced the planned closure of c.15% of its
retail stores following a comprehensive review of the retail estate and
operating model that identified that parts of the estate are no longer
commercially viable. This followed the closure of 68 shops in Q4 2025 that
were identified as phase 1 of the same programme. Whilst this is a
non-adjusting post balance sheet event, the combined programme is currently
expected to improve Adjusted EBITDA by £11m on a fully annualised basis with
c.£13m of associated cash costs of closure, £2m of which was incurred in
2025 with the balance to be incurred in 2026.
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 50p per share. At the date
of this report discussions remain ongoing.
Appendix 1 - Alternative Performance Measures
In reporting financial information, the Board uses various Alternative
Performance Measures ("APMs") which it believes provide useful additional
information for understanding the financial performance and financial health
of the Group. These APMs should be considered in addition to IFRS measures and
are not intended to be a substitute for them. Since IFRS does not define APMs,
they may not be directly comparable to similar measures used by other
companies.
The Board uses APMs to improve the comparability of information between
reporting periods by adjusting for non-recurring or uncontrollable factors
which affect IFRS measures, to aid users in understanding the Group's
performance.
Consequently, the Board and management use APMs for performance analysis,
planning, reporting and incentive-setting.
APM Closest equivalent IFRS measure Definition/purpose Reconciliation/calculation
Adjusted EBITDA Operating profit/loss Adjusted EBITDA is defined as operating profit or loss excluding share benefit A reconciliation of this measure is provided on the face of the Consolidated
charges, foreign exchange, depreciation and amortisation, fair value gains and Income Statement.
any exceptional items which are typically non-recurring in nature.
Adjusted EBITDA margin No direct equivalent Adjusted EBITDA margin is defined as adjusted EBITDA divided by revenue. It is See note A.
a measure of the business's profitability and also measures how much revenue
the business converts into underlying profitability. Improving adjusted EBITDA
margin is a key strategic priority for the Group.
Adjusted basic and diluted EPS Earnings per share Adjusted basic EPS is defined as adjusted profit after tax attributable to Reconciliations of these measures are provided in note 10 of the financial
equity holders of the parent divided by the weighted average number of statements.
ordinary shares in issue and outstanding during the year during the financial
year.
Adjusted diluted EPS is defined as adjusted profit after tax attributable to
equity holders of the parent divided by the Weighted average number of
dilutive ordinary shares.
Adjusted profit after tax Profit after tax Adjusted profit after tax is defined as profit after tax before amortisation A reconciliation of this measure is disclosed in note 10 of the financial
of acquired intangibles and finance fees, foreign exchange, share benefit statements.
charges, exceptional items, fair value gains and tax on exceptional items.
Exceptional and adjusted items No direct equivalent Exceptional items are those items the Directors consider to be one-off or Exceptional items and adjusted items are included on the face of the
material in nature or size that should be brought to the reader's attention in Consolidated Income Statement with further detail provided in note 3 of the
understanding the Group's financial performance. financial statements.
Adjusted items are recurring items that are excluded from internal measures of
underlying performance, and which are not considered by the Directors to be
exceptional. This relates to the amortisation of specific intangible assets
recognised in acquisitions and finance fees, foreign exchange, fair value
gains and share benefit charges.
Effective tax rate Income tax expense This measure is the tax charge for the year divided by profit before tax, Effective tax rate is disclosed in note 9 of the financial statements.
expressed as a percentage.
Effective tax rate on adjusted profit No direct equivalent This measure is the tax charge for the year, adjusted for the tax effect of Adjusted effective tax rate is disclosed in note 9 of the financial
adjusted items, divided by adjusted profit before tax, expressed as a statements.
percentage.
Leverage ratio No direct equivalent Leverage ratio is calculated as net debt divided by the previous 12-months See note B.
adjusted EBITDA. Net debt comprises the principal outstanding balance of
borrowings, the fair value of the derivative swaps held against this debt,
accrued interest on those borrowings and lease liabilities less cash and cash
equivalents (excluding customer deposits).
Note A
Retail UK&I Online International Corporate Total
£m £m £m £m £m
2025
Revenue from continuing businesses 501.0 674.0 606.9 - 1,781.9
Adjusted EBITDA 55.0 151.3 175.4 (25.5) 356.2
Adjusted EBITDA margin % 11.0% 22.4% 28.9% N/A 20.0%
2024
Revenue from continuing businesses 506.1 693.2 555.2 - 1,754.5
Adjusted EBITDA 66.4 142.7 130.0 (26.6) 312.5
Adjusted EBITDA margin % 13.1% 20.6% 23.4% N/A 17.8%
Note B
2025 2024
£m £m
Borrowings (1,799.8) (1,737.7)
Add back loan transaction fees (41.4) (61.6)
Add derivatives (55.2) (40.5)
Gross borrowings (1,896.4) (1,839.8)
Lease liability (94.7) (95.0)
Cash (excluding customer balances) 128.4 147.1
Net debt (1,862.7) (1,787.7)
Adjusted EBITDA 356.2 312.5
Financial leverage ratio 5.2 5.7
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