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REG - Rank Group PLC - Final Results

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RNS Number : 2808V  Rank Group PLC  14 August 2025

News release

LEI: 213800TXKD6XZWOFTE12

14 August 2025

The Rank Group Plc ('Rank' or the 'Group')

Preliminary results for the 12 months ended 30 June 2025

Strong returns on investment drive revenue and profit growth; land-based
casino reforms now underway

Rank (LSE: RNK) is pleased to announce its preliminary results for the 12
months ended 30 June 2025 ('FY').

Financial highlights

                                                                2024/25   2023/24   Change
 Financial  Group underlying LFL net gaming revenue (NGR)(1,2)  £795.3m   £716.3m   11%

 KPIs
            Venues underlying LFL NGR(1,2)                      £559.6m   £502.2m   11%
            Digital underlying LFL NGR(1,2)                     £235.7m   £214.1m   10%
            Underlying LFL operating profit(1,2)                £63.7m    £46.3m    38%
            Net cash pre IFRS 16                                £45.4m    £20.9m    117%
            Underlying earnings per share(2)                    9.1p      5.9p      54%
            Return on Capital Employed (ROCE)                   14.5%     10.3%     4.2 %pts

 

                                             2024/25   2023/24   Change
 Statutory     Reported NGR                  £795.4m   £734.7m   8%

 performance
               Total Group operating profit  £67.0m    £29.4m    128%
               Profit before taxation        £53.9m    £15.5m    248%
               Profit after taxation         £44.6m    £12.0m    272%
               Net free cash flow            £27.7m    £27.6m    -
               Net debt                      £130.8m   £132.5m   1%
               Basic earnings per share      9.5p      2.7p      252%
               Dividend per share            2.60p     0.85p     206%
 1.        On a like-for-like ('LFL') basis which removes the impact of
 club openings, closures, foreign exchange movements and discontinued
 operations.

 2.        Excludes separately disclosed items.

 

Continued improvement in financial performance

 ·             Like-for-like ('LFL') Net Gaming Revenue ('NGR') of £795.3m, up 11%
               year-on-year with all businesses in growth.
 ·             Underlying LFL operating profit increased 38% to £63.7m (2023/24: £46.3m),
               reflecting the Group's operational leverage, with an underlying LFL operating
               margin of 8.0%, up from 6.5% in the prior year.
 ·             Statutory Group operating profit of £67.0m compared to £29.4m in 2023/24.

 ·             Net free cash flow of £27.7m in the year (2023/24: £27.6m), with increased
               profits offset by a step-up in the Group's capital investment programme. Net
               cash pre IFRS 16 was £45.4m at the year end.

 ·             Return on capital employed of 14.5%, up from 10.3%, introduced as a new APM,
               as the Group's capital investment programme delivers strong results.

 ·             The Board has recommended a final dividend of 1.95 pence per share, taking the
               total dividend for the year to 2.60 pence per share.

Further progress against the strategic plan supported by targeted investments

 ·             Double digit revenue growth in Grosvenor, +14%, and Digital, +10%, where
               significant investment has been targeted.

 ·             Average NGR per week in Grosvenor was £7.3m, up from £6.3m in the prior
               year. Continued improvements in product offering, customer risk management
               systems and further enhancements in the quality of the customer experience
               support the expectation that Grosvenor can deliver an underlying rate of
               £8.0m NGR per week excluding the benefits of the land-based casino reforms.

 ·             Transformative land-based casino reforms passed into law in July 2025 will see
               gaming machine numbers across our 50 Grosvenor venues increase by around 850
               in 2025/26, beyond our existing estate of 1,367 B1 gaming machines. Sports
               betting will be introduced in 38 venues, allowing us to better meet customer
               expectations and broaden the appeal of casinos.

 ·             Digital LFL revenue growth of 10% is in line with the expected 8-12% CAGR over
               the medium term. Operating margin has improved materially despite the
               regulatory headwinds from the Gambling Act Review. The continued benefits of
               Rank's proprietary platforms have delivered new apps, products and content
               consistent with the commitment to offering seamless, cross-channel customer
               experiences.

 ·             Mecca venues grew NGR by 5% on a LFL basis, supported by selected investments
               in gaming machine areas and external signage schemes, in an ever-improving
               estate of 50 venues with strong bingo liquidity.

 ·             Enracha LFL revenues up 9% with clear evidence that investment in the gaming
               machine offering is driving customer visits and increased spend in our venues.

 ·             Safer gambling improvements continue to be delivered through better use of
               technology, enhanced risk management processes and the further development of
               colleague skillsets. All data points for our proprietary safer gambling tool,
               Hawkeye, are now sourced from our central customer engagement platform,
               providing richer real time data to further enhance our player protection
               environment.

 ·             In January 2025, £100m of the current £120m bank facility was extended until
               January 2028 ensuring the Group retains an appropriate financing structure.

 ·             Group employee engagement score increased by 0.4 points to 8.3, placing Rank
               in the top quartile of the consumer industry benchmark, a clear illustration
               of the strong commitment, of our 7,776 colleagues across the Group, to
               delivering exciting and entertaining experiences for our customers.

 

Current trading and outlook

We have made a good start to the new financial year with Group NGR up 9% for
the first 6 weeks and we are well placed to meet current expectations in
2025/26.

 

John O'Reilly, Chief Executive of The Rank Group Plc said:

"We have had another successful year, delivering revenue growth and profit
ahead of our expectations. Both online and in our venues the customer reaction
to the investments we are making in our businesses has been excellent. We are
growing profitability and have a strong net cash position which will enable
both continued investment and progressive dividend returns for our
shareholders.

With the long-awaited legislative reforms for casinos now delivered, the Group
is at an exciting inflection point. The Grosvenor business will benefit from
the higher gaming machine allocations and the introduction of sports betting
which will better meet existing customer needs and increase the attractiveness
of casinos to a broader base of consumers. Our bingo businesses continue to
strengthen as we invest in the quality and value of the customer offering. Our
online business is tracking to the expected 8-12% revenue growth rate as we
drive the benefits of our proprietary technology and develop seamless
cross-channel experiences for our customers. We have a very strong roadmap of
opportunity to build further success for the Rank Group over the coming years.

I would like to recognise the exceptional work of my colleagues across the
Rank Group whose unwavering commitment to delivering outstanding customer
service continues to be the cornerstone of our financial performance."

Definition of terms:

 ·             Net gaming revenue ('NGR') is revenue less customer incentives;
 ·             Underlying measures exclude the impact of amortisation of acquired
               intangibles; profit or loss on disposal of businesses; acquisition and
               disposal costs including changes to deferred or contingent consideration;
               impairment charges; reversal of impairment charges; restructuring costs as
               part of an announced programme; retranslation and remeasurement of foreign
               currency contingent consideration; discontinued operations, significant
               material proceeds from tax appeals and the tax impact of these, should they
               occur in the period.  Collectively these items are referred to as separately
               disclosed items ('SDIs');
 ·             Underlying operating profit is operating profit before SDIs
 ·             Underlying earnings per share is calculated by adjusting profit attributable
               to equity shareholders to exclude SDIs;
 ·             'FY 2024/25' refers to the 12-month period to 30 June 2025 and 'FY 2023/24'
               refers to the 12-month period to 30 June 2024;
 ·             Like-for-like ('LFL') measures have been disclosed in this report to show the
               impact of club openings, closures, acquired businesses, foreign exchange
               movements and discontinued operations;
 ·             Prior year LFL measures are amended to show an appropriate comparative for the
               impact of club openings, disposals, closures acquired businesses, foreign
               exchange movements and discontinued operations;
 ·             The Group results make reference to 'underlying' results alongside our
               statutory results, which we believe will be more useful to readers as we
               manage our business using these adjusted measures.  The directors believe
               that SDIs impair visibility of the underlying performance of the Group's
               business because these items are often material, non-recurring and do not
               relate to the underlying trading performance.  Accordingly, these are
               excluded from our non-GAAP measurement of revenue, EBITDA, operating profit,
               profit before tax and underlying EPS.  Underlying measures are the same as
               those used for internal reports.  Please refer to APMs for further details;
 ·             Venues includes Grosvenor venues, Mecca venues and Enracha venues.
 ·             Return on capital employed (ROCE) has been introduced as an alternative
               performance measure in 2024/25. It is calculated as Underlying LFL operating
               profit divided by average capital employed. Average capital employed is the
               average of opening and closing capital employed. See page 31 for the full
               calculation.

Enquiries

 

The Rank Group Plc

David Williams, Director of Corporate Affairs and Investor Relations (inc.
media enquiries) Tel: 01628 504 295

 

FTI Consulting LLP

Ed
Bridges
Tel: 020 3727 1067

Alex
Beagley
Tel: 020 3727 1045

 

Photographs available from www.rank.com (http://www.rank.com/)

 

 

Analyst meeting and webcast details:

Thursday 14 August 2025

There will be an analyst meeting at 9.30am, admittance to which is by
invitation only. There will also be a simultaneous webcast of the meeting.

 

For the live webcast, please register at www.rank.com or on
https://brrmedia.news/RNK_FY_24/25 (https://brrmedia.news/RNK_FY_25)

A replay of the webcast and a copy of the slide presentation will be made
available on the website later. The webcast will be available for a period of
six months.

 

 

Forward-looking statements

This announcement includes 'forward-looking statements'. These statements
contain the words 'anticipate', 'believe', 'intend, 'estimate', 'expect' and
words of similar meaning. All statements, other than statements of historical
facts included in this announcement, including, without limitation, those
regarding the Group's financial position, business strategy, plans and
objectives of management for future operations (including development plans
and objectives relating to the Group's products and services) are
forward-looking statements that are based on current expectations. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors that could cause the actual results, performance,
achievements or financial position of the Group to be materially different
from future results, performance, achievements or financial position expressed
or implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Group's operating performance,
present and future business strategies, and the environment in which the Group
will operate in the future. These forward-looking statements speak only as at
the date of this announcement. Subject to the Listing Rules of the Financial
Conduct Authority, the Group expressly disclaims any obligation or
undertaking, to disseminate any updates or revisions to any forward-looking
statements, contained herein to reflect any change in the Group's
expectations, with regard thereto or any change in events, conditions or
circumstances on which any such statement is based. Past performance cannot be
relied upon as a guide to future performance.

Group performance review

                                   2024/25  2023/24   Change
                                   £m       £m       %
 Total Net Gaming Revenue          795.4    734.7    8%
 LFL Net Gaming Revenue            795.3    716.3    11%
 Grosvenor Venues                  378.4    331.3    14%
 Mecca Venues                      140.3    133.3    5%
 Enracha Venues                    40.9     37.6     9%
 Digital                           235.7    214.1    10%

 Underlying operating profit       63.7     46.3     38%
 Underlying LFL operating profit   63.7     46.3     38%
 Grosvenor Venues                  32.0     23.7     35%
 Mecca Venues                      3.4      3.6      (6)%
 Enracha Venues                    10.8     9.4      15%
 Digital                           33.3     23.7     41%
 Corporate costs                   (15.8)   (14.1)   (12)%

 Separately disclosed items         2.5     (18.0)   -
 Underlying net financing charge   (12.3)   (12.8)   4%
 Statutory profit before taxation  53.9     15.5     248%
 Taxation                          (9.3)    (3.5)    (166)%
 Statutory profit after taxation   44.6     12.0     272%

 Underlying earnings per share     9.1p     5.9p     54%
 Dividend per share                2.60p    0.85p    206%
 Net debt                          130.8    132.5    1%
 Net cash pre IFRS 16              45.4      20.9    117%
 Net free cash flow                27.7     27.6     0%
 Capital expenditure               58.5     46.7     (25)%

 

 

Growth in all divisions

 

The year was marked by continued strong momentum, with revenue growth across
all businesses, and profit growth supported by strong returns on investment.
We have delivered against our strategic priorities of sustained growth in our
Grosvenor venues; accelerating growth and driving scale in digital; and
maximising cash in our bingo businesses. In particular, we have seen strong
growth in our Grosvenor venues and UK digital business, the two businesses
where significant investment has been targeted.

 

Across the Group, like-for-like ('LFL') Net Gaming Revenue ('NGR') of £795.3m
was an increase of 11% on the prior year.

 

In Grosvenor venues, where the ambition has been to deliver sustained growth,
LFL NGR grew 14% on prior year with very strong growth of 17% outside of
London and a 9% growth in London, with the flagship Grosvenor Victoria Casino
(The Vic) on Edgware Road impacted by major refurbishment works throughout
most of the year. Customer visits across the Grosvenor estate grew 3% and
spend per visit grew 11%.

 

Mecca Bingo grew LFL NGR by 5% as we continue to focus on growing revenue,
driving cost efficiencies and maximising the medium-term cash returns from the
business. Visitor numbers were flat year on year with spend per visit
increasing 5%.

 

Our UK venues businesses Grosvenor (4,359 employees) and Mecca (1,556
employees) faced material pressures from higher national minimum wage and
employer national insurance costs. LFL employment costs rose from £244.7m in
2023/24 to £271.1m in 2024/25, in line with the expectations set out in our
2024/25 Interim Results. Unlike many other hospitality businesses, gambling
companies cannot readily pass these cost increases on to the consumer in the
form of higher prices.

 

Our Enracha venues in Spain delivered another strong performance, with LFL NGR
growth of 9% secured through a 3% growth in visitor numbers and a 6% increase
in spend per visit.

 

In Digital, where we continue to pursue accelerated growth as a cornerstone of
the Group's investment case, LFL NGR grew 10%. Digital growth of 12% in the UK
reflects continued strong performance from the Grosvenor and Mecca
cross-channel brands. In Spain revenue was flat year on year with key
developments underway to return the business to growth in the first half of
2025/26. In December 2024 we disposed of the UK digital non-proprietary
('multi-brands') business. All of the Group's digital brands are now utilising
our proprietary platform technology.

Enabling priorities underpin the strong performance

 

The strong revenue growth has been underpinned by our three enabling
priorities: technology and data; safer gambling, and people and culture.

 

Our technology roadmap continues to focus on delivering a seamless
cross-channel experience for our customers, leveraging the competitive sweet
spot that we enjoy over competitors with our casino-first and bingo-first
offering with leading brands, supported by our nationwide estate of venues.
Meeting the changing needs and exceeding the expectations of our customers is
the driver of our investment in technology, as we increasingly focus on
personalising experiences across our brands. This year, we have successfully
migrated our proprietary technology to the cloud, enhancing our scalability,
improving our technical reliability and securing operational efficiencies. The
delivery of a single cross-channel membership system for Mecca in the coming
months will complete a step-change in how we utilise data to significantly
improve the cross-channel customer experience.

 

Safer gambling remains at the heart of what we do and how we generate
sustainable growth. Ongoing improvements to the capabilities and training of
our dedicated safer gambling teams and wider customer-facing colleagues
alongside our proprietary monitoring technology help us to make continued
progress. This ensures that our teams are identifying potential harmful play
and providing early, and high quality, customer interactions.

 

Talented and committed people are essential in a service-orientated
hospitality business, and our investment in colleagues is evidenced by an
overall employee engagement score of 8.3, up from 7.9, placing Rank in the top
quartile of the consumer industry benchmark. Customer Net Promoter Score (NPS)
across Rank's businesses increased from 52 to 54 over the course of the year,
a further endorsement of the service quality being delivered by colleagues.

 

Operating profit

 

The NGR growth across all our businesses has converted to a strong profit
performance, which has been ahead of our expectations.

 

Underlying LFL operating profit for the Group increased to £63.7m, up 38%
from £46.3m in 2023/24, which was itself more than double the £19.7m profit
outturn in 2022/23. We are now delivering consistently strong growth numbers
with a clear path towards Rank's target of at least £100m annual operating
profit in the medium term.

 

The Group's underlying LFL operating margin of 8.0%, up from 6.5% in 2023/24,
is primarily a result of improved revenues, partially offset by increased
employment costs and higher depreciation costs, reflecting the increase in
capital investment.

 

Statutory total Group operating profit for the period was £67.0m (2023/24:
£29.4m).

 

Separately disclosed items ('SDIs')

 

Separately disclosed items in the year totaled a £2.5m credit, (2023/24:
£18.0m charge) including the profit on the sale of the UK digital
non-proprietary business in H1 and credits associated with the historic
closure of venues. These were offset by the amortisation of intangible assets
and property-related provisions.

 

Underlying net financing charge

The £12.3m underlying net financing charge for the year was lower than the
prior period's charge of £12.8m, due to lower facility drawings through the
year and lower loan amortisation costs. The underlying net financing charge
includes £8.6m of lease interest calculated under IFRS 16.

Taxation

The underlying effective corporation tax rate for 2024/25 was 18.1% (2023/24:
18.8%). We expect the underlying effective tax rate for 2025/26 to be between
20% and 22%, being below the UK statutory tax rate, on account of
international profits being taxed at lower rates than in the UK.

On a statutory basis, the Group had an effective tax rate of 17.3% (2023/24:
22.6%). This is lower than the effective tax rate on underlying profit due to
some of the separately disclosed items not attracting a tax charge.

The Group had an effective cash tax rate of (2.2)% (2023/24: (15.5)%. The cash
tax rate differs from the standard rate of UK tax due to tax refunds, brought
forward tax losses and dividend refund claims in Malta.

The Group is expected to have a cash tax rate of approximately 7-9% for the
year ended 30 June 2026. The cash tax rate is driven by the utilisation of
brought forward tax losses to offset taxable profits arising in the UK.

Earnings per share ('EPS')

Underlying EPS increased to 9.1p from 5.9p in the prior year, driven by the
improvement in underlying LFL operating profit and lower net financing
charges. Total EPS increased to 9.5p from 2.7p in 2023/24.

Cash flow and net debt

As at 30 June 2025, the Group had a closing net cash balance (excluding lease
liabilities) of £45.4m.

Net debt was £130.8m. Debt comprised £30.0m of term loan and £176.2m in
finance leases, offset by cash at bank of £75.4m.

On 9 January 2025, the Group extended £100.0m of its £120.0m total bank
facilities for a further 12 months, ensuring appropriate financing is in place
until January 2028. We have significant headroom against all the financial
covenants associated with our bank facilities.

 

                                                       2024/25    2023/24

                                                      £m         £m
 Operating profit from continuing operations          63.7       46.3
 Depreciation and amortisation                        52.8       47.7
 Working capital and others                           10.9       25.1
 Cash inflow from operations                          127.4      119.1
 Capital expenditure                                  (58.5)     (46.7)
 Net interest and tax                                 (2.0)      (5.7)
 Lease payments                                       (39.7)     (39.0)
 Cashflows in relation to Separately Disclosed Items  0.5        (0.1)
 Net free cash flow                                   27.7       27.6
 Business disposal                                    3.8        (0.8)
 Dividend paid                                        (7.0)      -
 Total cash inflow                                    24.5       26.8
 Opening net cash / (debt) pre IFRS 16                20.9       (5.9)
 Closing net cash pre IFRS 16                         45.4       20.9
 IFRS 16 lease liabilities                            (176.2)    (153.4)
 Closing net debt post IFRS 16                        (130.8)    (132.5)

 

Whilst still an inflow, working capital was lower in 2024/25 due to the
reinstatement of employee bonuses in the prior year.

 

Capital allocation policy and dividend

 

It is the Board's primary intention to ensure the Group maintains a strong
balance sheet position and has appropriate financing in place to manage
operational requirements.

 

We have introduced return on capital employed (ROCE) as an alternative
performance measure on which we will regularly report and which will form part
of senior management remuneration. In 2024/25, ROCE was 14.5%, up from 10.3%
in 2023/24 and 4.0% in 2022/23.

The Group will continue to invest capital in a disciplined manner to generate
attractive returns by improving the customer proposition and maximising the
opportunity presented by the forthcoming land-based casino reforms. This
includes addressing the historical backlog of infrastructure investment that
is required to ensure our venues are operating effectively, an area in which
we have made good progress over the last two years.

Growth capital expenditure is subject to strict hurdle rates, typically with a
payback of three years or less. We will prioritise investment in venues based
on the clearest growth opportunities, the competitive potential in local
markets, and investments that allow us to quickly assess the impacts of the
land-based casino reforms.

The Group will make returns to shareholders by way of an ordinary dividend,
operating a progressive dividend policy, with a payout ratio that is expected
to grow to over 35% in the medium term.

After consideration of inorganic growth opportunities that align with the
Group's strategic plan, any surplus capital will be returned to shareholders
through supplementary returns at the Board's discretion.

In line with the above dividend policy, the Board is recommending a final
dividend of 1.95 pence per share. Subject to shareholder approval, the final
dividend will be paid on 24 October 2025 to shareholders on the register as at
19 September 2025. The total dividend declared for 2024/25 is 2.60 pence per
share, up from 0.85 pence in 2023/24.

Business review

Grosvenor venues

Key financial performance indicators:

                                         2024/25   2023/24  Change

                                        £m         £m
 LFL(1) NGR                             378.4      331.3    14%

 London                                 117.5      108.1    9%

 Rest of the UK                         260.9      223.2    17%
 Total NGR                              378.4      331.3    14%
 Underlying(2) LFL(1) operating profit  32.0       23.7     35%
 Total operating profit                 29.8       16.5     81%
 1.        Results are presented on a like for like ('LFL') basis which
 removes the impact of club openings, club closures, foreign exchange movements
 and discontinued operations.

 2.        Before the impact of separately disclosed items.

The Grosvenor Casinos business has delivered another year of very strong
revenue and earnings growth.

 

Underlying LFL NGR grew 14% compared to the prior year, and at a higher rate
than the 9% growth seen in 2023/24. The average weekly NGR for the year was
£7.3m per week, up from £6.3m in the prior year and ahead of the target of
achieving average weekly revenues of £7m per week. In the interim results we
increased our expectations that, excluding the legislative reforms in the
Gambling Act review, we would grow Grosvenor's average weekly NGR to at least
£8.0m per week in the medium term.  The success of 2024/25 positions the
business firmly on this pathway.

 

The revenue growth was delivered through visitor numbers growing 3% and an
increase of 11% in spend per visit. The business saw an improvement in table
margin of 1.7 percentage points in the year, the result of continued benefits
from the investment in both table equipment and the table management system
being progressively rolled out across the estate. London venues grew NGR 9%
with the rest of the UK growing 17%. The relative underperformance of our
London venues is largely the result of the major refurbishment works at the
Grosvenor Victoria Casino (the Vic) on London's Edgware Road, which took place
from October 2024 and successfully concluded in July 2025. Excluding The Vic,
LFL NGR grew 21% in London.

 

The revenue growth being delivered in the Grosvenor business is the result of
the significant and targeted investments that we have made in our venues, an
improved product offering, improvements to customer risk management, and our
people and culture. They are an encouraging prelude to the growth that we
anticipate as a result of the land-based casino reforms of higher machine
allocations and sports betting which came into force on 22 July 2025.

 

At a product level, table gaming revenues grew 18% on the prior year,
benefiting from the 1.7 percentage point increase in the table gaming margin
and growth in stakes/handle.

 

Electronic gaming revenues grew 21% on prior year. 726 electronic roulette
terminals have been upgraded since January 2022, at a total cost of £10.7m,
with 545 new terminals upgraded in the past year. Blackjack and baccarat have
also been added to the electronic offering to broaden the customer appeal.

 

Increasingly, our customers enjoy the appeal of gaming machines, but
legislation has hitherto constrained the supply of machines resulting in unmet
demand from customers. LFL growth in the year has, therefore, been relatively
modest at 8%. We expect this will be transformed with the rollout of new
gaming machines, permitted by the increase in machine allocations from 22 July
2025.  As well as increasing the number of machines, we are working to
introduce a greater variety of machines and game packs into the Grosvenor
estate. We will increase the number of suppliers with whom we partner from
four currently to six over the course of the next year.

 

We have used the past year to research and refine the sports betting
proposition, currently available only in Grosvenor's 2005 Act casino in Luton,
with a view to rolling out a sports betting offer to 38 Grosvenor venues over
the next 12 months. These will take the form of dedicated premium sports
betting lounges in a small number of casinos with access to sports betting
terminals in sports viewing areas in other venues. C. 350 self-service betting
terminals are expected to be installed in 2025/26.

 

Our investment in venues in 2024/25 has included two significant capex
projects, including the conclusion of the work in Grosvenor Leicester and in
the Grosvenor Victoria Casino (The Vic') in London. The refurbishment of
Grosvenor Leicester completed at a total cost of c. £4m and we have been
delighted with the initial return on investment, with NGR up 19% and visits up
10% since the refurbishment against the same period in the prior year. We
anticipate further improvements with the benefit of the casino reforms. The
Vic refurbishment is one of the largest single capital investments in Rank's
history at a cost of c. £15m. Work began in October2024 and completed in July
2025, transforming our flagship Grosvenor casino. During the 10-month long
renovation works, we remained open for business, closing areas of the venue in
sequence and reopening when work was complete. Weekly NGR during this period
was down c. £0.12m on the prior year.

 

Elsewhere, smaller scale investments in our venues have been focused on
preparations for the legislative reforms which are now being rolled out.
Grosvenor casinos in Stoke, Cardiff, Stockton, Thanet, Luton, Didsbury and
Plymouth have all received modest investments during the year.

 

The current estate of 1,367 machines will increase by around 850 in 2025/26,
providing the approval process of local authorities in England and Wales is in
line with our expectations. We have built flexibility into this plan,
recognising the likelihood that local authorities will not approve all licence
variation applications at the same time. Broadly, however, we expect customers
to be enjoying the first extra machines during Q1. Casinos in the first phase
of investment for which we expect to be able to install the maximum 80
machines per venue will be The Vic, Blackpool, Bolton, Leeds, Leicester, Luton
and Reading South.

 

The first phase of the rollout of additional gaming machines will provide rich
data to inform a 'test and learn' approach to the precise phasing and rollout
of a further c. 650 machines over the two and a half years to end of 2027/28.
These updated machine numbers exclude Scotland which requires the legislative
reforms to be adopted by the Scottish Government. When we are able to offer
additional machines in Scotland, a further 188 machines will be rolled out,
bringing the total machine estate to 3,066 for the current Grosvenor Casinos
estate.

 

The strong revenue growth performance and the confidence in the outlook for
the Grosvenor business are underpinned by our commitment to safer gambling and
the approach we take to customer risk management. Our aim is the successful
early identification of potentially harmful play, triggering timely and
appropriate customer interactions which protect our customers but minimise
unnecessary customer friction. Supporting our colleagues in delivering high
quality interactions by developing their skillsets and equipping them with
timely data helps us to ensure the customers who require support receive it in
an appropriate way. Our Safer Gambling employee Net Promoter Score (eNPS),
which measures how likely our colleagues are to recommend Grosvenor's approach
to safer gambling practices, increased from 64 to 72 over the year and
Grosvenor's safer gambling customer feedback score improved to 88% (2023/24:
85%).

 

Grosvenor's cultural transformation programme ('From Like To Love') continued
to be developed over the course of the year with 631 management grade
colleagues attending training programmes designed to support our journey to
become the UK's most loved casinos. The employee opinion survey undertaken in
May 2025 returned very strong results, with an engagement score of 8.4, up
from 7.9 recorded in May 2024, underlining the significant progress made over
the year.

 

Employment costs are by far the most significant operating costs in the
Grosvenor Casinos business and these have significantly increased since April
2025 as a result of the increase to the National Living Wage (annualised cost
impact of c. £5m), and higher employer National Insurance contributions
(annualised cost impact of c. £4m). These employment cost increases for FY
2025/26 are prior to any further increases in the living wage from April
2026.  The statutory levy for the research, prevention and treatment ('RPT')
of gambling-related harm, applicable from April 2025, adds a further
annualised cost impact of c. £2m.

 

These cost headwinds are set in the context of a Grosvenor Casinos business
which has a largely fixed or semi-fixed cost base. When the business grows
revenues, it is able to materially grow profit. The improved revenue
performance of the Grosvenor business has delivered a 35% growth in underlying
LFL operating profit to £32.0m, following on from the 42% profit growth
delivered in 2023/24.

 

At a statutory level, Grosvenor operating profit improved from £16.5m in
2023/24 to £29.8m.

 

During the year, there were impairment charges of £4.5m and impairment
reversals of £3.2m, driven by the performance of individual venues. The
impairments occur where performance has fallen short of expectations or the
future prospects for that venue have been reduced. Similarly, impairment
reversals occur where the venue has over-performed or future prospects have
increased including the additional opportunity presented by the land-based
reforms.

 

The Grosvenor business has a talented management team, engaged set of
committed colleagues, a strong roadmap of investments and other initiatives to
drive revenue growth and further efficiencies and, of course, the rollout of
long-awaited land-based casino reforms.

 

We look forward to providing more detail on the Grosvenor business at our
Capital Markets Event, which will be hosted at the newly refurbished Victoria
Casino on London's Edgware Road, on 22 October 2025.

Mecca venues

Key financial performance indicators:

                                        2024/25  2023/24  Change

                                        £m       £m
 LFL(1) NGR                             140.3    133.3    5%
 Total NGR                              140.4    138.9    1%
 Underlying(2) LFL(1) operating profit  3.4      3.6      (6)%
 Total operating profit (loss)          5.6      (1.7)        -
 1.        Results are presented on a like for like ('LFL') basis which
 removes the impact of club openings, club closures, foreign exchange movements
 and discontinued operations.

 2.        Before the impact of separately disclosed items.

 

Recent years have seen a significant rationalisation of the Mecca estate, a
process that has concluded with two venue closures over the past year,
bringing our estate size to 50 clubs. A more competitive business, with
thriving clubs offering stronger prize boards as a result of higher liquidity,
speaks directly to our strategic focus of maximising cash from the Mecca
business over the medium term.

 

Mecca LFL NGR grew 5% in the year. Visitor numbers were flat year on year with
spend per visit increasing 5%.

 

The mainstage bingo game remains the primary driver of admissions. Our focus
on ensuring competitive prize boards at prices that are consistently good
value has seen bingo Gross Gaming Revenue (GGR) grow 4%, with NGR declining 1%
due to the additional prize money we have invested. The need to appeal to new
audiences and a younger demographic is important to sustain the long-term
appeal of our venues. We continue to attract high numbers of customers coming
to clubs, with c. 160k new members during the year, of whom 57% were aged
under 40.  The new members in 2024/25 represent 29% of all active customers.

 

Customers increasingly expect a modern proposition, and during the year we
deployed an additional 1,500 new Mecca Max tablets as the migration to
electronic rather than paper bingo continues. Electronic bingo now accounts
for 76% of bingo revenues on the mainstage game, up from 73% in 2023/24.

 

During 2024/25 850 Equinox cabinets from Light & Wonder were rolled out
replacing the much older Clarity machines. To further modernise the gaming
machine estate, 664 machines, from a mix of suppliers including Novomatic,
Inspired, Blueprint and Light & Wonder were also introduced across the
estate. Our venues in Aberdeen, Leicester, Paisley, Bolton and Leeds Crossgate
have been the latest venues to benefit from investments to their gaming
machine areas including refurbishment, improved lighting and audio quality.
This brings the number of Mecca venues that have now received refurbishments
to gaming machine facilities to 25 in the past three years. Staking in Mecca
venues which received investment in 2024/25 was 14% higher than staking levels
in those clubs which did not.

 

Gaming machine revenues were up 9% year on year and now account for 41% of
Mecca's NGR, with plenty of scope for further growth, particularly with
Gambling Act reforms still to come.

 

The interval bingo game grew LFL NGR by 6%, with food and beverage revenues
increasing by 1%.

 

The other key focus for investment throughout the year has been improvements
to external signage. Enhancing the look and feel of Mecca's venues by making
them more externally appealing drives attendances, and our clubs in Blyth,
Beeston, Southend and Leeds Crossgates are the latest of 19 clubs to now enjoy
a more modern, attractive appearance since the investment programme commenced
in FY 2022/23.

 

In line with the commitment across the entire Group, managing customer risk
and ensuring safer gambling is a priority for Mecca. Following the investment
in 2023/24 in a new customer monitoring system for gaming machine players, in
2024/25 Mecca has introduced new handheld devices in order to prompt
colleagues when customers meet thresholds, including both expenditure and
time. This enables prompt real-time interactions with customers to ensure they
are playing safely. Our safer gambling customer feedback score improved to 88%
(2023/24: 83%) and our safer gambling eNPS improved to 80 (2023/24: 77).

 

Mecca's customer net promoter score in 2024/25 remains very strong at 77
(2023/24: 78) and a record colleague engagement score of 8.5 (2023/24: 8.3)
was achieved in our most recent employee opinion survey. A motivated,
passionate team delivering high quality service to Mecca's customers is a
fundamental part of the cash maximisation strategy for the business.

 

As with Grosvenor, employment costs remain the most significant cost line for
Mecca and these have increased throughout the year by £2.7m on the prior
year, in part a result of the increase to the National Living Wage (annualised
cost impact of c. £2m) and the sharp rise in employer National Insurance
contributions (annualised cost impact of c. £1m).

 

Underlying LFL operating profit of £3.4m, down 6% from £3.6m last year,
highlights the pressures that remain in land-based bingo and why the need for
legislative reform is so important for the Mecca business. We remain hopeful
that positive reforms for the bingo sector will be delivered in 2025/26.

 

At a statutory level, Mecca's performance improved from a loss of £1.7m in
2023/24 to a profit of £5.6m in the year.

 

During the year, there were impairment charges of £6.1m and impairment
reversals of £5.2m, driven by the performance of individual venues. The
impairments occur where performance has fallen short of expectations or the
future prospects for that venue have been reduced. Similarly, impairment
reversals occur where the venue has over-performed or future prospects have
increased.

 

Throughout the year, we have taken a disciplined and targeted approach to
investment, which has positioned the Mecca estate for further growth and
improved cash generation.

 

Enracha venues

Key financial performance indicators:

                                        2024/25  2023/24  Change

                                        £m       £m
 LFL(1) NGR                             40.9     37.6     9%
 Total NGR                              40.9     38.5     6%
 Underlying(2) LFL(1) operating profit  10.8     9.4      15%
 Total operating profit                 13.8     13.1     5%
 1.        Results are presented on a like for like ('LFL') basis which
 removes the impact of club closures, foreign exchange

 movements and discontinued operations.

 2.        Before the impact of separately disclosed items.

 

The nine Enracha venues in Spain, which combine bingo, sports betting and
gaming machines, have once again performed well. Underlying LFL NGR was
£40.9m, up from £37.6m on the prior year, a growth of 9%. A 3% growth in
visit numbers and a 6% increase in spend per visit have helped to deliver
another robust set of results.

 

The strongest performance came from those venues which recently enjoyed
targeted investment. In the first half we completed the refurbishment of our
Seville venue which saw 4% growth in visits and 14% growth in revenue over the
course of the year. We have commenced improvements to the Sabadell venue in
Catalonia to increase the availability of gaming machines and electronic
roulette positions, which will complete in H1 2025/26.

 

In 2025/26 the Universal venue in Madrid will receive the immersive bingo
screen experience that has yielded good returns in Seville, and we will update
the gaming machine area and sports betting offering in the Enracha venue in
Cordoba.

 

Underlying LFL operating profit grew 15% to £10.8m; another record year for
profitability in Enracha.  The estate of flagship venues is well located,
well invested and provides an entertaining experience for customers, all of
which contribute to the strong profit performance.

 

Statutory operating profit was £13.8m for the year.

 

Digital

Key financial performance indicators:

                                        2024/25   2023/24 £m    Change

                                        £m
 LFL(1) NGR                             235.7    214.1          10%

 Mecca                                  96.8     86.9           11%

 Grosvenor                              83.9     69.0           22%

 Other proprietary brands               22.1     23.2           (5)%

 Non proprietary brands                 6.0      8.0            (25)%

 Enracha/Yo                             26.9     27.0           -

 Total NGR                              235.7    226.0          4%
 Underlying(2) LFL(1) operating profit  33.3     23.7           41%
 Total operating profit                 37.4     16.2           131%
 1.        Results are presented on a like for like ('LFL') basis which
 removes the impact of club closures, foreign exchange

 movements and discontinued operations.

 2.        Before the impact of separately disclosed items.

 

Building momentum and scale remain the priorities in the strategic plan for
the digital business. We have delivered against those priorities with an
increase of 10% in underlying LFL NGR, with the average revenue per customer
increasing by 18%.

 

In the UK, revenues grew 12% to £208.8m, with another year of strong double
digit revenue growth in our two cross-channel brands, Grosvenor (+22%) and
Mecca (+11%). The other brands operating on the proprietary technology
platform declined 5% in the year but are expected to return to growth in
2025/26 with a renewed focus on the quality of the customer offering and the
positioning of these brands.

 

The revenue growth in our UK core businesses was powered by the continued
investment in technology, enabling our market leading proprietary platform to
host seamless and tailored cross-channel experiences for our customers. The
launch of our proprietary Mecca app in the first half, with an enhanced bingo
offering, new slots content and enhanced bonus tools, was followed in the
second half with the launch of Cash Dash, a popular venues game now available
online for Mecca customers. We also launched Mega Money Live, a new joint
liquidity game live streamed from a Mecca venue. Grosvenor app development has
continued, with enhanced jackpots, improved navigation, and enhancements to
the 'live from Grosvenor' live table offering.

 

We disposed of the non-proprietary business in December 2024 for a total
consideration of £7.5m, of which £3.8m was received in year, with a further
£3.7m due over the next 33 months. Prior to its disposal, the non-proprietary
business had seen a 25% decline in LFL revenues year on year.

 

We have an ambitious pipeline of initiatives for 2025/26 across product,
customer service and safer gambling. Our proprietary 'Hawkeye' system to
monitor safer gambling, which was awarded EGR's 'Safer Gambling Operator of
the Year', will benefit from a programme of further enhancements and
refinement. Delivery of the cross-channel single membership scheme for Mecca
customers, consolidation of the MyMecca and Slots Society apps onto our
proprietary app and new promotional tools will further improve the customer
experience. The rollout of Live Slots Play machines will replicate the
in-venue experience online and we will further improve our 'Live From'
interface which continues to position Grosvenorcasinos.com as an offering for
customers wishing to have a real casino experience online, an area of
competitive advantage for brand.

 

The statutory levy for research prevention and treatment of problem gambling
was introduced from April 2025 at a rate of 1.1% of Gross Gaming Yield (GGY),
a significant increase from the former voluntary rate of 0.1%. In 2024/25 the
impact on digital profitability was £0.7m with an annualised profit impact on
the digital business going forwards of at least £2.8m per annum. A maximum
staking limit for online slots play of £5, £2 for consumers aged under 25,
was also implemented in April 2025; the impact on digital profitability in the
final quarter of the year has been c. £1m and we therefore expect the
annualised impact to be in the region of c. £4m going forwards.

 

In Spain, digital performance was flat in the year, hampered by platform
capacity constraints since Q2 which have restricted our ability to deliver
regular big prize bingo rooms to YoBingo's customers. Performance testing of
our new bingo platform is very nearly complete and we expect the Spanish
digital business to return to growth in H1 2025/26.

 

Our plan to launch in Portugal has taken longer than we had hoped but we have
now obtained the platform certification from the regulator. We expect to
receive the licence in the coming weeks, and look forward to going live during
2025/26, becoming the first online bingo operator in Portugal.

 

The strong operating leverage in the digital business ensures that as revenues
increase, profit improves materially.  The 2024/25 underlying LFL operating
profit was £33.3m, a growth of 41% on the prior year. Profit from our UK
digital business was up 47% and despite the revenue challenges in our Spanish
digital business, profit was up 23% as the Spanish facing business benefitted
from its relocation to Ceuta during the prior year.

 

Statutory operating profit for the year was up 131% on the prior year to
£37.4m.

 

Since 2022/23, we have improved baseline operating margins from 7.8% to 14.1%,
in line with the target to achieve at least 630bps of margin improvement in
the medium term. The dilutive impact of the statutory levy and maximum slots
staking limits will mean margin expansion is limited in 2025/26, but there is
further opportunity to improve in 2026/27 and beyond. We remain confident in
delivering compounded LFL revenue growth of 8-12% per annum.

 

Sustainability update

Rank's approach and commitment to sustainability continues to revolve around
four focus areas: Customers, Colleagues, Environment and Communities.

We are dedicated to the safe play of our Customers, with safer gambling being
at the heart of everything we do. Through promotion of messaging and the
availability of tools to support safe play, we empower our customers to bet
and play responsibly across all products and all channels. We continue to
refine our approach, introducing additional ways of raising awareness and new
methods to detect at-risk play. This year, we commenced a pilot exercise to
enhance safer gambling awareness for online customers through the use of
display messaging while they are logged in and active. We were also
particularly proud to receive the European Safer Gambling Initiative Award for
our development and use of Hawkeye, our in-house live customer monitoring
platform.

We have retained a safer gambling customer feedback score of 84% this year
and, while we are pleased with this, we are targeting an improvement through
the continued progression of our player protection approach. We recorded an
above-target customer Net Promoter Score (NPS) of 54, which reflects the
significant enhancements we have implemented in our product and service
offering, including the introduction of new customer service portals for our
digital brands.

Our colleagues play a vital role in how effectively we deliver safer gambling.
We provide regular training, including in our Spanish business where we have
developed programmes for our colleagues in partnership with organisations that
address gambling addiction. A three-point increase in our safer gambling eNPS
(which measures colleague sentiment on how Rank performs on safer gambling) to
72, underlines the progress we continue to make and exceeded our target for
the year.

For our Colleagues, our employee value proposition, 'Work. Win. Grow.',
continues to be reflected across the colleague experience, enabling our teams
to thrive in an inclusive working environment through engaging work. We have
evolved our talent and learning strategy, introduced more places on our
mentoring programme, launched in-person strategy days for our UK digital
business, and advanced Grosvenor's Like to Love programme. The success of
these efforts is evident in the four-point increase in our employee engagement
score to 8.3. We continue to promote equality, diversity, and inclusion across
the Group. Our representation of women in senior roles stands at 32%, with
further progress to be made, and we are pleased to report an improved mean
gender pay gap with a mean gender pay gap of 11.7%, below the UK average of
13.1% (source: ons.gov.uk, 2024 data).

In terms of Environment, we have made significant progress on our journey
towards a Net Zero Pathway. This year, we achieved an above-target reduction
of 5,520 tCO2e in absolute carbon emissions. We also formally launched our
Environmental Policy, which enshrines our commitment to reducing our carbon
emissions across our operations and reaching net zero by 2050, alongside new
waste management and water stewardship policies. Regarding Scope 2 emissions,
all our purchased electricity in the UK and Spain is now sourced from
renewable sources. We have completed our Scope 3 emissions baselining exercise
for our UK portfolio, having completed the exercise for the Spanish venues in
2023/24. We have now transitioned to in-house carbon emissions accounting,
providing greater visibility and ownership of this crucial data.

Our commitment to the Communities in which we operate remains steadfast. Our
colleagues have close ties to their localities and a strong desire to make a
positive difference. Our Mecca venues, in particular, are much more than bingo
clubs. They are places of entertainment where customers meet and socialise,
and we are proud of the role they continue to play bringing communities
together. Throughout the year, our teams have actively fundraised and
volunteered for a wide range of charities and organisations. Our Group-wide
partnership with Carers Trust has been particularly impactful; we surpassed
our fundraising target for the year, raising over £400k, and have now
collectively raised over £4 million for the charity since 2014.

Underpinning everything we do is a best practice approach to Governance.
Through the right training, policies, and procedures, we ensure that all our
operations adhere to the highest standards of business ethics. We have also
reviewed the Double Materiality Assessment conducted last year, completing a
validation exercise with external stakeholders to confirm that our focus areas
remain relevant and impactful.

Regulatory update

Critical land-based reforms for the casino sector became law on 1 July 2025
and came into force on 22 July enabling Grosvenor Casinos to begin the process
of securing licence variations from local authorities in England and Wales, a
process that will take a minimum of 28 days. The variations will permit the
rollout of additional gaming machines across the estate and the implementation
of sports betting in venues to better meet the needs of customers. The reforms
do not yet extend to Scotland; we are engaging with the Scottish Government to
seek to enable customers in our five casinos in Scotland to benefit from the
same reforms at the earliest opportunity.

Gambling Act reforms for the land-based bingo industry remain Government
policy with Baroness Twycross, the Gambling Minister, publicly confirming her
support for the land-based sector: "I also want to work closely with other
parts of the land-based sector, such as bingo clubs ... to understand what we
can do to support them. They are a vital and vibrant part of many communities
and I want to see them thrive, not just survive." (source:
https://www.gov.uk/government/speeches/baroness-twycross-speech-at-gambleaware-annual-conference
(https://www.gov.uk/government/speeches/baroness-twycross-speech-at-gambleaware-annual-conference)
).

 

The Minister has stated that the Government will not progress with land-based
reforms for bingo clubs before 2026 as it consults with the industry on
possible changes to the licensing regime for different land-based gambling
verticals, including Adult Gaming Centres (AGCs). We remain confident that the
Government will deliver the public policies, particularly a new allowance of a
2:1 ratio of Category B3 to Category C gaming machines in bingo venues,
replacing the current 20:80 ratio which limits the more popular B3 machines to
just 20% of the gaming machine bingo club allowance. Similarly, the
opportunity to provide side bets on the mainstage bingo game will be
progressed no sooner than 2026.

 

Board update

On 2 December 2024, we announced the appointment of Mr. Christian Nothhaft as
a non-independent non-executive director. The appointment coincided with the
retirement from the Board of Mr. Chew Seong Aun. The Board wishes to reiterate
its gratitude for the valuable contribution Seong Aun made to the Group during
his tenure of office.

Going concern statement

Based on the Group's cash flow forecasts and business plan, the Directors
believe that the Group will generate sufficient cash to meet its liabilities
as they fall due for the period up to 31 August 2026.

 

The Directors have considered two downside scenarios which reflects a reduced
trading performance, increased regulatory and compliance costs, inflationary
impacts on the cost base, an assumed cyber incident and various
management-controlled cost mitigations.

 

In conclusion, after reviewing the downside scenario, and considering the
remote likelihood of the scenario in the reverse stress test occurring, the
Directors have formed the judgement that, at the time of approving the
consolidated financial statements, there are no material uncertainties that
cast doubt on the Group's and the Company's going concern status, and that it
is appropriate to prepare the consolidated financial statements on the going
concern basis for the period from the date of this report to 31 August 2026.

 

Principal risks and uncertainties

Effective risk management is an integral part of ensuring the Group is able to
successfully execute its strategic plan. The Board and Executive Committee
have conducted a robust assessment of the Group's principal and emerging
risks. The risks outlined in this section are the principal risks that we have
identified as material to the Group - those that could affect strategic
ambitions, financial performance, future prospects, and the reputation of the
Group. They represent a 'point-in-time' assessment, as the environment in
which the Group operates is constantly changing and new risks may always
arise.

Risks are considered in terms of likelihood and impact and are based on a
residual risk rating of: high, medium or low, i.e. after considering the
mitigating controls already in place. Mapping risks in this way helps not only
to prioritise the risks and required actions, but also to direct the required
resource to maintain the effectiveness of controls already in place and
mitigate further where required.

The risks outlined in this section are shown alongside their residual risk
rating, the risk trajectory (including whether the risk is increasing, stable
or decreasing) and an explanation of the mitigating actions and controls. The
relevant Committees are also responsible for the governance and oversight of
each risk. The principal risks are not set out in order of priority, and do
not include all risks associated with the Group's activities.

Additional risks not presently known to management, or currently deemed less
material, may also have an adverse effect on the business. Risks such as these
are not reported as principal risks but are nevertheless regularly monitored
for their impact on the Group.

After review, the Board concluded that there were 12 principal risks this year
and that no new risks were identified beyond those disclosed in the 2024
annual report. However, the Board did agree to changes in some of the residual
risk ratings and risk trajectories, which are summarised in the table and
detailed below.

 

Summary of principal risks and changes in the last 12 months

 #   Principal Risk                                Residual Risk Rating*          Risk Trajectory                                                    Change of risk rating and/or risk movement in last 12 months
 1   Trading conditions                            High                           Stable                                                             No change
 2   Compliance with gambling law and regulations              Medium                                                                                Residual Risk Rating: From high to medium, as a number of key regulatory

                                                                  reforms have been implemented, including the maximum online slots staking
                                                                                                                                                     limits.

                                                                                                                                                     Risk Trajectory: Increasing as regulators continue to focus on ensuring

                                                                  compliance, the likelihood of tighter regulations increases.

                                                                                      Increasing
 3   Safe and sustainable gambling                 Medium                                                   Stable                                   No change
 4   Cyber resilience                              Medium                                                                                            Risk Trajectory: Remains increasing, as businesses are experiencing more

                                                                  frequent and sophisticated cyber-incidents aimed at causing financial and
                                                                                                                                                     reputational damage.

                                                                                  Increasing
 5   Data protection                               Medium                                                                                            Risk Trajectory: Moved from stable to increasing, due to the increased

                                                                  frequency and sophistication of cyber incidents.

                                                                                  Increasing
 6   Taxation                                      Medium                                                                                            Residual Risk Rating: Moved from low to medium risk given the UK fiscal

                                                                  deficit and potential for further increased taxation on businesses.

                                                                  Risk Trajectory: Moved from stable to increasing, as there could be further
                                                                                                                                                     tax changes that have an impact on the Group's financial performance.

                                                                                  Increasing
 7   Strategic and technology programmes           Medium                                                                                            No change

                                                                                  Stable
 8   Business continuity and Disaster Recovery     Medium                                                                                            No change

                                                                                  Stable
 9   Dependency on third parties and supply chain  Medium                                                                                            No change

                                                                                  Stable
 10  People                                        Medium                                                                                            Risk Trajectory: Moved from stable to decreasing risk, as whilst there have

                                                                  been changes to government employment legislation, the Group has appropriate
                                                                                                                                                     mitigation measures in place.

                                                                                  Decreasing
 11  Liquidity and funding                         Low                                                                                               Risk Trajectory: Moved from decreasing to stable risk due to the Group having

                                                                  sufficient financing in place and there being no requirement to refinance in
                                                                                                                                                     the near future.

                                                                                  Stable
 12  Health and safety                             Low                                                                                               Risk Trajectory: Moved from decreasing to stable risk. Mitigation measures are

                                                                  in place for recently published regulatory requirements.

                                                                                  Stable

*Note: the residual risk rating is shown after the impact of mitigating
controls.

Emerging risks

The Group's risk profile will continue to evolve as a result of future events
and uncertainties. Our risk management processes include consideration of
emerging risks with horizon scanning being performed with a view to enabling
management to take timely steps to intervene as appropriate.

The methodology used to identify emerging risks includes reviews with both
internal and external subject matter experts, reviews of consultation papers
and publications from within and outside the industry and the use of key risk
indicators.

Throughout the year some new risks have emerged and developed, which have been
monitored by management and discussed with the Board, and appropriate actions
taken. Some examples of these risks are provided below.

The Board and management team continue to monitor changes in the political and
macroeconomic backdrop faced by the Group, particularly with respect to tax
policies and employment rights. Changes to regulation in the gambling industry
continues to be closely monitored in all our jurisdictions, as further changes
are anticipated. The implementation of the Gambling Act Review allows
Grosvenor to modernise the customer proposition to better meet the needs of
our customers.

The Group primarily operates from properties on short leases in the UK venues
businesses. Management seeks to renew leases for a longer period in
strategically important locations and ensure continuity of tenure in
profitable venues. However, it is not always possible to guarantee security of
tenure where landlords seek to occupy a property themselves or take it back on
redevelopment grounds.

Artificial intelligence is being increasingly utilised by the Group and is
expected to provide opportunities to deliver improved customer service and
efficiency. However, there are also risks associated with new AI technology,
particularly in the protection of and use of proprietary data. The Group is
exploring how best to capitalise on technology whilst not exposing itself to
unnecessary risk.

Climate risks are currently not regarded as a principal risk for the Group,
but there are additional disclosure requirements that need to be reported on,
such as the EU Corporate Sustainability Directive (CSRD).

 

Alternative performance measures

When assessing, discussing and measuring the Group's financial performance,
management refer to measures used for monitoring internal performance. These
measures are not defined or specified under UK adopted International Financial
Reporting Standards (IFRS) and as such are considered to be Alternative
Performance Measures ('APMs').

 

By their nature, APMs are not uniformly applied by all preparers including
other operators in the gambling industry. Accordingly, APMs used by the Group
may not be comparable to other companies within the Group's industry.

 

Purpose

 

APMs are used by management to aid comparison and assess historical
performance against internal performance benchmarks and across reporting
periods. These measures provide an ongoing and consistent basis to assess
performance by excluding items that are materially non-recurring,
uncontrollable or exceptional. These measures can be classified in terms of
their key financial characteristics.

 

Profit measures allow management and users of the financial statements to
assess and benchmark underlying business performance during the year. They are
primarily used by operational management to measure operating profit
contribution and are also used by the Board to assess performance against
business plan.

 

The following table explains the key APMs applied by the Group and referred to
in these statements:

 

 APM                                                          Purpose             Closest equivalent IFRS measure               Adjustments to reconcile to primary financial statements
 Underlying like-for-like ('LFL') net gaming revenue ('NGR')  Revenue measure     NGR                                           ·             Separately disclosed items
                                                                                                                                ·             Excludes contribution from any venue openings, closures, disposals, acquired
                                                                                                                                       businesses and discontinued operations
                                                                                                                                ·             Foreign exchange movements
 Underlying LFL operating profit /(loss)                      Profit measure      Operating profit / (loss)                     ·             Separately disclosed items
                                                                                                                                ·             Excludes contribution from any venue openings, closures, disposals, acquired
                                                                                                                                       businesses and discontinued operations
                                                                                                                                ·             Foreign exchange movements
 Underlying earnings / (loss) per share                       Profit measure      Earnings / (loss) per share                   ·             Separately disclosed items
 Net free cash flow                                           Cash measure        Net cash generated from operating activities  ·             Lease principal repayments
                                                                                                                                ·             Cash flow in relation to separately disclosed items
                                                                                                                                ·             Cash capital expenditure
                                                                                                                                ·             Net interest and tax payments
 Return on capital employed 'ROCE'                            Efficiency measure  Operating profit/(loss)                       ·             LFL operating profit divided by average capital employed

                                             ·             Average capital employed is average of opening and closing capital employed
                                                                                  Equity                                        ·             Capital employed is total equity adjusted to add back: Net Debt/cash, Lease

                                                    Liabilities, Right of Use assets, Retirement benefit obligations, non-current
                                                                                  Non-current liability                                provisions and net deferred tax

                                                                                  Non-current asset

Underlying LFL operating profit /(loss)

Profit measure

Operating profit / (loss)

 ·             Separately disclosed items
 ·             Excludes contribution from any venue openings, closures, disposals, acquired
               businesses and discontinued operations
 ·             Foreign exchange movements

Underlying earnings / (loss) per share

Profit measure

Earnings / (loss) per share

 ·             Separately disclosed items

Net free cash flow

Cash measure

Net cash generated from operating activities

 ·             Lease principal repayments
 ·             Cash flow in relation to separately disclosed items
 ·             Cash capital expenditure
 ·             Net interest and tax payments

Return on capital employed 'ROCE'

Efficiency measure

Operating profit/(loss)

Equity

Non-current liability

Non-current asset

 ·             LFL operating profit divided by average capital employed
 ·             Average capital employed is average of opening and closing capital employed
 ·             Capital employed is total equity adjusted to add back: Net Debt/cash, Lease
               Liabilities, Right of Use assets, Retirement benefit obligations, non-current
               provisions and net deferred tax

 

Rationale for adjustments - profit and debt measure

 1.          Separately disclosed items ('SDIs')

SDIs are items that bear no relation to the Group's underlying ongoing
operating performance.  The adjustment helps users of the accounts better
assess the underlying performance of the Group, helps align to the measures
used to run the business and still maintains clarity to the statutory reported
numbers.

 

Further details of the SDIs can be found in the Financial Review and note 3.

 

 2.          Contribution from any venue openings, closures, disposals, acquired businesses
             and discontinued operations

In the current year (2024/25), the Group closed two Mecca venues and disposed
of our non-proprietary digital business.  For the purpose of calculating
like-for-like ('LFL') measures the contribution has been excluded from the
prior period numbers and current period numbers, to ensure comparatives are
made to measures on the same basis.

 3.  Foreign exchange movements

During the year the exchange rates may fluctuate, therefore by using an
exchange rate fixed throughout the year the impact on overseas business
performance can be calculated and eliminated.

The tables below reconcile the underlying performance measures to the reported
measures of the continuing operations of the Group.

 

 £m                                         2024/25    2023/24
 Underlying LFL net gaming revenue (NGR)    795.3      716.3
 Open, closed and disposed venues           0.1        16.9
 Foreign exchange ('FX')                    -          1.5
 Underlying NGR - continuing operations     795.4      734.7

 

Calculation of comparative underlying LFL NGR

                                      2023/24
 Reported underlying LFL NGR          734.4
 Reversal of 2023/24 closed venues    0.3
 2024/25 closed venues                (16.9)
 2024/25 FX                           (1.5)
 Restated underlying LFL NGR          716.3

 

 

 £m                                                     2024/25    2023/24
 Underlying LFL operating profit                        63.7       46.3
 Opened, closed and disposed venues                     -          (0.4)
 Foreign exchange ('FX')                                -          0.4
 Underlying operating profit - continuing operations    63.7       46.3
 Separately disclosed items                             3.3        (16.9)
 Operating profit - continuing operations               67.0       29.4

 

Calculation of comparative underlying LFL operating profit

 £m                                            2023/24
 Reported underlying LFL operating profit      46.5
 Reversal of 2023/24 closed venues             (0.2)
 H1 2024/25 closed venues                      0.4
 H1 2024/25 FX                                 (0.4)
 Underlying LFL operating profit               46.3

 £m                                   2024/25    2023/24
 Underlying current tax charge        (4.9)      (2.4)
 Tax on separately disclosed items    (0.6)      2.8
 Deferred tax                         (3.8)      (3.9)
 Total tax charge                     (9.3)      (3.5)

 

 

 P                             2024/25    2023/24
 Underlying EPS                9.1        5.9
 Separately disclosed items    0.4        (3.2)
 Reported EPS                  9.5        2.7

 

Calculation of Return on capital employed 'ROCE'

 £m                               2024/25    2023/24
 Total equity                     378.7      339.0
 Add back:
 Net cash                         (45.4)     (20.9)
 Lease liabilities                176.2      153.4
 ROU assets                       (105.8)    (64.1)
 Retirement benefit obligations   3.4        3.4
 Non-current provisions           38.1       33.2
 Net deferred tax                 (2.5)      (5.5)
 Capital employed                 442.7      438.5
 Average capital employed         440.6      451.7
 Underlying LFL operating profit  63.7       46.3
 ROCE %                           14.5%      10.3%

 

 

Directors' Responsibility Statement

The statement of Directors' responsibilities is made in respect of the full
Annual Report and the financial statements required to be set out in the
announcement.

Each of the directors named below confirm that to the best of his or her
knowledge:

 ·             The consolidated financial statements, prepared under UK-adopted International
               Financial Reporting Standards (IFRS) give a true and fair view of the assets,
               liabilities, financial position and profit of the Company and the undertakings
               included in the consolidation taken as a whole; and

 ·             The management report includes a fair review of the development and
               performance of the business and the position of the Company and the
               undertakings included in the consolidation taken as a whole, together with a
               description of the risk and uncertainties that they face.

 

The directors of The Rank Group Plc are:

Lucinda Charles-Jones

Richard Harris

Keith Laslop

Katie McAlister

Christian Nothhaft

John O'Reilly

Alex Thursby

Karen Whitworth

 

Signed on behalf of the board on 13 August 2025

 

John
O'Reilly
Richard Harris

Chief
Executive
                Chief Financial Officer

Group income statement

For the year ended 30 June 2025

 

                                                                         Year ended 30 June 2025                      Year ended 30 June 2024
                                                                Underlying      Separately disclosed  Total           Underlying  Separately disclosed  Total

                                                                                items                                             Items

                                                                                (note 3)                                          (note 3)
                                                                £m              £m                    £m              £m          £m                    £m
 Continuing operations
 Revenue                                                        795.4           -                     795.4           734.7       -                     734.7
 Cost of sales                                                  (453.0)         0.9                   (452.1)         (418.2)     (7.6)                 (425.8)
 Gross profit (loss)                                            342.4           0.9                   343.3           316.5       (7.6)                 308.9
 Other operating income                                         -               10.5                  10.5            -           -                     -
 Other operating costs                                          (278.7)         (8.1)                 (286.8)         (270.2)     (9.3)                 (279.5)
 Group operating profit (loss)                                  63.7            3.3                   67.0            46.3        (16.9)                29.4
 Financing:
 - finance costs                                                (13.2)          -                     (13.2)          (13.4)      -                     (13.4)
 - finance income                                               1.0             -                     1.0             0.7         -                     0.7
 - other financial losses                                       (0.1)           (0.8)                 (0.9)           (0.1)       (1.1)                 (1.2)
 Total net financing charge                                     (12.3)          (0.8)                 (13.1)          (12.8)      (1.1)                 (13.9)
 Profit (loss) before taxation                                  51.4            2.5                   53.9            33.5        (18.0)                15.5
 Taxation                                                       (8.7)           (0.6)                 (9.3)           (6.3)       2.8                   (3.5)
 Profit (loss) for the year from continuing operations          42.7            1.9                   44.6            27.2        (15.2)                12.0

 Discontinued operations - profit                               -               -                     -               -           0.2                   0.2

 Profit (loss) for the year                                     42.7            1.9                   44.6            27.2        (15.0)                12.2

 Attributable to:
 Equity holders of the parent                                   42.7            1.9                   44.6            27.5        (15.0)                12.5
 Non-controlling interest                                       -               -                     -               (0.3)       -                     (0.3)
                                                                42.7            1.9                   44.6            27.2        (15.0)                12.2

 Earnings (loss) per share attributable to equity shareholders
 - basic                                                        9.1p            0.4p                  9.5p            5.9p        (3.2)p                2.7p
 - diluted                                                      9.1p            0.4p                  9.5p            5.9p        (3.2)p                2.7p

 Earnings (loss) per share - continuing operations
 - basic                                                        9.1p            0.4p                  9.5p            5.9p        (3.3)p                2.6p
 - diluted                                                      9.1p            0.4p                  9.5p            5.9p        (3.3)p                2.6p

 Earnings per share - discontinued operations
 - basic                                                        -               -                     -               -           0.1p                  0.1p
 - diluted                                                      -               -                     -               -           0.1p                  0.1p

 

Group statement of comprehensive income

For the year ended 30 June 2025

 

                                                                Year ended  Year ended

                                                                30 June     30 June

                                                                2025        2024
                                                                £m          £m
 Comprehensive income:
 Profit for the year                                            44.6        12.2

 Other comprehensive income:
 Items that may be reclassified subsequently to profit or loss
 Exchange adjustments, net of tax                               -           (0.2)

 Items that will not be reclassified to profit or loss
 Actuarial loss on retirement benefits, net of tax              (0.1)       -
 Total comprehensive income for the year                        44.5        12.0

 Attributable to:
 Equity holders of the parent                                   44.5        12.3
 Non-controlling interest                                       -           (0.3)
                                                                44.5        12.0

 

 

Group balance sheet

As at 30 June 2025

 

                                                                       As at     As at

                                                                       30 June   30 June

                                                                       2025      2024

                                                                                 (restated)
                                                                       £m        £m
 Assets
 Non-current assets
 Intangible assets                                                     442.3     446.4
 Property, plant and equipment                                         133.7     112.5
 Right-of-use assets                                                   105.8     64.1
 Deferred tax assets                                                   6.0       8.3
 Other receivables                                                     7.6       5.2
                                                                       695.4     636.5
 Current assets
 Inventories                                                           2.1       2.0
 Other receivables                                                     15.9      19.1
 Assets classified as held for sale                                    -         0.3
 Income tax receivable                                                 0.7       8.5
 Cash and short-term deposits                                          75.4      66.1
                                                                       94.1      96.0

 Total assets                                                          789.5     732.5

 Liabilities
 Current liabilities
 Trade and other payables                                              (155.2)   (149.0)
 Lease liabilities                                                     (36.3)    (32.6)
 Income tax payable                                                    (3.1)     (4.2)
 Financial liabilities - loans and borrowings                          (0.2)     (3.3)
 Provisions                                                            (1.1)     (3.6)
                                                                       (195.9)   (192.7)

 Net current liabilities                                               (101.8)   (96.7)

 Non-current liabilities
 Lease liabilities                                                     (139.9)   (120.8)
 Financial liabilities - loans and borrowings                          (30.0)    (40.6)
 Deferred tax liabilities                                              (3.5)     (2.8)
 Provisions                                                            (38.1)    (33.2)
 Retirement benefit obligations                                        (3.4)     (3.4)
                                                                       (214.9)   (200.8)

 Total liabilities                                                     (410.8)   (393.5)

 Net assets                                                            378.7     339.0

 Capital and reserves attributable to the Group's equity shareholders
 Share capital                                                         65.0      65.0
 Share premium                                                         155.7     155.7
 Capital redemption reserve                                            33.4      33.4
 Exchange translation reserve                                          13.9      13.9
 Retained earnings                                                     110.7     71.0
 Total shareholders' equity                                            378.7     339.0

Group statement of changes in equity

For the year ended 30 June 2025

                                                    Share capital  Share premium  Capital redemption reserve  Exchange translation reserve   Retained earnings (losses)     Reserves attributable to the Group's equity shareholders  Non- controlling interest  Total equity
                                                    £m             £m             £m                          £m                            £m                              £m                                                        £m                         £m
 At 1 July 2023                                     65.0           155.7          33.4                        14.0                          57.2                            325.3                                                     0.3                        325.6

 Comprehensive income:
 Profit (loss) for the year                         -              -              -                           -                             12.5                            12.5                                                      (0.3)                      12.2
 Other comprehensive income:
 Exchange adjustments, net of tax                   -              -              -                           (0.1)                         (0.1)                           (0.2)                                                     -                          (0.2)
 Total comprehensive income (loss) for the year     -              -              -                           (0.1)                         12.4                            12.3                                                      (0.3)                      12.0

 Transactions with owners:
 Credit in respect of employee share                -              -              -                           -                             1.2                             1.2                                                       -                          1.2

 schemes, including tax
 Other                                              -              -              -                           -                             0.2                             0.2                                                       -                          0.2
 At 30 June 2024                                    65.0           155.7          33.4                        13.9                          71.0                            339.0                                                     -                          339.0

 Comprehensive income:
 Profit for the year                                -              -              -                           -                             44.6                            44.6                                                      -                          44.6
 Other comprehensive income:
 Actuarial loss on retirement benefits, net of tax  -              -              -                           -                             (0.1)                           (0.1)                                                     -                          (0.1)
 Total comprehensive income for the year            -              -              -                           -                             44.5                            44.5                                                      -                          44.5

 Transactions with owners:
 Dividends paid to equity holders (see note 6)      -              -              -                           -                             (7.0)                           (7.0)                                                     -                          (7.0)
 Credit in respect of employee share                -              -              -                           -                             2.2                             2.2                                                       -                          2.2

 schemes, including tax
 At 30 June 2025                                    65.0           155.7          33.4                        13.9                          110.7                           378.7                                                     -                          378.7

 

Group statement of cash flow

For the year ended 30 June 2025

 

                                                   Year ended  Year ended

                                                   30 June     30 June

                                                   2025        2024
                                                   £m          £m
 Cash flows from operating activities
 Cash generated from operations (see note 13)      127.9       118.9
 Interest received                                 1.1         0.6
 Interest paid                                     (4.1)       (4.4)
 Arrangement fee paid                              (0.2)       (4.3)
 Tax received                                      1.2         2.4
 Net cash generated from operating activities      125.9       113.2

 Cash flows from investing activities
 Purchase of intangible assets                     (11.9)      (16.1)
 Purchase of property, plant and equipment         (46.6)      (30.6)
 Proceeds from (payment on) sale of business       3.8         (0.8)
 Net cash used in investing activities             (54.7)      (47.5)

 Cash flows from financing activities
 Dividends paid to equity holders                  (7.0)       -
 Repayment of term loans                           -           (44.4)
 Drawdown of term loans                            -           30.0
 Drawdown of revolving credit facilities           108.0       175.4
 Repayment of revolving credit facilities          (119.5)     (181.9)
 Lease principal payments                          (39.7)      (39.0)
 Net cash used in financing activities             (58.2)      (59.9)

 Net increase in cash and short-term deposits      13.0        5.8
 Effect of exchange rate changes                   -           0.1
 Cash and short-term deposits at start of year(1)  62.4        56.5
 Cash and short-term deposits at end of year(1)    75.4        62.4

1.   Net of bank overdraft of £nil (30 June 2024: £3.7m; included within
current financial liabilities, under loans and borrowings).

 

1.     General information, basis of preparation and material accounting
policies

 

General information

 

The consolidated financial statements of The Rank Group Plc ('the Company')
and its subsidiaries (together 'the Group') for the year ended 30 June 2025
were authorised for issue in accordance with a resolution of the Directors on
13 August 2025.

 

The Company is a public limited company which is listed on the London Stock
Exchange and is incorporated and domiciled in England and Wales under
registration number 03140769. The address of its registered office is TOR,
Saint-Cloud Way, Maidenhead, SL6 8BN.

 

The Group operates gaming services in Great Britain, the Channel Islands and
Spain.

 

Summary of material accounting policies

 

The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies have been
consistently applied to all periods presented, except where specified below.

 

Basis of preparation

 

The consolidated financial statements have been prepared under the historical
cost convention.

 

Statement of compliance

 

The consolidated financial statements have been prepared in accordance with
UK-adopted International Accounting Standards. UK-adopted International
Accounting Standards includes standards issued by the International Accounting
Standards Board ('IASB') that are endorsed for use in the UK.

 

Going concern

 

In adopting the going concern basis for preparing the financial information,
the Directors have considered the circumstances impacting the Group during the
year. This includes the latest forecast for 2025/26 ('the Base Case'), the
long-range forecast approved by the Board and recent trading performance. The
Group's projected compliance with its banking covenants has also been reviewed
along with access to funding options for the 12 months ending 31 August 2026,
for the going concern period.

 

The Directors have reviewed and challenged management's assumptions for the
Group's Base Case. Key considerations are the assumptions on the levels of
customer visits and their average spend in the venues-based businesses, and
the number of first-time and returning depositors in the digital businesses,
and the average level of spend per visit for each.

 

The Base Case view contains certain discretionary costs within management
control that could be reduced in the event of a revenue downturn. These
include reductions to overheads, reduction in marketing costs, reductions to
the venues' operating costs and reductions to capital expenditure.

 

The committed financing position in the Base Case within the going concern
assessment period, is that the Group has access to the following extended
committed facilities.

 

 ·      Revolving credit facilities ('RCF') of £90.0m, repayable as
 £15.0m in January 2027 and £75.0m in January 2028.

 ·      Term loan of £30.0m, with repayment of £5.0m in October 2026
 and £25.0m in October 2027.

 

In undertaking their assessment, the Directors also reviewed compliance with
the banking covenants ('covenants') which are tested bi-annually at June and
December. The Group expects to meet the covenants throughout the going
concern period and at the test dates, being December 2025 and June 2026, and
have sufficient cash available to meet its liabilities as they fall due.

 

Sensitivity analysis

 

The Base Case view reflects the Directors' best estimate of the outcome for
the going concern period. A number of plausible but severe downside risks,
including consideration of possible mitigating actions, have been modelled
with particular focus on the potential impact to cash flows, cash headroom and
covenant compliance throughout the going concern period.

 

The two downside scenarios modelled are:

 

 (i)    Revenues in both Grosvenor and UK Digital fall by 10%, versus the
 Base Case view. Additional assumptions include increased regulatory and
 compliance costs, and costs associated with an assumed cyber incident. Several
 mitigating actions are undertaken by management including reduction in capital
 expenditure, reduction in employment costs and the removal of the Group
 planning contingency.

 (ii)   A reverse stress test where revenues in Grosvenor fall by 26% and
 revenues in UK Digital fall by 22% in FY26, with management taking actions as
 for scenario (i) but with further mitigating actions on employment costs and
 marketing costs.

 

Having modelled the scenarios, the indication is that the Group would continue
to meet its covenant requirements in all scenarios and have available cash to
meet liabilities within the going concern period, except in the reverse stress
test scenario, where one covenant is breached in August 2026; this is an
extreme case and management consider it to be remote. If this scenario was to
begin to unfold, it would be possible to execute further mitigating actions.
Refer to note 20 for further details on covenants.

 

 

Going concern statement

 

Based on the Group's cash flow forecasts and business plan, the Directors
believe that the Group will generate sufficient cash to meet its liabilities
as they fall due for the period up to 31 August 2026.

 

The Directors have considered two downside scenarios which reflects a reduced
trading performance, increased regulatory and compliance costs, inflationary
impacts on the cost base, an assumed cyber incident and various
management-controlled cost mitigations.

 

In conclusion, after reviewing the downside scenario, and considering the
remote likelihood of the scenario in the reverse stress test occurring, the
Directors have formed the judgement that, at the time of approving the
consolidated financial statements, there are no material uncertainties that
cast doubt on the Group's and the Company's going concern status, and that it
is appropriate to prepare the consolidated financial statements on the going
concern basis for the period from the date of this report to 31 August 2026.

 

Changes in accounting policies and disclosures

 

(a)   Standards, amendments to and interpretations of existing standards
adopted by the Group

 

In preparing the consolidated 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 these standards
have a significant impact on the results or net assets of the Group, with the
exception of IAS 1 - refer to the prior year restatement section below for
details. Changes are detailed below:

 

 ·      Classification of Liabilities as Current or Non-current and
 Non-current Liabilities with covenants - Amendments to IAS 1.

 ·      Lease Liability in a Sale and Leaseback - Amendments to IFRS 16.

 ·      Disclosures: Supplier Finance Arrangements - Amendments to IAS 7
 and IFRS 7.

 

(b)   Standards, amendments to and interpretations of existing standards
that are not yet effective

 

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

 

 ·      Lack of exchangeability - Amendments to IAS 21 (effective for the
 period beginning 1 July 2025).

 ·      Classification and Measurement of Financial Instruments -
 Amendments to IFRS 9 and IFRS 7 (effective for the period beginning 1 July
 2026).

 ·      Annual Improvements to IFRS Accounting Standards - Volume 11
 (effective for the period beginning 1 July 2026).

 ·      Contracts Referencing Nature-dependent Electricity - Amendments
 to IFRS 9 and IFRS 7 (effective for the period beginning 1 July 2026).

 ·      IFRS 18 - Presentation and Disclosure in Financial Statements
 (effective for the period beginning 1 July 2027).

 ·      Sale or Contribution of Assets between an Investor and its
 Associate or Joint Venture - Amendments to IFRS 10 and IAS 28.

 

The Group does not currently believe that these new standards or amendments
would have a material effect on the results or financial position of the
Group.

 

 

Estimates and judgements

 

In preparing the consolidated financial information, management has made
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income
and expenses, including inflationary cost pressures impacting the cost of
living and customer sentiment and behaviour. Actual results may differ from
these estimates.

 

(a)   Separately disclosed items ('SDIs')

 

The Group separately discloses certain costs and income that impair the
visibility of the underlying performance and trends between periods. The SDIs
are material and infrequent in nature and/or do not relate to underlying
business performance. Judgement is required in determining whether an item
should be classified as an SDI or included within the underlying results.

 

SDIs include, but are not limited to:

 

 ·      Amortisation of acquired intangible assets

 ·      Profit or loss on disposal of businesses

 ·      Costs or income associated to the closure of venues

 ·      Acquisition and disposal costs including changes to deferred or
 contingent consideration

 ·      Impairment charges

 ·      Reversal of previously recognised impairment charges

 ·      Property-related provisions

 ·      Restructuring costs as part of an announced programme

 ·      Retranslation and remeasurement of foreign currency contingent
 consideration

 ·      General dilapidations provision interest unwinding

 ·      General dilapidation asset depreciation

 ·      Discontinued operations

 ·      Significant, material proceeds from tax appeals

 ·      Tax impact of all the above.

 

For further details of those items included as SDIs, refer to note 3.

 

(b)   Climate change

 

The Group continues to consider the impact of climate change in the
consolidated financial statements and considers that the most significant
impact would be in relation to the cost of energy to the Group. Best estimates
have been factored into future forecasts, the carrying value of assets and the
useful economic life of assets in the accounts (albeit this is not considered
to have a material impact at the current time).

 

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 should a change be required.

(c)    Dilapidation costs and provisions

 

The dilapidations provision represents the estimated cost of dilapidations of
certain properties at the end of the lease term. The provision is reviewed
periodically and reflects judgement in the interpretation of lease terms and
negotiation positions with landlords, including the likelihood that the
current leasehold properties may be subject to redevelopment at the end of the
lease term.

 

The dilapidation costs are considered, based on management's judgement, not to
relate to underlying business performance as they crystallise only in the
event of a venue being closed, which lead to exit costs that are considered to
be outside of the normal course of business.

 

Provisions for dilapidations are recognised where the Group has the obligation
to make good its leased properties. These provisions are measured based on
historically settled dilapidations which form the basis of the estimated
future cash outflows. Any difference between amounts expected to be settled
and the actual cash outflow will be accounted for in the period when such
determination is made.

 

The Group's provisions are estimates of the actual costs and timing of future
cash flows, which are dependent on future events, property exits and market
conditions. Thus, there is inherently an element of estimation uncertainty
within the provisions recognised by the Group. Any difference between
expectations and the actual future liability will be accounted for in the
period when such determination is made.

 

The provisions are most sensitive to estimates of the future cash outflows
which are based on historically settled dilapidations. This means that an
increase in cash outflows of 1% would have resulted in a £0.3m increase in
the dilapidations provision. Likewise, a decrease in cash outflows of 1% would
have resulted in a £0.3m decrease in the dilapidations provision.

 

(d)   Lease extensions

 

The Group determines the lease term as the non-cancellable term of the lease,
together with any periods covered by an option to extend the lease if it is
reasonably certain to be exercised.

 

The Group has several lease contracts that include extension options.
Judgement is applied in evaluating whether or not it is reasonably certain
that the option to renew or extend the lease will be exercised. Extension
options are only included in the lease term if the lease is reasonably certain
to be extended.

 

This evaluation takes into account factors such as whether the Group has
demonstrated an intention to extend the contract; either through management
decision to proceed with the extension or by committing to significant
investment within the premises, both of which are treated as strong indicators
that the lease extension is reasonably certain to occur.

 

Prior year restatement

 

These consolidated financial statements include a prior year restatement in
relation to the presentation and classification of the Group's Revolving
Credit Facility ('RCF') in accordance with IAS 1 amendments. This saw the RCF
reclassified from current liabilities to non-current liabilities. The
adjustment reduces current liabilities by £11.5m and increases non-current
liabilities by £11.5m as at 30 June 2024.

 

The prior period comparatives have been restated for the above items in
accordance with IAS 8: 'Accounting Policies, Changes in Accounting Estimates
and Errors' and have impacted the primary financial statements as follows:

 

Balance Sheet

As at 30 June 2024

 

                                               As previously reported  Adjustment  As restated
                                               £m                      £m          £m
 Current liabilities
 Financial liabilities - loans and borrowings  (14.8)                  11.5        (3.3)
 Non-current liabilities
 Financial liabilities - loans and borrowings  (29.1)                  (11.5)      (40.6)
 Net current liabilities                       (108.2)                 11.5        (96.7)
 Total liabilities                             (393.5)                 -           (393.5)

 Net assets                                    339.0                   -           339.0

 Equity
 Total shareholders' equity                    339.0                   -           339.0

 

 

2.    Segment information

 

In line with IFRS 8: 'Operating Segments', segments are reported in a manner
consistent with the internal reporting provided to the Board of Directors, as
the Chief Operating Decision-Makers (CODM), to enable them to make strategic
and operational decisions.

 

The Group reports five segments: Digital, Grosvenor Venues, Mecca Venues,
Enracha Venues and Corporate Costs.

 

                                                 Year ended 30 June 2025
                                                 Digital  Grosvenor  Mecca    Enracha  Corporate  Total

                                                          Venues     Venues   Venues   Costs
                                                 £m       £m         £m       £m       £m         £m
 Continuing operations
 Revenue                                         235.7    378.4      140.4    40.9     -          795.4

 Operating profit (loss)                         33.3     32.0       3.4      10.8     (15.8)     63.7
 Separately disclosed items                      4.1      (2.2)      2.2      3.0      (3.8)      3.3
 Segment result                                  37.4     29.8       5.6      13.8     (19.6)     67.0

 Finance costs                                                                                    (13.2)
 Finance income                                                                                   1.0
 Other financial losses                                                                           (0.9)
 Profit before taxation                                                                           53.9
 Taxation                                                                                         (9.3)
 Profit for the year from continuing operations                                                   44.6

 

 

                                                 Year ended 30 June 2024
                                                 Digital  Grosvenor  Mecca    Enracha  Central  Total

                                                          Venues     Venues   Venues   Costs
                                                 £m       £m         £m       £m       £m       £m
 Continuing operations
 Revenue                                         226.0    331.3      138.9    38.5     -        734.7

 Operating profit (loss)                         23.4     23.7       3.7      9.6      (14.1)   46.3
 Separately disclosed items                      (7.2)    (7.2)      (5.4)    3.5      (0.6)    (16.9)
 Segment result                                  16.2     16.5       (1.7)    13.1     (14.7)   29.4

 Finance costs                                                                                  (13.4)
 Finance income                                                                                 0.7
 Other financial losses                                                                         (1.2)
 Profit before taxation                                                                         15.5
 Taxation                                                                                       (3.5)
 Profit for the year from continuing operations                                                 12.0

 

 

To increase transparency, the Group has decided to include additional
disclosures analysing total costs by type and segment. A reconciliation of
total costs, before separately disclosed items, by type and segment is as
follows:

 

                  Year ended 30 June 2025
                                   Digital  Grosvenor  Mecca    Enracha  Corporate  Total

                                            Venues     Venues   Venues   Costs
                                   £m       £m         £m       £m       £m         £m
 Employment and related costs      33.2     158.6      49.7     18.9     10.7       271.1
 Taxes and duties                  52.4     80.2       26.5     1.9      2.2        163.2
 Direct costs                      56.1     31.7       22.8     3.1      -          113.7
 Depreciation and amortisation     11.8     29.3       8.5      1.7      1.5        52.8
 Marketing                         39.5     7.0        5.6      2.6      -          54.7
 Property costs                    0.6      10.5       4.2      0.6      0.5        16.4
 Other                             8.8      29.1       19.7     1.3      0.9        59.8
 Total costs before                202.4    346.4      137.0    30.1     15.8       731.7

 separately disclosed items

 Cost of sales                                                                      453.0
 Operating costs                                                                    278.7
 Total costs before                                                                 731.7

 separately disclosed items

 

 

                                Year ended 30 June 2024
                                Digital  Grosvenor     Mecca       Enracha     Central     Total

                                         Venues        Venues      Venues      Costs
                                £m       £m            £m          £m          £m          £m
 Employment and related costs   28.9     139.6         51.8        17.7        8.6         246.6
 Taxes and duties               51.2     70.0          26.1        1.8         2.1         151.2
 Direct costs                   55.3     29.2          21.9        3.4         -           109.8
 Depreciation and amortisation  14.6     25.9          4.3         1.5         1.4         47.7
 Marketing                      39.2     8.0           5.1         2.8         -           55.1
 Property costs                 1.0      9.5           5.1         0.5         0.4         16.5
 Other                          12.4     25.4          20.9        1.2         1.6         61.5
 Total costs before             202.6    307.6         135.2       28.9        14.1        688.4

 separately disclosed items

 Cost of sales                                                                                  418.2
 Operating costs                                                                                270.2
 Total costs before                                                                             688.4

 separately disclosed items

 

 

3.    Separately disclosed items ('SDIs')

 

                                                                    Year ended  Year ended

                                                                    30 June     30 June

                                                                    2025        2024
                                                                    £m          £m
 Continuing operations
 Impairment charges                                                 (10.8)      (28.8)
 Impairment reversals                                               11.7        21.2
 Divestment of businesses                                           6.5         (0.6)
 Closure of venues                                                  2.7         (0.2)
 Fleet liability write-off                                          0.8         -
 VAT refund from HMRC (in relation to a disposed business)          0.5         -
 Amortisation of acquired intangible assets                         (2.4)       (6.6)
 Property-related provisions                                        (5.7)       (1.9)
 Separately disclosed items(1)                                      3.3         (16.9)

 Interest                                                           (0.8)       (1.1)
 Taxation (see note 5)                                              (0.6)       2.8
 Separately disclosed items relating to continuing operations(1)    1.9         (15.2)

 Separately disclosed items relating to discontinued operations(1)
 Profit on disposal of business                                     -           0.2
 Total separately disclosed items                                   1.9         (15.0)
 1.   It is Group policy to reverse separately disclosed items within the
 same line they were originally recognised under.

 

Impairment charges and reversals

During the year, the Group recognised impairment charges of £10.8m relating
to several Grosvenor, Mecca and Enracha venues (year ended 30 June 2024:
£28.8m relating to Grosvenor and Mecca venues) for a number of reasons,
including lower than anticipated performance in certain venues, reduced
forecast performance and lease events.

 

The Group also recognised a reversal of previously impaired assets of £11.7m
relating to several Grosvenor, Mecca and Enracha venues (year ended 30 June
2024: £21.2m relating to Grosvenor, Mecca and Enracha venues). The reversals
were driven by better than anticipated performance, improved financial
forecasts and higher multiples in the identified Grosvenor, Mecca and Enracha
venues, and improved growth rates in Grosvenor.

 

Refer to note 8 for further details of the above. These items are material and
non-recurring, and as such, have been excluded from underlying results.

 

Divestment of businesses

During the year, the Group concluded the disposal of its non-proprietary
(Multi-brands) business to a third-party and generated a profit of £6.5m.
This includes a total sales consideration of £6.9m, comprising £3.0m in cash
consideration and the present value of an agreed £4.5m deferred
consideration, valued at £3.9m. This is partially offset by £0.1m of legal
fees incurred, and £0.3m of assets that were classified as held for sale at
the prior year-end. See notes 9 and 16 for details.

 

In the prior year, the Group disposed of its subsidiary, Passion Gaming
Private Limited and incurred a loss of £0.5m. In addition, the Group's
Multi-brands business was in the process of divestment at that time, and
£0.1m of costs related to legal fees had been incurred.

 

Closure of venues

During the year, the Group surrendered six leases in Mecca in respect of
closed sites, resulting in a lease liability write-off of £2.8m (year ended
30 June 2024: £nil). There were no corresponding lease assets outstanding at
the time of the write-off, due to historical impairments.

 

This gain is unrelated to the underlying trading activities of the Group and
is considered to be non-recurring. Accordingly, it has been classified as a
separately disclosed item.

 

This is offset by costs incurred of £0.1m (year ended 30 June 2024: £0.2m),
relating to onerous contract costs, dilapidations and strip out costs on
leased sites, and other directly related costs for sites that have been
identified for closure. Upon initial recognition of closure provisions,
management uses its best estimates of the relevant costs to be incurred, as
well as the expected closure dates.

 

These are material, one-off costs and as such have been excluded from
underlying results.

 

Fleet liability write-off

During the year, the Group derecognised £0.8m (year ended 30 June 2024:
£nil) in respect of a fleet lease liability which has been terminated. The
related right-of-use asset was fully depreciated in the prior year. No further
lease payments are due under this agreement. This is considered to be a
material, infrequent gain, and as such, has been classified as a separately
disclosed item.

 

VAT refund from HMRC

During the year, the Group received a refund of £0.5m (year ended 30 June
2024: £nil) in respect of historical VAT overpayments related to a disposed
business of the Group. The refund relates to an historical matter outside of
the Group's ongoing operations; therefore, it has been classified as a
separately disclosed item.

 

Amortisation of acquired intangible assets

Acquired intangible assets are amortised over the life of the assets with the
charge being included in the Group's reported amortisation expense. Given
these charges are material and non-cash in nature, the Group's underlying
results have been adjusted to exclude the amortisation expense of £2.4m (year
ended 30 June 2024: £6.6m) relating to the acquired intangible assets of
Stride and YoBingo.

 

Property-related provisions

The Group recognised a dilapidation liability (and corresponding dilapidation
asset) of £28.7m during the period ended 31 December 2022. As a result, the
Group has recognised dilapidation asset depreciation of £1.8m (year ended 30
June 2024: £1.7m) and interest on the dilapidation liability of £0.8m (year
ended 30 June 2024: £1.1m) both recognised as separately disclosed items.

 

Also included within property-related provisions is a net charge of £3.9m
(year ended 30 June 2024: £0.2m) relating to additional provisions recognised
and released during the year. A provision of £5.7m was recognised offset by
releases of £1.7m and £0.1m in respect of Mecca and Grosvenor venues
respectively. See note 10 for further details.

 

Property-related provisions do not relate to the operations of the Group;
rather, they are a direct result of potential venue, club or property closures
and are therefore excluded from underlying results.

 

Profit on disposal of business

Charges or credits associated with the disposal of part or all of a business
may arise. Such disposals may result in one time impacts that in order to
allow comparability means the Group removes the profit or loss from underlying
operating results.

 

In the prior year, the Group made the decision to release £0.2m of the
warranty provision associated with the Belgium casino sale due to passage of
time. There were no gains or losses in respect of discontinued operations
recognised in the current year.

 

Taxation

The tax impacts of all the above items are not considered to be part of the
underlying operations of the Group.

 

 

4.  Financing

 

                                                               Year ended                 Year ended
                                                               30 June                    30 June
                                                               2025                       2024
                                                               £m                         £m
 Continuing operations
 Finance costs:
 Interest on debt and borrowings                               (3.9)                      (4.0)
 Amortisation of issue costs on borrowings                     (0.7)                      (3.5)
 Interest payable on leases                                    (8.6)                      (5.9)
 Total finance costs                                           (13.2)                     (13.4)

 Finance income:
 Interest income on net investments in leases                  -                          0.3
 Interest on short-term bank deposits                          0.7                        0.4
 Interest income on tax refund                                 0.3                        -
 Total finance income                                          1.0                        0.7

 Other financial losses(1)                                     (0.1)                      (0.1)
 Total net financing charge before separately disclosed items  (12.3)                     (12.8)
 Separately disclosed items - interest                         (0.8)                      (1.1)
 Total net financing charge                                    (13.1)                     (13.9)
 1.   Other financial losses include foreign exchange losses on loans and
 borrowings.

5. Taxation

 

                                                   Year ended  Year ended

                                                   30 June     30 June

                                                   2025         2024
                                                   £m          £m
 Current income tax
 Current income tax - UK                           (0.6)       0.1
 Current income tax - overseas                     (4.3)       (2.3)
 Current income tax on separately disclosed items  (0.8)       -
 Amounts under provided in previous period         -           (0.2)
 Total current income tax charge                   (5.7)       (2.4)

 Deferred tax
 Deferred tax - UK                                 (4.4)       (1.6)
 Deferred tax - overseas                           (2.1)       (1.2)
 Impact of rate changes on deferred tax            0.5         -
 Deferred tax on separately disclosed items        0.2         2.8
 Amounts over (under) provided in previous period  2.2         (1.1)
 Total deferred tax charge                         (3.6)       (1.1)

 Total tax charge in the income statement          (9.3)       (3.5)

 

Tax on SDIs

The taxation impacts of separately disclosed items are disclosed below:

 

 

                                                        Year ended 30 June 2025                               Year ended 30 June 2024
                                             Current income tax  Deferred tax     Total            Current income tax  Deferred tax     Total
                                             £m                  £m               £m               £m                  £m               £m
 Net impairment charges                      -                   (0.5)            (0.5)            -                   1.2              1.2
 Divestment of businesses                    (0.8)               (0.2)            (1.0)            -                   -                -
 Closure of venues                           -                   (0.7)            (0.7)            -                   -                -
 Fleet liability write-off                   -                   (0.2)            (0.2)            -                   -                -
 Amortisation of acquired intangible assets  -                   0.2              0.2              -                   0.8              0.8
 Property-related provisions                 -                   1.4              1.4              -                   0.8              0.8
 Interest                                    -                   0.2              0.2              -                   -                -
 Total tax (charge) credit                   (0.8)               0.2              (0.6)            -                   2.8              2.8

 on SDIs

 

Factors affecting future taxation

UK corporation tax is calculated at 25.00% (year ended 30 June 2024: 25.00%)
of the estimated assessable profit for the period. Taxation for overseas
operations is calculated at the local prevailing rates.

 

On 1 July 2024, the Government of Gibraltar announced the increase in the main
rate of corporation tax from 12.50% to 15.00% effective from 1 July 2024. This
rate change will increase the amount of cash tax payments to be made by the
Group.

 

The ultimate holding company ('UHC') and its subsidiaries (the 'UHC Group') of
which the Group is a part of, is within the scope of the Organisation for
Economic Co-operation and Development ('OECD') Pillar Two model rules whereby
top-up tax on profits is required in any jurisdictions in which it operates
when the blended effective tax rate in each of those jurisdictions is lower
than the minimum effective tax rate of 15.00%.

 

Jersey, the jurisdiction of the UHC Group, will be implementing the Pillar Two
model rules effective from the financial year beginning on or after 1 January
2025. Certain jurisdictions in which the Group operates, i.e., United Kingdom,
Gibraltar, Spain and South Africa, have implemented the Pillar Two model rules
earlier, starting from the financial year beginning on or after 1 January
2024.

 

As a result of the implementation, the UHC Group has performed an assessment
of the potential exposure to Pillar Two income taxes including the
'Transitional CbCR Safe Harbour' based on the CbCR and financial statements
information for FYE 30 June 2024 for the constituent entities in the UHC Group
for Pillar Two purposes.

 

Based on the assessment, the Pillar Two effective tax rates in most
jurisdictions in which the Group operates are above 15.00%.  However, there
are a limited number of jurisdictions where the transitional safe harbour
relief does not apply, and the Pillar Two effective tax rate is below
15.00%.  The Group's current tax charge includes a top-up tax liability of
£1.3m in respect of these jurisdictions.

 

The Amendments to IAS 12: 'Income Taxes - International Tax Reform - Pillar
Two Model Rules' introduce a temporary mandatory exception to the accounting
for deferred taxes arising from the jurisdictional implementation of the
Pillar Two Model Rules as well as disclosure requirements on the exposure to
Pillar Two income taxes upon adoption.

 

Accordingly, the Group has applied the temporary mandatory exception in
Amendments to IAS 12: 'International Tax Reform - Pillar Two Model Rules'
retrospectively and is not accounting for deferred taxes arising from any
top-up tax due to the Pillar Two model rules in the consolidated financial
statements.

 

The UHC Group continued to monitor Pillar Two legislative developments and
evaluate the potential exposure to the Pillar Two income taxes for all of its
subsidiaries that operate in the same jurisdiction as the Group.

 

 

6. Dividends paid to equity holders

 

                                                                       Year ended  Year ended

                                                                       30 June     30 June

                                                                       2025         2024
                                                                       £m          £m
 Final dividend for 2023/24 paid on 25 October 2025 - 0.85p per share  4.0         -
 Interim dividend for 2024/25 paid on 13 March 2025 - 0.65p per share  3.0         -
 Dividends paid to equity holders                                      7.0         -

 

A final dividend in respect of the year ended 30 June 2025 of 1.95p per share,
amounting to a total dividend of £9.1m, is to be recommended at the Annual
General Meeting on 15 October 2025. This dividend is not recognised as a
liability in the consolidated statement of financial position, in line with
the requirements of IAS 10: 'Events After the Reporting Period' and is subject
to shareholder approval.

 

7. Underlying earnings per share

 

Underlying earnings is calculated by adjusting profit attributable to equity
shareholders to exclude discontinued operations, separately disclosed items
and the related tax effects. Underlying earnings is one of the business
performance measures used internally by management to manage the operations of
the business. Management believes that the underlying earnings measure assists
in providing a view of the underlying performance of the business.

 

Underlying net earnings attributable to equity shareholders is derived as
follows:

 

                                                              Year ended  Year ended

                                                              30 June     30 June

                                                              2025        2024
                                                              £m          £m
 Profit attributable to equity shareholders                   44.6        12.5
 Adjust for:
 Separately disclosed items after tax                         (1.9)       15.0
 Underlying net earnings attributable to equity shareholders  42.7        27.5

 Continuing operations                                        42.7        27.5
 Weighted average number of ordinary shares in issue          468.4m      468.4m

 Underlying earnings per share - basic
 Continuing operations                                        9.1p        5.9p

 Underlying earnings per share - diluted
 Continuing operations                                        9.1p        5.9p

 

 

8. Impairment reviews

 

The Group considers each venue to be a separate cash-generating unit ('CGU').
The Group's digital operations consist of the UK digital business and the
International digital business. UK Digital and International Digital are each
assessed as separate CGUs. The individual Grosvenor venues are aggregated for
the purposes of allocating the Grosvenor goodwill.

 

As at 30 June 2025, goodwill and indefinite life intangible assets considered
significant in comparison to the Group's total carrying amount of such assets
have been allocated to groups of CGUs as follows:

 

                                           Goodwill                               Intangible assets
                              2024/25            2023/24            2024/25          2023/24
                              £m                 £m                 £m               £m
 Grosvenor: group of CGUs(1)  80.9               80.9               173.0            179.0
 UK Digital CGUs              108.5              108.5              -                -
 International Digital CGUs   30.9               30.9               -                -
 Enracha CGUs(2)              -                  -                  17.5             11.2
 Total                        220.3              220.3              190.5            190.2
 1.  Each Grosvenor venue is a separate CGU. Each venue holds at least one
 licence, but can hold multiple licences, which represents an indefinite life
 intangible asset. The individual Grosvenor venues are aggregated for the
 purposes of allocating the Grosvenor goodwill.

 2.  Each Enracha venue is a separate CGU. As no individual venue CGU is
 significant in comparison to the total carrying amounts of intangible assets
 and other assets, the venue CGUs have been presented on aggregated basis.

 

The carrying amounts of the Group's non-financial assets, other than
inventories and deferred tax assets, are reviewed at each reporting date to
determine whether there is any indication of impairment as required by IAS 36.

 

If any such indication exists, then the recoverable amount of the asset or CGU
is estimated. For goodwill and intangible assets that have indefinite lives,
the recoverable amount of the related CGU or group of CGUs is estimated each
year at the same time. The recoverable amount is determined based on the
higher of the fair value less costs of disposal and value in use. The nature
of the test requires that the Directors exercise judgement and estimation.

 

The impairment test was conducted in June 2025, and management is satisfied
that the assumptions used were appropriate and that goodwill asset is not
impaired. no reasonable possible changes in assumptions will result in an
impairment and therefore no sensitivity analysis has been disclosed.

 

Testing is carried out by allocating the carrying value of these assets to
CGUs, as set out above, and determining the recoverable amounts of those CGUs.
The individual CGUs were first tested for impairment and then the group of
CGUs to which goodwill is allocated were tested. Where the recoverable amount
exceeds the carrying value of the CGUs, the assets within the CGUs are
considered not to be impaired. If there are legacy impairments for such
assets, except goodwill, these are considered for reversal.

 

The recoverable amounts of all CGUs or group of CGUs have been calculated with
reference to their value in use. Value in use calculations are based upon
estimates of future cash flows derived from the Group's strategic plan for the
following four years. The strategic plan is updated in the final quarter of
the financial year and has been approved by the Board of Directors. Future
cash flows will also include an estimate of long-term growth rates which are
estimated by business unit.

 

Pre-tax discount rates are applied to each CGU or group of CGUs' cash flows
and reflect both the time value of money and the risks that apply to the cash
flows of that CGU or group of CGUs. These estimates have been calculated by
external experts and are based on typical debt and equity costs for listed
gaming and betting companies with similar risk profiles. The rates adopted are
disclosed in the table below:

 

                                       Pre-tax discount rate                                   Long-term growth rate
                        2024/25                     2023/24                     2024/25                     2023/24
 Grosvenor Venues       12.00%                      12.80%                      3.5%                        2.0%
 Mecca Venues           13.33%                      12.80%                      2.0%                        2.0%
 Enracha Venues         13.60%                      13.07%                      2.0%                        2.0%
 UK Digital             13.53%                      13.41%                      2.0%                        2.0%
 International Digital  14.63%                      14.29%                      2.0%                        2.0%

 

The following impairment charges and impairment reversals have been recognised
during the year and disclosed within separately disclosed items in the Group
income statement:

 

                                   Property, plant and     Right-of-use      Intangible        Total

                                   equipment               assets            assets
                                   £m                      £m                £m                £m
 Impairment charges
 Grosvenor Venues(1)               (1.6)                   -                 (2.9)             (4.5)
 Mecca Venues (2)                  (4.4)                   (1.4)             (0.3)             (6.1)
 Enracha Venues(3)                 (0.2)                   -                 -                 (0.2)
                                   (6.2)                   (1.4)             (3.2)             (10.8)
 Impairment reversals
 Grosvenor Venues(1)               1.1                     0.6               1.5               3.2
 Mecca Venue(2)                    1.9                     3.3               -                 5.2
 Enracha Venues(3)                 -                       -                 3.3               3.3
                                   3.0                     3.9               4.8               11.7

 Net impairment (charge) reversal           (3.2)          2.5               1.6               0.9
 1.   Impairment charges and reversals are recorded at the different
 individual Grosvenor venue CGUs. The total value in use of the CGUs where an
 impairment charge or impairment reversal was recognised totalled to £770.4m.

 2.   Impairment charges and reversals are recorded at the different
 individual Mecca venue CGUs. The total value in use of the CGUs where an
 impairment charge or impairment reversal was recognised totalled to £40.9m.

 3.   Impairment charges and reversals are recorded at the different
 individual Enracha venue CGUs. The total value in use of the CGUs where an
 impairment charge or impairment reversal was recognised totalled to £97.6m.

 

 

9.    Assets classified as held for sale

 

At 30 June 2024, the Group was in well advanced in discussions to sell its
Multi-brands business to a third party. The Multi-brands business enabled
customers of those brands to play real money online gambling games on
third-party platforms. The sale concluded on 18 December 2024. The
Multi-brands business was part of the Digital segment.

 

The divestment was driven by the Group's longer term strategic ambition to
focus on its core brands, including Grosvenor and Mecca, which are hosted on
the Group's proprietary online platform.

 

The non-current assets of the Multi-brands business as at 30 June 2024 were
reclassified as a disposal group held for sale. The reclass of non-current
assets held for sale which related to the Multi-brands is shown below. There
are no such assets classified as held for sale as at 30 June 2025.

 

                                     As at     As at

                                     30 June   30 June

                                     2025       2024
                                     £m        £m
 Intangible assets                   -         0.3
 Assets classified as held for sale  -         0.3

 

10.  Provisions

 

                                         Property- related  Disposal     Pay         Legal       Total

                                         provisions         provisions   provision   provision
                                         £m                 £m           £m          £m          £m
 At 1 July 2024                          36.5               0.2          0.1         -           36.8
 Created                                 5.7                -            0.4         0.1         6.2
 Charge to the income statement - SDIs   0.8                -            -           -           0.8
 Release to the income statement - SDIs  (1.8)              -            -           -           (1.8)
 Utilised in the year                    (2.8)              -            -           -           (2.8)
 At 30 June 2025                         38.4               0.2          0.5         0.1         39.2

 Current                                 0.8                0.2          -           0.1         1.1
 Non-current                             37.6               -            0.5         -           38.1
 Total                                   38.4               0.2          0.5         0.1         39.2

 

Provisions have been made based on management's best estimate of the future
cash flows, taking into account the risks associated with each obligation.

 

Property-related provisions

Where the Group no longer operates from a leased property, onerous property
contract provisions are recognised for the least net cost of exiting from the
contract. Unless a separate exit agreement with a landlord has already been
agreed, the Group's policy is that this onerous contract provision includes
all unavoidable costs of meeting the obligations of the contract. The amounts
provided are based on the Group's best estimates of the likely committed
outflows and site closure dates.

 

These provisions do not include lease liabilities, however, do include
unavoidable costs related to the lease such as service charges, insurance and
other directly related costs. As at 30 June 2025, property-related provisions
include a £32.2m provision for dilapidations (30 June 2024: £34.0m) and a
£6.2m onerous contracts provision (30 June 2024: £2.5m).

 

Of the £6.2m, £4.7m relates to an onerous contract provision for unoccupied
premises, reflecting the present value of the unavoidable service charges
under the non-cancellable period of the lease, net of expected income from
subleasing the property. If no sublet income were assumed over the remaining
non-cancellable lease term, the onerous lease provision at 30 June 2025 would
increase by £2.1m.

 

Provisions for dilapidations are recognised where the Group has the obligation
to make good its leased properties. These provisions are recognised based on
historically settled dilapidations which form the basis of the estimated
future cash outflows. Any difference between amounts expected to be settled
and the actual cash outflow will be accounted for in the period when such
determination is made.

 

Where the Group is able to exit lease contracts before the expiry date or
agree sublets, this results in the release of any associated property
provisions. Such events are subject to the agreement of the landlord;
therefore, the Group makes no assumptions on the ability to either exit or
sublet a property until a position is contractually agreed.

 

Disposal provisions

In prior years, a provision was made in respect of legacy industrial disease
and personal injury claims, and other directly attributable costs arising as a
consequence of the sale or closure of previously owned businesses. The balance
of the provision as at 30 June 2025 is £0.2m (30 June 2024: £0.2m).

 

Pay provision

During the year, the Group recognised an additional provision of £0.4m
relating to a compliance audit. The pay provision of £0.1m as at 30 June 2024
relates to the historical remaining settlements associated with the National
Minimum Wage Regulations for those employees for whom the Group is still in
contact for, for payment details.

 

Legal provision

During the year, a provision of £0.1m has been recognised in respect of a
personal injury claim. The Group has recognised 100% of the claim as a
provision.

 

 

11.  Share capital and reserves

 

                                               As at 30 June 2025                             As at 30 June 2024
                                     Number               Nominal              Number                    Nominal

                                                          value                                          Value
                                     m                    £m                   m                         £m
 Authorised
 Ordinary shares of 13(8)/(9)p each  1,296.0              180.0                1,296.0                   180.0

 Issued and fully paid
 At start of the year                468.4                65.0                 468.4                     65.0
 At end of the year                  468.4                65.0                 468.4                     65.0

 Share premium
 At start of the year                468.4                155.7                468.4                     155.7
 At end of the year                  468.4                155.7                468.4                     155.7

 

The total number of shares in issue as at 30 June 2025 is 468,429,541 (30 June
2024: 468,429,541).

 

 

12.  Borrowings to net debt reconciliation

 

Under IFRS, accrued interest and unamortised facility fees are classified as
loans and borrowings. A reconciliation of loans and borrowings disclosed in
the balance sheet to the Group's net debt position is provided below:

 

                                               As at     As at

                                               30 June   30 June

                                               2025      2024
                                               £m        £m
 Total loans and borrowings                    (30.2)    (43.9)
 Adjusted for:
 Accrued interest                              0.2       0.3
 Unamortised facility fees                     -         (1.6)
                                               (30.0)    (45.2)
 Cash and short-term deposits                  75.4      66.1
 Net debt excluding IFRS 16 lease liabilities  45.4      20.9
 IFRS 16 lease liabilities                     (176.2)   (153.4)
 Net debt                                      (130.8)   (132.5)

 

13.  Notes to the cash flow statement

 

                                                                    Year ended  Year ended

                                                                    30 June     30 June

                                                                    2025        2024
                                                                    £m          £m
 Profit for the year                                                44.6        12.2
 Adjustments for:
 Depreciation and amortisation                                      52.8        47.7
 Amortisation of arrangement fees                                   0.7         3.5
 Loss on disposal of property, plant and equipment                  2.4         -
 Net financing charge                                               11.6        9.4
 Income tax expense                                                 8.7         6.3
 Share-based payments                                               2.6         1.2
 Gain on lease surrender                                            (0.6)       -
 Separately disclosed items                                         (1.9)       15.0
                                                                    120.9       95.3

 (Increase) decrease in inventories                                 (0.1)       0.2
 Decrease in other receivables                                      4.6         21.1
 Increase in trade and other payables                               4.8         5.7
                                                                    130.2       122.3

 Cash utilisation of provisions                                     (2.8)       (3.3)
 Cash payments (receipts) in respect of separately disclosed items  0.5         (0.1)
 Cash generated from operations                                     127.9       118.9

 

 

14.  Contingent liabilities and contingent assets

 

Contingent liabilities

 

Property arrangements

The Group has certain property arrangements under which rental payments revert
to the Group in the event of default by the third party. At 30 June 2025, it
is not considered probable that the third party will default. As such, no
provision has been recognised in relation to these arrangements. If the third
party were to default on these arrangements, the obligation for the Group
would be £0.3m on a discounted basis.

 

Legal and regulatory landscape

Given the nature of the legal and regulatory landscape of the industry, from
time to time the Group receives notices and communications from regulatory
authorities and other parties in respect of its activities and is subject to
regular compliance assessments of its licensed activities.

 

The Group recognises that there is uncertainty over any fines or charges that
may be levied by regulators as a result of past events and depending on the
status of such reviews, it is not always possible to reliably estimate the
likelihood, timing and value of potential cash outflows.

 

Disposal claims

As a consequence of historic sale or closure of previously owned businesses,
the Group may be liable for any legacy industrial disease and personal injury
claims alongside any other directly attributable costs. The nature and timing
of these claims is uncertain and depending on the result of the claim's
assessment review, it is not always possible to reliably estimate the
likelihood, timing and value of potential cash outflows.

 

Contingent consideration

On 21 April 2022, the Group completed the purchase of the remaining 50%
shareholding of UK Digital Limited (formerly known as Aspers Online Limited)
for a total consideration £1.3m. Of this consideration, £0.5m was paid in
cash on completion in lieu of the outstanding loan balance the Company owed to
the seller, along with £0.8m due in contingent consideration.

 

The contingent consideration is equivalent to a percentage of the net gaming
revenue generated from the acquired customer database, until the Aspers Group
launches a competing online operation, or until a £2.0m brand fee is reached.
A present value of £0.8m was recognised at 30 June 2022.

 

The Group settled £0.5m of the contingent consideration in the subsequent two
years, leaving a balance of £0.3m as at 30 June 2024. At 30 June 2025, the
Group settled a further £0.2m of the contingent consideration leaving a
balance of £0.1m. This balance is deemed sufficient to cover payments until
the end of the 2026 financial year.

 

Contingent assets

There are no contingent assets requiring disclosure as at 30 June 2025 (30
June 2024: none).

 

 

15.  Related party transactions and ultimate parent undertaking

 

Guoco Group Limited ('Guoco'), a company incorporated in Bermuda and listed on
The Stock Exchange of Hong Kong Limited, has a controlling interest in The
Rank Group Plc. The ultimate parent undertaking of Guoco is GuoLine Capital
Assets Limited ('GuoLine'), a company incorporated in Jersey.

 

Following an internal restructure on 30 June 2025, GSL Holdings Limited
('GSL') replaced GuoLine as the ultimate parent of GuoLine (Singapore) Pte Ltd
and holds an interest in the Company. GSL is a company also incorporated in
Jersey.

 

At 30 June 2025, entities controlled by GuoLine and GSL owned 60.3% (30 June
2024: 60.3%) of the Company's shares, including 56.2% (30 June 2024: 56.2%)
through Guoco's wholly owned subsidiary, Rank Assets Limited, the Company's
immediate parent undertaking.

 

16.  Gain on disposal of non-proprietary (Multi-brands) business

 

The Group completed the sale of its Multi-brands (non-proprietary) business to
Broadway Gaming UK Limited on 18 December 2024. The major classes of assets
and liabilities disposed relating to the Multi-brands business were as
follows:

 

                                                £m
 Intangible assets                              0.3
 Total assets                                   0.3
 Total liabilities                              -
 Net assets disposed                            0.3

 Consideration received                         (6.9)
 Legal fees incurred                            0.1
 Gain on disposal - separately disclosed items  (6.5)

 

Total gross consideration due of £7.5m comprised £3.0m in cash consideration
on completion and £4.5m of deferred consideration, discounted to £3.9m. As
per the terms agreed, the deferred consideration is intended to be settled on
a Revenue Share basis phased over the course of 33 months, being the shortest
term. However, the recovery of the deferred consideration is subject to a
minimum of £0.1m per month with longest term recovery of 39 months.

 

A discount rate of 10.05% was used to calculate the present value. The total
profit on disposal in separately disclosed items is £6.5m (see note 3).

 

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