FY25 Results

About this update from Evoke Plc

[{"type":"text","content":"\n \n     \n   \n 30 April 2026 \n   evoke Plc   \n (\"evoke\" or \"the Group\")   \n   \n FY25 Results \n Significantly improved underlying profitability with FY25 Adjusted EBITDA +14% to £356m in line with expectations \n Strategic review discussions ongoing \n evoke (LSE: EVOK), one of the world's leading betting and gaming companies with internationally renowned brands including William Hill, 888 and Mr Green, today announces its financial results for the year ended 31 December 2025 (\"FY25\" or the \"Period\"). \n   \n \n \n \n \n   \n \n \n Reported \n \n \n Adjusted 1 \n \n \n \n \n £ millions \n \n \n 2025 \n \n \n 2024 2 \n \n \n YoY% \n \n \n 2025 \n \n \n 2024 2 \n \n \n YoY% \n \n \n \n \n Revenue \n \n \n 1,781.9 \n \n \n 1,754.5 \n \n \n +2% \n \n \n 1,781.9 \n \n \n 1,754.5 \n \n \n +2% \n \n \n \n \n EBITDA 1 \n \n \n 301.3 \n \n \n 211.4 \n \n \n +43% \n \n \n 356.2 \n \n \n 312.5 \n \n \n +14% \n \n \n \n \n (Loss) / profit after tax \n \n \n (549.1) \n \n \n (220.9) \n \n \n -149% \n \n \n 5.7 \n \n \n (39.2) \n \n \n NMF* \n \n \n \n \n (Loss) / earnings per share (p) \n \n \n (121.8) \n \n \n (49.4) \n \n \n -147% \n \n \n 1.6 \n \n \n (8.9) \n \n \n NMF* \n \n \n \n \n *Non-meaningful figure \n \n Financial highlights: \n ·      Second consecutive year of profitable growth on an adjusted basis:  \n ·    Group Revenue up 2% driven by online gaming performance, following five consecutive quarters of growth prior to Q4 2025, which was the strongest quarter of the year but lapped operator friendly sports results in Q4 2024 \n ·    UK&I Online revenue down 3% with growth in gaming driven by William Hill, offset by a reduction in 888, as anticipated, due to strategic focus on profitability with contribution up double digit. Sports declines partly driven by prior year operator friendly sports results, and increased black market penetration, particularly in horse racing \n ·    International Online revenue increased 9% with 17% growth across international Core Markets, driven by market share gains and record revenues in Italy and Denmark, coupled with the Winner acquisition in Romania, slightly offset by US B2C exit during the prior year and focus on profitability in rest of world markets \n ·    UK Retail revenue down 1% driven by sports, while gaming was up 5% with market share gains following the successful rollout of new gaming machines across the estate, which completed in March 2025 \n ·     Our focus on profitability delivered an Adjusted EBITDA increase of 14% to £356.2m, with Adjusted EBITDA Margin expanding by 220 basis points to 20.0%, with more efficient promotional and marketing spend driving higher margins, together with ongoing cost efficiency and disciplined investment to drive operating leverage \n ·      On a reported basis, EBITDA was up 43% reflecting the Adjusted EBITDA drivers outlined above, together with lower exceptional costs, primarily related to the exit of US B2C in the prior year \n ·      £440.3m of non-cash impairment charges in UK Online and Retail, reflecting the change in external market environment following the significant increase in UK online duties announced in November, alongside challenging high street trading conditions. Together with other exceptional items, this resulted in the Group reporting a loss after tax of £549.1m \n ·      Cash (excluding customer balances) at 31 December 2025 of £128.4m, with ample total liquidity of over £200m including undrawn RCF of £81m. Significant progress in deleveraging, with a 0.5x reduction to 5.2x at Dec-25, albeit the UK duty increases will keep leverage elevated for longer than previously anticipated \n Strategic progress: \n ·      Further progress delivered against growth strategy and value creation plan driving profitable growth and improved operating efficiency including further refining the operating model \n ·     Continued investment in data, automation and AI capabilities to support long-term efficiency and growth \n ·     Decisive action taken to reset the strategic focus areas in response to the significant headwind from UK duty changes, announced in November 2025, ensuring the Group remains on track to deliver at least 50% mitigation within the first full year post implementation, focusing on cash generation, cost discipline, and navigating a more challenging external environment \n ·     Completed review of retail estate considering high street trading conditions and UK duty changes, resulting in decision to close c.270 shops that are no longer sustainable, which will deliver significantly improved Retail profitability and enhance long-term sustainability \n ·      Continued progress against delivering leading distinct brands and product, with a focus on clear customer value propositions, including launching a new visual identity for William Hill. New product launches such as redesigned William Hill apps, including Final One Standing launched as a highly engaging new free-to-play game. Within our International markets we continue to drive localisation through popular game integrations, payment method upgrades, and the migration of Mr Green to the in-house 888 platform across all markets \n Current trading and outlook: \n ·    A solid start to the year, with Q1 2026 revenue in line with management expectations, and growth of +2% on a like-for-like basis excluding retail closures (+1% reported) \n ·      UK Online performing well (+5%) and ahead of management expectations driven by strong gaming growth (+8%), particularly in William Hill. 888 continues to focus on improved profitability with UK&I online contribution expected to be up double-digit in Q1 \n ·      International down 2%, with continued strong growth in Italy and Denmark offset by declines in Spain, Romania, and rest of world, all primarily driven by competitive and market dynamics \n ·      Retail flat but seeing good growth on a like-for-like basis (+3%) and taking market share, driven by new gaming cabinets. Further shop closures to come in Q2 2026 \n ·      As a result of the ongoing strategic review the Board is not providing forward looking financial guidance \n Strategic review: \n ·     Following the UK Government's announcement in November 2025 of significant increases in gambling duties, the Board initiated a strategic review to assess a range of options to maximise shareholder value \n ·      On 20 April 2026, the Group confirmed that it is in discussions with Bally's Intralot S.A. regarding a possible offer for the entire issued and to be issued share capital of the Group at a price of 50pence per share \n ·      Discussions with Bally's Intralot S.A. remain ongoing, but there can be no certainty that a firm offer will be made nor as to the terms on which any such offer might be made. A further announcement will be made when appropriate \n Per Widerström, CEO of evoke, commented: \n \"Throughout 2025 we delivered consistent operational progress resulting in a more efficient, focused and disciplined business delivering improved marketing returns, stronger cost control, enhanced operating leverage, and a step-change in underlying profitability. \n However, the significant UK duty increases announced in November represented a fundamental shift in the economics of our largest market and will have a substantial impact across the regulated industry. We have acted decisively to mitigate the impact of these changes and protect long-term shareholder value, including initiating a strategic review and implementing significant operational actions across the business. \n In Q1 2026 we have traded in line with our expectations. While the trading environment is challenging, we remain firmly focused on delivering profitable growth, cash generation and strengthening the balance sheet.\" \n   \n \n Analyst and investor presentation \n A presentation for analysts and investors will be held remotely at 09:00 (BST) today, hosted by Per Widerström (Chief Executive Officer) and Sean Wilkins (Chief Financial Officer). \n A live webcast of the presentation including Q&A will be available via the website: https://www.evokeplc.com/ or on https://brrmedia.news/EVOK_FY25 . This will be available for playback after the event. \n \n Notes \n 1 Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortisation, and excluding share benefit charges, foreign exchange, fair value gains and any exceptional items which are typically non-recurring in nature. Adjusted measures, including Adjusted EBITDA, are alternative performance measures (\"APMs\"). These APMs should be considered in addition to, and are not intended to be a substitute for, IFRS measurements. As they are not defined by International Financial Reporting Standards, they may not be directly comparable with other companies' APMs. The Directors believe these APMs provide additional useful information for understanding performance of the Group. They are used to enhance the comparability of information between reporting periods and are used by management for performance analysis and planning. An explanation of our adjusted results, including a reconciliation to the statutory results is provided in Appendix 1 to the financial statements \n 2 2024 has been restated to reflect prior year adjustments. See note 1 to the financial statements for further information as well as Appendix 1 to the financial statements for information on the impact to prior year APMs \n Enquiries and further information: \n \n \n \n \n evoke Plc \n \n \n +44(0) 800 029 3050 \n \n \n \n \n Per Widerström, CEO \n Sean Wilkins, CFO \n \n \n \n \n \n \n \n   \n Investor Relations \n James Finney, Director of IR \n   \n Media \n \n \n   \n [email protected] \n   \n   \n [email protected] \n \n \n \n \n Hudson Sandler \n Alex Brennan / Hattie Dreyfus / Andy Richards \n \n \n +44(0) 207 796 4133 \n \n \n \n \n   \n About evoke Plc: \n evoke plc (and together with its subsidiaries, \"evoke\" or the \"Group\") is one of the world's leading betting and gaming companies. The Group owns and operates internationally renowned brands including William Hill, 888, and Mr Green. Incorporated in Gibraltar, and headquartered and listed in London, the Group operates from offices around the world. \n The Group's vision is to make life more interesting and its mission is to delight players with world-class betting and gaming experiences. Find out more at: https://www.evokeplc.com \n Important Notices \n This announcement may contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of evoke. These statements, which contain the words \"anticipate\", \"believe\", \"intend\", \"estimate\", \"expect\", \"may\", \"will\", \"seek\", \"continue\", \"aim\", \"target\", \"projected\", \"plan\", \"goal\", \"achieve\", words of similar meaning or other forward looking statements, reflect evoke's beliefs and expectations and are based on numerous assumptions regarding evoke's present and future business strategies and the environment evoke will operate in and are subject to risks and uncertainties that may cause actual results to differ materially. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of evoke to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond evoke's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as evoke's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which evoke operates or in economic or technological trends or conditions. Past performance of evoke cannot be relied on as a guide to future performance. As a result, you are cautioned not to place undue reliance on such forward-looking statements. The list above is not exhaustive and there are other factors that may cause evoke's actual results to differ materially from the forward-looking statements contained in this announcement. Forward-looking statements speak only as of their date and evoke, its respective parent and subsidiary undertakings, the subsidiary undertakings of such parent undertakings, and any of such person's respective directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where it would be required to do so under applicable law. No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that the financial performance of evoke for the current or future financial years would necessarily match or exceed the historical published for evoke.  \n \n Chief Executive officer's review   \n   \n 2025 was a year of strategic and operational progress, materially improved profitability (on an adjusted basis), and decisive action planning in response to significant external change. While revenue growth of 2% for the year was slightly below our original medium-term ambition, the business delivered a clear step change in Adjusted EBITDA Margin. Notwithstanding the UK duty changes and resulting strategic review described below, we entered 2026 with strengthened operational momentum, which will be required to navigate the more challenging external environment the Group will need to operate in. \n UK market taxation changes \n On 26 November 2025, the UK Government announced in its Autumn Budget that Remote Gaming Duty would increase from 21% to 40% from 1 April 2026. In addition, a new online sports betting duty of 25% will apply from 1 April 2027 to sports betting excluding horse racing, replacing the existing 15% General Betting Duty. \n The UK is the Group's largest market, and during 2025 and in previous years evoke paid substantial taxes and duties to the UK Exchequer. In the Board's assessment, the scale of the proposed increase represents a material shift in the economics of the regulated UK betting and gaming sector and will force significant changes across the industry. \n Evidence from regulated European markets - such as the Netherlands - demonstrates that sharp tax increases accelerate consumer migration to the illegal black market. The UK taxation changes will drive more consumers towards illegal and untaxed operators that provide none of the customer protections of the regulated sector. We will continue to engage constructively with policymakers and regulators, but we strongly believe there must now be far greater urgency from the UK Government and the industry regulator in addressing the growth of the black market. \n As announced at the time of the budget, we outlined the changes would increase Group duty costs by approximately £125m-135m on an annualised basis once fully implemented and prior to any mitigations, with around £80m impacting FY26. This initial estimate was based on 2025 gross gaming revenue expectations. Our current expectations are that the impact will be slightly lower than this, primarily reflecting our expectation that UK revenue declines from 2025 levels as a result of black market growth. We still expect to mitigate approximately 50% of this impact from the first full year of implementation through supplier savings, operating cost efficiencies, selective reductions in marketing expenditure, retail store closures, and adjustments to customer propositions such as reduced bonusing. \n We acted quickly and decisively with our commercial teams in Gibraltar who manage the UK and International online businesses. During the final months of 2025 we began implementing mitigation plans, including organisational changes and the closure of retail locations that are no longer economically sustainable. These decisions are never taken lightly but are necessary to protect long-term shareholder value. \n Strategic review \n Following the Budget announcement, on 10 December 2025 the Board confirmed it had initiated a review of the Company's strategic options (the \"Strategic Review\"). This includes consideration of a range of potential alternatives to maximise shareholder value, including, but not limited to, a potential sale of the Group or certain assets. \n In addition to the structural changes in the UK market, the Board has also considered the Group's existing capital structure, including its leverage position and upcoming refinancing requirements, most notably the July 2028 debt maturity. In this context, the Board believes it is prudent to assess the full range of strategic options available to the Company to ensure an optimal capital structure and long-term financial flexibility. \n While no conclusions have been reached and there can be no certainty as to the outcome of the Strategic Review, the Board considers this process to be an important component of its broader assessment of the Group's long-term viability and financial resilience. As part of this assessment, the Directors identified two material uncertainties, one in respect of the Group's ability to refinance its July 2028 debt before January 2028, and one in respect of the ongoing strategic review, both as discussed further in the going concern note to the financial statements. \n On 20 April 2026, in response to media speculation the Group announced that in connection with the ongoing Strategic Review, it was in discussions with Bally's Intralot S.A. regarding a possible offer for the entire issued and to be issued share capital of the Group at a price of 50 pence per share. At the date of this report discussions remain ongoing. \n Operationally, our priorities remain unchanged: disciplined execution to drive profitable growth, continued margin expansion, and careful capital allocation. The improving profitability and strengthened operating model delivered in 2025 reinforce the inherent strategic value of the business as the Strategic Review process progresses. \n Operational progress \n 2025 represents the second full year of executing our Value Creation Plan and the continued reset of evoke. When I joined, it was clear that the Group possessed strong brands, technology foundations and market positions, but performance had not consistently reflected that potential. Over the past two years we have reshaped the operating model, simplified structures, strengthened accountability and embedded a sharper focus on customer value and returns on investment. \n The progress delivered in 2025 demonstrates that this reset is working. The business today is structurally more efficient, more focused and better positioned to respond to external change than it was at the beginning of this transformation. However, the scale of the UK duty changes announced in November 2025 are such that we have had to reassess how we approach the transformation. This has involved having to take further difficult decisions to protect the future of the business, including closing unprofitable retail stores, and right-sizing our cost base. We are making these changes in parallel to the strategic review being undertaken by the Board, to ensure we are well placed for the future in any scenario.     \n Financial performance \n Group revenue for FY25 was £1,782m, representing growth of 2% year-on-year. Adjusted EBITDA of £356m represented an increase of approximately 14% year-on-year, delivering an Adjusted EBITDA margin of around 20%. On a reported basis the loss after tax was £549m, driven primarily by exceptional items including £440m of impairment related to Retail and to UK Online, both as described in the CFO report later. \n The improvement on an adjusted basis reflects the disciplined execution of our Value Creation Plan. We have optimised marketing efficiency, strengthened bonus management, increased the use of our proprietary technology platforms and simplified the operating model. Contribution growth continued to outpace revenue in our core markets during the year, underlining our focus on sustainable, profitable growth. \n The fourth quarter was the strongest revenue quarter of the year, demonstrating encouraging underlying momentum despite tougher prior-year comparatives in sports. \n Delivering our Value Creation Plan \n Our strategy remains anchored in three clear principles: \n ·      Drive profitable and sustainable revenue growth \n ·      Improve profitability and efficiency through operating leverage \n ·      Deleverage through disciplined capital allocation \n During 2025 we made tangible progress against each of these objectives: Revenue growth was delivered for five consecutive quarters through to Q3 2025, with Q4 2025 strong but set against tough comparatives; profitability improved materially on an adjusted basis; and leverage reduced significantly from 5.7x to 5.2x. \n Crucially, this progress was achieved while continuing to invest in the long-term capabilities that underpin sustainable growth - including data, intelligent automation, customer lifecycle management and platform integration. The combination of near-term performance improvement and structural capability build remains central to how we create value. \n Strengthened and more diversified core \n The profile of evoke has evolved materially since launching the Value Creation Plan at the beginning of 2024. We are now a more diversified and more resilient business. \n International markets delivered another year of strong and profitable growth, particularly across our core geographies of Italy, Spain, Denmark and Romania. Growth was broad-based and underpinned by both improved product capability and disciplined commercial execution. \n In Italy, 888casino continued to outperform local and omni-channel competitors, as we became the number three casino operator in the market, supported by strong brand positioning and localised product enhancements. \n In Denmark, the migration of Mr Green to our in-house platform in Q1 provided a foundation for accelerated performance during the year, with product upgrades and enhanced engagement features supporting record revenue levels in the second half. \n Importantly, international growth was delivered with strong margin progression. The division continued to benefit from operating leverage, platform synergies and improved bonus optimisation, further diversifying the Group's earnings profile and reducing reliance on the UK market. \n In Retail, the successful rollout of 5,000 new gaming machines completed in March 2025 and helped return the estate to gaming growth during the year. At the same time, the continued challenging high street conditions and inflationary cost pressures meant we undertook a detailed review of the estate to ensure the estate remains commercially sustainable. As a result of this review we closed 68 shops in Q4 2025 and in March 2026 announced the closure of a further c.200 shops due to happen in Q2 2026. We also recorded an impairment charge against Retail (discussed further in note 3 to the financial statements). \n In UK Online, revenue performance was mixed, but profitability improved significantly as we refined our marketing approach and prioritised customer value over volume. William Hill delivered encouraging product-led momentum, supported by improvements in user experience and engagement features, while 888 UK remained in transition as we focused on strengthening marketing returns. As a result of the upcoming change in UK duty rates we also recorded an impairment charge against UK Online (discussed further in note 3 to the financial statements). \n Underpinning the improvement in underlying profitability has been a step-change in our core capabilities. During 2025 we continued to strengthen our data, customer lifecycle management and intelligent automation platforms, enabling more precise customer segmentation and materially improved marketing return on investment. Enhanced real-time analytics and automation across areas such as player safety, fraud detection, withdrawals and customer servicing have reduced friction for customers while improving operational efficiency. There is still a long way to go to reach our full potential, but these capability improvements are structural and will continue to compound over time, supporting both margin expansion and more sustainable revenue growth across the Group. \n AI & Intelligent Automation: Building an AI-First evoke \n Artificial Intelligence and Intelligent Automation are central to evoke's ambition to operate as an AI-First organisation. During 2025, we accelerated the deployment of AI-enabled capabilities across core business processes as part of our Operations 2.0 strategic initiative. \n Over 60 AI and automation solutions were deployed into production during the year, primarily across Customer Operations, Risk and Trading. Over the last 12 months, AI and Intelligent Automation solutions executed more than 4.4 million operational tasks and process steps across the group, demonstrating the scale at which automation is now embedded within our operations. These solutions streamline high-volume workflows, reduce manual intervention, improve accuracy and enhance operational control. In Customer Operations, automation has supported faster processing times, improved service consistency and strengthened player safety controls. \n AI has also enhanced data-driven decision-making and personalisation across customer journeys. Improved segmentation and optimisation tools have enabled more relevant customer interactions, stronger marketing return on investment and enhanced oversight of safer gambling interventions. We recognise we are at the early stages of our journey and we see significant further potential ahead. \n To ensure AI is deployed responsibly and at scale, we strengthened governance and oversight during the year. A dedicated AI Committee and a newly established AI Centre of Excellence provide structured risk assessment, lifecycle management and cross-functional coordination, ensuring that innovation remains aligned with regulatory expectations and our risk appetite. \n In 2026, we will expand Operations 2.0 into a broader AI-First initiative. In addition to the execution of our AI Strategy we will prioritize the transformation of all our workflows into agentic workflows, democratize AI across the whole of evoke to upskill employees in safe usage and to create an AI First culture, and responsibly deploy next-generation AI capabilities under robust governance frameworks. \n Our ambition is clear: to leverage AI responsibly to drive structural efficiency, enhance customer experience, keep players safe, and create sustainable competitive advantage. \n Deleveraging and disciplined capital allocation \n The improvement in underlying profitability during 2025 together with disciplined capital allocation supported further significant progress in deleveraging. \n During the year we also successfully refinanced the 2027 senior secured notes with new Euro denominated senior secured notes due 2031, extending duration and improving flexibility. Reducing leverage over time remains a core priority, notwithstanding the significant impact from UK duty changes. \n Alongside this, we continued to pursue capital-light growth opportunities, including expanding brand licensing arrangements with a launch in the Netherlands. This disciplined approach ensures that capital is allocated where it can generate the highest returns while preserving financial strength in a more uncertain regulatory environment. \n Our people \n The progress delivered during 2025 reflects the resilience, adaptability and professionalism of our colleagues across the Group. Over the past two years, our teams have navigated transformation, platform migrations, cost optimisation and now a major regulatory shift. Their commitment and determination will again be critical as we execute the next phase of our strategy. \n On behalf of the Board and leadership team, I would like to thank all colleagues for their hard work and dedication during a period of sustained change. \n Focus for 2026 \n Looking ahead, our operational focus is clear: \n ·      Protect cash and strengthen balance sheet resilience  \n ·      Execute UK mitigation plans with discipline  \n ·      Accelerate profitable growth in targeted international markets  \n ·      Continue embedding AI-led automation and data-driven decision-making  \n ·      Maintain a lean, agile operating structure  \n The strategic initiatives that underpin our plan are evolving in response to the new UK duty framework, but our core principles remain unchanged: sustainable revenue growth, operating leverage, and disciplined capital allocation. \n While the scale of the UK duty increase represents a fundamental shift for our industry, evoke is responding decisively. With a strengthened earnings base, disciplined leadership and clear strategic focus, we remain committed to delivering sustainable value creation for shareholders. \n   \n   \n CHIEF FINANCIAL OFFICER'S REPORT - BUSINESS & FINANCIAL REVIEW   \n INTRODUCTION \n I am pleased to report a resilient set of results for the full year, reflecting continued progress against our strategic and financial priorities. During 2025, the Group delivered improved profitability on an adjusted basis, strengthened its operating model and made further progress on deleveraging, despite revenue coming in below our initial expectations. However, the UK duty changes announced in November 2025 were incredibly disappointing, and have led to the need to take significant steps to mitigate the potential impact. This has included the Board initiating the Strategic Review outlined in the CEO review above. The announced duty changes were also a key driver of the reported financial results for the year with a significant impairment charge in UK Online as a result, coupled with impairment in Retail related to ongoing challenging high street conditions. \n Our 2025 performance reflects our continued focus on driving profitable growth, improving operational efficiency and maintaining disciplined capital allocation. Over the past 18-24 months, we have taken decisive actions to transform the business. While the underlying trajectory of the business is improving, the external environment, particularly in the UK, has become significantly more challenging, and as a result we have taken disciplined and decisive actions to ensure the Group's resilience. \n For the full year, Group revenue was £1,781.9m, representing growth of 2% year-on-year, with year-over-year revenue growth delivered across the first three quarters of the year and a strong exit in Q4, which was the highest revenue quarter of the year. More importantly, we delivered a step change in underlying profitability, reflected in Adjusted EBITDA growth of 14% to £356.2m, and Adjusted EBITDA Margin expansion of 2.2 percentage points to 20%. \n On a reported basis the loss after tax was £549.1m (FY24: £220.9m), primarily as a result of impairment charges in Retail and UK Online, both as described later. While non-cash impairment charges do not impact the Group's underlying results, it is a clear indication of the structural change in the UK market and the need to adapt the business accordingly. \n The improvement in underlying profitability reflects both the benefits of structural changes made across the business and continued cost discipline. These include better bonus optimisation, more efficient marketing spend, increased utilisation of proprietary platforms and trading capabilities, and the simplification of the operating model. These are not short-term cost actions but structural improvements that are enhancing our margin profile and enabling us to deliver operating leverage over time. \n Our marketing approach has continued to evolve positively. During the year, we maintained a disciplined and data-driven approach to customer acquisition and retention, focusing on customer value over volume and improved returns on investment. This has supported both profitability and cash generation, with marketing spend deployed more effectively across channels and geographies. \n We have also maintained tight control of the cost base. Total operating costs (excluding exceptional items) were broadly stable year-on-year despite inflationary pressures, including increases in National Insurance and the National Living Wage. This reflects the continued execution of our cost optimisation programmes and a growing contribution from automation and process efficiencies across the business. \n A key priority for the Group remains deleveraging. During 2025 we made further progress, supported by improved Adjusted EBITDA and disciplined capital allocation, with leverage reducing to approximately 5.2x at year end (FY24: 5.7x). Reducing leverage over time continues to be a central focus of the Group. However, following the changes to UK duties announced in November 2025, the previously stated medium-term target of below 3.5x leverage by 2027 was withdrawn as it was no longer considered achievable under the revised outlook. \n In September 2025, we also strengthened the Group's financing position through a comprehensive refinancing, successfully issuing €600m of 8.0% senior secured notes due 2031, alongside the establishment of a new £200m revolving credit facility. The proceeds were used to redeem the Group's €582m senior secured notes due 2027 and refinance drawings under the prior revolving credit facility, successfully extending the Group's debt maturity profile, with no significant maturities now falling due before January 2028. \n At year end, the Group had cash balances (excluding customer deposits) of £128.4m and access to total liquidity of just over £200m, including £81m of undrawn capacity under the revolving credit facility. This provides a robust liquidity position and supports the Group's ability to operate through a range of potential downside scenarios, albeit in assessing going concern and viability the Directors have identified two material uncertainties, one in respect of the Group's ability to refinance its July 2028 debt before January 2028, and one in respect of the ongoing strategic review, both as discussed further in the going concern note to the financial statements. \n Looking ahead, our focus remains on maintaining financial discipline, protecting cash generation and continuing to strengthen the balance sheet. Our mitigation plans with respect to the UK duty changes are well advanced, with effective execution of near-term actions already taken. We expect to be able to mitigate 50% of the impact within the first full year of the increased duties. \n There remain areas for improvement, particularly within certain parts of the sports offering, and the external environment requires a cautious and disciplined approach. However, the structural progress delivered across the business provides a solid foundation from which to navigate the current environment. \n Overall, the progress made during 2025 demonstrates that our strategy is delivering tangible financial benefits. With continued focus on execution, cost discipline and capital allocation, we remain confident in the Group's ability to navigate the current environment and deliver long-term value for shareholders. \n   \n SUMMARY \n 2025 Group revenue of £1,781.9m increased by 2% year-on-year, driven by strong International performance (+9%), partially offset by declines in UK&I Online (-3%) and UK Retail (-1%). \n The rollout of 5,000 new gaming cabinets supported retail gaming growth of 5%, offset by a 5% decline in retail sports revenue driven by reduced staking as well as more operator friendly results in the prior year, particularly Q4 2024. \n UK&I Online revenue declined 3%, driven by a 12.0% reduction in betting revenue primarily reflecting lower staking as well as more operator friendly results in the prior year. The reduction in staking partly reflects our focus on customer value over volume, and partly reflects ongoing market dynamics with increased black market penetration, particularly in horse racing. Gaming revenue increased by 2% driven by William Hill Vegas and supported by improved products, offset by 888casino declining as we reduce marketing to focus on improved returns and profitability. \n International revenue increased 9%, with Core Markets growing 19%. Italy and Denmark both grew double digits and hit all time highs for revenue during the year, led by product improvements and effective localisation. In Spain we lost market share as a result of our sports offering becoming uncompetitive and our lower level of marketing and promotional spend vs competition until we see improved returns. In Romania the Group saw very strong growth reflecting both inorganic growth following the Winner acquisition, as well as strong growth in 888 due to product improvements. \n Further segmental details and trends are discussed within the segmental section later in this statement. \n Adjusted EBITDA for the year was £356.2m, an increase of £43.7m (+14%) year-over-year, driven by the increase in revenue together with a focus on cost control and an increasingly efficient operating model. Adjusted EBITDA margin improved to 20.0% (2024: 17.8%). \n Reported EBITDA increased by £89.9m to £301.3m, driven by the Adjusted EBITDA growth noted above, together with a decrease in exceptional costs of £46.2m, principally related a decrease in corporate transaction related costs. \n The reported loss after tax of £549.1m reflects the reported EBITDA as described above, together with impairment charges to UK Online and Retail (£440.3m), purchase price amortisation (£86.1m), and finance costs related to the largely debt-funded acquisition of William Hill. \n   \n   \n Reconciliation of adjusted results to reported results \n \n \n \n \n \n \n \n Adjusted results \n \n \n   \n \n \n Exceptional items and adjustments***** \n \n \n   \n \n \n Statutory results \n \n \n \n \n   \n \n \n 2025 £'m \n \n \n 2024 £'m \n \n \n   \n \n \n 2025 £'m \n \n \n 2024 £'m \n \n \n   \n \n \n 2025 £'m \n \n \n 2024 £'m \n \n \n \n \n Revenue \n \n \n 1,781.9 \n \n \n 1,754.5 \n \n \n \n \n \n 0.0 \n \n \n 0.0 \n \n \n \n \n \n 1,781.9 \n \n \n 1,754.5 \n \n \n \n \n Cost of sales \n \n \n (604.8) \n \n \n (610.5) \n \n \n \n \n \n 3.9 \n \n \n 6.6 \n \n \n \n \n \n (600.9) \n \n \n (603.9) \n \n \n \n \n Gross profit \n \n \n 1,177.1 \n \n \n 1,144.0 \n \n \n   \n \n \n 3.9 \n \n \n 6.6 \n \n \n   \n \n \n 1,181.0 \n \n \n 1,150.6 \n \n \n \n \n Marketing expenses \n \n \n (264.8) \n \n \n (268.1) \n \n \n \n \n \n 0.0 \n \n \n 0.0 \n \n \n \n \n \n (264.8) \n \n \n (268.1) \n \n \n \n \n Operating expenses** \n \n \n (556.9) \n \n \n (562.4) \n \n \n \n \n \n (58.8) \n \n \n (107.7) \n \n \n \n \n \n (615.7) \n \n \n (670.1) \n \n \n \n \n Share of post-tax profit of equity accounted associate \n \n \n 0.8 \n \n \n (1.0) \n \n \n \n \n \n 0.0 \n \n \n 0.0 \n \n \n \n \n \n 0.8 \n \n \n (1.0) \n \n \n \n \n EBITDA* \n \n \n 356.2 \n \n \n 312.5 \n \n \n   \n \n \n (54.9) \n \n \n (101.1) \n \n \n   \n \n \n 301.3 \n \n \n 211.4 \n \n \n \n \n Impairment*** \n \n \n (0.0) \n \n \n 0.0 \n \n \n \n \n \n (440.3) \n \n \n 0.0 \n \n \n \n \n \n (440.3) \n \n \n 0.0 \n \n \n \n \n Depreciation and amortisation**** \n \n \n (115.9) \n \n \n (121.3) \n \n \n \n \n \n (86.1) \n \n \n (108.6) \n \n \n \n \n \n (202.0) \n \n \n (229.9) \n \n \n \n \n (Loss)/profit before interest and tax \n \n \n 240.3 \n \n \n 191.2 \n \n \n   \n \n \n (581.3) \n \n \n (209.7) \n \n \n   \n \n \n (341.0) \n \n \n (18.5) \n \n \n \n \n Finance income and expenses \n \n \n (184.0) \n \n \n (178.6) \n \n \n \n \n \n (54.6) \n \n \n 10.0 \n \n \n \n \n \n (238.6) \n \n \n (168.6) \n \n \n \n \n (Loss)/profit before tax \n \n \n 56.3 \n \n \n 12.6 \n \n \n   \n \n \n (635.9) \n \n \n (199.7) \n \n \n   \n \n \n (579.6) \n \n \n (187.1) \n \n \n \n \n Taxation (charge)/credit \n \n \n (50.6) \n \n \n (51.8) \n \n \n \n \n \n 81.1 \n \n \n 18.0 \n \n \n \n \n \n 30.5 \n \n \n (33.8) \n \n \n \n \n (Loss)/profit after tax \n \n \n 5.7 \n \n \n (39.2) \n \n \n   \n \n \n (554.8) \n \n \n (181.7) \n \n \n   \n \n \n (549.1) \n \n \n (220.9) \n \n \n \n \n Attributable to: \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Equity holders of the parent \n \n \n 7.3 \n \n \n (40.2) \n \n \n \n \n \n (554.8) \n \n \n (181.7) \n \n \n   \n \n \n (547.5) \n \n \n (221.9) \n \n \n \n \n Non-controlling interests \n \n \n (1.6) \n \n \n 1.0 \n \n \n \n \n \n 0.0 \n \n \n 0.0 \n \n \n   \n \n \n (1.6) \n \n \n 1.0 \n \n \n \n \n Basic (Loss)/earnings per share (p) \n \n \n 1.6 \n \n \n (8.9) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n (121.8) \n \n \n (49.4) \n \n \n \n \n 1 2024 results have been restated - see note 1 to the financial statements for further information \n * EBITDA is defined as earnings before interest, tax, depreciation and amortisation. \n ** Statutory Operating expenses of £615.7m includes Operating expenses of £587.7m (being the Operating expenses of £789.7m less Depreciation and amortisation of £202.0m) and Exceptional items - operating expenses of £28.0m per the note 3 of the consolidated financial statements. \n *** Impairment charge of £440.3m includes £169.5m in respect of Retail and £270.8m in respect of UK&I Online. \n **** Statutory Depreciation and amortisation of £202.0m has been separated from Operating expenses of £789.7m per the consolidated Income Statement. \n ***** Foreign exchange adjustments of £3.9m gain within Cost of sales, £25.8m expense within Operating expenses and £24.8m gain within Finance income and expenses. \n Adjusted EBITDA is defined as operating profit or loss excluding share benefit charges, foreign exchange, depreciation and amortisation, fair value gains and any exceptional items which are typically non-recurring in nature. Further detail on exceptional items and adjusted measures is provided in note 3 to consolidated financial statements. \n In the reporting of financial information, the Directors use various APMs. These APMs should be considered in addition to, and are not intended to be a substitute for, IFRS measurements. As they are not defined by International Financial Reporting Standards, they may not be directly comparable with other companies' APMs. The Directors believe these APMs provide additional useful information for understanding performance of the Group. They are used to enhance the comparability of information between reporting periods and are used by management for performance analysis and planning. Further detail on APMs is included in Appendix 1 to the consolidated financial statements. \n \n CONSOLIDATED INCOME STATEMENT \n Revenue \n Revenue for the Group was £1,781.9m for 2025, an increase of 2% primarily reflecting gaming growth and positive international performance as described earlier . \n Cost of sales \n Cost of sales mainly comprise of gaming taxes and levies, royalties payable to third parties, chargebacks, payment service provider ('PSP') commissions and costs related to operational risk management and customer due diligence services. Cost of sales decreased to £600.9m from £603.9m. The decrease in cost of sales as a percentage of revenue from 34.4% to 33.7% primarily reflects the exit of US B2C as well as the migration of Mr Green onto the in-house platform thereby reducing royalties payable. \n Gross profit \n Gross profit increased by 3% from £1,150.6m to £1,181.0m and gross margin increased from 65.6% to 66.3%, reflecting the improved cost of sales ratio noted earlier. \n Marketing expenses \n Marketing is a significant investment for our Group to drive growth through investing in our leading brands, as well as customer acquisition and retention activities. Marketing decreased by 1% from £268.1m in 2024 to £264.8m. The decrease was driven by a refined marketing approach in UK&I Online to prioritise customer value over volume. This change significantly improved our marketing return on investment with a marketing to revenue ratio (marketing ratio) across the online divisions of 19.6% (2024: 20.8%). \n Operating expenses \n Operating expenses mainly comprise of employment costs, property costs, technology services and maintenance, and legal and professional fees. Operating expenses decreased to £615.7m from £670.1m in 2024. This decrease is predominantly due a decrease in corporate transaction related costs compared to 2024. \n EBITDA & Adjusted EBITDA \n Reported EBITDA increased to £301.3 m and included £54.9m of exceptional costs primarily relating to integration and transformation costs. On an adjusted basis, the increase was 14% to £356.2m from £312.5m, with an Adjusted EBITDA margin of 20.0% compared to 17.8% in 2024. This was driven by strong second half revenue performance and cost control as described already. \n Finance Income and Expenses \n Net finance expenses of £238.6m (2024: £168.6m) related predominantly to the interest on the debt of £181.4m (2024: £149.8m), which is net of foreign exchange. The finance expense resulting from leases was £6.4m (2024: £6.4m). The finance expense from hedging activities was £20.3m (2024: £10.8m) predominantly due to foreign exchange movements. \n Loss before tax \n The net loss before tax for 2025 was £579.6m (2024: £187.1m loss). On an adjusted basis, 2025 resulted in a profit before tax of £56.3m (2024: £12.6m profit). \n Taxation \n The Group recognised a tax credit of £30.5m on a loss before tax of £579.6m, giving an effective tax rate of -5.3% (2024: tax charge of £33.8m and an effective tax rate of -18.1%). The tax credit primarily arises from a reduction in deferred tax liabilities on acquired intangible assets, driven by impairments relating to the Retail CGU and a decrease in the applicable tax rate in Malta, following the formation of a fiscal unit for certain Maltese entities, which are now subject to a corporation tax rate of 5%. The Group also recorded a prior year restatement in respect of provisions for uncertain tax positions, as discussed further in note 1 to the financial statements. \n On an adjusted basis, the Group recognised a tax charge of £50.6m on a profit before tax of £56.3m (2024: tax charge of £51.8m). This higher rate reflects primarily the effect of the CIR rules and profits arising in other jurisdictions. \n Net loss and adjusted net profit \n The net loss for 2025 was £549.1m (2024: net loss of £220.9m). On an adjusted basis, profit increased by £44.9m from a loss of £39.2m in 2024 to a profit of £5.7m in 2025, reflecting the items already discussed. \n Earnings per share \n Basic loss per share increased to 121.8p (2024: loss of 49.4p) due to lower net profit, with minimal change in the number of shares in issue. \n On an adjusted basis, basic profit per share was 1.6p (2024: loss per share 8.9p). Further information on the reconciliation of earnings per share is given in note 10 to the consolidated financial statements. \n Dividends \n The Board of Directors is not recommending a dividend to be paid in respect of the year ended 31 December 2025 (2024: nil per share). The Board's decision has been to suspend payments of dividends until leverage is at or below 3x, as previously announced following the acquisition of William Hill. \n \n \n Income statement by Segment \n The below table shows the Group's performance by segment: \n \n \n \n \n \n \n \n Revenue \n \n \n Adjusted EBITDA \n \n \n \n \n \n \n \n FY 2025 \n \n \n FY 2024 \n \n \n Change from \n \n \n % of reported Revenue (2025) \n \n \n FY 2025 \n \n \n FY 2024 \n \n \n Change from \n \n \n % of Adjusted EBITDA (2025) \n \n \n \n \n £'m \n \n \n £'m \n \n \n previous year \n \n \n £'m \n \n \n £'m \n \n \n previous year \n \n \n \n \n UK Retail \n \n \n 501.0 \n \n \n 506.1 \n \n \n (1.0%) \n \n \n 28.1% \n \n \n 55.0 \n \n \n 66.4 \n \n \n (17.2%) \n \n \n 15.4% \n \n \n \n \n UK&I Online \n \n \n 674.0 \n \n \n 693.2 \n \n \n (2.8%) \n \n \n 37.8% \n \n \n 151.3 \n \n \n 142.7 \n \n \n 6.0% \n \n \n 42.5% \n \n \n \n \n Total UK&I \n \n \n 1,175.0 \n \n \n 1,199.3 \n \n \n (2.0%) \n \n \n 65.9% \n \n \n 206.3 \n \n \n 209.1 \n \n \n (1.4%) \n \n \n 57.9% \n \n \n \n \n International \n \n \n 606.9 \n \n \n 555.2 \n \n \n 9.3% \n \n \n 34.1% \n \n \n 175.4 \n \n \n 130.0 \n \n \n 34.9% \n \n \n 49.2% \n \n \n \n \n Corporate \n \n \n 0.0 \n \n \n 0.0 \n \n \n 0.0% \n \n \n 0.0% \n \n \n (25.5) \n \n \n (26.6) \n \n \n (4.1%) \n \n \n (7.2%) \n \n \n \n \n Total \n \n \n 1,781.9 \n \n \n 1,754.5 \n \n \n 1.6% \n \n \n 100.0% \n \n \n 356.2 \n \n \n 312.5 \n \n \n 14.0% \n \n \n 100.0% \n \n \n \n \n   \n UK & Ireland (UK&I) \n UK&I Online \n Revenue decreased by 3% to £674.0m compared to £693.2m in 2024, reflecting growth in gaming revenue of 2% driven by continued improvements in product and promotions which was offset by sports revenue decreasing by 12.0%. This was due to lower sports staking (-12% year-on-year) while sports net win margin remained consistent compared to the previous year (+0.0 ppts year-on-year), albeit with a structural increase in the margin due to customer and product mix changes, being offset by operator friendly results in the prior year. \n Adjusted EBITDA increased by £8.6m to £151.3m, primarily driven by a more targeted marketing approach and improved gross margin due to product mix and reduced bonusing. \n The segmental results do not include the significant impairment charge of £271m as noted separately. \n UK Retail \n UK Retail revenue decreased by 1% to £501.0m and Adjusted EBITDA decreased by 17% to £55.0m. Gaming performance improved (+5%) following the rollout of 5,000 new machines across the estate but Retail continues to face challenging conditions on the high street, including inflationary cost pressures. The Retail business has a high proportion of fixed costs, meaning the revenue reduction and cost pressure creates negative operating leverage. \n During Q4 2025 the Group closed 68 shops and in March 2026 announced the planned closure of a further c.200 shops following a detailed review of the estate to ensure commercial viability. \n The segmental results do not include the significant impairment charge of £169m as noted separately. \n International \n International revenue increased by 9% to £606.9m and adjusted EBITDA increased by £45.4m compared to the previous period to £175.4m. This is driven by strong growth in the core markets of Italy, Denmark, and Romania. This growth in the Core Markets was offset by reduced revenues from Spain as noted earlier, as well as the Optimise Markets as the focus switches to profitability and cash generation, including exiting the US B2C business. \n Corporate costs \n Corporate costs were £25.5m in 2025 compared to £26.6m in 2024, with the Group continuing to focus on cost efficiencies to offset inflationary cost pressures. \n   \n   \n EXCEPTIONAL ITEMS AND ADJUSTMENTS \n   \n \n \n \n \n Operating Exceptional items \n \n \n 2025 \n \n \n 2024 \n \n \n \n \n \n \n \n £'m \n \n \n £'m \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n Integration and transformation costs \n \n \n 38.0 \n \n \n 47.2 \n \n \n \n \n Corporate transaction related costs \n \n \n 1.7 \n \n \n 45.5 \n \n \n \n \n US exit income \n \n \n (7.4) \n \n \n 0.0 \n \n \n \n \n Impairment of Retail CGU \n \n \n 169.5 \n \n \n 0.0 \n \n \n \n \n Impairment of UK Online CGU \n \n \n 270.8 \n \n \n 0.0 \n \n \n \n \n Dormant customer accounts release \n \n \n (8.3) \n \n \n 0.0 \n \n \n \n \n Uncertain tax provisions - penalties \n \n \n 4.0 \n \n \n 5.8 \n \n \n \n \n Exceptional items - operating expenses \n \n \n 468.3 \n \n \n 98.5 \n \n \n \n \n Finance expenses \n \n \n   \n \n \n \n \n \n \n \n Interest expense on US exit provision \n \n \n 0.9 \n \n \n 0.5 \n \n \n \n \n Modification loss on refinancing of borrowings \n \n \n 15.3 \n \n \n 0.0 \n \n \n \n \n Total exceptional items before tax \n \n \n 484.5 \n \n \n 99.0 \n \n \n \n \n Tax on exceptional items \n \n \n (26.4) \n \n \n (9.8) \n \n \n \n \n Total exceptional items \n \n \n 458.1 \n \n \n 89.2 \n \n \n \n \n Adjustments: \n \n \n   \n \n \n   \n \n \n \n \n Fair value gain on financial assets \n \n \n 2.1 \n \n \n 0.0 \n \n \n \n \n Amortisation of finance fees \n \n \n 15.9 \n \n \n 16.5 \n \n \n \n \n Amortisation of acquired intangibles \n \n \n 86.1 \n \n \n 108.6 \n \n \n \n \n Foreign exchange gains \n \n \n (2.9) \n \n \n (27.0) \n \n \n \n \n Share benefit charge \n \n \n 2.9 \n \n \n 2.7 \n \n \n \n \n Loss attributable to non-controlling interests \n \n \n 1.6 \n \n \n (1.0) \n \n \n \n \n Total adjustments before tax \n \n \n 105.7 \n \n \n 99.8 \n \n \n \n \n   Tax on adjustments \n \n \n (54.7) \n \n \n (8.2) \n \n \n \n \n Total adjustments \n \n \n 51.0 \n \n \n 91.6 \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Total exceptional items and adjustments \n \n \n 509.1 \n \n \n 180.8 \n \n \n \n \n   \n 1 2024 numbers have been restated - see note 1 to the financial statements for further information \n   \n Total exceptional items in the year amounted to £458.1m in 2025, up from £89.2m in 2024. \n Exceptional items are those items the Directors consider to be one-off or material in nature that should be brought to reader's attention in understanding the Group's financial performance. Refer to note 3 to the condensed financial statements for further detail. \n An impairment charge of £169.5m was recorded in respect of Retail as a result of continued challenging high street conditions and inflationary cost pressures reducing the previously expected improvement in profitability within this division. An impairment charge of £270.8m was recorded in respect of the UK Online CGU as a result of the forecast reduction in cash flows from this division following the change in UK gaming duty as discussed earlier. \n Integration and transformation costs include amounts relating to the post-merger integration of the William Hill business, following its acquisition by the Group in 2022. This programme has focused on the realisation of synergies, including platform integration, operating model simplification and cost efficiencies. The programme is now substantially complete save for elements of the platform integration that are now incorporated into an updated technology strategy that should be substantially complete by the end of 2026. \n In addition to these post-integration activities, more recent transformation costs reflect a series of discrete programmes initiated following the appointment of the current management team in late 2023 and early 2024. These programmes are focused on further simplifying the operating model, enhancing efficiency across the business and supply chain, and strengthening capabilities through increased use of AI, automation and data. \n While transformation activity has therefore occurred across multiple reporting periods, the costs recognised in each period relate to distinct programmes and phases of work, each of which is non-recurring in nature and undertaken to deliver structural improvements to the business. As such, they are considered exceptional to aid understanding of the Group's underlying performance. These initiatives have generated, and are expected to continue to generate, significant recurring cash cost savings, in addition to the benefits associated with the realisation of post-integration synergies. Costs related to these additional efficiency programmes were £15m in both 2024 and 2025. These additional efficiency programmes are expected to be substantially complete by the end of 2026. \n The Group has incurred a total of £38.0m of costs relating to the integration programme, including £4.7m of platform integration costs (2024: £17.6m), £4.1m of redundancy costs (2024: £15.7m), £0.4m of employee incentives as part of the integration of William Hill and 888 and retention bonuses for key employees (2024: £4.0m), £nil for relocation and HR related expenses (2024: £5.2m), £5.8m of legal and professional costs (2024: £2.5m), £3.5m for corporate rebranding (2024: £1.0m), £17.4m of technology integration costs (2024: £1.2m) and £2.1m of retail rationalisation costs in relation to shop closures (2024: £nil). \n The Group incurred £1.7m of corporate transaction costs in 2025 (2024: £45.5m), comprising £0.7m of employment-related expenses (2024: £4.6m) and £0.3m of other M&A-related fees (2024: £1.3m), with the remaining £0.7m relating to smaller M&A projects (2024: £1.4m). As part of finalising the purchase price allocation for the Winner.ro acquisition under IFRS 3 during 2025, the previously recognised £13.4m gain on bargain purchase was reversed. This reflected updated information about acquisition ‑ date fair values becoming available within the permitted measurement period. Following the revised valuation, no gain on bargain purchase or goodwill has been recognised. These adjustments have been reflected as part of the 2024 comparative restatement presented in Note 1. In addition, following the closure of the US B2C Business in 2024, the group incurred £1.6m of onerous contract costs, £38.1m of termination fees, £1m of acquisition costs, and £2.2m of prepayment write-offs partially offset by £4.7m of profit on sale of databases. No such items were incurred in 2025. \n Adjustments reflect items that are recurring, but which are excluded from internal measures of underlying performance to provide clear visibility of the underlying performance across the Group, principally due to their non-cash accounting nature. They are items that are therefore excluded from Adjusted EBITDA, Adjusted PAT and Adjusted EPS. \n The amortisation of the specific intangible assets recognised on acquisitions has been presented as an adjusted item, totalling £86.1m relating to the William Hill acquisition. This amortisation is a recurring item that will be recognised over its useful life. \n The other items that have been presented as adjusted items are, foreign exchange gains of £2.9m (£27.0m in 2024), amortisation of finance fees of £15.9m (£16.5m in 2024), and share based payment charge of £2.9m (£2.7m in 2024). \n   \n CONSOLIDATED STATEMENT OF FINANCIAL POSITION                \n Non-current assets decreased by £504.9m to £1,702.9m compared to £2,207.8m at 2024, predominantly due to impairment and amortisation of Goodwill and other intangible assets, which have decreased by £456.5m. Property, plant and equipment reduced from £78.9m in 2024 to £54.3m, largely due to impairment and depreciation in the year, and right-of-use assets decreased by £7.2m in the year to £77.3m, due to additions of £39.4m offset by the depreciation charge of £31.6m and impairment charge of £15.9m for the year. \n Current assets are £398.0m, a decrease of £34.5m compared to £432.5m at 2024. Within this, cash and cash equivalents decreased by £34.1m to £231.3m from £265.4m, which includes £102.9m of customer deposits compared to £118.3m at 2024. Excluding client funds, cash and cash equivalents decreased from £147.1m in 2024 to £128.4m in 2025. Income tax receivable reduced by £9.2m from £33.6m to £24.4m in 2025. There was a £10.0m balance for current derivative financial assets in 2025, an increase from the £nil balance in the prior year. \n Current liabilities increased by £12.3m from £695.2m at FY 2024 to £707.5m at 2025. Trade and other payables have increased by £5.0m to £401.9m due to accrual timing differences. Provisions decreased by £54.3m to £17.7m, as a result of the provision for historical gaming tax in Austria being reclassified to payables following the agreement of a payment plan. Current derivative financial liabilities also increased by £31.2m in the year to £62.5m at 2025. \n Non-current liabilities were £2,070.3m, a decrease of £22.1m from the balance of £2,092.4m at 2024. This is primarily due to the increase in borrowings of £56.2m following the drawdown of the Revolving Credit Facility as well as an increase in provisions of £5.9m. In addition, the non-current derivative financial instruments decreased by £15.8m. Lease liabilities have decreased by £3.3m in the year. Deferred tax liability also decreased by £65.0m from £145.2m in 2024 to £80.2m in 2025. Additionally, provisions for customer claims of £136.5m relating to William Hill and Mr Green brands are currently recognised as non-current liabilities, as compared with £129.5m which was held on the balance sheet in 2024. \n Net liabilities of £674.1m for 2025 was an increase of £526.3m compared to net liabilities of £147.8m at 2024. \n   \n   \n CASH FLOWS \n \n \n \n \n   \n \n \n 2025 \n \n \n 2024 \n \n \n \n \n £'m \n \n \n £'m \n \n \n \n \n Cash generated from operating activities before working capital \n \n \n 310.3 \n \n \n 206.7 \n \n \n \n \n Working capital movements \n \n \n (50.9) \n \n \n 19.8 \n \n \n \n \n Net cash (used in) / generated from operating activities \n \n \n 259.4 \n \n \n 226.5 \n \n \n \n \n Acquisitions \n \n \n (3.0) \n \n \n (4.1) \n \n \n \n \n Disposals \n \n \n 11.2 \n \n \n 4.7 \n \n \n \n \n Capital expenditure* \n \n \n (108.7) \n \n \n (93.4) \n \n \n \n \n Net movement in borrowings incl loan transaction fees \n \n \n 24.7 \n \n \n 96.3 \n \n \n \n \n Interest paid \n \n \n (168.7) \n \n \n (160.9) \n \n \n \n \n Lease payments \n \n \n (46.0) \n \n \n (36.2) \n \n \n \n \n Other movements in cash incl FX* \n \n \n (3.0) \n \n \n (23.7) \n \n \n \n \n Net cash inflow/(outflow) \n \n \n (34.1) \n \n \n 9.2 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Cash balance \n \n \n 231.3 \n \n \n 265.4 \n \n \n \n \n Gross Debt \n \n \n (1,896.4) \n \n \n (1,839.8) \n \n \n \n \n Net Debt \n \n \n (1,862.7) \n \n \n (1,787.7) \n \n \n \n \n * Italian gaming licenses of £12.2m is included within Capital expenditure within the financial statements but has been reclassified as Other movements in cash for presentational purposes here to better show underlying capital expenditure. \n Overall, the Group had a cash outflow of £34.1m in the year, compared to an inflow of £9.2m in 2024. This resulted in a cash balance of £231.3m as of 31 December 2025 (£265.4m at 31 December 2024), although this included customer deposits and other restricted cash of £102.9m, such that unrestricted cash available to the Group was £128.4m compared to £147.1m in 2024. \n Cash flow from operations was an inflow of £259.4m compared to £226.5m in 2024. This increase was due to increased Adjusted EBITDA offset by negative working capital movements from timing of accruals. \n Disposals of £11.2m in 2025 relate to the remaining proceeds on the sale of the US B2C business. \n Capital expenditure was £108.7m in 2025, an increase from £93.4m reflecting investment in product development to drive sustainable growth as well as investment in AI and automation capabilities. \n Included within net movement in borrowings is a further drawdown on the Revolving Credit Facility ('RCF') (£81m undrawn), as well as movements relating to the refinancing in September 2025. Furthermore, there was £46.0m of payments of lease liabilities, with the increase over the prior year driven by the new gaming machines in Retail. \n Net interest paid of £168.7m predominantly related to the external borrowings. \n Other movements included £2.6m outflow predominantly due to funding of 888AFRICA, as well as dividend income received from associates of £0.3m and net foreign exchange gains of £11.5m. \n \n NET DEBT \n \n \n \n \n \n \n \n 2025 \n \n \n 2024 \n \n \n \n \n \n \n \n £'m \n \n \n £'m \n \n \n \n \n Borrowing \n \n \n (1,799.8) \n \n \n (1,737.7) \n \n \n \n \n Loan Transaction Fees \n \n \n (41.4) \n \n \n (61.6) \n \n \n \n \n Derivatives \n \n \n (55.2) \n \n \n (40.5) \n \n \n \n \n Gross Borrowings \n \n \n (1,896.4) \n \n \n (1,839.8) \n \n \n \n \n Lease Liability \n \n \n (94.7) \n \n \n (95.0) \n \n \n \n \n Cash (Excl. Customer Balances) \n \n \n 128.4 \n \n \n 147.1 \n \n \n \n \n Net Debt \n \n \n (1,862.7) \n \n \n (1,787.7) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n LTM pro forma Adjusted EBITDA \n \n \n 356.2 \n \n \n 312.5 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Leverage \n \n \n 5.2x \n \n \n 5.7x \n \n \n \n \n   \n The gross borrowings balance as at 31 December 2025 was £1,896.4m. This balance is presented including derivatives (£55.2m) so as to more accurately reflect the underlying liability at maturity, taking account of the hedges the Group has in place to fix the currency and interest rates. \n In September 2025 the Group issued €600m of 8.0% senior secured notes due 2031, alongside the establishment of a new £200m revolving credit facility. The proceeds were used to redeem the Group's €582m senior secured notes due 2027 and refinance drawings under the prior revolving credit facility. \n At year end, the Group had cash balances of £128m and access to total liquidity of just over £200m, including £81m of undrawn capacity under the revolving credit facility. This provides a robust liquidity position and supports the Group's ability to operate through a range of potential downside scenarios, albeit the changes in UK duties have created two material uncertainties, one in respect of the Group's ability to refinance its July 2028 debt prior to January 2028, and one in respect of the ongoing strategic review, both as discussed further in the going concern note to the financial statements. \n The net debt balance at 31 December 2025 was £1,862.7m with a net debt to EBITDA ratio of 5.2x. This compares to £1,787.7m and 5.7x respectively as at 31 December 2024. The increase in net debt is due to negative cashflow given the high interest burden and exceptional costs in the year. \n   \n   \n   \n PRINCIPAL RISKS AND UNCERTAINTIES   \n   \n The principal risks and uncertainties that are considered to have a potentially material impact on the Group's future performance, sustainability and strategic objectives are set out below. This list is not exhaustive but encompasses management's assessment of those risks which require considered response at this time.   \n Strategic Execution Risks   \n The Group is undertaking strategic change against a backdrop of structural changes in the UK gambling tax environment, evolving regulation and ongoing transformation activity. There is a risk that the Group is unable to execute strategic change at the required pace or with sufficient coordination to protect long-term profitability, competitiveness and stakeholder confidence. \n Execution risk is heightened by concurrent transformation initiatives, cross-functional dependencies and the need to balance operating leverage, investment in technology and disciplined deleveraging. Failure to execute effectively could result in sustained margin compression, reduced market share, misalignment between cost base and revenue profile, and constrained capacity to invest for long-term growth.   \n ESG Risks   \n The Group faces ESG-related risks, including the potential for adverse impacts from climate-related factors, stakeholder expectations and governance requirements. ESG performance can affect brand, reputation, access to capital and the Group's ability to attract and retain colleagues. \n Climate-related risk is primarily driven by the Group's supply chain, where the majority of emissions arise through Scope 3. The risk includes incomplete or inconsistent supplier data, slower-than-expected progress against targets, and increasing reporting expectations.   \n Tax Risks   \n The Group operates in several jurisdictions, each with different and often complex tax rules. Group tax risks may arise as a result of a number of factors, including transfer pricing and intercompany management, tax authority audits and interpretation, compliance, corporate governance and business operational alignment, and changes in tax legislation. This includes corporate income tax, indirect tax, gaming tax, and other taxes. \n Such risks may lead to consequences such as reduced EBITDA (in relation to indirect taxes and gaming taxes), a higher effective tax rate (in relation to corporate income taxes), increased cash tax outflows, material uncertainty as to final outcomes, and higher compliance costs. \n Leverage Risks   \n The Group's leverage position and debt structure may constrain financial flexibility and resilience to external shocks. Earnings underperformance, adverse foreign exchange movements, increased funding costs or delayed delivery of planned efficiencies could increase refinancing or covenant risk and limit discretionary investment. The change in the external operating environment as a result of UK duty changes could impact the Group's liquidity as well as its ability to refinance the debt as it falls due, as further described in the going concern and viability statement.   \n People Risks   \n The Group's ability to deliver its strategic objectives depends on attracting, retaining and engaging colleagues with the appropriate skills and experience. In a period of organisational change, reprioritisation and delivery focus, there is a risk that reduced engagement, transformation fatigue or misaligned behaviours impact performance, decision-making quality and control effectiveness. \n Sustained change can place pressure on teams and leaders, potentially affecting collaboration, challenge, risk awareness and the consistency of execution. Failure to maintain a strong and aligned culture may increase operational risk, weaken governance discipline and reduce the effectiveness of strategic delivery. \n Third-Party Risks   \n The Group relies on third parties to support delivery of critical services, including technology, payments, products, marketing and operational capabilities. There is a risk that supplier disruption, insolvency, performance failure, cyber incidents or non-compliance results in operational outages, regulatory exposure, financial loss or reputational damage. \n Third-party risk is heightened where services are concentrated, where dependencies are complex, or where suppliers operate within regulated or data-sensitive environments. \n Cyber and Information Security Risks   \n The Group faces cyber and information security risk from external attack, internal misuse, technology vulnerabilities and third-party exposure. Cyber incidents could compromise the confidentiality, integrity or availability of systems and data, leading to regulatory sanctions, operational disruption, financial loss and reputational harm. \n The threat landscape continues to evolve, including increased sophistication of attacks and continued targeting of online consumer-facing services. \n Product & Technology Risks   \n The Group's strategy relies on effective technology delivery and platform performance. Integration of legacy systems, modernisation initiatives, scalability constraints and AI/model governance challenges could result in operational incidents, customer disruption or delays to compliance-critical delivery. \n Transformation activity can increase operational complexity, with interdependencies across systems, data and third parties. Failure to deliver change safely and reliably could affect customer experience, revenue and regulatory outcomes.   \n Regulatory and Compliance Risks   \n Compliance with regulatory obligations is critical to maintaining the Group's licences and protecting customers. The Group operates across multiple regulated jurisdictions, with evolving requirements and heightened scrutiny, particularly in relation to safer gambling, marketing, data protection and reporting. Non-compliance could result in financial penalties, licence conditions, operational restrictions or reputational damage. \n Anti-Money Laundering Risks    \n The Group is exposed to AML and counter-terrorist financing risk due to the inherent attractiveness of online gambling platforms to financial crime. While the Group maintains a mature AML framework, criminal typologies continue to evolve and regulatory expectations remain high. Failures in customer due diligence, monitoring or reporting could lead to enforcement action, financial penalties or reputational damage. \n \n   \n Consolidated Income Statement \n For the year ended 31 December 2025 \n   \n \n \n \n \n \n \n \n Note \n \n \n 2025 \n £m \n   \n \n \n 2024 \n £m \n (restated) \n \n \n \n \n Revenue \n \n \n 2 \n \n \n 1,781.9 \n \n \n 1,754.5 \n \n \n \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Gaming duties \n \n \n \n \n \n (427.0) \n \n \n (400.5) \n \n \n \n \n Other cost of sales \n \n \n \n \n \n (173.9) \n \n \n (203.4) \n \n \n \n \n Cost of sales \n \n \n \n \n \n (600.9) \n \n \n (603.9) \n \n \n \n \n Gross profit \n \n \n \n \n \n 1,181.0 \n \n \n 1,150.6 \n \n \n \n \n Marketing expenses \n \n \n \n \n \n (264.8) \n \n \n (268.1) \n \n \n \n \n Operating expenses \n \n \n \n \n \n (789.7) \n \n \n (801.5) \n \n \n \n \n Share of post-tax profit/(loss) of equity accounted associate \n \n \n 4,14 \n \n \n 0.8 \n \n \n (1.0) \n \n \n \n \n Exceptional items - impairment \n \n \n 3 \n \n \n (440.3) \n \n \n - \n \n \n \n \n Exceptional items - operating expenses \n \n \n 3 \n \n \n (28.0) \n \n \n (98.5) \n \n \n \n \n Operating loss \n \n \n 5 \n \n \n (341.0) \n \n \n (18.5) \n \n \n \n \n   \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Adjusted EBITDA 1 \n \n \n \n \n \n 356.2 \n \n \n 312.5 \n \n \n \n \n Exceptional items - impairment \n \n \n 3 \n \n \n (440.3) \n \n \n - \n \n \n \n \n Exceptional items - operating expenses \n \n \n 3 \n \n \n (28.0) \n \n \n (98.5) \n \n \n \n \n Fair value losses on financial assets \n \n \n 24 \n \n \n (2.1) \n \n \n - \n \n \n \n \n Foreign exchange (loss)/gain \n \n \n \n \n \n (21.9) \n \n \n 0.1 \n \n \n \n \n Share benefit charge \n \n \n 27 \n \n \n (2.9) \n \n \n (2.7) \n \n \n \n \n Depreciation and amortisation \n \n \n 12,13 \n \n \n (202.0) \n \n \n (229.9) \n \n \n \n \n Operating loss \n \n \n 5 \n \n \n (341.0) \n \n \n (18.5) \n \n \n \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Finance income \n \n \n 7 \n \n \n 9.4 \n \n \n 34.1 \n \n \n \n \n Finance expenses \n \n \n 8 \n \n \n (248.0) \n \n \n (202.7) \n \n \n \n \n Loss before tax \n \n \n \n \n \n (579.6) \n \n \n (187.1) \n \n \n \n \n Taxation credit/(charge) \n \n \n 9 \n \n \n 30.5 \n \n \n (33.8) \n \n \n \n \n Loss after tax \n \n \n \n \n \n (549.1) \n \n \n (220.9) \n \n \n \n \n   \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Attributable to: \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Equity holders of the parent \n \n \n \n \n \n (547.5) \n \n \n (221.9) \n \n \n \n \n Non-controlling interests \n \n \n \n \n \n (1.6) \n \n \n 1.0 \n \n \n \n \n Loss for the period \n \n \n \n \n \n (549.1) \n \n \n (220.9) \n \n \n \n \n   \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Loss per share \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Basic (pence) \n \n \n 10 \n \n \n (121.8) \n \n \n (49.4) \n \n \n \n \n Diluted (pence) \n \n \n 10 \n \n \n (121.8) \n \n \n (49.4) \n \n \n \n \n   \n The 2024 comparatives have been restated to reflect prior period adjustments (see note 1). \n   \n 1.      Adjusted EBITDA is an Alternative Performance Measure (APM) which does not have an IFRS standardised meaning. Refer to Appendix 1 - Alternative Performance Measures for further detail. \n \n   \n Consolidated Statement of Comprehensive Income \n   \n \n \n \n \n \n \n \n Note \n \n \n 2025 \n £m \n   \n \n \n 2024 \n £m \n (restated) \n \n \n \n \n Loss for the year \n \n \n \n \n \n (549.1) \n \n \n (220.9) \n \n \n \n \n Items that may be reclassified subsequently to profit or loss (net of tax) \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Exchange differences on translation of foreign operations \n \n \n \n \n \n 15.5 \n \n \n (5.0) \n \n \n \n \n Movement in hedging reserves \n \n \n 24 \n \n \n 3.7 \n \n \n 10.3 \n \n \n \n \n Items that will not be reclassified to profit or loss (net of tax) \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Remeasurement of severance pay liability \n \n \n 6 \n \n \n 0.1 \n \n \n (0.2) \n \n \n \n \n Actuarial remeasurement in defined benefit pension scheme \n \n \n 28 \n \n \n 0.6 \n \n \n 0.7 \n \n \n \n \n Total other comprehensive income for the year \n \n \n \n \n \n 19.9 \n \n \n 5.8 \n \n \n \n \n Total comprehensive loss for the year \n \n \n \n \n \n (529.2) \n \n \n (215.1) \n \n \n \n \n Total comprehensive loss for the year attributable to equity holders of the Parent \n \n \n \n \n \n (527.6) \n \n \n (216.1) \n \n \n \n \n Total comprehensive loss for the year attributable to non-controlling interests \n \n \n \n \n \n (1.6) \n \n \n 1.0 \n \n \n \n \n   \n The 2024 comparatives have been restated to reflect prior period adjustments (see note 1). \n   \n Consolidated Statement of Financial Position \n At 31 December 2025 \n   \n \n \n \n \n \n \n \n Note \n \n \n 2025 \n£m \n   \n \n \n 2024 \n£m \n (restated) \n \n \n  2023 \n £m \n (restated) \n \n \n \n \n Assets \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n Non-current assets \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n Goodwill and other intangible assets \n \n \n 12 \n \n \n 1,502.6 \n \n \n 1,959.1 \n \n \n 2,038.3 \n \n \n \n \n Right-of-use assets \n \n \n 13 \n \n \n 77.3 \n \n \n 84.5 \n \n \n 78.0 \n \n \n \n \n Property, plant and equipment \n \n \n 13 \n \n \n 54.3 \n \n \n 78.9 \n \n \n 91.7 \n \n \n \n \n Investment in sublease \n \n \n \n \n \n 1.2 \n \n \n 1.2 \n \n \n 1.0 \n \n \n \n \n Investments in associates \n \n \n 14 \n \n \n 32.8 \n \n \n 32.3 \n \n \n 33.9 \n \n \n \n \n Non-current prepayments \n \n \n 18 \n \n \n - \n \n \n 2.4 \n \n \n 2.8 \n \n \n \n \n Derivative financial instruments \n \n \n 24 \n \n \n - \n \n \n 13.1 \n \n \n 15.8 \n \n \n \n \n Deferred tax assets \n \n \n 25 \n \n \n 34.7 \n \n \n 36.3 \n \n \n 37.0 \n \n \n \n \n \n \n \n \n \n \n 1,702.9 \n \n \n 2,207.8 \n \n \n 2,298.5 \n \n \n \n \n Current assets \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n Cash and cash equivalents 1 \n \n \n 19 \n \n \n 231.3 \n \n \n 265.4 \n \n \n 256.2 \n \n \n \n \n Trade and other receivables \n \n \n 18 \n \n \n 132.3 \n \n \n 132.6 \n \n \n 138.0 \n \n \n \n \n Income tax receivable \n \n \n \n \n \n 24.4 \n \n \n 33.6 \n \n \n 53.3 \n \n \n \n \n Derivative financial instruments \n \n \n 24 \n \n \n 10.0 \n \n \n - \n \n \n 1.6 \n \n \n \n \n Assets held for sale \n \n \n 16 \n \n \n - \n \n \n 0.9 \n \n \n - \n \n \n \n \n \n \n \n \n \n \n 398.0 \n \n \n 432.5 \n \n \n 449.1 \n \n \n \n \n Total assets \n \n \n \n \n \n 2,100.9 \n \n \n 2,640.3 \n \n \n 2,747.6 \n \n \n \n \n Equity and liabilities \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n Share capital \n \n \n 26 \n \n \n 2.2 \n \n \n 2.2 \n \n \n 2.2 \n \n \n \n \n Share premium \n \n \n \n \n \n 160.7 \n \n \n 160.7 \n \n \n 160.7 \n \n \n \n \n Treasury shares \n \n \n \n \n \n (0.6) \n \n \n (0.6) \n \n \n (0.6) \n \n \n \n \n Foreign currency translation reserve \n \n \n \n \n \n 12.3 \n \n \n (3.2) \n \n \n 1.8 \n \n \n \n \n Hedging reserves \n \n \n \n \n \n (0.6) \n \n \n (4.3) \n \n \n (14.6) \n \n \n \n \n Retained earnings \n \n \n \n \n \n (854.6) \n \n \n (310.7) \n \n \n (92.0) \n \n \n \n \n Total equity attributable to equity holders of the parent \n \n \n \n \n \n (680.6) \n \n \n (155.9) \n \n \n 57.5 \n \n \n \n \n Non-controlling interests \n \n \n \n \n \n 6.5 \n \n \n 8.1 \n \n \n - \n \n \n \n \n Total equity \n \n \n \n \n \n (674.1) \n \n \n (147.8) \n \n \n 57.5 \n \n \n \n \n Liabilities \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n Non-current liabilities \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n Borrowings \n \n \n 22 \n \n \n 1,789.3 \n \n \n 1,733.1 \n \n \n 1,657.2 \n \n \n \n \n Severance pay liability \n \n \n 6 \n \n \n 0.3 \n \n \n 0.4 \n \n \n 0.6 \n \n \n \n \n Provisions \n \n \n 21 \n \n \n 135.4 \n \n \n 129.5 \n \n \n 104.8 \n \n \n \n \n Deferred tax liability \n \n \n 25 \n \n \n 80.2 \n \n \n 145.3 \n \n \n 156.9 \n \n \n \n \n Derivative financial instruments \n \n \n 24 \n \n \n - \n \n \n 15.8 \n \n \n 29.9 \n \n \n \n \n Lease liabilities \n \n \n 17 \n \n \n 65.1 \n \n \n 68.4 \n \n \n 64.2 \n \n \n \n \n \n \n \n \n \n \n 2,070.3 \n \n \n 2,092.5 \n \n \n 2,013.6 \n \n \n \n \n Current liabilities \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n Borrowings \n \n \n 22 \n \n \n 10.5 \n \n \n 4.6 \n \n \n 3.9 \n \n \n \n \n Trade and other payables \n \n \n 20 \n \n \n 399.1 \n \n \n 397.1 \n \n \n 387.5 \n \n \n \n \n Provisions \n \n \n 21 \n \n \n 17.7 \n \n \n 72.0 \n \n \n 78.5 \n \n \n \n \n Derivative financial instruments \n \n \n 24 \n \n \n 62.5 \n \n \n 31.3 \n \n \n 23.5 \n \n \n \n \n Income tax payable \n \n \n 9 \n \n \n 82.4 \n \n \n 45.7 \n \n \n 31.9 \n \n \n \n \n Lease liabilities \n \n \n 17 \n \n \n 29.6 \n \n \n 26.6 \n \n \n 23.4 \n \n \n \n \n Customer deposits \n \n \n 19 \n \n \n 102.9 \n \n \n 118.3 \n \n \n 127.8 \n \n \n \n \n \n \n \n \n \n \n 704.7 \n \n \n 695.6 \n \n \n 676.5 \n \n \n \n \n Total equity and liabilities \n \n \n \n \n \n 2,100.9 \n \n \n 2,640.3 \n \n \n 2,747.6 \n \n \n \n \n   \n The 2024 and 2023 comparatives have been restated to reflect prior period adjustments (see note 1). \n   \n 1.         Cash and cash equivalents includes customer deposits of £102.9m (2024: £118.3m) which represent bank deposits matched by customer liabilities of an equal value. Cash and cash equivalents excludes restricted short-term deposits of £33.0m which are presented in Trade and other receivables (2024: £16.5m). \n   \n Consolidated Statement of Changes in Equity \n For the year ended 31 December 2025 \n   \n \n \n \n \n   \n \n \n Share capital \n £m \n \n \n Share premium \n £m \n \n \n Treasury shares \n £m \n \n \n Foreign currency translation reserve \n £m \n \n \n Hedging reserve \n £m \n \n \n Retained earnings \n £m \n \n \n Non-controlling interests \n £m \n \n \n Total \n £m \n \n \n \n \n Balance at 1 January 2024 (as reported) \n \n \n 2.2 \n \n \n 160.7 \n \n \n (0.6) \n \n \n 1.8 \n \n \n (14.6) \n \n \n (82.4) \n \n \n - \n \n \n 67.1 \n \n \n \n \n Prior year restatement \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (9.6) \n \n \n - \n \n \n (9.6) \n \n \n \n \n Balance at 1 January 2024 (as restated) \n \n \n 2.2 \n \n \n 160.7 \n \n \n (0.6) \n \n \n 1.8 \n \n \n (14.6) \n \n \n (92.0) \n \n \n - \n \n \n 57.5 \n \n \n \n \n Loss after tax for the year (restated) \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (221.9) \n \n \n 1.0 \n \n \n (220.9) \n \n \n \n \n Other comprehensive (expense)/income for the year \n \n \n - \n \n \n - \n \n \n - \n \n \n (5.0) \n \n \n 10.3 \n \n \n 0.5 \n \n \n - \n \n \n 5.8 \n \n \n \n \n Total comprehensive expense (restated) \n \n \n - \n \n \n - \n \n \n - \n \n \n (5.0) \n \n \n 10.3 \n \n \n (221.4) \n \n \n 1.0 \n \n \n (215.1) \n \n \n \n \n Romania acquisition (note 15) (restated) \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 7.1 \n \n \n 7.1 \n \n \n \n \n Equity settled share benefit charge (note 27) \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 2.7 \n \n \n - \n \n \n 2.7 \n \n \n \n \n Balance at 31 December 2024 (restated) \n \n \n 2.2 \n \n \n 160.7 \n \n \n (0.6) \n \n \n (3.2) \n \n \n (4.3) \n \n \n (310.7) \n \n \n 8.1 \n \n \n (147.8) \n \n \n \n \n Loss after tax for the year \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (547.5) \n \n \n (1.6) \n \n \n (549.1) \n \n \n \n \n Other comprehensive income for the year \n \n \n - \n \n \n - \n \n \n - \n \n \n   15.5 \n \n \n 3.7 \n \n \n 0.7 \n \n \n - \n \n \n 19.9 \n \n \n \n \n Total comprehensive expense \n \n \n - \n \n \n - \n \n \n - \n \n \n 15.5 \n \n \n 3.7 \n \n \n (546.8) \n \n \n (1.6) \n \n \n (529.2) \n \n \n \n \n Equity settled share benefit charge (note 27) \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 2.9 \n \n \n - \n \n \n 2.9 \n \n \n \n \n Balance at 31 December 2025 \n \n \n 2.2 \n \n \n 160.7 \n \n \n (0.6) \n \n \n 12.3 \n \n \n (0.6) \n \n \n (854.6) \n \n \n 6.5 \n \n \n (674.1) \n \n \n \n \n   \n The 2024 comparatives have been restated to reflect prior period adjustments (see note 1). \n   \n The following describes the nature and purpose of each reserve within equity. \n   \n Share capital - represents the nominal value of shares allotted, called-up and fully paid. \n   \n Share premium - represents the amount subscribed for share capital in excess of nominal value. \n   \n Treasury shares - represents reacquired own equity instruments. Treasury shares are recognised at cost and deducted from equity. \n   \n Foreign currency translation reserve - represents exchange differences arising from the translation of all Group entities that have functional currency different from Pounds Sterling. \n   \n Hedging reserve - represents changes in the fair value of derivative financial instruments designed in a hedging relationship. \n   \n Retained earnings - represents the cumulative net gains and losses recognised in the Consolidated Statement of Comprehensive Income and other transactions with equity holders. \n   \n Non-controlling interests - represents the minority interests of other shareholders in the net assets of consolidated subsidiaries. \n   \n   \n Consolidated Statement of Cash Flows \n For the year ended 31 December 2025 \n   \n \n \n \n \n \n \n \n Note \n \n \n 2025 \n £m \n   \n \n \n 2024 \n £m \n (restated) \n \n \n   \n \n \n \n \n Cash flows from operating activities \n \n \n \n \n \n   \n \n \n \n \n \n   \n \n \n \n \n Loss before income tax \n \n \n \n \n \n (579.6) \n \n \n (187.1) \n \n \n   \n \n \n \n \n Adjustments for: \n \n \n \n \n \n   \n \n \n \n \n \n   \n \n \n \n \n Depreciation of property, plant and equipment and right-of-use assets \n \n \n 13 \n \n \n 49.5 \n \n \n 44.5 \n \n \n   \n \n \n \n \n Amortisation \n \n \n 12 \n \n \n 152.5 \n \n \n 185.4 \n \n \n   \n \n \n \n \n Interest income \n \n \n 7 \n \n \n (9.4) \n \n \n (34.1) \n \n \n   \n \n \n \n \n Interest expenses \n \n \n 8 \n \n \n 248.0 \n \n \n 202.7 \n \n \n   \n \n \n \n \n Income tax received/(paid) \n \n \n \n \n \n 14.4 \n \n \n (14.6) \n \n \n   \n \n \n \n \n Fair value loss on financial assets \n \n \n \n \n \n 2.1 \n \n \n - \n \n \n   \n \n \n \n \n Share of post-tax (profit)/loss of equity accounted associate \n \n \n \n \n \n (0.8) \n \n \n 1.0 \n \n \n   \n \n \n \n \n Non-cash exceptional items \n \n \n \n \n \n 428.2 \n \n \n 11.8 \n \n \n   \n \n \n \n \n Loss on sale of intangible assets \n \n \n 3 \n \n \n - \n \n \n (4.7) \n \n \n   \n \n \n \n \n Movement on ante post and other financial derivatives \n \n \n \n \n \n 0.8 \n \n \n (2.2) \n \n \n   \n \n \n \n \n Foreign exchange loss on hedging \n \n \n \n \n \n 1.7 \n \n \n - \n \n \n   \n \n \n \n \n Impairment of freehold properties held for sale \n \n \n \n \n \n - \n \n \n 0.5 \n \n \n   \n \n \n \n \n Impairment of intangible assets \n \n \n \n \n \n - \n \n \n 0.6 \n \n \n   \n \n \n \n \n Gain on disposal of property, plant and equipment \n \n \n 12 \n \n \n - \n \n \n 0.2 \n \n \n   \n \n \n \n \n Share benefit charge \n \n \n 27 \n \n \n 2.9 \n \n \n 2.7 \n \n \n   \n \n \n \n \n Cash generated from operating activities before working capital movement \n \n \n \n \n \n 310.3 \n \n \n 206.7 \n \n \n   \n \n \n \n \n Decrease in receivables \n \n \n \n \n \n 5.7 \n \n \n 5.4 \n \n \n   \n \n \n \n \n Decrease in customer deposits \n \n \n \n \n \n (8.2) \n \n \n (9.5) \n \n \n   \n \n \n \n \n (Decrease)/increase in trade and other payables \n \n \n \n \n \n (36.9) \n \n \n 0.6 \n \n \n   \n \n \n \n \n (Decrease)/increase in provisions \n \n \n \n \n \n (11.5) \n \n \n 23.3 \n \n \n   \n \n \n \n \n Net cash generated from operating activities \n \n \n \n \n \n 259.4 \n \n \n 226.5 \n \n \n   \n \n \n \n \n Cash flows from investing activities \n \n \n \n \n \n   \n \n \n \n \n \n   \n \n \n \n \n Acquisition of intangible assets \n \n \n \n \n \n (117.1) \n \n \n (90.9) \n \n \n   \n \n \n \n \n Acquisition of property, plant and equipment \n \n \n 13 \n \n \n (4.4) \n \n \n (4.5) \n \n \n \n \n \n \n \n \n \n \n \n \n \n Acquisition of business \n \n \n 15 \n \n \n (3.0) \n \n \n (4.1) \n \n \n   \n \n \n \n \n Proceeds from sale of businesses \n \n \n \n \n \n 11.2 \n \n \n 4.7 \n \n \n   \n \n \n \n \n Proceeds from sale of property, plant and equipment \n \n \n \n \n \n 0.6 \n \n \n 2.0 \n \n \n   \n \n \n \n \n Loans to related parties \n \n \n \n \n \n (2.6) \n \n \n (4.2) \n \n \n   \n \n \n \n \n Interest received \n \n \n 7 \n \n \n 6.5 \n \n \n 2.7 \n \n \n   \n \n \n \n \n Dividend received from associate \n \n \n 14 \n \n \n 0.3 \n \n \n 0.6 \n \n \n   \n \n \n \n \n Net cash used in investing activities \n \n \n \n \n \n (108.5) \n \n \n (93.7) \n \n \n   \n \n \n \n \n Cash flows from financing activities \n \n \n \n \n \n   \n \n \n \n \n \n   \n \n \n \n \n Payment of lease liabilities \n \n \n 17 \n \n \n (46.0) \n \n \n (36.2) \n \n \n   \n \n \n \n \n Interest paid \n \n \n \n \n \n (175.2) \n \n \n (163.6) \n \n \n   \n \n \n \n \n Repayment of loans \n \n \n 22 \n \n \n (4.3) \n \n \n (388.7) \n \n \n   \n \n \n \n \n Proceeds from loans \n \n \n 22 \n \n \n - \n \n \n 485.0 \n \n \n   \n \n \n \n \n Net cash paid on debt refinancing \n \n \n 22 \n \n \n (5.0) \n \n \n - \n \n \n   \n \n \n \n \n Net cash drawn down on RCF  \n \n \n 22 \n \n \n 34.0 \n \n \n - \n \n \n   \n \n \n \n \n Net cash used in financing activities \n \n \n \n \n \n (196.5) \n \n \n (103.5) \n \n \n   \n \n \n \n \n Net (decrease)/increase in cash and cash equivalents \n \n \n \n \n \n (45.6) \n \n \n 29.3 \n \n \n   \n \n \n \n \n Net foreign exchange difference \n \n \n \n \n \n 11.5 \n \n \n (20.1) \n \n \n   \n \n \n \n \n Cash and cash equivalents at the beginning of the year \n \n \n 19 \n \n \n 265.4 \n \n \n 256.2 \n \n \n   \n \n \n \n \n Cash and cash equivalents at the end of the year \n \n \n 19 \n \n \n 231.3 \n \n \n 265.4 \n \n \n   \n \n \n \n \n   \n The 2024 comparatives have been restated to reflect the prior period adjustments (see note 1). There was no impact on the flow of cash in the prior year as a result of the restatement. \n   \n Notes to the Consolidated Financial Statements \n For the year ended 31 December 2025 \n   \n General information \n Company description \n evoke plc (the 'Company') and its subsidiaries (together the 'Group') was founded in 1997 in the British Virgin Islands. The Company became domiciled in Gibraltar (Company number 90099) on 17 December 2003 and has been tax resident in the United Kingdom since 11 January 2022 by virtue of its central management and control being situated in the UK. On 4 October 2005, the Company listed on the London Stock Exchange. \n   \n Definitions \n In these financial statements: \n   \n Subsidiaries                             Companies over which the Company has control (as defined in IFRS 10 - Consolidated Financial Statements) and whose accounts are consolidated with those of the Company. \n Related parties                          As defined in IAS 24 'Related Party Disclosures'. \n Associates                                   As defined in IAS 28 'Investments in Associates and Joint Ventures'. \n   \n 1. Accounting policies \n The material accounting policies applied in the preparation of the consolidated financial statements are as follows: \n   \n Basis of preparation \n The financial information does not constitute the Group's statutory accounts for the year ended 31 December 2025 or the year ended 31 December 2024 but is derived from those accounts. Statutory accounts for the year ended 31 December 2024 have been delivered to the Registrar of Companies in Gibraltar. Statutory accounts for the year ended 31 December 2025 will be filed with Companies House Gibraltar following the Company's Annual General Meeting. The auditors have reported on both the 2025 and 2024 accounts and their reports were unqualified, did not draw attention to any matters by way of emphasis and did not contain statements under sections 257(1), 258(2) and 258(2A) of the Gibraltar Companies Act 2014. The above notwithstanding, the auditor's report on the accounts for the year ended 31 December 2025 contains material uncertainties in respect of going concern in relation to: \n ·      The ability of the Group to achieve a significant improvement in profitability in order to be able to refinance its debt due in July 2028, before its revolving credit facility becomes due in January 2028; and \n ·      should a sale of the Group be agreed and complete as planned, there can be no guarantee as to the intentions of the buyer for the Group post change of control and in respect of the buyer's ability to finance the ongoing business. \n   \n Refer to the Going Concern Statement below for further details of the Directors' Going Concern assessment \n   \n The consolidated financial statements of the Group have been prepared in accordance with UK adopted international accounting standards and in accordance with the requirements of the Gibraltar Companies Act 2014. The consolidated financial statements have been prepared on a historical cost basis, except where certain assets or liabilities are held at amortised cost or at fair value as described in the Group's accounting policies. \n   \n All values are rounded to the closest hundred thousand, except when otherwise indicated. \n   \n The material accounting policies applied in the consolidated financial statements in the prior year have been applied consistently in these consolidated financial statements, except for the amendments to accounting standards effective for the annual periods beginning on 1 January 2025. These are described in more detail below. \n Prior period restatements \n During the year, the Group identified matters relating to prior periods, including the reassessment of certain uncertain tax positions and measurement ‑ period adjustments arising from the Winner.ro acquisition. Where these matters represent errors or measurement ‑ period adjustments under applicable accounting standards, the Group has restated its previously issued financial statements in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and IFRS 3 Business Combinations. \n   \n Accordingly, the Group has restated the opening consolidated statement of financial position as at 1 January 2024, the comparative consolidated statement of financial position as at 31 December 2024, and the comparative results for the year ended 31 December 2024. \n   \n Uncertain tax positions \n The Group identified errors in respect of uncertain tax positions relating to prior periods, resulting from the identification of material unrecognised potential tax exposures, primarily in respect of transfer pricing. Management has corrected these errors through the recognition of additional provisions for uncertain tax positions, together with related interest and penalties, and the restatement of comparative information for 31 December 2023 and for the year ended 31 December 2024, in accordance with IAS 8. This has resulted in a restatement to increase the tax charge by £11.0m for 2024 and £9.6m for prior years. In addition, exceptional costs for the year ended 31 December 2024 have been increased by £5.8m in respect of penalties associated with the uncertain tax positions . \n Winner Acquisition - Measurement ‑ Period Adjustments (IFRS 3) \n During 2025, the Group finalised the accounting for the Winner.ro acquisition, which was completed on 11 October 2024. Certain elements of the purchase price allocation had been recognised on a provisional basis in the 2024 financial statements. In accordance with IFRS 3, the Group has retrospectively adjusted these amounts to reflect new information obtained about facts and circumstances that existed at the acquisition date. \n   \n Finalisation of the purchase price allocation resulted in a £25.4m reduction in the fair value of identifiable net assets, primarily reflecting: \n ·      £19.6m decrease in the fair value of acquired customer relationships, \n ·      £10.6m decrease in the fair value of the Winner brand, and \n ·      £4.8m decrease in the associated deferred tax liability. \n   \n These adjustments also resulted in a £12.5m change in the share attributable to non-controlling interests and the reversal of the previously recognised £13.4m gain on bargain purchase. Following completion of the valuation, no goodwill or gain on bargain purchase is recognised. More details in note 15. \n   \n As a consequence of the revised acquisition-date fair values, the Group has also restated the related post-acquisition amortisation for the year ended 31 December 2024. This resulted in a £0.9m reduction in amortisation expense, with corresponding impacts on deferred taxation and non-controlling interests. \n   \n The tables below summarise the impact of these restatements on the opening consolidated statement of financial position as at 1 January 2024, the comparative consolidated statement of financial position as at 31 December 2024, and the ...

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