REG - Winvia Entertainment - Final Results
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RNS Number : 8134E Winvia Entertainment PLC 19 May 2026
19 May 2026
Winvia Entertainment PLC
("Winvia Entertainment", the "Group" or the "Company")
Final results for the year ending 31 December 2025
Adjusted EBITDA in line with recently upgraded expectations
Continued strong trading in Q1 FY26
Winvia Entertainment (AIM: WVIA), a technology-led entertainment business,
focused on prize draw competitions and online gaming, today announces its
final results for the year ending 31 December 2025.
Financial highlights(1)
· Net revenue increased to £170.3 million (FY24: £38.1 million)
· Adjusted EBITDA(2) increased to £31.2 million (FY24: £6.6 million) in line
with recently upgraded expectations
· Statutory profit from operations increased to £12.0 million (FY24: £5.9
million)
· Net cash/(debt)(3) increased to £29.9 million (FY24: (£36.6 million))
· Dividend of 5.9 pence per share recommended by the Directors, in line with
expectations set at time of IPO
FY25 KPIs
Prize Draw Competitions(4)
FY25 FY24 % increase
Active customers(6) 1.7m 0.9m +94%
New user registrations(7) 1.5m 0.9m +74%
First time players(8) 1.2m 0.6m +113%
Online Gaming(5)
FY25 FY24 % increase
Active customers(6) 1.5m 1.4m +10%
New user registrations(7) 2.0m 1.8m +12%
First time depositors(8) 0.4m 0.4m -
Operational highlights
· Prize Draw Competitions
− Active customers up 94% year-on-year, driven by M&A, higher marketing
spend, streamlined onboarding, ongoing platform migration and enhanced prize
offerings. This delivered record peak-season player numbers and strong
momentum into FY26.
− Launched subscription option (BOTB Pass) in H2 FY25, which has materially
exceeded management's expectations, reaching 9% of BOTB monthly revenue by 31
December 2025. Subscription cohort unit economics are tracking firmly ahead of
initial assumptions with retention strengthening across each successive
cohort.
− Continued investment in unique features across all aspects of the user journey
(from acquisition to retention and reactivation) resulting in increase of
related KPIs.
· Online Gaming
− Introduced a new revenue stream, through three new B2B partnerships, which now
accounts for over a quarter of deposits as of 31 March 2026, surpassing the
contribution from white labels in under a year.
− Launched features and improvements to help drive further margin enhancement.
− Successfully mitigated the increase in Romanian gaming tax introduced during
2025.
· Technology platform
− Integration and development of dedicated AI tools to support rapid scale
opportunity across Own/B2B/B2B2C channels and future M&A integration.
M&A
· On 18 May 2026, the Group announced it had entered into an asset purchase
agreement to acquire the trade, business and assets (excluding any
liabilities, cash and trade receivables) of Rev Corp Limited, trading as Rev
Comps. The acquisition is expected to be earnings enhancing in the first full
financial year following completion and is aligned to the Company's strategy
to build a leading position in the UK prize draw market.
· The Group continues to engage with a number of exciting potential acquisition
targets in the UK prize draw sector, building a strong pipeline of M&A
opportunities within a fragmented market.
Current trading and outlook
· Trading in the first quarter of FY26 has continued to be strong and the Group
is firmly on track to meet the Board's full year expectations.
· Monthly recurring revenues from Prize Draw Competitions subscriptions continue
to accelerate and, as of 31 March 2026, now contribute in excess of 20% of
monthly BOTB revenue, ahead of plan.
· As we head into a peak trading period, we see a significant opportunity to
increase our market share which we intend to capitalise on.
· The Board is confident on Winvia's ability to deliver sustainable growth,
supported by its scalable technology platform, strong cash generation and
strong pipeline of M&A opportunities within a fragmented UK prize draw
market.
Mihai Manoila, Chief Executive Officer, commented:
"2025 has been a transformational year for Winvia, marked by strong execution,
further scale and the demonstration of our agility, delivering on
opportunities that capture further revenue in a growing market. We have driven
significant revenue and EBITDA growth, expanded our customer base across both
Prize Draw Competitions and Online Gaming, and demonstrated the power of our
proprietary technology platform to deliver scalable, high-margin growth.
Additionally, we have seen early success in our subscription model.
"We have carried this strong momentum into 2026, which gives us confidence in
our ability to further increase recurring revenues and market share. With a
robust balance sheet, a clear consolidation opportunity in the fragmented UK
prize draw market, and continued investment in technology and AI, we are well
positioned to deliver sustainable long-term value for shareholders."
Notes:
1. Prior year statutory accounts only included 20 days of the Online
Gaming segment given the Group came together on 11 December 2025.
2. Adjusted EBITDA is defined as operating profit adjusted for foreign
currency gains and losses, depreciation and amortisation, and adjusting items.
3. Net cash / (debt) is defined as cash balances available to the
Group, excluding restricted balances, net of third-party debt provided to the
Group.
4. Figures for FY25 include both Best of the Best ("BOTB") and Click
Competitions ("Click"). In FY24, the figures only included BOTB.
5. Above figures represent own brand and white label activity, or B2C
activity only.
6. Active customers are defined as any customer who purchases a ticket
in a prize draw competition or places a stake in any game operated in the
online gaming segment.
7. New user registrations are defined as any new customer registering
onto any website operated by the Group across both business verticals during
the year.
8. First time players/depositors are defined as any player who
purchases their first ticket in a prize draw competition or makes their first
deposit into their online gaming account during the year.
All figures, including percentage movements, are subject to rounding
Contacts:
Winvia Entertainment https://winvia.co.uk/
(https://protect.checkpoint.com/v2/r02/___https:/winvia.co.uk/___.YXAxZTpzaG9yZWNhcDpjOm86ODBhNjgxMDA0NjA5YTE1ZTFkNmQxYWU3NDRjNDNkYjU6NzoyNmI2OjAxZmU0Zjc1YjJkZGE5YWQwOWNjNGIwYThkNmY1MDQ5MDNlODlhZDFlMWZmYjE4YjliMzJiMWM1MTBkMDUwOTk6cDpUOk4)
Mihai Manoila, Chief Executive Officer c/o Alma
Simon Hay, Chief Financial Officer
Shore Capital (Nominated Adviser & Broker) +44 (0) 20 7408 4090
Patrick Castle / Tom Knibbs / Sophie Collins
Alma Strategic Communications +44 (0) 20 3405 0205
Rebecca Sanders-Hewett / Sam Modlin / Rose Docherty winvia@almastrategic.com
About Winvia Entertainment
Winvia Entertainment plc (AIM: WVIA) is a technology-led entertainment
business, focused on two discrete fast-growing channels, being the large and
highly fragmented Prize Draw Competition market in the UK, and Online Gaming
in the regulated Romanian market. Underpinning both channels is the
proprietary technology platform, which has a track-record of supporting growth
and operational improvement.
Winvia Entertainment is the second largest (by market share) prize draw
operator in the UK (London Economics report for the Department for Media,
Culture and Sport, June 2025) where players play for a range of prizes
including cars, luxury watches, holidays, gadgets, properties and other items.
The Group currently owns two prize draw brands, Best of the Best and Click
Competitions.
The Group's Online Gaming business is well established, growing, profitable
and highly cash generative. The Group operates a multi-brand strategy
including own brands, such as Princess Casino, Royal Slots and Luck, a number
of white label brands and several B2B partnerships.
The Group's newly built innovative proprietary technology platform is a key
strength of the business. It has been built in-house, with significant
investment and its application to date has significantly improved key
performance metrics.
The Group's near-term growth plans are primarily focused on the highly
fragmented, fast-growing Prize Draw Competitions market in which there are
strong organic growth opportunities in addition to a strong pipeline of
potential acquisitions that can leverage the technology platform.
Chair Statement
I am pleased to present Winvia's first set of results since admission to
trading on AIM in November 2025. The Board is delighted with the Group's
performance, which demonstrates the strength of our business model and the
progress we have made in executing our strategic plan.
During the year, Winvia successfully completed an oversubscribed AIM IPO,
raising £40 million of gross proceeds, which provides a strong capital
foundation to support both organic growth and strategic acquisitions in the UK
prize draw market. This was an important milestone in the Group's development
and reflects strong investor confidence in our technology led entertainment
platform and growth prospects.
Delivering ahead of plan
The Directors are pleased to report strong revenue and adjusted EBITDA growth,
with adjusted EBITDA in line with the recently upgraded market expectations,
underscoring the profitability and scalability of our operations. We have
delivered robust operating cash flow and finished the year with a healthy net
cash position, providing financial flexibility as we continue to invest in
long-term value creation.
In line with expectations set at the time of the IPO, the Board has proposed a
dividend of 5.9 pence per share with these results, reflecting our commitment
to delivering shareholder returns. While mindful of prudent capital allocation
and future growth opportunities, we believe this reflects our strong
performance and confidence in continued progress.
Well positioned to address a significant market opportunity in UK prize draw
The UK prize draw market represents a large, fast‑growing and structurally
under‑developed opportunity, supported by strong and sustained consumer
engagement. Around 7.4 million UK adults participate in paid online prize
draws and competitions each year, with the sector valued at approximately
£1.3bn annually and comprising a highly fragmented landscape of over 400
operators. Engagement is both frequent and mainstream, with 8% of adults
spending money to enter an online draw for major prizes within a four‑week
period.
Despite this scale, the market remains under‑digitised, presenting a clear
opening for operators with advanced technology, data capability and brand
strength to consolidate share. Rising digital participation, mobile‑first
behaviour and a structural shift towards subscription‑based products are
supporting long‑term growth in the segment.
With its scalable proprietary technology platform, strong brand recognition,
growing customer base, and increasing use of AI‑driven tools and data
analytics, Winvia is well positioned to capture this opportunity, driving
enhanced conversion, retention and recurring revenue expansion.
The Group welcomes the Department for Digital, Culture, Media and Sport's
comprehensive market study and subsequent Voluntary Code of Good Practice for
Prize Draw Operators (the "Voluntary Code"). The Group is pleased to be a
signatory to the Voluntary Code, which supports higher standards of
transparency, consistency and player protection, while providing greater
clarity and supporting confidence in the market's continued development. While
the Board views this as a positive step forward for the sector, there may be
short-term challenges within the market as those that do comply with the
Voluntary Code compete against those that choose not to comply.
Strengthening the leadership team
As announced, David Perry, having played a key role in the Group's IPO,
stepped down from the Board on 1 February 2026 to pursue his next project.
Simon Hay, Chief Commercial Officer since joining the Group in November 2025,
joined the Board as CFO on the same date. Simon brings over 25 years of
strategic and commercial finance experience in gaming, travel, and leisure,
previously serving as CFO at Pawatech Group Limited and Interim CFO at Rank
Group PLC.
Confidence looking to the future
I would like to thank our shareholders, colleagues and partners for their
support as we have executed the first stage of our strategic plan. The Group
has had a strong start to 2026, highlighting its resilience in uncertain
macroeconomic times. Looking ahead, the Board remains confident in the Group's
ability to build on this solid foundation and to deliver sustainable growth
across both our core segments - Prize Draw Competitions and Online Gaming.
CEO Statement
I am proud to report that 2025 has been a transformational year for Winvia
Entertainment plc, with significant progress on operational, financial and
strategic fronts.
The year was characterised by strong execution, accelerated growth and
excellent operational momentum, which we are seeing continuing into FY26.
Building on this performance, we are focused on delivering on our strategic
priorities - scaling our technology-driven platform, expanding our customer
base, enhancing recurring revenues, and selectively executing on inorganic
opportunities in the UK prize draw market, to drive value for shareholders.
Revenue grew to £170.3 million, with adjusted EBITDA increasing to £31.2
million, exceeding the previous year's results and exceeding our expectations
at the time of our IPO in November. The Group consistently generates strong
operating cash flows, contributing to an increasingly healthy net cash
position at year-end.
Prize Draw Competitions: Delivering significant growth in the UK prize draw
market
FY25 FY24 % increase
Active customers(1,2) 1.7m 0.9m +94%
New user registrations(1,3) 1.5m 0.9m +74%
First time players(1,4) 1.2m 0.6m +113%
1. Figures for FY25 include both Best of the Best ("BOTB") and Click
Competitions ("Click"). In FY24, the figures only included BOTB.
2. Active customers are defined as any customer who purchases a ticket
in a prize draw competition.
3. New user registrations are defined as any new customer registering
onto any website operated by the Group during the year.
4. First time players are defined as any player who purchases their
first ticket in a prize draw competition.
FY25 marked a strong year for the Prize Draw Competitions business, with
active customers increasing by 94% year on year, driven by the impact of
M&A, greater marketing spend, streamlined onboarding, ongoing migration
onto the technology platform and enhanced prize offerings. Alongside this,
further products were launched and customer experience was further enhanced.
This culminated in record player numbers in the peak season and positive
momentum heading into FY26.
The subscription option, BOTB Pass, launched in the second half of the year,
quickly exceeded management's projections with strong adoption, and at
year-end represented a meaningful share of total revenues, at 9% of BOTB
monthly revenue in December 2025. As we progress into FY26, with the continued
growth of BOTB Pass, subscription revenues now represent 20% of BOTB revenues
in the first quarter to 31 March 2026. This level of adoption and above
industry standard retention demonstrates significant market traction and
product-market fit, with BOTB launching a completely different model of
subscription with real USPs and differentiators.
With the lifetime value of a subscriber being more than five times the value
of a non-subscriber, the subscription model has become a key driver of
long-term revenue and plans are underway to further cultivate this income
source through targeted marketing, expansion of market share and customer
lifetime value. Naturally, as customers shift to recurring membership products
from transactional purchases, the average transaction value of
non-subscription purchases may moderate in the short term as more customers
convert to the subscription model, however, we believe this is more than
offset by the significant increase in the customer lifetime value. Through
continued customer acquisition and engagement initiatives, which have resulted
in the Group being the number one brand in terms of social media presence in
the prize draw space with over 500 million organic views, according to Social
Blade, there has been no significant impact on total revenues, while
benefiting from improved revenue visibility and customer retention.
Online Gaming: Continued growth with new revenue opportunity delivering
FY25 FY24 % increase
Active customers(1) 1.5m 1.4m +10%
New user registrations(2) 2.0m 1.8m +12%
First time depositors(3) 0.4m 0.4m -
1. Active customers are defined as any customer who places a stake in
any game operated in the Online Gaming segment.
2. New user registrations are defined as any new customer registering
onto any website operated by the Group during the year.
3. First time depositors are defined as any player who makes their
first deposit into their online gaming account during the year.
The Online Gaming segment demonstrated a strong performance in FY25, despite
changes in the legislative landscape, which the Group mitigated in its
entirety. The number of active customers increased by 10% year on year,
continuing the double-digit growth trend established in the previous period.
December 2025 marked a record high for deposits, rising 16% compared to
December 2024. This growth is attributable to the Group's ability to acquire
customers at a lower rate than the market via our technology and know-how,
enhanced player engagement and successful product improvements implemented
throughout the year, providing positive momentum as the Company transitions
into 2026.
The launch of three new B2B partnerships this year contributed to revenue
growth, established an additional revenue stream, and demonstrated the
scalability of the Group's technology platform. B2B customer deposits for the
month of December 2025 were 24% of the total value of deposits transacted
through the platform, generating a high-margin and recurring revenue streams,
with this increasing to 26% by 31 March 2026. The initial achievements of
these collaborations reinforce our confidence in the continued expansion of
this revenue stream. Importantly, these partnerships were launched with
minimal incremental operational cost, demonstrating the significant operating
leverage of the Group's proprietary technology platform. As of December 2025,
the external platform revenues more than offset the monthly internal platform
development costs.
While there is a significant opportunity with this revenue stream, the current
focus of the Group is on expanding deployments within the Prize Draw
Competitions segment, where management believes the commercial opportunity is
particularly significant and 'once in a lifetime'. Over time, the continued
development of this platform capability may represent an increasingly
meaningful strategic component of the Group's overall business model,
benefiting from a capital-light and incrementally scalable operating
structure. As adoption expands, the platform is gradually evolving beyond an
internal technology stack into a broader ecosystem supporting multiple
partners and brands within the Group's operating verticals.
Enhancing our technology platform
Winvia's technology platform is central to the Group's strategy and underpins
growth across all operating segments. The Group continues to invest in a
proprietary, scalable and modular platform designed to support high
transaction volumes, rapid product innovation and efficient customer
acquisition, while meeting stringent regulatory and compliance requirements.
The strategy is to leverage the platform both to enhance the performance of
Winvia's own consumer-facing brands and to monetise the technology through B2B
partnerships, creating a diversified and capital-light revenue stream.
The Group operates in markets where technology, data and speed of execution
are increasingly critical competitive differentiators. Winvia's platform
enables the rapid testing and deployment of new products, prize formats and
engagement mechanics, allowing the Group to respond quickly to customer
preferences and market trends.
Alongside fuelling our growth, the growing demand from third-party operators
for reliable, compliant and flexible technology solutions presents a
significant opportunity for B2B expansion across both segments. As the
platform scales, incremental revenues can be generated at attractive margins,
enhancing overall Group profitability and return on capital.
As our own proprietary product and technology sits at the core of our
operations, we began a structured programme in 2025 to carefully deploy AI
tools and enhancements across both the technology stack and day-to-day
operations. We have created and started to implement a roadmap across
departments, identifying the needs and potential solutions that could increase
efficiency and quality of the operations. By doing this, we have identified
key areas in departments such as data analytics, marketing/user acquisition,
CRM, legal and product development where either we have built our own
AI-driven tech stack or agents, or we have implemented external tools. This
has accelerated and enhanced capabilities and human skills in each of the
mentioned departments by having a faster and more qualitative/data-based
delivery of their responsibilities.
The Group is also shifting slowly towards AI-driven development of the
technology, which will further enhance our capabilities during the course of
2026. We have developed our proprietary AI software changes last year in a
limited context, while ensuring a smooth transition to AI development of new
features.
Strong M&A pipeline
On 18 May 2026, the Group announced it had entered into an asset purchase
agreement to acquire the trade, business and assets (excluding any
liabilities, cash and trade receivables) of Rev Corp Limited, trading as Rev
Comps. The acquisition is expected to be earnings enhancing in the first full
financial year following completion and is aligned to the Company's strategy
to build a leading position in the UK prize draw market.
The Group continues to engage with a number of exciting potential acquisition
targets in the UK prize draw sector, building a strong pipeline of M&A
opportunities within a fragmented market.
Building a stronger team for the future
Following the year-end, Simon Hay was promoted to the role of CFO following
his tenure as CCO. Simon's extensive experience in the sector, in addition to
his understanding of the business and its operations, will be invaluable as we
execute our strategy set out at IPO. This appointment strengthens our
leadership team, and we look forward to working with him to continue to drive
the business at pace.
Dividend
In line with the Group's stated dividend policy, the Board has proposed a
maiden dividend of 5.9 pence per share, payable on 1 July 2026 to shareholders
on the register at 5 June 2026, subject to shareholder approval.
Outlook
Trading in the first quarter of 2026 has continued to be strong and the Group
is firmly on track to meet the Board's full year expectations, with net
revenue as at 31 March 2026 ahead of the same period last year. Additionally,
monthly recurring revenues from subscriptions is continuing to accelerate, and
as of 31 March 2026, now contribute in excess of 20% of monthly revenue, ahead
of plan.
As we head into a peak trading period, we see a significant opportunity to
increase our market share and intend to capitalise on the scale of the
opportunities ahead. The Board remains confident in Winvia's ability to
deliver sustainable growth, supported by its scalable technology platform,
strong cash generation and strong pipeline of opportunities within a
fragmented UK prize draw market.
Financial Review
Winvia has delivered a strong revenue and adjusted EBITDA performance in 2025,
building on the legacy of its two operating segments: Prize Draw Competitions
and Online Gaming. Both segments contribute to Winvia's growth strategy,
through a combination of organic growth and targeted acquisitions.
Targeted acquisitions in the UK prize draw market remain core to the growth
strategy; to act as a consolidator in this substantial, fast-growing and
fragmented market. This was evident in the Group's acquisition of Click
Competitions in April 2025, which since year end has been migrated onto the
Group's proprietary technology platform, and the recently announced
acquisition of Rev Comps, and we continue to explore further acquisition
opportunities. With our first subscription model launched in July 2025, the
BOTB Pass, the Group has demonstrated its ability to deliver unique and
differentiated opportunities for our customers to engage with the business.
In the Online Gaming segment, the Group has expanded its avenues to market in
2025, marking its first steps into the growing B2B channel. In August 2025,
the Group opened the proprietary 360 platform to third-party operators,
establishing a new revenue stream in the online gaming market in Romania.
This growth in performance has been enabled by the Group's continued
investment in its proprietary technology, totalling £2.3m during the year.
With further investment to enhance the mobile app customer experience, as well
as automating marketing processes and data analytics, we continue to look at
all opportunities to drive customer engagement.
Performance
2025 2024
£'m £'m
Revenue 170.3 38.1
Gross profit 95.8 28.9
Profit from operations 12.0 5.9
Adjusting items 13.5 0.5
Adjusted EBITDA 31.2 6.6
All performance analysis discussed below is on a statutory basis and,
therefore, contains only 20 days of trading of the Online Gaming segment in
2024.
Group revenue increased to £170.3m (2024: £38.1m), driven by growth in both
operating segments, particularly the Online Gaming segment, despite the
increase in gaming duty enacted in Romania in the second half of the year, and
the addition of Click Competitions in the Prize Draw Competitions segment.
Adjusted EBITDA rose to £31.2m (2024: £6.6m). The Directors consider
adjusted EBITDA as the most appropriate performance measure, which is taken
after foreign currency gains and losses, depreciation and amortisation and
adjusting items. Adjusted EBITDA margin improved in 2025 demonstrating the
Group's operational leverage.
Adjusting items relate primarily to the Group's listing on AIM, and
reorganisation costs, which completed in November 2025. While part of the
costs incurred have been recorded against the share premium account on the
balance sheet, in accordance with accounting principles, £12.4m has been
charged to the profit and loss ("P&L") during the year.
Profit from operations rose to £12.0m (2024: £5.9m) as a result of the
increase in revenue delivering growth to the bottom line.
Prize Draw Competitions
2025 2024
£'m £'m
Revenue 40.3 28.8
Adjusted EBITDA 9.6 4.0
The Prize Draw Competitions segment has delivered positive growth in 2025, on
the back of increasing investment in the number of weekly competitions, prizes
and marketing expenditure. Along with the launch of the BOTB Pass in July
2025, the Group has achieved record engagement, by way of active customers,
new user registrations and first-time players, setting the Group on a strong
footing going into 2026. The acquisition of Click Competitions in April 2025
has also contributed positively to the segment results.
Online gaming
2025 2024(1)
£'m
£'m
Revenue 130.0 9.3
Adjusted EBITDA 24.9 2.6
1. 2024 contains only 20 days of the Online Gaming segment.
In the Online Gaming segment, through proactive measures taken to manage
marketing costs and engagement with customers following the decision by the
Romanian gaming regulator to increase gaming duty from 21% to 30% in August
2025, the Group has delivered exceptional year on year growth. With investment
in its own casino brands, growth in its white label brands and introduction of
the B2B offering, the resulting growth in active customers and new user
registrations has supported a record year.
Corporate
Following its listing on AIM in November 2025, the Directors made the decision
to separately report a Corporate segment, reflecting the costs associated with
operating in a listed environment. In 2025, these costs totalled £3.3m (2024:
£nil).
Cash flow and Balance sheet
2025 2024
£'m £'m
Total assets 121.3 52.3
Total liabilities (86.0) (88.6)
Net assets/(liabilities) 35.3 (36.3)
2025 2024
£'m £'m
Net cash generated from/(used in) operating activities 15.7 (2.9)
Net cash used in investing activities (9.4) (14.6)
Net cash generated from financing activities 36.1 29.2
Net increase in cash and cash equivalents 42.4 11.8
Cash and cash equivalents at beginning of year 20.1 8.4
Effect of foreign exchange 0.5 -
Cash and cash equivalents at end of year 63.0 20.1
The Group's cash balance increased by £42.9m in 2025, reaching £63.0m by
year-end. The Group's trading performance delivered net cash from operating
activities of £15.7m in 2025 (2024: (£2.9m)), while £38.5m in net proceeds
were raised from the IPO.
The Group invested £6.1m, net of cash acquired, in April 2025, to acquire
Click Competitions, with a further £5.6m in deferred consideration on the
balance sheet.
Further, the Group capitalised £2.3m in relation to the continued development
and enhancement of its proprietary technology platform. This investment in the
integration and development of dedicated AI tools supports the rapid scale
opportunity across Own/B2B/B2B2C channels and future M&A integration onto
the proprietary technology platform.
Prior to the IPO, the Group agreed amendments to its bank facilities, which
are repayable in full by 2030. In addition, £25.2m of related party debt
was converted to equity.
At 31 December 2025, the Group has net assets of £35.3m (2024: net
liabilities of £36.3m), including net cash of £29.9m (2024: net debt
£36.6m).
However, £47.6m of the negative balance in Other reserves on the balance
sheet represents the difference between the cost of investment and the
carrying value of net assets acquired on the business combination in December
2024. This arose on a common control transaction on the acquisition of Crowd
Group by Winvia, which was recorded as an adjustment to equity as opposed to
goodwill on the balance sheet.
Had this been a third-party acquisition, and the balance recorded as goodwill
accordingly, the Group would have net assets of £82.9m at 31 December 2025
(2024: £11.3m).
Going concern
The Directors have assessed the ability of the Company and the Group to
continue as a going concern. As part of this assessment, the Directors have
reviewed the Group's latest financial forecasts and cash flow projections,
which reflect current trading performance and the Directors' expectations of
future trading. These forecasts cover the period through to 31 December 2027.
At the year-end, the Group had a term loan facility with an outstanding
balance of £33.1m, which is due to mature in December 2030. The facility is
subject to financial covenant requirements, which are tested periodically
throughout the term of the loan.
The Directors have prepared cash flow forecasts covering the assessment
period. These forecasts have been subject to sensitivity analysis, including
the application of severe but plausible downside scenarios to reflect
potential reductions in revenue and other adverse changes in trading
performance. Under these scenarios, the Group continues to maintain
significant liquidity and substantial headroom against its financial covenants
and guarantees throughout the forecast period.
Based on this assessment, the Directors have a reasonable expectation that the
Group and Company have adequate resources to continue in operational existence
for the foreseeable future. Accordingly, the financial statements have been
prepared on a going concern basis.
Dividend
The Directors have proposed a final dividend of 5.9 pence per share based on
the financial performance of the Group in 2025. The dividend is subject to
approval at the forthcoming AGM. The dividend reflects the financial
performance of the Group during 2025, while at the same time allowing for
continued investment in product, prizes and the technology platform.
Taxation
The Group's tax charge in 2025 is £3.7m (2024: £1.4m), with the increase in
line with the growth in business activity in the year. The Group's tax charge
reflects the blended mix of the Group's operations between the United Kingdom,
Romania, Gibraltar, Malta and Cyprus.
Consolidated statement of comprehensive income
For the year ended 31 December 2025
Year ended Year ended
31 December 2025 31 December
2024
Continuing operations Note £'000 £'000
Revenue 4 170,331 38,090
Cost of sales (74,556) (9,239)
Gross profit 95,775 28,851
Marketing expenses (37,756) (12,833)
Administrative expenses (46,068) (10,102)
Profit from operations 8 11,951 5,916
Finance income 10 407 162
Finance costs 10 (4,461) (104)
Fair value movement 17 (138) -
Share of post-tax profit of associates 16 1,133 60
Profit before tax 8,892 6,034
Taxation 11 (3,719) (1,404)
Profit for the year 5,173 4,630
Profit from operations 11,951 5,916
Depreciation 12, 15 1,197 108
Amortisation 13 4,511 53
Foreign exchange losses 60 69
Adjusting items 7 13,467 457
Adjusted EBITDA 31,186 6,603
Year ended Year ended
31 December 2025 31 December
2024
Note £'000 £'000
Profit for the year 5,173 4,630
Items that will or may be reclassified in profit or loss:
Exchange differences on translating foreign operations 796 (20)
Total other comprehensive income for the year 796 (20)
Total comprehensive income for the year 5,969 4,610
Profit for the year attributable to:
Owners of the Parent 3,808 4,360
Non-controlling interests 27 1,365 270
5,173 4,630
Total comprehensive income attributable to:
Owners of the Parent 4,580 4,341
Non-controlling interests 27 1,389 269
5,969 4,610
Earnings per share attributable to the ordinary equity holders of the Parent: 5
Basic 0.04 0.05
Diluted 0.04 0.05
The above statement of profit or loss and other comprehensive income should be
read in conjunction with the accompanying notes.
Consolidated statement of financial position
As at 31 December 2025
Company number: 03755182 As at As at
31 December 31 December
2025 2024
Note £'000 £'000
Assets
Non-current assets
Property, plant and equipment 12 3,935 3,497
Intangible assets 13 21,696 8,104
Right-of-use assets 15 7,054 3,568
Investments in associates 16 3,232 2,915
Derivative financial assets 17 2,110 586
Other non-current assets 14 5,050 4,843
Deferred tax assets 11 313 315
Total non-current assets 43,390 23,828
Current assets
Cash and cash equivalents 20 63,009 20,144
Trade and other receivables 19 10,668 7,363
Current tax receivable 1,390 -
Inventories 18 2,840 631
Loans receivable - 302
Total current assets 77,907 28,440
Total assets 121,297 52,268
Liabilities
Current liabilities
Trade and other payables 21 32,620 23,652
Other financial liabilities 22 266 310
Current tax payable 5,339 3,703
Lease liabilities 15 589 367
Deferred consideration 26 5,600 -
Borrowings 29 4,560 56,731
Total current liabilities 48,974 84,763
Non-current liabilities
Lease liabilities 15 6,944 3,450
Borrowings 29 28,544 -
Deferred tax 11 1,497 268
Deferred consideration - 100
Total non-current liabilities 36,985 3,818
Total liabilities 85,959 88,581
Net assets/(liabilities) 35,338 (36,313)
Company number: 03755182 As at 31 December 2025 As at 31 December 2024
Note £'000 £'000
Equity
Share capital 23 526 423
Share premium 23 65,062 622
Capital redemption reserve 28 289 289
Share-based payment reserve 24 30 -
Other reserves 28 (45,917) (47,550)
Foreign exchange reserve 28 753 (19)
Retained earnings 28 12,341 9,102
Total 33,084 (37,133)
Non-controlling interests 27 2,254 820
Total equity 35,338 (36,313)
The above statement of financial position should be read in conjunction with
the accompanying notes.
The financial statements were approved and authorised for issue by the Board
on 18 May 2026 and signed on its behalf by:
C A N
Butler
S Hay
Director
Director
Consolidated statement of changes in equity
For the year ended 31 December 2025
Note Share capital Share premium Capital redemption reserve Share- based payment reserve Other reserves Foreign exchange reserves Retained earnings Total attributable to the Company Non-controlling interests Total equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 31 December 2024 423 622 289 - (47,550) (19) 9,102 (37,133) 820 (36,313)
Comprehensive income
Profit for the year - - - - - - 3,808 3,808 1,365 5,173
Other comprehensive income
Foreign currency difference - - - - - 772 - 772 24 796
Total comprehensive income for the year - - - - - 772 3,808 4,580 1,389 5,969
Transactions with owners
Debt to equity transaction 23 - 26,036 - - - - - 26,036 - 26,036
Common control transaction 17 - - - - 1,633 - - 1,633 - 1,633
Issue of shares, net of transaction costs 23 103 38,404 - - - - - 38,507 - 38,507
Capitalisation of waived debts - - - - - - (569) (569) 569 -
Distributions to non-controlling interest 27 - - - - - - - - (524) (524)
Share based payment - - - 30 - - - 30 - 30
Total transactions with owners 103 64,440 - 30 1,633 - (569) 65,637 45 65,682
As at 31 December 2025 526 65,062 289 30 (45,917) 753 12,341 33,084 2,254 35,338
Note Share capital Share premium Capital redemption reserve Other reserves Foreign exchange reserves Retained earnings Total attributable to the Company Non-controlling interests Total equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
As at 31 December 2023 423 622 289 - - 4,742 6,076 - 6,076
Comprehensive income
Profit for the year - - - - - 4,360 4,360 270 4,630
Other comprehensive income
Foreign currency difference - - - - (19) - (19) (1) (20)
Total comprehensive income for the year - - - - (19) 4,360 4,341 269 4,610
Transactions with owners
Common control acquisition - - - (47,550) - - (47,550) 551 (46,999)
Total transactions with owners - - - (47,550) - - (47,550) 551 (46,999)
As at 31 December 2024 423 622 289 (47,550) (19) 9,102 (37,133) 820 (36,313)
Consolidated statement of cash flows
For the year ended 31 December 2025
Year ended Year ended
31 December 31 December
2025 2024
(Restated)
Note £'000 £'000
Cash flows from operating activities
Profit before tax 8,892 6,034
Adjustments to reconcile profit before tax to net cash flows
Depreciation of property, plant and equipment 12 466 57
Depreciation of right-of-use assets 15 731 51
Amortisation of intangible assets 13 4,511 53
Loss on disposal of property, plant and equipment 12 37 38
Finance income 10 (407) (162)
Finance expense 10 4,461 104
Movement in fair value instruments 138 -
Share of profits of associates 16 (1,133) (60)
Share-based payment expense 30 -
Tax paid (4,240) (1,515)
Increase in restricted cash 14 - (4,486)
(Increase)/decrease in trade and other receivables 19 (2,953) 6,397
(Increase) in inventories 18 (51) (631)
Increase/(decrease) in trade and other payables 21 5,195 (8,740)
Net cash generated from/(used in) operating activities 15,677 (2,860)
Cash flows from investing activities
Cash paid to acquire subsidiary, net of cash acquired 26 (6,065) (14,254)
Purchase of intangible assets 13 (3,939) -
Purchase of property, plant and equipment 12 (680) (519)
Dividend from associate 16 596 -
Proceeds from loan receivable 302 -
Interest received 10 407 162
Net cash (used in) investing activities (9,379) (14,611)
Cash flows from financing activities
Proceeds from issue of shares, net of issue costs 23 38,507 -
Proceeds from borrowings 29 8,400 29,246
Repayment of borrowings (6,753) -
Interest paid on borrowings (2,204) -
Interest paid on financial liabilities (465) -
Dividend paid to non-controlling interest (524) -
Lease principal paid 15 (528) -
Lease interest paid 15 (378) (8)
Net cash generated from financing activities 36,055 29,238
Net increase in cash and cash equivalents 42,353 11,767
Cash and cash equivalents at beginning of year 20,144 8,352
Effect of foreign exchange differences 512 25
Cash and cash equivalents at end of year 20 63,009 20,144
The above statement of cash flows should be read in conjunction with the
accompanying notes.
Consolidated statement of cash flows (continued)
For the year ended 31 December 2025
Major non-cash transactions
On 8 April 2025, the Company completed a debt-to-equity conversion relating to
a £25,220,000 (equivalent to €30,400,000) liability owed to its major
shareholder as of 31 December 2024. This liability was extinguished by issuing
equity instruments (premium shares) to the shareholder. Due to foreign
exchange fluctuations, the equity instruments were issued at a value of
£26,036,000 (equivalent to €30,400,000), resulting in a £816,000 foreign
exchange loss from the carrying value of the liability, which has been
recognised within finance costs.
The above liability arose from a major non-cash transaction in the comparative
year relating to restructuring under common control.
The acquisition in the year included a non-cash transaction relating to the
settlement of outstanding directors loan accounts, see note 26 for further
information.
Customer list additions in the year included a non-cash transaction of
£929,900 (equivalent to €1,085,100) relating to the settlement of an
outstanding trading balance.
Prior year restatement
The comparative Consolidated Statement of Cash Flows has been restated to
correct an error relating to a £25,220,000 major non-cash transaction,
reducing Movement in trade and other payables (Operating cash flows) and
proceeds from bank borrowings (Financing activities) by the same amount. There
has been no impact on either the net movement in cash for the year or the
closing cash balance. There has been no impact on the Statement of
Comprehensive Income, Statement of Financial Position, or other reported
results.
Notes to the consolidated financial statements
1. General information
Winvia Entertainment Plc ("Winvia" or the "Company"), formerly Best of the
Best Limited and Winvia Entertainment Limited, is a public limited company
incorporated and domiciled in England and Wales. The Company's registration
number is 03755182 and the registered office is located at 2 Plato Place,
72/74 St Dionis Road, London SW6 4TU.
On 11 December 2024 (the "Crowd Acquisition Date"), Winvia acquired 95.86% of
Crowd Services Ltd ("Crowd") and its subsidiaries (together the "Crowd
Group"). On 3 April 2025 (the "Click Acquisition Date") the Company acquired
100% of the share capital of Click Competitions Limited ("Click"), a UK-based
company in the competitions and prize draw market.
These consolidated financial statements comprise the Company and its
subsidiaries (together the "Group").
The current reporting period includes the 12 months ended 31 December 2025.
The comparative reporting period includes the previous 12 months ended 31
December 2024. The results in 2024 include the results of the Crowd Group for
the 20-day period from acquisition to 31 December 2024. The results in 2025
include the Crowd Group for the entire period, together with Click from
acquisition date.
The consolidated financial statements are presented in Pounds Sterling, which
is the functional currency of the Company. The functional currency of
subsidiaries includes Pounds sterling, Euro and Romanian Leu. Amounts are
rounded to the nearest thousand, unless otherwise stated.
2. Accounting policies
The accounting policies adopted in the preparation of the financial statements
are set out below. These policies have been consistently applied to all the
periods presented, unless otherwise stated.
New or amended UK-adopted Accounting Standards and Interpretations
Standards, amendments and interpretations adopted from 1 January 2025:
The Group adopted the amendment to IAS 21 (The effects of changes in foreign
exchange rates) relating to lack of exchangeability. This amendment had no
effect on the financial statements of the Group or Company.
Standards, amendments and interpretations issued but not yet effective and
have not been early adopted by the Group:
IFRS 18 Presentation and Disclosure in Financial Statements ("IFRS 18") was
issued by the International Accounting Standards Board in April 2025. IFRS 18
is effective on 1 January 2027 and is required to be applied retrospectively
to comparative periods presented, with early adoption permitted. IFRS 18, upon
adoption replaces IAS 1 Presentation of Financial Statements ("IAS 1").
IFRS 18 sets out new requirements focused on improving financial reporting by:
• Requiring additional defined structure to the statement of
profit or loss (i.e. consolidated statement of income), to reduce diversity in
the reporting, by requiring five categories (operating, investing, financing,
income taxes and discontinued operations) and defined subtotals and totals
(operating income, income before financing, income taxes and net income);
• Requiring disclosures in the notes to the financial statements
about management-defined performance measures (i.e. non-IFRS measures); and
• Adding new principles for aggregation and disaggregation of
information in the primary financial statements and notes.
IFRS 18 will not impact the recognition or measurement of items in the
financial statements, but it might change what an entity reports as its
'operating profit or loss', due to the classification of certain income and
expense items between the five categories of the consolidated income
statement. It might also change what an entity reports as operating
activities, investing activities and financing activities within the statement
of cash flows, due to the change in classification of certain cash flow items
between these three categories of the cash flow statement. It might also
impact the Group's Alternative Performance Measures and reconciliations. The
Group is currently assessing the impact of adopting IFRS 18.
Other standards and amendments:
• Amendments to the Classification and Measurement of Financial
Instruments - Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial
Instruments: Disclosures
• Introduction of Subsidiaries without public accountability -
IFRS 19: Subsidiaries without Public Accountability: Disclosures
• Contracts Referencing Nature-dependent Electricity (Amendments
to IFRS 9 and IFRS 7)
The Group's initial impact assessment of these new accounting standards and
amendments is that they will have no material impact to its results or
reporting.
Basis of preparation
This financial information does not constitute the Group's statutory accounts
for the years ended 31 December 2025 or 2024 but is derived from those
accounts. The statutory accounts for 2025 and 2024 were prepared in accordance
with UK-adopted International Accounting Standards and applicable requirements
of the Companies Act 2006. The auditor has reported on those accounts and
their reports were unqualified and did not contain any statement under section
498 of the Companies Act 2006, nor did they include any emphasis of matter
paragraph.
Historical cost convention
The financial statements have been prepared under the historical cost
convention, except for certain assets and liabilities that are held at fair
value and are detailed in the Group's accounting policies.
Critical accounting estimates
The preparation of the financial statements requires the use of certain
critical accounting estimates. It also requires management to exercise its
judgement in the process of applying the Group's accounting policies.
The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements, are
disclosed in note 3.
Basis of consolidation
Subsidiaries
Subsidiaries are entities over which the Company has control. The Group
controls an entity when the Company is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect
those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to Company until the date that control ceases.
All intra-group assets and liabilities, equity, income, expenses and cash
flows relating to transactions between members of the Group are eliminated in
full on consolidation.
When assessing control over an entity, the Group considers the existence and
effect of potential voting rights, such as call options, that are substantive
and currently exercisable or convertible. Call options that provide the Group
with the ability to obtain control over an entity are evaluated under IFRS 10
to determine whether they confer control, even if not exercised, based on the
following factors.
· Substantive Rights: The Group assesses whether call options are
substantive by considering their terms, including exercise price, expiry date,
and any conditions or barriers to exercise (e.g. regulatory approvals or
financial constraints). Options that are out of the money, not yet capable of
exercise due to unmet conditions, or subject to significant restrictions may
not be considered substantive.
· Power to Direct Activities: If a call option provides the Group
with the present ability to direct the relevant activities of an entity (e.g.
through voting rights or board control upon exercise), it may indicate
control, depending on the option's terms and the Group's existing involvement.
· Exposure to Variable Returns: The Group evaluates whether the
call option exposes it to variable returns from the entity, such as changes in
the entity's value or dividends, and whether exercising the option could
enhance those returns.
· Protective Rights: The Group also evaluates whether any rights,
such as veto powers or other protective rights, exist that are designed to
protect the interests of the holder but do not grant the ability to direct the
relevant activities of the entity. Such protective rights are not considered
to confer control under IFRS 10.
When a call option results in control, the entity is consolidated as a
subsidiary from the date control is obtained, consistent with the Group's
consolidation policy. If the call option does not confer control (e.g. because
it is not yet capable of exercise) but provides significant influence, the
entity is accounted for as an associate under IAS 28, or as a financial
instrument under IFRS 9 if neither control nor significant influence exists.
The fair value of call options is recognised in the consolidated financial
statements, with changes in fair value recorded in accordance with IFRS 9,
unless the option is part of a business combination under IFRS 3.
The Group re-assesses the impact of call options on control at each reporting
date or when there are changes in the facts and circumstances (e.g. changes in
option terms or market conditions). Any resulting changes in consolidation
status are accounted for prospectively.
Associates
Associates are entities over which the Group has significant influence but not
control, or joint control. Significant influence is evidenced by factors such
as board representation, management personnel swapping or sharing, material
transactions with the investee, policy-making participation or technical
information exchanges.
Investments in associates are accounted for using the equity method under IAS
28. Under this method, the investment is initially recognised at cost, which
includes transaction costs and, where applicable, the fair value of any
rights,
options, or other financial instruments that form part of the investment at
acquisition. Such instruments, if not part of the equity method investment,
are accounted for in accordance with IFRS 9 until exercised or converted. The
carrying amount is subsequently adjusted to reflect the Group's share of the
associate's post-acquisition profit and loss and other comprehensive income.
Distributions received from the associate reduce the carrying amount of the
investment.
The investment in an associate is tested for impairment in accordance with IAS
36 Impairment of Assets ("IAS 36") whenever there are indicators of
impairment. If an impairment is identified, the carrying amount is reduced to
the recoverable amount, with any impairment loss recognised in the
consolidated statement of profit and loss.
Non-Controlling interests
Non-controlling interests ("NCI") in subsidiaries are presented separately
from the equity attributable to equity owners of Winvia (the "Parent").
Non-controlling interests are initially measured at their proportionate share
of the subsidiary's net assets at the date of acquisition. Subsequent to this,
the carrying amount of NCI is adjusted for the NCI's share of changes in the
subsidiary's equity. Total comprehensive income is attributed to NCI even if
this results in the NCI having a deficit balance.
Foreign operations
The Group includes foreign operations with functional currencies other than
Pounds Sterling. On consolidation, assets and liabilities are translated into
Pounds Sterling at the exchange rates prevailing at the balance sheet date,
while income and expenses are translated at average rates for the period.
Exchange differences arising on translation are recognised in other
comprehensive income and accumulated in a foreign currency transaction reserve
within equity.
Going concern
The Directors have assessed the ability of the Company and the Group to
continue as a going concern. As part of this assessment, the Directors have
reviewed the Group's latest financial forecasts and cash flow projections,
which reflect current trading performance and the Directors' expectations of
future trading. These forecasts cover the period through to 31 December 2027.
At the year-end, the Group had a term loan facility with an outstanding
balance of £33,104,000, which is due to mature in December 2030. The facility
is subject to financial covenant requirements which are tested periodically
throughout the term of the loan.
The Directors have prepared cash flow forecasts covering the assessment
period. These forecasts have been subject to sensitivity analysis, including
the application of severe but plausible downside scenarios to reflect
potential reductions in revenue and other adverse changes in trading
performance. Under these scenarios, the Group continues to maintain
significant liquidity and substantial headroom against its financial covenants
and guarantees throughout the forecast period.
Based on this assessment, the Directors have a reasonable expectation that the
Group and Company have adequate resources to continue in operational existence
for the foreseeable future. Accordingly, the financial statements have been
prepared on a going concern basis.
Revenue recognition
Revenue is measured at the fair value of the consideration received or
receivable, net of discounts, rebates, VAT and other sales taxes or duties.
The Group applies IFRS 15 and IFRS 9 as appropriate to each activity,
determining whether it acts as a principal or an agent and recognising revenue
when (or as) performance obligations are satisfied or when gains or losses
arise.
Income arising from activities outside the scope of IFRS 15, such as fair
value gains and losses under IFRS 9, is presented within the gross revenue
line, even though it meets the definition of a gain rather than revenue under
IFRS standards.
Prize draws and competition tickets
Revenue is derived from the sale of competition tickets, either through individual ticket purchases or as part of a subscription, that confer entry into competitions to win houses, luxury cars and other prizes, or a cash alternative. Gross revenue represents total ticket sales, measured at fair value. Payment is due immediately upon purchase of tickets or a subscription.
Revenue is the amount recognised in the profit and loss, net of expected prize costs, which represent the cash or non-cash prizes payable to customers in each competition.
The Group accounts for competitions as financial instruments under IFRS 9. Once a ticket is sold in a competition, the Group recognises a financial instrument at fair value, representing the total obligation to deliver the competition and prize settlement. The instrument is measured at Fair Value Through Profit and Loss ("FVTPL"), with changes in fair value recognised in the consolidated statement of comprehensive income as gains or losses within revenue.
Prize costs (cash or non-cash) are incorporated into the fair value of revenue, reflecting the fair value of the obligation to deliver the prize. For non-cash prizes held in inventory (e.g. luxury cars), the inventory is derecognised in accordance with IAS 2 Inventories when it is delivered to the winner, at which point the risks and rewards of ownership are transferred.
Promotional incentives or credits for future competition entries ("Game Credits"), are recognised as financial liabilities under IFRS 9, representing an obligation to provide competition entries at the customer's discretion. Game Credits are recognised at fair value through profit and loss, with fair value changes recognised in the consolidated statement of comprehensive income within revenue.
The fair value of Game Credits is determined as the present value of expected redemptions, reflecting the obligation to provide competition entries at the customer's discretion. This valuation process estimates the proportion of Game Credits expected to be redeemed, based on historical redemption patterns.
Betting and gaming activities
Revenue from the Crowd Group's Online Sportsbook, Online Casino, Online Poker
(together, Business to Consumer, or "B2C") and Business to Business ("B2B")
activities (together the "Gaming" activities), are described below.
B2C - Online Casino and Online Sportsbook
The Group reports the gains and losses on all Online Casino and Sportsbook
activities as revenue, which is measured at the fair value of the
consideration received or receivable from customers less free bets,
promotions, bonuses and other fair value adjustments. Revenue is net of
VAT/GST. The Group considers betting and gaming revenue to be out of the scope
of IFRS 15 and accounts for those revenues within the scope of IFRS 9. Open
positions are carried at fair value, and gains and losses arising on this
valuation are recognised in revenue, as well as gains and losses realised on
positions that have closed, both of which are recognised at a point in time.
B2C - Online Poker
Online poker is a peer-to-peer game offered through multiple platforms within
the Group where individuals engage in game play against other individuals, not
against the Group. Players play against each other in either ring games (i.e.
games for cash on a hand-by-hand basis) or in tournaments (i.e. players play
against each other for tournament chips with prize money distributed to the
last remaining competitors) or variations thereof. The Group collects a
percentage of a game's wagers, known as the rake, up to a capped amount in
ring games and a tournament entry fee for scheduled tournaments and sit and go
tournaments.
Revenue is within the scope of IFRS 15 and reflects the net income earned when
a poker game is completed, which is when the performance obligation is deemed
to be satisfied. For ring games, revenue (the rake) is recognised at the
conclusion of each poker hand. For tournaments, revenue from entry fees
revenue is recognised when the tournament has concluded.
B2C - White label
The Group enters into white label agreements whereby it operates its B2C
services under its licence for third-party brands. The Group acts as the
principal in these arrangements and is responsible for the operation of the
services. Revenue from consumers is recognised as income in the Group's
profit and loss in line with the B2C - Online Casino revenue policy.
Under these agreements, the Group is responsible for the operation of the
services, while the third-party brand owner provides access to the brand and
related services. Fees paid to the brand owner for the use of the brand and
associated services are treated as an expense, as the brand owner is
effectively a supplier. These expenses are recognised in profit and loss
within cost of sales as incurred, in line with the consumption of the brand
and services provided.
B2B - Operational support and licensee fee
Operational support and licensee fee relates to the licensing of the Group's
technology and the provision of certain marketing and operational support
services provided via various distribution channels. The fee is typically
based on the underlying gaming revenue earned by the B2B customers calculated
using the contractual terms in place. Revenue is within the scope of IFRS 15
and is recognised when the performance obligation is met which is when the
gaming transaction occurs and is net of refunds, concessions and discounts.
Segmental reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the Group's chief operating decision-maker (''CODM'').
These operating segments reflect the basis on which the Group's performance is
assessed, and resources are allocated, by the CODM.
Cost of sales
Cost of sales consists primarily of gaming duties, payment service providers'
commissions, commission and royalties payable to third parties, all of which
are recognised on an accruals basis. As disclosed in the revenue accounting
policy above, the costs recognised in respect of competition prizes are
charged to revenue.
Foreign currency
Functional currencies
Items included in the financial statements of each Group entity are measured
using the currency of the primary economic environment in which each entity
operates (the "functional currency'').
The consolidated financial statements of the Group are presented in Pounds
Sterling ("GBP"), which is the Group's presentation currency. The functional
currency of the Company is GBP. The Group includes subsidiaries with
functional currencies other than GBP, such as the Euro for entities operating
in countries that have adopted the Euro, and the Romanian Leu for entities
operating in Romania.
Transactions and balances
Foreign currency transactions are translated into the functional currency of
each Group entity using the exchange rates prevailing at the dates of the
transactions. Monetary assets and liabilities denominated in foreign
currencies are translated into the functional currency at the exchange rate at
the reporting date. Non-monetary assets and liabilities measured at fair value
in a foreign currency are translated into the functional currency at the
exchange rate when the fair value is determined. Non-monetary items measured
at historical cost in a foreign currency are translated using the exchange
rate at the date of the transaction. Foreign exchange gains and losses
resulting from the settlement of such transactions, and from the translation
at the reporting date exchange rates of monetary assets and liabilities
denominated in foreign currencies, are recognised in profit or loss. They are
presented within finance income or costs where they relate to financing
activities, or administrative expenses for all other transactions.
Foreign operations
The assets and liabilities of foreign operations are translated into GBP at
the exchange rates at the reporting date. The income and expenses of foreign
operations are translated into GBP at average exchange rates.
Foreign currency differences are recognised in other comprehensive income and
accumulated in the foreign exchange reserve within equity, except to the
extent that the translation difference is allocated to non-controlling
interests.
On the disposal of a foreign operation (i.e. a disposal of the Group's entire
interest in a foreign operation, or a disposal involving loss of control over
a subsidiary that includes a foreign operation), all of the exchange
differences accumulated in the foreign exchange reserve attributable to the
owners of the Company are reclassified to profit and loss as part of the gain
or loss on disposal.
In the case of a partial disposal that does not result in the Group losing
control over a subsidiary that includes a foreign operation, the proportionate
share of accumulated exchange differences is re-attributed to non-controlling
interests and are not recognised in profit and loss. For all other partial
disposals, the proportionate share of the accumulated exchange differences is
reclassified to profit and loss.
Net finance costs
Finance costs
Finance costs comprise of interest expense on borrowings and lease
liabilities, which are recognised in profit or loss. Finance costs are
expensed in the period in which they are incurred and presented within finance
costs.
Finance income
Finance income comprises interest income on bank deposits and is recognised in
profit or loss when it is earned.
Current and deferred taxation
Current tax
Income tax expense comprises of current and deferred tax. It is recognised in
profit and loss except to the extent that it relates to items recognised
directly in equity or in other comprehensive income, in which case it is
recognised in equity or other comprehensive income.
The Group is subject to income tax in several jurisdictions and significant
judgement is required in determining the provision for income taxes. During
the ordinary course of business, there are transactions and calculations for
which the ultimate tax determination is uncertain. As a result, the Group
recognises tax liabilities based on estimates of whether additional taxes and
interest will be due. These tax liabilities are recognised when, despite the
Group's belief that its tax positions are supportable, the Group believes it
is more likely than not that a taxation authority would not accept its filing
position. In these cases, the Group records its tax balances based on either
the most likely amount or the expected value, which weights multiple potential
scenarios. The Group believes that its accruals for tax liabilities are
adequate for all open years based on its assessment of many factors including
past experience and interpretations of law. This assessment relies on
estimates and assumptions that may involve a series of complex judgements
about future events. To the extent that the final tax outcome of these matters
is different than the amounts recorded, such differences will impact income
tax expenses in the period in which such determination is made. Where
management conclude that it is not probable that the taxation authority will
accept an uncertain tax treatment, they calculate the effect of uncertainty in
determining the related taxable profit (tax loss), tax bases, unused tax
losses, unused tax credits or tax rates. The effect of uncertainty for each
uncertain tax treatment is reflected by using the expected value - the sum of
probabilities and the weighted amounts in a range of possible outcomes.
Deferred tax
Deferred tax is recognised using the liability method on temporary differences
arising between the tax bases of assets and liabilities and their carrying
amounts in the consolidated financial statements. Deferred tax is measured
using tax rates and laws that have been enacted, or substantively enacted, by
the reporting date and are expected to apply when the related deferred tax
asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that
future taxable profit will be available against which the temporary
differences can be utilised. Deferred tax liabilities are recognised for all
taxable temporary differences, except where the Group can control the reversal
of the temporary difference and it is probable that the temporary difference
will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities, and when the deferred tax balances relate to income taxes levied
by the same taxation authority, and the Group intends to settle its current
tax assets and liabilities on a net basis.
Business combinations
Acquisitions within the scope of IFRS 3
For business combinations, the Group estimates the fair value of the
consideration transferred, which can include assumptions about the future
business performance of the business acquired and an appropriate discount rate
to determine the fair value of any deferred and contingent consideration. The
Group then estimates the fair value of assets acquired and liabilities assumed
in the business combination.
The area of most notable estimation within the fair value exercise relates to
separately identifiable intangible assets, whose estimates can require
significant management assumptions to be applied. The Group engages external
experts to support the valuation process, where appropriate.
The functional currency of the acquired business is determined in accordance
with IAS 21 The Effects of Changes in Foreign Exchange Rates. The Group
identifies the functional currency based on the primary economic environment
in which the acquired entity operates, typically considering the currency that
mainly influences sales prices and costs. All assets, liabilities, and
goodwill arising from the acquisition are translated into the Group's
presentation currency, if different, using the exchange rate at the
acquisition date. Any subsequent foreign exchange differences arising from
translation are recognised in other comprehensive income.
IFRS 3 Business Combinations allows the Group to recognise provisional fair
values if the initial accounting for the business combination is incomplete.
These provisional amounts may be adjusted within a measurement period of up
to 12 months from the acquisition date to reflect new information obtained
about facts and circumstances that existed at the acquisition date.
Goodwill on acquisition is initially measured at cost, being the excess of the
cost of the business combination over the Group's interest in the net fair
value of the separately identifiable assets, liabilities and contingent
liabilities at the date of acquisition in accordance with IFRS 3 Business
Combinations. Goodwill is not amortised but reviewed for impairment at the
first reporting period after acquisition and then annually thereafter. As
such it is stated at cost less any provision for impairment of value. Any
impairment is recognised immediately in the consolidated income statement and
is not subsequently reversed. On acquisition, any goodwill acquired is
allocated to cash-generating units for the purpose of impairment testing.
Where goodwill forms part of a cash-generating unit and part of the operation
within that unit is disposed of, the goodwill associated with the disposal is
included in the carrying amount of the assets when determining the gain or
loss on disposal. Where negative goodwill is determined to arise, the amount
is recognised in the Statement of Comprehensive Income immediately.
Acquisitions under common control
Where management conclude that a transaction falls within the scope exclusion
of IFRS 3 in respect of transactions under common control, an alternative
accounting policy must be selected. IFRS does not provide guidance on
accounting for acquisition of subsidiaries that are under common control.
Therefore, the Directors are required to develop an accounting policy in
accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and
Errors (paragraphs 10-12) and consider relevant guidance from other
standard-setting bodies, accounting literature, and accepted industry
practices. The Directors have determined that book value accounting is most
appropriate and is applied as follows.
· Assets, liabilities, income and expenses of the subsidiaries are
recorded at their existing carrying values at the date of transfer.
· The results of the subsidiaries are included in the combined
financial statements from the date of combination.
· Any difference between the cost of investment and the carrying
value of net assets acquired is recorded directly in equity within other
reserves and NCI.
No goodwill or gain on bargain purchase is recognised.
In applying book value accounting when preparing the consolidated financial
statements, to the extent the carrying value of the assets and liabilities
acquired under book value accounting is different to the cost of investment,
the difference is recorded in an equity account titled 'other reserves'.
There were no acquisitions under common control in the year. The Crowd
acquisition in the comparative period was treated as an acquisition under
common control.
Property, plant and equipment
Property, plant and equipment is stated at cost, net of accumulated
depreciation and accumulated impairment losses, if any.
Depreciation is provided at the following annual rates in order to write off
each asset over its useful economic life:
Long leasehold property
99 years
Improvements to property
over the period of the lease
Computer equipment
3-5 years
Motor vehicles
3-5 years
Fixtures and
fittings
3-5 years
An item of property, plant and equipment is derecognised upon disposal or when
no future economic benefits are expected from the use or disposal. Any gain or
loss arising on de-recognition of the asset (calculated as the difference
between the net disposal proceeds and the carrying amount of the asset) is
included in the statement of comprehensive income when the asset is
derecognised.
The residual values, useful economic lives and methods of depreciation are
reviewed at each financial year end and adjusted prospectively, if
appropriate.
Intangible assets
Intangible assets are recognised at cost or book value less any accumulated
amortisation and impairment.
An intangible asset, which is an identifiable non-monetary asset without
physical substance, is recognised to the extent that it is probable that the
expected future economic benefits attributable to the asset will flow to the
Group and that its cost can be measured reliably. The asset is deemed to be
identifiable when it is separate or when it arises from contractual or other
legal rights.
Following the acquisition of the Crowd Group, the Group recognised existing
intangible assets acquired at book value, in line with the accounting policy
adopted for recognising the acquisition. The Crowd Group's intangible assets
are software licenses and intellectual property. Amortisation is charged to
the profit or loss on a straight-line basis over the estimated useful economic
lives of the intangible assets. The Group's intangible assets have the
following estimated useful lives:
Software
licenses
3 years
Platform technology
3 years
Customer
lists
2-3 years
Domains and
brands
3-5 years
Intellectual property and development costs
Expenditure on research is recognised as an expense in the period in which it
is incurred. Development costs are capitalised when all of the following
conditions are satisfied:
• Completion of the intangible asset is technically feasible so
that it will be available for use or sale;
• The Group intends to complete the intangible asset and use or
sell it;
• The Group has the ability to use or sell the intangible asset;
• The intangible asset will generate probable future economic
benefits. Among other things, this requires that there is a market for the
output from the intangible asset or for the intangible asset itself, or, if it
is to be used internally, the asset will be used in generating such benefits;
• There are adequate technical, financial and other resources to
complete the development and to use or sell the intangible asset; and
• The expenditure attributable to the intangible asset during its
development can be measured reliably.
Development costs not meeting the criteria for capitalisation are expensed as
incurred.
Intellectual property, including acquired intangible assets, is recognised at
cost and is amortised on a straight-line basis over its estimated useful life.
The useful life and amortisation method are reviewed at each reporting date,
with any changes accounted for prospectively.
All finite-life intangible assets are reviewed for indicators of impairment at
each reporting date and tested for impairment whenever such indicators arise.
Leased assets
At inception of a contract, the Group assesses whether a contract is, or
contains, a lease. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in
exchange for consideration.
The Group as lessee
The Group recognises a right-of-use ("ROU") asset and a lease liability at the
lease commencement date. The ROU asset is initially measured at cost, which
comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct
costs incurred, less any lease incentives received.
ROU assets are subsequently depreciated using the straight-line method from
the commencement date to the earlier of the end of the useful life of the
right-of-use asset or the end of the lease term. The lease term is determined
at the commencement date and includes the non-cancellable period of the lease,
together with periods covered by an option to extend the lease if the Group is
reasonably certain to exercise that option, and periods covered by an option
to terminate the lease if the Group is reasonably certain not to exercise that
option. Break clauses are considered in determining the lease term when the
Group has the unilateral right to terminate the lease early, assessing the
likelihood of exercising such clauses based on economic incentives and
operational requirements. The estimated useful lives of the ROU assets are
based on the lease term, unless the Group expects to use the asset beyond the
lease term. ROU assets are periodically reduced by impairment losses, if any,
and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate. Lease payments include
fixed payments and variable payments based on an index or rate, and include
amounts expected to be paid under residual value guarantees, and payments
related to purchase or termination options reasonably certain to be exercised.
The lease term is determined consistently with the ROU asset, including the
non-cancellable period, extension options reasonably certain to be exercised,
termination options reasonably certain not to be exercised, and break clauses
assessed based on the likelihood of exercise considering economic incentives
and operational requirements.
The lease liability is measured at amortised cost using the effective interest
method. It is remeasured when there is a change in future lease payments
arising from a change in an index or rate, or if the Group changes its
assessment of whether it will exercise a purchase, extension or termination
option.
When the lease liability is remeasured in this way, a corresponding adjustment
is made to the carrying amount of the right-of-use asset, or is recorded in
profit or loss, if the carrying amount of the right-of-use asset has been
reduced to zero.
Inventories
Inventories are stated at the lower of cost and net realisable value ("NRV").
Cost is determined on a specific identification basis, reflecting the
individual costs of high-value items such as cars and other prizes held for
competitions. Cost comprises the purchase price, including taxes and duties
and transport costs to bring the inventory to its present location and
condition. NRV is the estimated value obtained in the ordinary course of
business, less the estimated costs to complete.
Inventories primarily consist of prizes, including cars and luxury items, held
by the Group for its competition business.
At each reporting date, stocks are assessed for impairment. An impairment loss
is recognised in profit or loss if the carrying amount exceeds NRV, such as
when prizes are damaged, obsolete, or subject to a decline in market value.
The impairment loss is measured as the difference between the carrying amount
and NRV, based on market prices or independent valuations for high-value items
like cars.
Cash and cash equivalents
Cash and cash equivalents consist of cash at bank and in hand and short-term
deposits.
Included in cash are balances held on behalf of players, equal to the player
balances included in trade and other payables, which are internally ring
fenced and are not for corporate use, in line with licensing requirements.
Restricted cash
Restricted cash comprises cash balances that are not available for general use
due to legal or regulatory requirements, including those held to comply with
gambling legislation requirements, such as deposits in non-operational State
Treasury accounts or collateral for bank warranties. These balances are
classified as financial assets and measured at amortised cost. Restricted cash
is excluded from 'Cash and Cash Equivalents' and presented as 'Other
Non-Current Assets' if the restrictions extend beyond 12 months, or 'Current
Assets' if realisable within 12 months. The Group assesses the duration and
nature of restrictions to determine the appropriate classification.
Financial instruments
Financial assets
The Group classifies its financial assets into one of the categories discussed
below, depending on the purpose for which the asset was acquired. The Group's
accounting policy for each category is as follows:
Amortised cost
The Group's financial assets measured at amortised cost comprise trade and
other receivables, loan receivables, cash and cash equivalents, and restricted
cash. These assets are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market.
Trade receivables are recognised initially at the transaction price (amount of
consideration that is unconditional), unless they contain significant
financing components, in which case they are recognised at fair value. They
are subsequently measured at amortised cost using the effective interest
method, less expected credit loss ("ECL") allowance.
Payment processor balances represent funds held by third-party payment
providers (e.g. card processors) prior to settlement into the Group's bank
accounts. They constitute contractual rights to receive cash and are
classified as trade receivables measured at amortised cost.
Other receivables are initially recognised at fair value plus transaction
costs that are directly attributable to their acquisition and subsequently
measured at amortised cost using the effective interest rate method, less ECL
allowance.
Cash and cash equivalents consist of cash at bank and in hand, short-term
deposits with an original maturity of less than three months and customer
balances. Cash-in-transit, representing cash transferred from a third-party
cash-handling service but not yet deposited at the reporting date, is
recognised as a receivable under IFRS when the entity retains the risks and
rewards of ownership. It is measured at its nominal value and classified as
trade receivables.
Impairment provisions for trade receivables are recognised based on the
simplified approach within IFRS 9 using the lifetime expected credit losses.
The ECL balance is determined based on historical credit loss data, adjusted
for forward-looking information and management's knowledge of customer credit
risk. Provisions are recorded in a separate allowance account with the loss
being recognised within administrative expenses in profit or loss. On
confirmation that the trade receivable will not be collectable, the gross
carrying value of the asset is written off against the associated provision.
Fair value through profit or loss
Financial assets held at fair value through the profit or loss comprise equity
investments held. These are carried in the statement of financial position at
fair value (refer to fair value hierarchy). Subsequent to initial recognition,
changes in fair value are recognised in the Statement of Comprehensive Income.
Financial liabilities
All financial liabilities are recognised when the Group becomes a party to the
contractual provision of the instrument. The Group's financial liabilities are
classified into two categories: amortised cost and FVTPL.
Amortised cost
The Group's financial liabilities measured at amortised cost comprise trade
payables, other payables and bank and other borrowings. These liabilities are
initially measured at fair value, net of any transaction costs directly
attributable to the issue of the instrument, and subsequently measured at
amortised cost using the effective interest rate method. The effective
interest method calculates the amortised cost of a financial liability and
allocates interest expense over the relevant period. The effective interest
rate is the rate that exactly discounts estimated future cash payments
(including all fees and amounts paid or received that form an integral part of
the effective interest rate, transaction costs, and other premiums or
discounts) through the expected life of the financial liability to the
amortised cost of the financial liability.
Fair value through profit or loss
The Group's financial liabilities measured at fair value through profit or
loss include game credits and competition liabilities, arising from the
Group's obligation to deliver future competition entries with cash settlement
options, classified as financial instruments under IFRS 9. Game credits,
issued as promotional incentives or refunds, are initially recognised at
nominal value, which is the amount credited to customers for use in purchasing
future competition entries, and subsequently measured at fair value, based on
expected redemption patterns. Fair value changes are recognised in revenue in
profit or loss. Significant judgements and estimates related to the fair value
of game credits are discussed in the key estimates and judgements section.
Fair value hierarchy
All assets and liabilities for which fair value is measured or disclosed in
the consolidated financial statements are categorised within the fair value
hierarchy. The fair value hierarchy prioritises the inputs to valuation
techniques used to measure fair value. The Group uses the following hierarchy
for determining and disclosing the fair value of financial instruments and
other assets and liabilities for which the fair value was used:
- level 1: quoted prices in active markets for
identical assets or liabilities;
- level 2: inputs other than quoted prices
included in level 1 that are observable for the asset or liability, either
directly (as prices) or indirectly (derived from prices); and
- level 3: inputs for the asset or liability that
are not based on observable market data (unobservable inputs).
Derivative financial instruments - call options
Derivatives are measured at fair value and the fair value is reassessed at
each reporting date. Changes in the fair value of derivatives contracts are
recognised in profit or loss.
Dividends payable
Dividends are recognised when they become legally due. In the case of interim
dividends to equity shareholders, this is when paid by the Company. In the
case of final dividends, this is when they are declared and approved by the
shareholders at the AGM.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of a company after deducting all of its liabilities. Equity instruments
issued are recorded at the proceeds received net of direct issue costs.
Impairment of financial assets
The Group's financial assets subject to impairment primarily consist of trade
receivables, including processor balances held by third-party payment
providers. These short-term financial assets are measured at amortised cost
and assessed for impairment using the simplified approach in IFRS 9, whereby
the loss allowance is measured at an amount equal to the lifetime expected
credit losses.
The gross carrying amount of a financial asset is written off when the Group
has no reasonable expectations of recovering a financial asset in its entirety
or a portion thereof.
Impairment of non-financial assets
Assets (other than deferred tax assets) that have an indefinite useful life
are not subject to amortisation and are tested annually for impairment. Assets
that are subject to depreciation or amortisation are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable.
For impairment testing, assets are grouped together into the smallest group of
assets that generates cash flows from continuing use that are largely
independent of the cash inflows of other assets or cash-generating units.
The recoverable amount of an asset or cash-generating unit is the greater of
its value in use and its fair value less costs to sell. Value in use is based
on the estimated future cash flows, discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset or cash-generating unit.
An impairment loss is recognised if the carrying amount of an asset or
cash-generating unit exceeds its recoverable amount. Impairment losses are
recognised in profit or loss.
An impairment loss is reversed only to the extent that the asset's carrying
amount does not exceed the carrying amount that would have been determined,
net of depreciation or amortisation, if no impairment loss had been
recognised.
Loans and borrowings
Interest-bearing loans and borrowings are initially recorded at the amount of
proceeds received, net of transaction costs. Borrowings are subsequently
carried at amortised cost with the difference between the proceeds, net of
transaction costs and the amount due on redemption, being recognised as a
charge to the income statement over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method
and is included in finance costs.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12
months after the reporting date.
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of
grant by reference to the fair value of the equity instruments granted. The
fair value determined at the grant date is expensed on a straight-line basis
over the vesting period with a corresponding adjustment to equity. The amount
recognised as an expense is adjusted to reflect the number of awards for which
the related service and non-market performance conditions are expected to be
met. Forfeitures of share-based payment awards are accounted for as they
occur, with the expense adjusted to reflect the actual number of awards
expected to vest, without revising the original fair value determined at the
grant date.
When the terms and conditions of equity-settled share-based payments at the
time they were granted are subsequently modified, the fair value of the
share-based payment under the original terms and conditions, and under the
modified terms and conditions, are both determined at the date of the
modification. Any excess of the modified fair value over the original fair
value is recognised over the remaining vesting period in addition to the grant
date fair value of the original share-based payment. The share-based payment
expense is not adjusted if the modified fair value is less than the original
fair value. In the event of forfeitures of share-based payment awards, any
charges previously recorded for those awards are reversed.
Cancellations or settlements (including those resulting from employee
redundancies) are treated as an acceleration of vesting and the amount that
would have been recognised over the remaining vesting period is recognised
immediately.
Adjusting items and alternative performance measures ("APMs")
The Group presents adjusted performance measures, which differ from statutory
measures, as the Group considers that it allows a further understanding of the
underlying financial performance of the Group. These measures are described as
'adjusted' and are used by management to measure and monitor the Group's
underlying financial performance.
These APMs are non-GAAP measures and should not be considered as replacements
for IFRS measures. The Group's definition of these non-GAAP measures may not
be comparable to other similarly titled measures reported by other companies.
The Group uses Adjusted EBITDA as an APM. Adjusted EBITDA is used to evaluate
the Group's financial performance, and offers a more consistent measure across
periods, serving as a key metric for management incentives. Adjusted EBITDA is
calculated by excluding depreciation, amortisation, foreign exchange gains and
losses and adjusting items from profit from operations, its closest equivalent
IFRS measure.
Adjusting items are items of income or expenditure that management considers,
due to their nature, size or incidence, do not reflect the underlying
performance of the Group's core operations for the period. They include
amounts that are highly abnormal or infrequent, only incidentally related to
the Group's ordinary activities, are non-cash, or are associated with
investment activity, acquisitions, disposals, or corporate restructuring.
Employee benefits
The Group operates defined contribution pension schemes for certain employees
of the Company. Contributions to these money purchase schemes are recognised
as an expense within the Statement of Comprehensive Income as incurred.
3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires the use of certain
critical accounting estimates. It also requires management to exercise
judgement and use assumptions in applying the Group's accounting policies.
Estimates and judgements will, by definition, seldom equal the related actual
results but are based on historical experience and expectations of future
events. Management believe that the estimates utilised in preparing the
financial statements are reasonable.
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. The judgements and
key sources of estimation uncertainty that have a significant effect on the
amounts recognised in the financial statements are as follows.
Critical accounting judgements:
White label agreements
At the commencement of a white label agreement, management evaluates the terms
of the arrangement, including the roles and responsibilities of each party,
the use of the Group's or another party's licence, the fee structure for the
use of third-party brands and associate services, and the degree of control
exercised by the Group. This assessment determines whether the Group acts as
the principal, controlling the services provided to B2C customers, and thus
recognises the gross revenue from customers, with fees paid to the brand owner
treated as an expense. If the Group exercises control, any fees owed to the
third-party brand owner for the use of the brand and associated services are
recognised as a cost of sales or operating expense, depending on the nature of
the agreement.
Management also assesses whether the arrangement gives rise to intangible
assets, such as rights to use the brand. If the agreement primarily involves
the provision of services by both parties without transferring control of an
identifiable intangible asset, no intangible asset is recognised, and payments
are treated as operating expenses or prepayments.
Classification of investments
The Group classifies its investments based on the level of influence or
control over the investee. Investments are classified as subsidiaries under
IFRS 10 when the Group has control, defined as power over the investee's
relevant activities, exposure to variable returns and the ability to affect
those returns through its power. Investments are classified as associates
under IAS 28 when the Group holds significant influence, typically evidenced
by:
· Board of Directors' representation;
· Management personnel swapping or sharing;
· Material transactions with the investee;
· Policy-making participation; and
· Technical information exchanges.
Where investments contain call options which are not yet exercisable, they are
classified as financial assets under IFRS 9 and measured at fair value.
Significant judgement is applied in assessing these criteria, particular when
determining the appropriate classification of equity interests and related
instruments, as outlined below in the case of two equity interests:
Exalogic
The Group holds a 35% equity interest in Exalogic and Exalogic Sistemi
(together the "Exalogic Companies"), along with two call options to increase
ownership. The Group exercised significant judgement in assessing the
accounting for its 35% equity interest in the Exalogic Companies, alongside
the two call options, determining whether the investment constitutes control,
significant influence, or a financial asset, impacting the financial
statements' presentation. Refer to note 17 for further details of the call
options and their terms.
Under IFRS 10, the Group assessed that it does not control the Exalogic
Companies, as the 35% voting rights, together with the call options, do not
give the Group control as the options are not currently exercisable. The
investment was assessed to convey significant influence through voting rights
and board representation, leading to its classification as an associate under
IAS 28, accounted for using the equity method. The call options, which are not
exercisable at this point in time, were judged to be derivatives under IFRS 9,
requiring separate fair value measurement at acquisition and each reporting
date, with fair values determined using specialist valuation inputs, as their
non-exercisable nature precludes inclusion in control or influence
assessments. The purchase consideration was allocated between the equity
interest and the options based on the options' fair value, a judgement relying
on specialist valuation to ensure appropriate separation of derivative
components.
WindGG
The Group has a 60% shareholding interest in WindGG Holding Limited
("WindGG"). The Group exercised significant judgement in assessing whether it
controls WindGG under IFRS 10, which requires power over the investee's
relevant activities, exposure to variable returns and the ability to affect
those returns through its power. The 60% shareholding provides the Group with
majority voting rights and the ability to appoint the majority of WindGG's
board of directors, enabling the Group to direct key operating and strategic
activities, such as financial planning, budgeting and operational decision
making.
The Group also considered the existence of reserved matters that require
approval from the 40% minority shareholder. These matters, which include
decisions such as liquidation or significant changes to the company's
constitution, were assessed as protective rights under IFRS 10, as they are
designed to protect the minority shareholder's interest and do not restrict
the Group's ability to direct WindGG's relevant activities. Consequently, the
Group determined that it exercises control over WindGG, and WindGG is
accounted for as a subsidiary, with its results consolidated in the Group's
financial statements and 40% included as a non-controlling interest.
Taxation
The Group is subject to various forms of tax in a number of jurisdictions.
Given the nature of the industry and the jurisdictions within which the Group
operates, the tax, legal and regulatory regimes are continuously changing and
subject to differing interpretations. Judgement is applied in order to
adequately provide for uncertain tax positions where it is believed that it is
more likely than not that an economic outflow will arise. The Group has
provided for uncertain tax positions which meet the recognition threshold, and
these positions are included within tax liabilities. There is a risk that
additional liabilities could arise. Given the uncertainty and the complexity
of application of international tax in the sector, it is not feasible to
accurately quantify any possible range of liability or exposure, and this has
therefore not been disclosed.
The Group is aware of the increasing interest in the applicability of UK sales
tax ('VAT'), or other possible duty tax, to the sale of tickets for prize draw
competitions in the United Kingdom and have engaged with His Majesty's Revenue
and Customs ("HMRC") on this matter during the year and post year-end.
Based on professional advice taken to date, the Directors believe it is
appropriate to treat the prize draws as exempt from VAT, however, recognise
there is increased risk and the overall conclusion may be subject to further
assessment by HMRC. Accordingly, the Directors have determined that the risk
around historic VAT liabilities or other duty tax constitutes a contingent
liability, see note 30 for further information.
Capitalised development costs
The capitalisation of development costs requires judgement in estimating the
time employees spend on qualifying development activities. Management reviews
expenditures, including wages and benefits for employees, incurred on
development activities and based on its judgment of the costs incurred
assesses whether the expenditure meets the capitalisation criteria set out in
IAS 38 and the Group's intangible assets accounting policy.
See note 13 for costs capitalised in the year.
Acquisition of customer lists
On 18 June 2025, the Group acquired the customer list of a white label brand
for €3m (£2.6m). Management exercised judgement in assessing if the
acquisition met the definition of a business as set out in IFRS 3.B11. In
performing this assessment, management considered the nature of the assets
acquired and noted that no employees, contractors, or substantive processes
were transferred as part of the transaction. Accordingly, management concluded
that the acquired customer list did not constitute a business, as it was not
capable of operating independently to generate outputs without the Group's
existing processes and workforce.
Management determined that as a result, the acquisition does not meet the
definition of a business and is not treated as a business combination under
IFRS 3.
Key sources of estimation uncertainty:
Purchase price allocation
Click Competitions Limited ("Click") was acquired by the group on 3 April
2025. As part of the acquisition, management are required to allocate the
purchase consideration to the identifiable assets and liabilities acquired,
including separately recognising any intangible assets such as customer
relationships or brands not previously recognised in the acquiree's financial
statements.
While the book values of working capital balances and acquired property and
equipment have been determined to be largely approximate to their fair values,
the valuation of previously unidentified intangible assets such as customer
lists and brand is dependent on a number of assumptions and estimates by
management (such as discount rates, relief from royalty rates, and estimated
future cash flows including forecast underlying trading, and the attrition
curves of customer relationships) that input into valuation techniques used in
deriving their fair values. Estimates made by management influence the amounts
of the acquired assets and assumed liabilities and the depreciation and
amortisation of acquired assets. These estimates involve inherent
uncertainty and can materially affect the amounts recognised for intangible
assets and goodwill. Accordingly, the purchase price allocation represents a
critical accounting estimate due to the potential impact of changes in these
assumptions on the financial statements.
4. Revenue
The Group generates revenue primarily from operating prize draw competitions
and skill-based games to win luxury cars and other prizes, and providing B2C
online casino and sportsbook to individuals, and as a B2B offering, in Romania
and other jurisdictions the Crowd Group operate in.
No single customer makes up 10% or more of revenue in any period.
Geographical reporting
The Group's performance can be reviewed by considering the geographical
markets and geographical locations within which the Group operates based on
location of the customer. This information is outlined below:
Year ended Year ended
31 December 2025 31 December 2024
£'000 £'000
United Kingdom 37,393 26,682
Romania 129,831 8,578
Rest of the World 3,107 2,830
Total revenue 170,331 38,090
Revenue by product offering
The Group's revenue is derived from two primary product offerings: Prize Draw
Competitions, including skill-based games, to win luxury cars, houses and
other prizes; and Online Gaming, which comprises Online Casino and Online
Sportsbook, Online Poker, White Label and B2B arrangements. For the purposes
of disclosure, the Group has separately identified which revenue streams have
been accounted for under IFRS 15, and the income that has been recognised
under IFRS 9, that has been included within net revenue. This information is
outlined below:
Year ended Year ended 31 December 2024
31 December 2025
£'000 £'000
Online Poker 10,686 747
B2B 9,900 1,607
Revenue from contracts with customers (IFRS 15) 20,586 2,354
Prize Draw Competitions 40,165 28,776
Online Casino and Online Sportsbook - Own brand 75,436 4,028
Online Casino and Online Sportsbook - White label 34,144 2,932
Income from gains/(losses) (IFRS 9) 149,745 35,736
Total revenue 170,331 38,090
5. Earnings per share
Year ended Year ended 31 December 2024
31 December 2025
Numerator £'000 £'000
Profit for the year and earnings used in basic EPS 3,808 4,360
Earnings used in diluted EPS 3,808 4,360
Year ended Year ended 31 December 2024
31 December 2025
Denominator Number Number
Weighted average number of shares used in basic EPS 87,873,342 84,613,770
Employee share options 49,229 -
Weighted average number of shares used in diluted EPS 87,922,571 84,613,770
For further information on share options see note 24. The comparative
denominator has been restated to reflect the share division in the year.
6. Segmental reporting
The Chief Operating Decision Maker ("CODM") is responsible for allocating
resources and assessing the performance of the Group. The CODM is considered
to be the key management personnel (defined in note 9) following the Group's
listing.
The CODM separately reviews the performance of three operating segments: Prize
Draw Competitions, Online Gaming and Corporate costs. Results of these
segments are reviewed by the CODM down to an Adjusted EBITDA level, with
subsequent items not allocated by segment. A reconciliation of Adjusted EBITDA
to Profit from operations is presented together with the Statement of
Comprehensive Income.
Prize Draw Competitions Online Gaming Corporate Total
2025 £'000 £'000 £'000 £'000
Gross revenue 77,933 130,029 - 207,962
Less: competition prizes (37,631) - - (37,631)
Net revenue 40,302 130,029 - 170,331
Adjusted EBITDA 9,634 24,892 (3,340) 31,186
Prize Draw Competitions Online Gaming Corporate Total
2024 £'000 £'000 £'000 £'000
Gross revenue 44,083 9,314 - 53,397
Less: competition prizes (15,307) - - (15,307)
Net revenue 28,776 9,314 - 38,090
Adjusted EBITDA 4,049 2,554 - 6,603
Reporting of assets or liabilities by segment is no longer presented to the
CODM, as such no analysis has been presented.
7. Adjusting items
Year ended Year ended
31 December 2025 31 December 2024
£'000 £'000
Corporate restructuring costs 266 457
IPO Costs 8,167 -
IPO Bonus 4,224 -
Acquisition of Click 269 -
Share option expense 30 -
Supplier termination costs 511 -
13,467 457
The Group incurred corporate restructure costs in the year, primarily relating
to strategic decisions relating to market changes, and the related contractual
costs. The Group incurred corporate restructure costs in the prior year
primarily relating to the Group formation and acquisition of the Crowd Group.
The Group incurred costs relating to the successful listing of the Company in
the year, together with the acquisition of Click (see note 26). These costs
include professional fees and other expenses directly associated with the
acquisition, and a one-off bonus specifically granted for the listing.
Share-based payment charges are treated as adjusting items as they are
non-cash in nature and do not impact the Group's short-term liquidity or
cash-generating ability.
During the year, the Group incurred one-off costs in connection with a
supplier insolvency, relating to the settlement of pre-existing third-party
claims on previously acquired assets. The costs do not reflect the Group's
normal operating cost structure.
8. Expenses by nature
Profit from operations is stated after charging: Year ended Year ended
31 December 2025 31 December 2024
£'000 £'000
Depreciation (note 12) 466 57
Depreciation of right-of-use assets (note 15) 731 51
Amortisation of intangible assets (note 13) 4,511 53
Legal and professional fees 1,616 72
Adjusting items (note 7) 13,467 457
Auditor's remuneration:
Audit services
- Fees payable for the audit of the Parent Company 350 120
- Fees payable for the audit of subsidiaries 195 -
Non-audit services
- Reporting accountant work (IPO) 2,030
- Other non-audit services 17 -
9. Employees and Directors
Total payroll costs (including Directors and key management) comprise: Year ended Year ended 31 December
31 December 2025 2024
£'000 £'000
Wages and salaries 11,270 2,584
Social security contributions and similar taxes 671 258
Other pension costs 153 68
Termination benefits 67 133
Share-based payment 30 -
Other employee benefits 359 47
12,550 3,090
The average number of people (including Directors) employed by the Group: Year ended Year ended 31 December 2024
31 December
2025
Prize Draw Competitions 41 23
Online Gaming 204 13
Corporate 9 3
254 39
Director emoluments comprise: Year ended Year ended 31 December 2024
31 December
2025
£'000 £'000
Directors' remuneration 450 556
Transaction bonus 130 -
Social security contributions and similar taxes 71 73
Pension contributions to money purchase schemes 13 14
664 643
There were 2 Directors participating in money purchase pension schemes as at
the year ended 31 December 2025 (December 2024: 2)
The key management personnel of the Group consists of the Company's Directors
and a limited number of senior management personnel who have authority and
responsibility for planning, directing, and controlling the Group's
activities.
Key management personnel remuneration comprise: Year ended Year ended 31 December 2024
31 December
2025
£'000 £'000
Remuneration 1,093 556
Transaction bonus 256 -
Social security contributions and similar taxes 114 73
Pension contributions to money purchase schemes 13 14
1,476 643
Remuneration of the highest paid Director comprise: Year ended 31 December 2025 Year ended 31 December 2024
£'000 £'000
Emoluments 195 266
Social security contributions and similar taxes 30 35
Pension contributions to money purchase schemes 10 10
235 311
In addition to the amounts presented in the above tables, a transaction bonus
of €500,000 (£429,000) was paid to Keyplay Holdings Limited, a company
wholly owned by members of key management personnel, including a Director, and
an additional transaction bonus of €500,000 (£429,000) was paid to Romemma
Limited, a company wholly owned by members of key management personnel.
10. Finance income and expense
Year ended Year ended 31 December 2024
31 December
2025
£'000 £'000
Finance income
Deposit account interest 407 162
407 162
Finance expense
Interest on bank borrowings 2,516 81
Interest on lease liabilities 378 23
Foreign exchange loss on financing liabilities (note 29) 816 -
Unwind of discount on deferred consideration (note 26) 286 -
Other finance expenses 465 -
4,461 104
11. Taxation
The Group's tax expense for the year ended 31 December 2025 reflects the tax
position of the Company and its subsidiaries. The Group operates in multiple
jurisdictions with varying tax rates, which impact the effective tax rate.
Tax rates are based on standard corporate tax rates enacted or substantively
enacted at 31 December 2025.
Year ended Year ended
31 December 2025 31 December
2024
£'000 £'000
Analysis of tax expense
Current tax:
UK current tax on profits for the year 969 1,530
Adjustments in respect of prior periods 32 -
Foreign tax on income for the year 3,165 -
Total current tax 4,166 1,530
Deferred tax
Other movement (447) (126)
Total deferred tax (447) (126)
Total tax charge for the period 3,719 1,404
Reconciliation of tax expense and tax based on accounting profits:
Year ended 31 December Year ended
2025 31 December 2024
£'000 £'000
Profit on ordinary activities before income tax 8,892 6,034
Tax using the Group's domestic tax rates of 25% (2024: 24.5%) 2,223 1,478
Effects of:
Non-deductible expenses 1,421 (27)
Share of results of associates (283) -
Difference in foreign tax rates (1,100) -
Deferred tax assets not recognised 41 -
Uncertain tax position provision 1,417 11
Other tax movements - (58)
Tax expense for the period 3,719 1,404
The Group operates in multiple jurisdictions with varying tax rates, which
impact the effective tax rate.
Deferred tax
Deferred tax assets
The following is the analysis of the deferred tax assets (after offset of a
deferred tax liability related to right-of-use assets) for financial reporting
purposes.
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
At the start of the period 315 -
Acquired on business combination - 180
Movement in the period recognised in income statement (2) 135
At the end of the period 313 315
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Losses and tax credits carried forward 273 273
Employee-related accruals 1 2
Leases (net) 39 40
313 315
The deferred tax asset related to leases is after the offset of deferred tax
liabilities of £748,000 (2024: £583,000) on right-of-use assets against
deferred tax assets on lease liabilities of £787,000 (2024: £623,000).
Deferred tax liabilities
Year ended Year ended 31 December 2024
31 December 2025
£'000 £'000
At the start of the year 268 260
Acquired through business combination 1,688 -
Movement in the year recognised in income statement (459) 8
At the end of the year 1,497 268
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Intangible assets 1,410 -
Property, plant and equipment 87 268
1,497 268
12 Property, plant and equipment
Long leasehold Improvements to property Computer equipment Motor vehicles Total
£'000 £'000 £'000 £'000 Fixtures and fittings £'000
£'000
Cost
At 1 January 2024 954 61 97 35 72 1,219
Additions - 458 17 44 - 519
Common control transaction - 1,715 236 50 41 2,042
Disposals - (10) - (29) (72) (111)
At 31 December 2024 954 2,224 350 100 41 3,669
Depreciation
At 1 January 2024 26 8 80 16 58 188
Charge for the period 4 21 18 13 1 57
Disposals - (2) - (13) (58) (73)
At 31 December 2024 30 27 98 16 1 172
Net book amount
At 31 December 2024 924 2,197 252 84 40 3,497
Cost
At 1 January 2025 954 2,224 350 100 41 3,669
Additions - 275 404 1 - 680
Business combination - 64 22 33 14 133
Disposals - - - (68) - (68)
Foreign exchange - 132 28 - 3 163
At 31 December 2025 954 2,695 804 66 58 4,577
Depreciation
At 1 January 2025 30 27 98 16 1 172
Charge for the period 3 230 172 49 12 466
Disposals - - - (31) - (31)
Foreign exchange - 18 16 - 1 35
At 31 December 2025 33 275 286 34 14 642
Net book amount
At 31 December 2025 921 2,420 518 32 44 3,935
Depreciation was recognised in the income statement within administrative
expenses. There are no charges over the Group's tangible fixed assets.
For business combinations in the year see note 26. The common control
transaction relates to the acquisition of Crowd in the previous year (see note
26).
13 Intangible assets
Goodwill Domains and Brands Customer lists Software licenses Total
£'000 £'000 £'000 £'000 Platform technology £'000
£'000
Cost
At 1 January 2024 - - - - 582 582
Additions - - - 95 7,966 8,061
At 31 December 2024 - - - 95 8,548 8,643
Amortisation
At 1 January 2024 - - - - 486 486
Charge for the period - - - 2 51 53
At 31 December 2024 - - - 2 537 539
Net book amount
At 31 December 2024 - - - 93 8,011 8,104
Cost
At 1 January 2025 - - - 95 8,548 8,643
Additions - 7 2,571 - 2,290 4,868
Business combination 6,154 6,132 488 - 4 12,778
Foreign exchange - - 50 5 470 525
At 31 December 2025 6,154 6,139 3,109 100 11,312 26,814
Amortisation
At 1 January 2025 - - - 2 537 539
Charge for the period - 819 591 35 3,066 4,511
Foreign exchange - - 8 1 59 68
At 31 December 2025 - 819 599 38 3,662 5,118
Net book amount
At 31 December 2025 6,154 5,320 2,510 62 7,650 21,696
For business combinations in the year see note 26.
Internal development costs capitalised in the year totalled £2,266,000 (2024:
£nil).
Amortisation is recognised in the consolidated statement of profit and loss
within administrative expenses. There are no charges over the Group's
intangible fixed assets.
The Group is required to test, on an annual basis, whether goodwill has
suffered any impairment. The recoverable amount is determined based on value
in use calculations. The use of this method requires the estimation of future
cash flows and the determination of a discount rate in order to calculate the
present value of the cash flows.
Goodwill relates fully to the Click acquisition in the year. An impairment
test on the Click CGU has been performed at the reporting date. The
recoverable amount of the CGU has been determined from value-in-use
calculations based on two-year cash flow projections prepared by management.
The post-tax discount rate applied was 16%, the long-term growth rate applied
was 2%. No reasonably possible change in the key assumptions would result in
impairment of the CGU.
There are no indefinite life assets other than goodwill.
14 Other non-current assets
31 December 2025 31 December 2024
£'000 £'000
Restricted cash 5,050 4,843
As at the reporting date, the Group holds restricted cash totalling
£5,050,000 (2024: £4,843,000), classified as non-current due to restrictions
on its use with expected realisation beyond 12 months. This balance includes
£2,000,000 held as a guarantee required by the bank in connection with a
£41,500,000 loan facility held by the Company. This amount is accessible and
repayable only upon full repayment of the loan. See further details on the
loan in note 29.
The remaining balance of £3,050,000 (€3,500,000) (2024: £2,843,000
(€3,500,000)) is held by the Crowd Group to comply with gambling legislation
requirements. The cash is held either on restricted accounts with commercial
banks to facilitate bank guarantees, or directly with government agencies. The
cash balances are either inaccessible while the licences are held or
inaccessible within 3 months.
15 Leased assets
31 December 2025 31 December 2024
Number of active leases 21 15
The leases range in length from 2 to 10 years depending on lease type. All
lease payments are fixed over the lease term, with no variable payment
elements capitalised as part of the right-of-use assets. The measurement of
lease liabilities at 31 December 2025 reflects all expected future cash
outflows.
Extension, termination, and break options
The Group sometimes negotiates extension, termination, or break clauses in its
leases. In determining the lease term, management considers all facts and
circumstances that create an economic incentive to exercise an extension
option or not exercise a termination option. Extension options (or periods
after termination options) are only included in the lease term if the lease is
reasonably certain to be extended (or not terminated).
On a case-by-case basis, the Group will consider whether the absence of a
break clause would expose the Group to excessive risk. Typically, factors
considered in deciding to negotiate a break clause include:
- The length of the lease term;
- The economic stability of the environment in which the property
is located; and
- Whether the location represents a new area of operations for the
Group.
Incremental borrowing rate
The Group has adopted a rate with a range of 5.00% - 8.95% as its incremental
borrowing rate, being the rate that the individual lessee would have to pay to
borrow the funds necessary to obtain an asset of similar value to the
right-of-use asset in a similar economic environment with similar terms,
security and conditions. This rate is used to reflect the risk premium over
the borrowing cost of the Group measured by reference to the Group's
facilities.
Right-of-use assets
Leasehold property Motor vehicles and equipment Total
£'000 £'000 £'000
Cost
At 1 January 2024 - - -
Acquired in business combination 3,592 27 3,619
At 31 December 2024 3,592 27 3,619
Depreciation
At 1 January 2024 - - -
Charge for the period 50 1 51
At 31 December 2024 50 1 51
Net book value
At 31 December 2024 3,542 26 3,568
Leasehold property Motor vehicles and equipment Total
£'000 £'000 £'000
Cost
At 1 January 2025 3,592 27 3,619
Business combinations 377 - 377
Additions 3,563 87 3,650
Foreign exchange 213 (3) 210
Lease termination (11) - (11)
At 31 December 2025 7,734 111 7,845
Depreciation
At 1 January 2025 50 1 51
Charge for the period 712 19 731
Foreign exchange 14 (5) 9
At 31 December 2025 776 15 791
Net book value
At 31 December 2025 6,958 96 7,054
Lease liabilities
Leasehold Property Motor Vehicles and Equipment Total
£'000 £'000 £'000
At 1 January 2024 - - -
Additions 3,775 27 3,802
Interest expense 23 - 23
Lease payments (7) (1) (8)
At 31 December 2024 3,791 26 3,817
Leasehold property Motor vehicles and equipment Total
£'000 £'000 £'000
At 1 January 2025 3,791 26 3,817
Acquired in business combination 377 - 377
Additions 3,563 87 3,650
Interest expense 376 2 378
Lease payments (859) (36) (895)
Lease termination (11) - (11)
Foreign exchange 215 2 217
At 31 December 2025 7,452 81 7,533
Reconciliation of minimum lease payments and present value
31 December 31 December
2025 2024
£'000 £'000
Within 1 year 1,050 786
More than 1 year and less than 5 years 4,735 2,792
After 5 years 3,962 1,310
Total including interest cash flows 9,747 4,888
Less: interest cash flows (2,214) (1,071)
Total principal cash flows 7,533 3,817
Reconciliation of current and non-current lease liabilities
31 December 31 December
2025 2024
£'000 £'000
Current 589 367
Non-current 6,944 3,450
Total lease liability 7,533 3,817
16 Investments in associates
Group 31 December 2025 31 December 2024
£'000 £'000
At 1 January 2,915 -
Additions - 2,855
Dividends receivable (975) -
Share of profits 1,133 60
Foreign exchange recorded in OCI 159 -
At 31 December 3,232 2,915
The Group owns a 35% holding in each of Exalogic and Exalogic Sistemi
(together the "Exalogic Companies"), as well as two call options, which grant
the right to acquire additional equity stakes in the Exalogic Companies. The
principal place of business and incorporation of the Exalogic Companies is
Italy.
The Group assessed its investment in the Exalogic Companies under IFRS 10 and
concluded that it does not control the Exalogic Companies, as it lacks power
over relevant activities given that the call options are not yet exercisable
and thus its voting rights remain at 35%. The investment is accounted for as
an equity accounted associate under IAS 28 due to significant influence and
the call options are classified as derivative financial instruments. The call
options are included within derivative financial assets (note 17).
The fair value of the 35% interest acquired exceeded the cost of the
acquisition due to unrecognised goodwill.
£379,000 of the dividends receivable remain unpaid at year end.
Summarised financial information on Exalogic is detailed below:
£'000
At 31 December 2025
Current assets 7,322
Non-current assets 510
Current liabilities (4,130)
Non-current liabilities (282)
For the year ended 31 December 2025
Revenue 14,177
Profit from continuing operations 3,238
Total comprehensive income 3,238
17 Derivative financial asset
31 December 2025 31 December 2024
£'000 £'000
Call options relating to Exalogic Companies 477 586
Call options relating to Crowd 1,633 -
2,110 586
Call options relating to Exalogic Companies
The Group has two call options over its 35% associate, Exalogic Companies.
Details of the Group's investment in Exalogic Companies is included in note
16.
The terms of the call options are as follows:
Call Option 1
Call Option 1 grants the right to acquire an additional 35% stake, increasing
the shareholding from 35% to 70%. Call Option 1 is only exercisable once
trailing 12-month EBITDA exceeds €7m; this has not yet been achieved and,
therefore, the call option is not yet able to be exercised. The call option
has been renegotiated in the year, increasing the EBITDA threshold.
The Call Option 1 exercise price is calculated as follows:
• 4.5 multiplied by the greater of (i) €7m; or (ii) the
aggregate EBITDA of the Exalogic Companies for the 12-month period ended prior
to notice being given on the intention to exercise the option; plus
• The net assets/debt of the Exalogic Companies as at the
month-end prior to notice being given by the Group;
• Multiplied by 35%.
If any dividends are paid by the Exalogic Companies between the notice date
and exercise date, the net assets/debt of the Exalogic Companies will be
reduced by the value of the dividends.
Call Option 2
Following the exercise of Call Option 1, the Group has the right to acquire
the remaining equity stake in the Exalogic Companies. Call Option 2 may be
exercised at any time after the exercise of Call Option 1.
The Call Option 2 exercise price is calculated as follows:
• 4.5 multiplied by the EBITDA of the Exalogic Companies for the
12-month period ended prior to notice being given to the sellers (with a floor
of €5m if EBITDA is below this amount); plus
• The net assets/debt of the Exalogic Companies as at the month
end prior to notice being given by the Group;
• Multiplied by 30%.
If any dividends are paid by the Exalogic Companies between the notice date
and exercise date, the net assets/debt of the Exalogic Companies will be
reduced by the value of the dividends.
The fair value of each call option are presented below:
Call Option 1 Call Option 2 Total fair value
£'000 £'000 £'000
At 31 December 2025 196 281 477
At 31 December 2024 316 270 586
Call options relating to Crowd Services Limited ("Crowd")
During the year, the Group entered into two call options over the remaining
4.14% equity interest in Crowd, for £nil consideration, through a transaction
under common control.
Call Option 1
The option relates to a right to acquire 2.68% of Crowd, and can be exercised
on, or before, the 10(th) anniversary from the signing date (September 2025).
Consideration payable is based on 2.68% of 3x EBITDA of specific business
units within Crowd for the last twelve months prior to the exercise date. The
option was in the money at inception and accordingly a derivative financial
asset was recognised at its fair value through other reserves.
Call Option 2
The option gives the Group the right to acquire 1.46% of Crowd. It was entered
into in the year and can be exercised for £1,220,000 at any time once the
EBITDA of the business exceeds €3m per month. The value of the option was
negligible at inception and at the reporting date.
18 Inventories
31 December 2025 31 December 2024
£'000 £'000
Competition prizes 2,840 631
The cost of Group inventories recognised as an expense in year ended 31
December 2025 amounted to £37,777,000 (2024: £15,307,000). This is
recognised within net revenue.
19 Trade and other receivables
31 December 2025 31 December 2024
£'000 £'000
Trade receivables 6,824 4,863
Other receivables 2,600 1,026
Prepayments 1,102 1,347
Contract assets 142 127
10,668 7,363
The fair value of trade and other receivables approximates to their carrying
values.
In the Prize Draw Competitions segment, trade receivables relate to payment
processor payments. As payment is due immediately upon customer purchase of a
competition ticket and the Group does not offer any credit terms, no
significant trade receivables arise beyond those associated with payment
processor transactions.
In the Online Gaming segment, trade receivables relate to the Crowd Group's
business-to-business ("B2B") services and processor balances that represent
funds held by third-party payment providers before settled to the Group's bank
accounts.
Expected Credit Loss ("ECL")
The Group identified no specific bad debt provisions required. The Group
calculated an ECL using the simplified approach under IFRS 9, based on
reasonable and supportable information. For the remaining balances, customers
demonstrated a consistent and reliable payment history, and any additional ECL
was determined to be immaterial to the Group's financial position due to the
short-term nature and low credit risk of these receivables.
The following table details the aging and risk profiles of trade receivables:
< 30 31-60 6190 > 90 Total Gross ECL Total Net
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Expected credit loss rate 0% 0% 0% 0% 0% - 0%
31 December 2024 4,146 36 30 1,048 5,260 (397) 4,863
31 December 2025 6,067 41 147 707 6,962 (138) 6,824
20 Cash and cash equivalents
31 December 2025 31 December 2024
£'000 £'000
Cash at bank 63,009 20,144
Cash and cash equivalents excludes restricted cash at 31 December 2025 of
£5,050,000 (31 December 2024: £4,843,000), which has been recognised in
other non-current assets. See note 14 for more details.
21 Trade and other payables
31 December 2025 31 December 2024
£'000 £'000
Trade creditors 13,393 6,793
Indirect taxes payable 7,112 5,486
Accruals 6,553 6,633
Players balances 3,805 3,614
Contract liabilities 300 55
Other creditors 1,457 1,071
32,620 23,652
The Directors consider that the carrying value of trade and other payables
approximates to their fair value. Trade payables are non-interest bearing and
are normally settled monthly. Included within other creditors are competition
liabilities, pension credits and outstanding social security balances.
22 Other financial liabilities
31 December 2025 31 December 2024
£'000 £'000
Game credits and competitions liability 266 310
23 Share capital
31 December 2025 31 December 2024
£'000 £'000
Allotted, called up and fully paid
Opening nominal value of 5p ordinary shares 423 423
Shares issued during the year 103 -
Closing nominal value of 0.5p (2024: 5p) ordinary shares 526 423
31 December 2025 31 December 2024
Number Number
Allotted, called up and fully paid
Opening number of 5p ordinary shares 8,461,376 8,461,376
Shares issued as part of debt for equity transaction 1 -
Subdivision of shares from 5p to 0.5p 76,152,393 -
Shares issued on 3 November 2025 20,512,820 -
Closing number of 0.5p (2024: 5p) ordinary shares 105,126,590 8,461,376
During the year, the Company subdivided its shares, with each 5p share
subdivided into 10 0.5p shares.
On 8 April 2025, the Company completed a debt-to-equity conversion relating to
a £25,220,000 (equivalent to €30,400,000) liability owed to its UBO as of
31 December 2024. See note 29 for further information.
On 3 November 2025, the Company issued 20,512,820 ordinary shares at £1.95
per share.
All share classes rank pari passu, including voting and distribution rights
and repayment of capital in the event of winding up.
Share premium
31 December 2025 31 December 2024
£'000 £'000
At the start of the year 622 622
Debt for equity transaction 26,036 -
Shares issued in the year 39,897 -
Issue costs relating to shares issued in the year (1,493) -
At the end of the year 65,062 622
24 Share-based payment
Share Option Plan
The equity-settled Share Option Plan was adopted by the Company on 27 October
2025. The Share Option Plan consists of two separate plans called The Winvia
Entertainment plc (Employees) Share Option Plan (the "Employees Plan") and The
Winvia Entertainment plc (Consultants) Share Option Plan (the "Consultants
Plan"). The terms of the two plans are the same save that only employees of
the Group are eligible to participate in the Employees Plan and only
consultants are eligible to participate in the Consultants Plan. The Share
Option Plan may be used to grant options to acquire ordinary shares.
1,009,201 share options were subsequently granted, which all remained
outstanding at year-end. The majority of the share options follow a vesting
profile where 25% vest after one year, with the balance vesting in equal
six-monthly periods over the next three years. The exercise price of options
issued in the year was £1.95 and the fair value at grant date was £713,505.
The total expense recognised in the income statement for the year relating to
the share options was £29,730, with a corresponding credit to equity -
share-based payment reserve.
The fair value of the options was determined at the grant date using the
Black-Scholes option pricing model, taking into account the share price,
expected volatility, risk-free interest rate, expected life of the options,
and expected dividend yield. Expected volatility is estimated based on
historic volatility of guideline companies in the industry.
No options were exercisable at the reporting date nor have been exercised in
the year. The vesting of options may be subject to the achievement of
performance conditions set at the time of grant.
An option may only be exercised to the extent vested and must be exercised
within ten years from its grant. An option (whether vested or not) will lapse
if the participant ceases to be in service due to cause. If service is
terminated without cause then vested options may be exercised within 90 days
of termination. If termination is the result of the death of the participant
then vested options may be exercised within 12 months of death.
25 Subsidiaries
The Company has two direct subsidiaries as at 31 December 2025. Crowd Services
Limited (incorporated in Gibraltar), of which it owns 95.86% of the issued
shares, and Click Competitions Limited (incorporated in England and Wales), of
which it owns 100%.
Crowd Services Limited directly and indirectly owns 100% of the issued shares
of all other subsidiaries of the Group, apart from WindGG Holdings Ltd, in
which it owns a 60% shareholding, as at 31 December 2025.
The table below sets out the details of the active subsidiaries under the
control of Crowd Services Limited.
Subsidiaries Country of incorporation Proportion of ordinary shares .held at 31 December 2025
Crowd Interactive Holding Ltd Malta 95.86% indirect holding
Crowd Entertainment Ltd Malta 95.86% indirect holding
Stellar Development SRL Romania 95.86% indirect holding
OmniPlay SRL Romania 95.86% indirect holding
WOW Intl. Cyprus 95.86% indirect holding
Sky Data Services SRL Romania 95.86% indirect holding
360 Operational Services Ltd Malta 95.86% indirect holding
SW Globe Hosting SRL Romania 95.86% indirect holding
WindGG Holdings Ltd Malta 57.52% indirect holding
WindGG International Ltd Malta 57.52% indirect holding
Business disposals
In September 2025, the Group divested the non-core companies of Viral
Interactive Limited and Best of the Best Limited (formerly known as Crowd
Services UK Limited) for consideration of £1,000.
26 Business combinations
On 3 April 2025, Winvia acquired 100% of the share capital of Click
Competitions Limited, a UK-based company in the competitions and prize draw
market, for total consideration of £16,424,000, of which £5,600,000 was
deferred for 12 months. The business combination was made as part of the
Group's strategy to increase its presence in this sector. The fair values of
the assets acquired and liabilities assumed is detailed below:
Fair value
£'000
Property, plant and equipment 133
Intangible assets (note 13) 6,624
Right-of-use assets 377
Total non-current assets 7,134
Cash and cash equivalents 1,400
Inventories 2,158
Loan receivables 3,360
Trade and other receivables 183
Total current assets 7,101
Trade and other payables (2,185)
Lease liabilities (377)
Total current liabilities (2,562)
Deferred tax liability (1,688)
Total non-current liabilities (1,688)
Net assets acquired 9,985
£'000
Consideration transferred 16,139
Less: fair value of net assets acquired (9,985)
Goodwill (note 13) 6,154
Purchase consideration £'000
Cash consideration paid on completion 7,630
Net debt and working capital adjustment (165)
Settlement of outstanding directors loan accounts 3,360
Deferred cash consideration 5,600
Impact of discounting deferred consideration (286)
Total consideration 16,139
Analysis of cash flows on acquisition £'000
Cash consideration paid on completion (7,630)
Net debt and working capital adjustment 165
Cash acquired at acquisition 1,400
Net cash outflow on acquisition (6,065)
Acquisition costs were £269,000 and are recognised as an expense in the
consolidated statement of comprehensive income. They have been presented
within adjusting items (Note 7). Deferred consideration of £5,600,000 was
discounted to its present value on acquisition of £5,314,000.
From the acquisition date to 31 December 2025, the acquiree contributed
revenue of £5,528,000 and profit of £578,000 to the Group. If the
acquisition had occurred on 1 January 2025, Group revenue would have been
£173,005,000 and Group profit after taxation would be £5,995,000.
Business combinations in previous periods
On 11 December 2024, the Group acquired 95.86% of the equity interest in
Crowd, and its subsidiary undertakings through a transaction under common
control, for maximum total consideration of £43,654,000 (approximately
€52,244,000).
There has been no changes to the recognition or measurement of the acquisition
of Crowd in the year.
27 Non-controlling interest ("NCI")
The Group owns 95.86% of Crowd resulting in a 4.14% non-controlling interest.
Crowd owns 60% of WindGG resulting in a 40% non-controlling interest. These
non-controlling interests have been reported in aggregate below.
The following table summarises the NCI's share of key metrics. For the
comparative period, the results relate to the period post-acquisition of the
Crowd Group on 20 December 2024.
Year ended Year ended
31 December 2025 31 December 2024
£'000 £'000
Profit for the period 1,365 270
Other comprehensive income 24 (1)
Total comprehensive income 1,389 269
At 31 December 2025
Crowd Group (less WindGG) WindGG Total Crowd Group
£'000 £'000 £'000
Non-current assets 19,145 2,708 21,853
Current assets 20,759 11,628 32,387
Non-current liabilities (4,405) - (4,405)
Current liabilities (21,549) (10,146) (31,695)
Net assets 13,950 4,190 18,140
Total non-controlling interest 578 1,676 2,254
At 31 December 2024
Crowd Group (less WindGG) WindGG Total Crowd Group
£'000 £'000 £'000
Non-current assets 5,244 1,658 6,902
Current assets 19,711 7,959 27,670
Non-current liabilities (1,861) (1,575) (3,436)
Current liabilities (27,466) (5,539) (33,005)
Net (liabilities)/assets (4,372) 2,503 (1,869)
Total non-controlling interest (181) 1,001 820
The movement on the non-controlling interest reserve relates to:
Year ended
31 December Year ended
2025 31 December
£'000 2024
£'000
Opening balance 820 -
NCI share of comprehensive income 1,389 270
Capitalisation of waived debts 569 -
Dividends paid to NCI (524)
NCI share of net liabilities at acquisition - 550
Closing balance 2,254 820
Capitalisation of waived debts relates to £13,744,000 that was owed to the
Company from its subsidiary, Crowd Services Ltd. See note 8 to the Company
financial statements for further information.
28 Reserves
Share capital
Share capital represents the nominal value of shares that have been issued.
Share premium
Share premium represents any premiums received on issue of share capital. Any
transaction costs associated with the issue of shares are deducted from share
premium.
Share-based payment reserve
This reserve relates to the cumulative charge relating to unexpired share
options issued by the Company.
Capital redemption reserve
The capital redemption reserve arises on the redemption or purchase of the
Company's own shares out of distributable profits in accordance with the
requirements of the Companies Act. It represents a non-distributable reserve
equal to the nominal value of the shares redeemed or purchased.
Foreign exchange reserve
The foreign exchange reserve records the foreign exchange differences arising
on translation of investments in foreign controlled subsidiaries. Amounts are
classified to profit or loss when an entity is disposed of.
Other reserves
Other reserves arise from the difference between the cost of the investment
and the carrying value of net assets acquired under book value accounting
arising from the acquisition of Crowd Services Ltd in the prior year, and the
Crowd call option entered into during the year.
Retained earnings
Retained earnings relate to cumulative net gains and losses less distributions
made.
Non-controlling interests
Non-controlling interests relates to the cumulative net profit/(losses) and
exchange difference in relation to non-controlling interest.
29 Borrowings
31 December 2024
31 December 2025
£'000 £'000
Current
Loans from UBO - 27,413
Bank borrowings 4,560 29,318
4,560 56,731
Non-current
Bank borrowings 28,544 -
Total borrowings 33,104 56,731
Loans from UBO
On 8 April 2025, the Company completed a debt-to-equity conversion relating to
a £25,220,000 (equivalent to €30,400,000) liability owed to the UBO as of
31 December 2024. This liability was extinguished by issuing equity
instruments (shares) to the shareholder. Due to foreign exchange fluctuations,
the equity instruments were issued at a value of £26,036,000 (equivalent to
€30,400,000), resulting in a £816,000 foreign exchange loss from the
carrying value of the liability.
Bank borrowings
On 11 December 2024, the Company entered into a loan agreement with Eurobank
Cyprus Ltd for a facility amount of up to £41,500,000. The loan was entered
into for the partial financing of the acquisition of 95.86% of the share
capital of the Crowd Group. The first drawdown under the facility occurred on
13 December 2024, with an amount of £29,246,000. In May 2025, the Company
drew down an additional £8,400,000 of the loan available in order to finance
the acquisition of Click.
The loan is repayable through 71 consecutive monthly instalments of £380,000,
followed by a final balloon payment at the end of the loan term. The loan
agreement was amended in September 2025 to remove a clause permitting the
lender to alter the term and repayment profile of the loan at any time.
Interest, fees, and other charges are payable monthly in addition to the
capital repayments. The applicable interest rate for each interest period is
based on a blended rate using the GBP Term SONIA rate and a deposit rate.
The loan agreement includes the following financial covenants:
- The Group must maintain a ratio of net bank debt
to Adjusted EBITDA of no more than 4:1, to be tested annually starting from
the financial year ended 31 December 2025;
- The Group must maintain a ratio of Adjusted
EBITDA to interest of more than 2:1, to be tested every six months starting
from the financial year ended 31 December 2025; and
- The Group must maintain a ratio of net bank debt
to adjusted equity ratio of no less than 1:1, to be tested annually starting
from the financial year ended 31 December 2026.
30 Contingent liabilities
The Group operates in a number of jurisdictions in an industry where
governments have introduced, or are contemplating the introduction of, new
regulatory or fiscal arrangements that may impact on the Group's operations,
The Group monitors the prevailing regulatory and tax environments in its
jurisdictions and seeks to determine the applicability and impact of changes
on the Group. The Group bases its compliance with corporate tax, indirect tax
and gaming tax requirements on its interpretation of current legislation.
Given the continuing and developing nature of taxation for the industry and
for international groups more widely, there is judgment required to interpret
international tax laws and the methodology used to determine the amount of tax
charges, current and future, arising. Due to developing practice and potential
for alternative interpretations there is a risk that additional liabilities
could arise. Given the uncertainty and complexity of the application of tax
laws in the sector it is not feasible to reliably quantify the range of any
such other potential liabilities and therefore none has been disclosed.
Further, the Group is aware of the increasing interest in the applicability of
UK sales tax ('VAT'), or other possible duty tax, to the sale of tickets for
prize draw competitions in the United Kingdom. The Group has engaged with His
Majesty's Revenue and Customs ("HMRC") on this matter during the year and post
year-end. The Group also identified a recent response to a Parliamentary
Question in February 2026 which stated that VAT should be applied to prize
competition businesses at the standard rate. The Group understands the current
industry practice is for prize draw competitions to be exempt from VAT and
also that HMRC is engaging with other operators across the sector specifically
in respect of this.
At this time, any definitive outcome, including the determination of the
applicability of any taxes, the period to which it would apply, and the
calculation basis thereof, is uncertain. Based on professional advice taken
to date, the Directors believe it is appropriate to treat the prize draws as
exempt from VAT, however, recognise that there is increased risk and the
overall conclusion may be subject to further assessment by HMRC.
Accordingly, the Directors have determined that the risk around historic VAT
liabilities or other duty tax constitutes a contingent liability and have
therefore not recorded a provision. The contingent liability relates to both
the Best of the Best business and the acquired Click Competitions Limited for
which, if a liability were to arise, the Directors would consider enforcing
any warranties and indemnities available to them. The Directors, based on
professional advice taken, are not currently able to reliably estimate within
an acceptable range, if any, the potential outflow, should it be concluded
that VAT or another possible duty tax should be applied and therefore have not
disclosed an estimate of any potential outflow of economic benefit.
The Directors have not been able to reliably estimate this due to the range of
possible outcomes owing to uncertainty as to the period of assessment, the
nature of tax to be applied, the tax base used and any penalties or interest
that may apply. Whilst the Group expects progress on the matter throughout
2026 and 2027, the timing as to the ultimate determination of the
applicability of any taxes, and how this is achieved, is currently uncertain.
31 Commitments and contingencies
Guarantees
The Group has financial commitments under Romanian gambling law, requiring a
guaranteed deposit amount for potential corporation and gambling tax
liabilities in respect of its B2C businesses. To satisfy these requirements,
at the reporting date the Group has guarantees of RON 33,300,000
(approximately £5,500,000) and RON 9,500,000 (approximately £1,570,000)
respectively.
The Group engaged Smartown Investments SRL ("Smartown"), a related party
controlled by the Group's majority shareholder, to procure these bank
guarantees. The Group also indemnifies Smartown for any fees or losses if the
guarantees are called and acts as a guarantor for Smartown's obligations under
the bank letters, creating a cross-guarantee for its own potential tax
liabilities. There is no current risk identified with regard to potential tax
liabilities and therefore no liability has been recorded.
As at 31 December 2025, the guarantees had not been called.
32 Financial instruments
Financial assets
Financial assets measured at amortised cost comprise trade receivables, other
receivables and cash. It does not include prepayments or taxes receivable.
Financial assets measured at FVTPL include derivative financial assets
relating to the call options in the Exalogic Companies and Crowd.
As at 31 December 2025
As at 31 December 2024
£'000 £'000
Financial assets at amortised cost:
Trade receivables 6,824 4,863
Other receivables 1,500 1,026
Cash and cash equivalents 63,009 20,144
Other non-current assets (restricted cash) 5,050 4,843
76,383 30,876
Financial assets at fair value through profit or loss:
Derivative financial assets 2,110 586
2,110 586
Total financial assets 78,493 31,462
Financial liabilities
Financial liabilities measured at amortised cost comprise trade and other
payables, accruals, lease liabilities, player balances and borrowings. It does
not include taxation and social security or contract liabilities. Financial
liabilities measured at FVTPL include the financial liability relating to the
outstanding game credit.
As at 31 December 2025
As at 31 December 2024
£'000 £'000
Financial liabilities at amortised cost:
Trade and other payables 14,238 7,966
Accruals 6,358 6,633
Lease liabilities 7,533 3,817
Player balances 3,805 3,614
Loans from UBO - 27,413
Deferred consideration 5,600 -
Bank loans 33,104 29,318
70,638 78,761
Financial liabilities at fair value through profit or loss:
Other financial liabilities (Game credit and competitions liability) 266 310
266 310
Total financial liabilities 71,099 79,071
Fair value of financial assets and liabilities approximates to their carrying
value.
Fair value measurements
The Group measures certain financial instruments at fair value, classified
within the fair value hierarchy as follows:
· Level 1: Quoted prices (unadjusted), in active markets for
identical assets or liabilities;
· Level 2: Inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or indirectly;
or
· Level 3: Inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
The Group holds two call options related to its 35% investment in the Exalogic
Companies and two call options over the remaining 4.14% equity interest in
Crowd, classified as derivative financial assets held at fair value through
profit or loss. These options were initially recognised at their book value
and remeasured to fair value at 31 December 2025.
The fair value hierarchy of financial instruments measured at fair value is
presented below:
Fair value hierarchy level As at 31 December 2025
As at 31 December 2024
£'000 £'000
Derivative financial assets:
Exalogic Call Option 1 Level 3 196 316
Exalogic Call Option 2 Level 3 281 270
Crowd Call Option 1 Level 3 1,633 -
Crowd Call Option 2 Level 3 - -
2,110 586
Financial liabilities
Game credits and Competitions liability Level 3 266 310
The following summarises the valuation methodologies and inputs used for
derivative assets categorised in Level 3. No reasonable change in the inputs
results in a material change to the fair value above.
Financial instrument Valuation methodologies Unobservable inputs
Derivative financial .assets Expected cash flow model Volatility, forecast EBITDA, valuation multiples
Game credits Expected cash flow model Redemption rates, player behaviour
Competition liability Expected cash flow model Player behaviour, ticket sales, competition results
Capital risk management
The primary objective of the Group's capital management is to ensure that it
maintains a credit quality that enables the Group to raise funds at an
economic interest rate and to maintain healthy capital ratios in order to
support its business and maximise shareholder value. The Group considers its
capital to comprise equity and bank debt. The Group manages its capital
structure and makes adjustments to it in light of changes in economic
conditions. To maintain or adjust the capital structure, the Group may adjust
borrowings, return capital to shareholders, issue new shares or convert debt
to equity instruments.
The Group's funding policy is to raise funds to meet the Group's anticipated
requirements. The Group's borrowings are subject to externally imposed capital
requirements, including financial covenants such as maintaining specific
debt-to-Adjusted EBITDA and debt-to-equity ratios. The Group monitors
compliance with these covenants on an ongoing basis and, based on current
projections, expects to maintain significant headroom against these
requirements. The Board reviews the Group's capital structure and liquidity
periodically.
Financial risk management
The Group is exposed through its operation to the financial risks: credit
risk, market risk, interest rate risk, foreign exchange risk and liquidity
risk. Risk management is carried out by the Directors, supported by the
Group's finance teams. The Group uses financial instruments to provide
flexibility regarding its working capital requirements and to enable it to
manage specific financial risks to which it is exposed. The Group's risk
profile includes exposures from the prize competitions business, online
sportsbook, casino and poker revenue streams.
Credit risk
Credit risk arises from financial instruments that potentially expose the
Group to losses if counterparties fail to meet their obligations, primarily
cash and cash equivalents, player deposits and processor balances. The Group's
operations include the Prize Draw Competitions business and the Online Gaming
business, including online sportsbook, casino, and poker businesses.
The Group maintains cash and cash equivalents with reputable domestic and
foreign financial institutions selected for their high credit quality based on
investment-grade credit ratings. Although bank balances may exceed insured
limits, the Directors are confident in the creditworthiness of these
institutions, which include major banks with strong financial stability. The
Group performs periodic evaluations of counterparties' credit standing by
monitoring credit ratings, market data, and public information, adjusting
exposures to ensure that risks from lower-rated counterparties remain within
acceptable limits.
Crowd's online sportsbook, casino and poker businesses are predominantly
card-based, requiring players to deposit funds in advance of participating,
significantly reducing credit risk from player receivables. Processor
balances, representing funds held by payment processors for the Group's gaming
operations, are subject to credit risk. The Group mitigates this by partnering
with established payment processors with strong credit profiles and conducting
daily reconciliations to monitor credit trends and ensure timely settlement.
The Group applies the ECL model under IFRS 9 to assess impairment of financial
assets, such as processor balances and trade receivables. ECL provisions are
based on historical loss experience, counterparty credit ratings, and
forward-looking economic factors, with no material ECL losses recognised
during the year.
No single counterparty, including players or payment processors, accounted for
10% or more of the Group's revenue in the year, indicating no significant
concentration of credit risk.
Market risk
Market risk relates to the risk that changes in market prices, specifically
sports betting odds for the Group's online sportsbook and equity prices for
derivative financial instruments, will impact the Group's income or the fair
value of its financial instruments. Market risk management aims to control
exposures to within acceptable limits, while optimising returns, conducted
under the oversight of the Directors.
The Group's sportsbook operations involve offering betting odds, exposing the
Group to betting price risk, where mispriced odds or unexpected betting
outcomes could affect cash flows or jackpot liabilities. The Group mitigates
this risk through sophisticated odds-setting algorithms and real-time market
monitoring. The Group's casino and poker operations have fixed house edges,
minimising price risk exposure. Derivatives, comprising call options to
acquire additional equity in the Exalogic Companies and Crowd, expose the
Group to equity price risk, as their fair value is dependent on the underlying
companies' equity value.
The Group does not hold derivative financial instruments for speculative or
trading purposes. Market risk exposures are continually monitored, with limits
set to ensure volatility remains within the Group's risk appetite.
Interest rate risk
Interest rate risk is the risk that changes in market interest rates will
affect the Group's borrowing costs, impacting financial performance and cash
flows. This risk arises from borrowings with variable interest rates that
fluctuate with market conditions.
The Group's borrowings consist of a bank loan issued in GBP, under which the
applicable interest rate for each interest period is based on a blended rate
using the GBP Term SONIA rate and a deposit rate. As GBP Term SONIA is a
floating benchmark, the Group is exposed to fluctuations in market interest
rates over the life of the loan.
The Group monitors developments in interest rates on an ongoing basis. At
present, management does not consider the potential impact of reasonably
possible changes in interest rates to be significant to the Group's financial
performance or cash flows, and accordingly, no sensitivity analysis has been
presented.
Foreign exchange risk
The Group operates internationally and is exposed to currency risk arising on
financial instruments denominated in a currency other than the respective
functional currencies of the Group entities, which are primarily Euros,
Sterling and Romanian Leu. A change in exchange rates between the functional
currency and the currency in which a transaction is denominated increases or
decreases the expected amount of functional currency cash flows upon
settlement of the transaction. That increase or decrease in expected
functional currency cash flows is a foreign currency transaction gain or loss
and is included in determining net loss for the period in which the exchange
rate changes.
The primary financial instruments the Group holds in foreign currency relate
to cash and cash equivalents. The carrying value at the reporting date by
currency is summarised below.
As at As at 31 December 2024
31 December 2025
£'000 £'000
Cash and cash equivalents by currency
Pounds Sterling 40,024 9,848
Euro 12,534 6,774
Romanian Leu 10,435 3,506
US Dollar 16 16
Total 63,009 20,144
Sensitivity analysis
A 10% strengthening of the Sterling against the Group's primary currencies at
the respective reporting dates below would have increased/(decreased) equity
and profit or loss by the amounts shown below:
As at As at 31 December 2024
31 December 2025
£'000 £'000
Euro
Effect on equity +10% 1,253 2,290
Effect on profit +10% (1,253) (2,290)
- -
Romanian Leu
Effect on equity +10% 1,043 154
Effect on profit +10% (1,043) (154)
- -
A 10% weakening of the Sterling against the Group's primary currencies at the
respective reporting dates would have an equal but opposite effect on the
amounts shown above.
Liquidity risk
The Group maintains sufficient cash balances to meet its operational and
strategic objectives. The Directors and management review cash flow forecasts
on a regular basis to ensure the Group has sufficient cash reserves to meet
future working capital requirements, settle financial liabilities as they fall
due and to take advantage of business opportunities.
A maturity analysis of the Group's undiscounted cash flows arising from
financial liabilities is shown below:
As at 31 December 2025
As at 31 December 2024
£'000 £'000
Less than 1 year:
Trade and other payables 24,667 18,523
Deferred consideration 5,600 -
Bank borrowings 6,266 56,731
Lease liabilities 1,046 786
37,579 76,040
More than 1 year and less than 5 years:
Bank borrowings 32,859 -
Lease liabilities 4,735 2,792
37,594 2,792
After 5 years:
Lease liabilities 3,964 1,310
3,964 1,310
33 Changes in liabilities from financing activities
Opening balance Financing cash flows Interest charge Other non-cash changes Closing balance
£'000 £'000 £'000 £'000 £'000
31 December 2025
Lease liabilities 3,817 (906) 378 4,244 7,533
Bank borrowings 29,318 1,636 2,516 (366) 33,104
Loans from UBO 27,413 (2,193) - (25,220) -
Deferred consideration - - - 5,600 5,600
Total 60,548 (1,463) 2,894 (15,742) 46,237
Opening balance Financing cash flows Interest charge Other non-cash changes Closing balance
£'000 £'000 £'000 £'000 £'000
31 December 2024
Lease liabilities - (8) 23 3,802 3,817
Bank borrowings - 29,246 81 (9) 29,318
Loans from UBO - - - 27,413 27,413
Total - 29,238 104 31,206 60,548
34 Related party transactions
During the year, the Group made purchases from companies related by common
control of the majority shareholder. The following transactions were expenses
relating to business operations.
Purchases Purchases Payable at Payable at
2025 2024 Dec-25 Dec-24
£'000 £'000 £'000 £'000
Exalogic SRL 276 - 51 -
Koober Investments Ltd 2 - 2 -
Pay Technologies (CY) Limited 714 - 128 -
Skywind Malta Ltd 411 412 42 428
Smart Town 295 - - -
Globe Invest Limited 628 - - -
In Touch Games limited - - - 2
Skywind Services Cyprus Ltd 5 - 1 -
E.E.C. INVEST IMOBILIARE SRL 889 - - -
Whitestreet Investments LTD 43 - - -
CHAYON TECHNOLOGIES LTD 305 - 247 -
PAYCOMCY Limited ("PAYCOMCY") 4,281 251 - 51
7,849 663 471 481
During the year, the Group made purchases from the major shareholder totalling
£5,786,000 (2024: £nil) relating to Advisory and Service fees incurred in
respect of the IPO. There was no balance outstanding at the reporting date. As
disclosed in note 29, the Group previously had a loan note payable to the
major shareholder which was settled in a debt for equity transaction in the
current year.
During the year, the Group made purchases from YaYa Global Tech Limited, a
company controlled by certain key management personnel, totalling £148,100
(2024: £nil).
During the prior year, the Group acquired the Crowd Group, as disclosed in
note 26, and acquired a gaming platform for total consideration of
£7,967,000, from the major shareholder.
PAYCOMCY provides payment processing services to the Group. As at 31 December
2025, PAYCOMCY held £910,000 (2024: £710,000) of cash collected from
customers due to the Group, included in trade receivables.
The Group made sales to Skywind Services Cyprus Ltd in the year totalling
£13,525 (2024: £nil).
As part of the bank borrowings disclosed in note 29, Globe Invest Limited and
Millionpaths Limited, entities that are under common control of the major
shareholder, and Keyplay Holdings Limited and Mihai Manoilă, all acted as
guarantors.
Disclosures relating to key management personnel remuneration is disclosed in
note 9. Further related party disclosures are provided in note 17 and note 31.
35 Retirement benefit plans
The Group operates a defined contribution retirement benefit plan for all
qualifying employees. The assets of the plans are held separately from those
of the Group in funds under the control of trustees. The total expense
recognised in the statement of profit or loss and other comprehensive income
of £153,000 (December 2024: £68,000) represents contributions payable to
these plans by the Group at rates specified in the rules of the plans.
36 Ultimate controlling party
Mr Teddy Sagi, who holds a direct 69.5% shareholding in the Company, is the
ultimate controlling party, exercising control through his majority ownership.
37 Post balance sheet events
A final dividend of 5.9p per ordinary share has been proposed but not yet
approved.
On 18 May 2026, the Group announced it had entered into an asset purchase
agreement to acquire the trade, business and certain assets (excluding any
liabilities, cash and trade receivables) of Rev Corp Limited, trading as Rev
Comps, for expected consideration of £11,790,000. The final consideration
amount is subject to the audited financial statements for the 12 month period
ended 31 May 2026
The group will pay the consideration in thee instalments, currently estimated
as; (1) at Completion (45%), (2) subject to final determination of Rev Comp's
audited accounts for the year end 31 May 2026 (34%), and (3) a deferred
portion payable on the 2nd anniversary of Completion (21%). In addition,
the Sellers may also be entitled to earnout payments based on achieved
adjusted profit before tax growth of the business across the two financial
years ending 31 December 2027 and 31 December 2028, compared to adjusted
profit before tax in Rev Comp's audited accounts for the year ended 31 May
2026.
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. END FR SFIEDAEMSEEI
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