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Playtech Plc
Mar 26, 2026 at 7:10 AM UTC
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Playtech: 2025 Full Year Results Report

Playtech plc

("Playtech", the "Company", or the "Group")

Results for the year ended 31 December 2025 Strong execution on Americas strategy; upgrading FY26 after excellent start

Playtech (LSE: PTEC), the leading platform, content and services provider in the online gambling industry, today announces its results for the year ended 31 December 2025.

Financial summary (from continuing operations unless otherwise stated)1

Adjusted2

Reported

FY25

FY244

FY25

FY244

€'m

€'m

Change %

€'m

€'m

Change %

Revenue

763.6

848.0

(10)%

763.6

848.0

(10)%

EBITDA3:

197.0

217.5

(9)%

(5.7)

127.2

n/a

Operations (B2B and B2C)

135.2

214.7

(37)%

(19.0)

127.7

n/a

Investment income3

61.8

2.8

n/a

13.3

(0.5)

n/a

Post-tax profit / (loss)

44.2

61.8

(28)%

(169.5)

(136.5)

n/a

Post-tax profit from

continuing and

120.7

226.5

(47)%

1,484.3

(24.2)

n/a

discontinued operations

Diluted EPS

14.5 €c

20.3 €c

(29)%

(55.6) €c

(44.6) €c

n/a

Diluted EPS from continuing and discontinued operations

39.5 €c

74.3 €c

(47)%

486.6 €c

(7.8) €c

n/a

Net cash / (debt)6

n/a

n/a

n/a

28.5

(142.8)

n/a

Summary
  • Playtech is now a focused, best-in-class global B2B technology company operating in regulated and regulating markets, with a highly attractive portfolio of investments.

  • FY25 results delivered ahead of expectations, as per trading update on 5 February 2026.

  • Completion of Snaitech sale7 for €2.3 billion; cash generation of over €800 million since owning Snaitech, taking total cash generated to over 3x Playtech's initial investment of €846 million.

  • Special dividend paid to shareholders of approximately €1.8 billion.

  • Group performance reflects impact of revised Caliente agreement; new agreement provides foundation for future growth, driving meaningful investment income alongside ongoing operating revenue; underlying software fees from Caliente grew strongly.

  • Key growth markets in the Americas performed ahead of expectations; strong contribution from the US (revenue up approximately 100%) and Latin America, as well as significant investment income from Caliente Interactive and Hard Rock Digital (HRD).

  • Strong balance sheet maintains flexibility for investment and capital returns even after repurchasing 8.3% of issued share capital in H2 for total consideration of €77 million.

  • Excellent start to 2026; Group expects to deliver FY26 Adjusted EBITDA ahead of current consensus expectations despite regulatory headwinds in many markets.

    Operational highlights

    The Group reports under three distinct segments: B2B, investment income and B2C. Notably, EBITDA from operations reflects contributions from the B2B and B2C divisions.

    B2B

  • Revised long-term software and services agreement with Caliente Interactive effective since 31 March 2025; Playtech no longer receives the additional B2B services fee (in revenue) but, instead, receives income from associates (in Adjusted EBITDA) via its 30.8% equity holding.

  • Revenue declined 9% year-on-year (YoY) to €688.3 million (FY24: €754.3 million), while Adjusted EBITDA declined 36% to €141.4 million (FY24: €222.0 million) as expected, driven by the impact of the new Caliente Interactive agreement, excluding which5:

    • B2B revenue from regulated markets, which represents over 80% of B2B revenue, grew 6% driven by strength in the US and good growth in certain European markets.

    • B2B Adjusted EBITDA of €132.0 million was down 10% YoY, reflecting regulatory headwinds in Colombia and Brazil as well as our planned investment into Live and certain non-recurring costs in general and administrative expenses.

  • Strong progress in executing our Americas strategy:

    • Revenue across the US and Canada grew 71% YoY in constant currency with performance driven by strong activity from customers including Draft Kings, FanDuel, Hard Rock Digital, and Delaware North.

    • Expanded our US footprint by launching with major operators in West Virginia and Delaware in 2025, and Connecticut in 2026, bringing our regulated iGaming presence to six states; increased capacity across all US studios to support growing demand for Live.

    • Fair value of our equity investment in HRD increased to €178.8 million (FY24: €141.0 million).

    • Regulated Latin America revenue grew 8% when excluding the impact of the revised Caliente Interactive agreement.

  • Live revenue increased 6% YoY in constant currency with strong momentum in the US offset by the impact of stringent regulatory requirements in Brazil; our total Live tables globally reached c.500 (from more than 450 in FY24) across 17 studios.

  • SaaS revenues grew 48%, with strong momentum across the Americas and Europe and growth across existing and new customers.

  • Expanded the reach of our safer gambling offering, Playtech Protect, with six additional brands in FY25; total adoption has reached 28 brands across 17 jurisdictions.

    Investment income3

  • Adjusted investment income of €61.8 million (FY24: €2.8 million) driven by our 30.8% share of Caliente Interactive's income under the revised agreement; Caliente Interactive also distributed dividends (not included in Adjusted EBITDA) totalling €45.7 million relating to the nine months in FY25 since the new agreement.

  • Dividends received from HRD totalled €10.3 million (FY24: €3.2 million), demonstrating the strength of the business' growth.

    B2C

  • Following the sale of Snaitech, B2C represents a lower strategic priority for the Group. While revenue declined to €78.5 million (FY24: €97.8 million), Adjusted EBITDA losses narrowed to €6.2 million (FY24: loss of €7.3 million) as the Group began winding down the remaining HAPPYBET business in Germany.

    Corporate and financial activity
  • Distributed a special dividend of €1.8 billion in June 2025, equivalent to €5.73 per share.

  • Successfully revised our agreement with Caliente Interactive, which came into effect on 31 March 2025.

  • John Gleasure appointed Chairman, effective following Playtech's 2025 AGM.

  • Repurchased circa 8.3% of the Group's issued share capital in H2 through a €50 million share buyback and a €27 million block trade.

  • Redeemed the remaining €150 million of the €350 million bond due 2026 in June 2025, after €200 million part-redemption in 2024.

  • Progressed on addressing non-core assets; HAPPYBET wind-down to be completed in 2026, and IGS classified as held for sale.

  • Group net cash6 position as of 31 December 2025 of €28.5 million (31 December 2024: Net debt of €142.8 million).

    Current trading and outlook
  • Excellent start to 2026; strong underlying growth and continued momentum in the Americas, per the trading update on 5 February.

  • Group expects to deliver FY26 ahead of current consensus expectations, despite tax headwinds across several markets.

  • Management and the Board remain confident in Playtech's ability to execute on its strategy as a focused B2B business and deliver its medium-term targets8 of Adjusted EBITDA of €250 million - €300 million and Free Cash Flow of €70 million - €100 million.

Mor Weizer, CEO, said:

"2025 was a year of significant transition for Playtech, as we completed the sale of Snaitech and returned to our roots as a leading, global, predominantly pure-play B2B business. Against this backdrop, we delivered a performance well ahead of expectations earlier in the year, demonstrating the strength of our technology offering.

The US delivered a particularly strong performance, with revenue nearly doubling as momentum accelerated across our partnerships. We achieved a number of important strategic milestones, expanding into additional iGaming states and continuing to grow our Live offering. I'm really pleased to see our efforts in the US paying off, and we will continue to invest to capitalise on the significant opportunities ahead in this huge market.

Our position in Latin America also strengthened, supported by the revised agreement with Caliente, which is performing well and further enhances our position in Mexico.

The strong momentum we saw in 2025 has carried over into the start of 2026, particularly in the Americas. We remain confident in achieving our ambitious medium-term targets and see exciting opportunities for the Group across our markets."

- Ends - For further information contact:

Playtech plc

Mor Weizer, Chief Executive Officer Chris McGinnis, Chief Financial Officer c/o Headland

Rohan Chitale, Director of Investor Relations

+44 (0) 20 3805 4822

+44 (0) 20 3805 4822

Headland (PR adviser to Playtech)

Lucy Legh, Jack Gault

+44 (0) 20 3805 4822

1Totals within tables in this statement may not exactly equate to the components of the total, due to rounding.

2Adjusted numbers reflect certain non-cash and one-off items and reflect how management measures the performance of the Group as well as material reorganisation and acquisition/disposal-related costs. The Board of Directors believes that the adjusted results more closely represent the underlying trading performance of the continuing business. A full reconciliation between the actual and adjusted results is provided in Note 11.

3EBITDA is separated into EBITDA from operations and EBITDA from investment income. EBITDA from operations includes only B2B and B2C segments, while investment income includes our share of income from associates, notably from our 30.8% shareholding in Caliente Interactive, and dividends received from equity investments (primarily from Hard Rock Digital).

4Comparative information has been restated due to change in accounting policy. Further details are provided in Note 4.

5Excluding the impact of the Caliente Interactive revised terms removes the additional B2B services fee from revenue and removes the associated direct costs in FY 2025 and FY 2024.

6Net cash / (debt) excludes IFRS 16 lease liabilities.

7Completion by Playtech Services (Cyprus) Limited, a Playtech Group company, of the sale of Snaitech's immediate holding company, Pluto (Italia) S.p.A ("Snaitech sale") for €2.3 billion.

8Definition of metrics which form our medium-term targets:

  • Adjusted EBITDA target includes our share of income from associates, notably from our 30.8% shareholding in Caliente Interactive, as well as dividends received from equity investments, primarily from Hard Rock Digital.

  • Free Cash Flow is defined as Adjusted EBITDA less IFRS 16 lease costs, capital expenditure, capitalised development costs, net financing costs, normalised cash taxes paid, and any difference between dividends received and amounts recognised on the P&L as income from associates.

Conference call and presentation

A presentation on the earnings will be held today in person at 9.00am at the auditorium at Peel Hunt LLP, 100 Liverpool Street, London, EC2M 2AT, and will also be accessible via a live audio webcast using this link:

https://www.investis-live.com/playtech/69a69df4c7d61100151b252f/obrak Analysts and investors can also dial into the call using the following details:

United Kingdom (Local): +44 20 3936 2999

United Kingdom (Toll-Free): +44 808 189 0158

Global Dial-In Numbers Access Code: 736997

The presentation slides will be available today from 8.30 am at: http://www.investors.playtech.com/results-centre/presentations.aspx Forward looking statements

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". By their nature, forward-looking statements involve risk and uncertainty since they relate to future events and circumstances. Actual results may, and often do, differ materially from any forward-looking statements.

Any forward-looking statements in this announcement reflect Playtech's view with respect to future events as at the date of this announcement. Save as required by law or by the Listing Rules of the UK Listing Authority, Playtech undertakes no obligation to publicly revise any forward-looking statements in this announcement following any change in its expectations or to reflect events or circumstances after the date of this announcement.

About Playtech

Founded in 1999 and listed on the Main Market of the London Stock Exchange, Playtech is a leading global B2B technology provider to the online betting and gaming industry. The Company employs over 7,400 people across 20 countries and operates in more than 50 regulated and regulating jurisdictions worldwide.

Playtech provides operators with a full proprietary, end-to-end, turnkey solution including its platform (PAM+), content and services, enabling customers to deliver an innovative, seamless and responsible player experience, supported by industry-leading player protection technology. Playtech's product suite covers the industry's most popular verticals including casino, live casino, sports betting, bingo and poker.

Chief Executive Officer's Review Overview

2025 marked Playtech's return to its roots as a predominantly B2B technology business, along with a portfolio of attractive strategic investments. The transition is off to a strong start, with the Company making further progress in deploying its technology-led offering across high growth regulated markets, including the US and Canada, Latin America and select European jurisdictions. We are pleased with the encouraging financial performance in the period, with the Group delivering FY25 Adjusted EBITDA of €197.0 million.

During the year, we completed two transformational transactions that fundamentally reshaped the structure and strategic profile of the Group. The sale of our Italian B2C business, Snaitech, by Playtech Services (Cyprus) Limited for €2.3 billion completed in April 2025, which alongside the cash generated of over €800 million since owning Snaitech, delivered a more than three-times return on our original investment. In addition, our revised agreement with Caliente Interactive came into effect on 31 March 2025, establishing a new framework that unlocks meaningful long-term growth potential for both parties.

Alongside these transformational transactions, we delivered strong operational progress across key strategic objectives. We continued to scale rapidly in the US with revenues nearly doubling, and we made strong progress in Europe in markets including Poland and Spain.

Innovation remained a key driver of progress. We enhanced our Live and Casino verticals and introduced new interactive formats that reinforce our competitive advantage. We also advanced our capabilities to deliver faster, more scalable delivery of tailored content to partners in multiple markets. At the same time, we continued to strengthen operational efficiency and agility by addressing underperforming areas, including our IGS retail casino management unit and the planned wind-down of HAPPYBET expected to conclude during 2026. These actions ensure the Group remains focused on the areas of highest growth, margin potential, and strategic relevance.

As a result, our business is now significantly more focused, better aligned to its core capabilities, and increasingly positioned for sustainable long-term success. With market leading technology, an accelerating pipeline of opportunities, and a strengthened portfolio of strategic partnerships, we look to the future with confidence. We are on track to deliver our ambitious, medium-term targets of €250 million to €300 million of Adjusted EBITDA and €70 million to €100 million of Free Cash Flow, and we believe the progress made in 2025 provides a strong foundation for continued value creation in the years ahead.

B2B

B2B revenue declined 9% YoY to €688.3 million in FY25, with strong performances in the US, Poland and Spain offset by the impact of the revised Caliente Interactive agreement, regulatory transition effects in Brazil and the impact of Colombia's VAT on deposits.

Regulated markets

Revenue from regulated markets declined by 7% to €559.4 million YoY and 4% in constant currency, with very strong performance in the US, good growth across certain European markets and Brazil's transition to a regulated market being largely offset by the impact of the revised Caliente Interactive agreement. The underlying performance from regulated markets, excluding the impact of the revised Caliente agreement, was solid growth of 6%.

The Americas

United States

The US remains a key engine of growth, with FY25 revenues rising nearly 100% YoY as the investments made over recent years begin to deliver meaningful returns. Momentum accelerated across our successful partnerships including DraftKings, FanDuel, Hard Rock Digital and Delaware North, reinforcing the strength of our expanding US presence. Entry into West Virginia and Delaware, our fourth and fifth regulated iGaming states, marked further milestones and broadened our addressable market. In March 2026, we also launched in Connecticut, our sixth iGaming state, with online casino. Demand for our Live Casino offering continues to strengthen, and we are scaling studio capacity in Michigan, New Jersey, and Pennsylvania to capture this growth and support the next phase of our US expansion.

Following a series of successful launches over the last 18 months, demand for our product suite in the US market remains strong. We are particularly pleased with the performance of our strategic partnership with DraftKings, which continues to generate very strong growth across both the Casino and Live verticals.

Our Live offering, especially the ability to deliver high-quality, dedicated tables, is proving to be a significant differentiator for operators. During the year, we delivered a number of new dedicated live tables for DraftKings and expanded our reach with key launches elsewhere, including:

  • Hard Rock Digital: expansion of Live offering into Michigan and launch of Live Trivia Game Show in New Jersey

  • Bet365: rollout of multiple dedicated Live tables in New Jersey and Pennsylvania

  • FanDuel: launch of various Live game shows across New Jersey, Pennsylvania, and Michigan

    Our PAM+ platform continues to be a significant enabler to our US growth. In 2025, we expanded certain PAM+ partnerships including with Delaware North, through the launch of Sports and Casino in West Virginia and Sports betting in Ohio. As the first US licensee to deploy both our mobile sports product and a dedicated Playtech Managed Services team, Delaware North delivered strong year on year progress. We are also seeing solid performance from Parx Casino, which, supported by our platform, delivered notable 2025 results with GGR growth ahead of the market.

    We saw continued progress in our strategic partnership with Hard Rock Digital ("HRD"), highlighted by the successful launch of the Games powered by the Past Motor Racing (PMR) sports-betting product offered by the Seminole Tribe of Florida, in the state of Florida during Q4-25. Alongside the recent market entry into Michigan in December, we are also seeing encouraging momentum with HRD in New Jersey, where we launched dual play tables and our first ever Live Trivia Game Show.

    In response to strong and growing demand for our Live offering from multiple major operators, we continued to invest in expanding capacity across our studios in New Jersey, Michigan and Pennsylvania. By the year-end, we operated more than 60 Live tables across

    these three locations (FY24: more than 35). We remain committed to further increasing capacity in line with market momentum and ensuring we can consistently meet operator demand.

    Our Casino offering continues to resonate strongly with US operators, who value our ability to deliver bespoke titles built on proven, high-performing mechanics, alongside branded content that provides an additional point of differentiation. During the year, we developed a number of popular bespoke games for our key partners, including FanDuel, Hard Rock Digital and Rush Street Interactive.

    With momentum building across the US, we continue to invest in scale, innovation and partner support to ensure we fully capitalise on the long-term opportunities ahead.

    Canada

    In Canada, our partnership with NorthStar continues to provide valuable exposure to a highly attractive and rapidly developing market, where we remain well positioned to drive sustainable growth. Over the year, we expanded our iGaming footprint by launching with several leading operators, including DraftKings and Caesars, further strengthening our competitive position in the region.

    We were also pleased to see Alberta introduce its long anticipated regulatory framework, paving the way for market launch later this year. This development represents a significant milestone for the province and an important step forward for the broader Canadian iGaming landscape.

    Latin America

    Latin America continues to represent a core strategic priority given the sizeable opportunities across multiple markets. Revenue from the region declined 27% (21% in constant currency) in FY25 to €161.9 million, reflecting the impact of the revised Caliente Interactive agreement and the headwind from the introduction of VAT in Colombia. These effects were partly offset by Brazil becoming a regulated market and being recognised accordingly in our reporting segments. On an underlying basis, when excluding the impact of the Caliente Interactive agreement, revenue from Latin America increased by 8% in FY25.

    Mexico

    Our successful partnership with Caliente Interactive is central to our leading position in the high growth Mexican market. Under the revised agreement, which took effect on 31 March 2025, Playtech no longer receives the additional B2B services fee and instead recognises income from associates and receives dividends from its 30.8% equity stake in Caliente Interactive. Since the completion date, Playtech's share of income from the associate totalled €54.5 million in 2025, while Caliente Interactive also distributed dividends (not included in Adjusted EBITDA) totalling €45.7 million before tax (cash dividend received of €43.4 million) relating to the nine months in FY25 since the new agreement. On an underlying basis, software licence fees from Caliente Interactive grew strongly, supported by higher volumes and favourable sporting results in Q2 and Q4.

    Caliente Interactive is well positioned for the next phase of growth, supported by its market leading scale and the significant uplift expected from Mexico's role as a cohost of the 2026 FIFA Men's World Cup. The tournament will meaningfully increase visibility and reinforce Caliente's brand leadership.

    Brazil

    In Brazil, the introduction of the national licensing regime on 1 January 2025 unlocked one of the most significant iGaming opportunities globally, with the market generating approximately $9.4 billion in GGR in the first year since launch. However, the early phase of regulatory implementation has brought challenges, including the rollout of new taxation rules and stricter onboarding requirements, which increased KYC rejection rates and contributed to a temporary slowdown for operators.

    Despite the initial regulatory headwinds, Playtech continued to strengthen its position by supporting existing clients, adding new partners, and expanding our local capabilities. Our structured agreement with GaleraBet, together with our wider commercial relationships, positions us strongly as the market stabilises and enters its next phase of growth. Live Casino is also gaining traction, supported by the completion of our new Sao Paulo studio and the delivery of immersive, locally tailored content by native dealers.

    While we acknowledge the newly approved phased increase in GGR taxation from 12% in 2025 to 15% by 2028, as well as the potential for further adjustments currently under discussion, we remain positive about the market's medium term growth potential.

    Colombia

    Colombia remains an attractive medium-term opportunity, underpinned by our structured agreement with Wplay, one of the leading operators in the market.

    Although the introduction of a 19% VAT on online gambling deposits from February 2025 created a significant headwind for operators and affected our software licensing and B2B service revenues, Wplay navigated the environment with operational discipline, maintaining its strong market position. Following an update to the rules to apply VAT to GGR (rather than deposits) from 1 January 2026, the Constitutional Court's decision, later in the month, to suspend the 19% VAT temporarily removed pressure on operators and restored the prior tax framework while the Court completed its review. However, in mid-March 2026 the government introduced a new emergency consumption tax of 16% on a player's GGR. Given the upcoming national elections in May 2026, the broader tax outlook remains uncertain, and we continue to monitor the regulatory environment closely.

    While details of the new taxation and its implementation remain unclear, taxation at 16% of a player's GGR will allow for a much more sustainable industry than the previous rate of 19% on player deposits. As such, we remain excited about the opportunity in Colombia with Wplay.

    Other Latin American markets

    Beyond these core markets, we are encouraged by the accelerating regulatory momentum across Latin America. The Chilean Senate is expected to resume work on its online gambling bill, which remains under active committee review and proposes a comprehensive licensing framework for both sports betting and online gaming.

    Several other countries, including Paraguay, Ecuador, and Uruguay, are increasingly signalling interest in liberalising their online gambling markets. Playtech is well positioned to support operators and capitalise on these emerging opportunities across Latin America.

    Europe ex-UK

    In Europe ex-UK, B2B revenue grew 4% YoY to €207.4 million, with strength in Poland and Spain partially offset by the impact of higher hardware sales in the prior year.

    Playtech continued to experience strong demand for its products, supported by successful launches and the expansion of key strategic partnerships:

  • In Poland, our partnership with Totalizator continued delivering strong performance, with momentum across Platform, Casino and Live.

  • In Spain, we expanded with both existing and new operators such as Cirsa and Gaming 1, respectively.

  • In Greece, we continued to benefit from the strength of the local market and growing demand from leading operators such as OPAP and Novibet.

  • In France, we secured a strategic partnership with Pari Mutuel Urbain (PMU), one of France's most prominent gaming operators, to supply Playtech's Poker network services and content.

These developments highlight the strength and scalability of Playtech's product suite across Europe, as well as our ability to cultivate long-term, value accretive partnerships with leading operators.

United Kingdom

UK revenues declined by 6% YoY (4% in constant currency) to €128.3 million in FY25. Overall performance reflected the impact of customer specific changes, including the insourcing of self-service betting terminals by one customer and reduced dedicated table activity from another in Live. While these factors created a temporary headwind, both transitions are now largely complete, providing a more stable platform for future growth initiatives in the UK market.

At the same time, the UK regulatory landscape continued to evolve in 2025, introducing a higher level of compliance and operating requirements for all market participants. Recent measures include the introduction of a statutory levy and online slot stake limits in Q2 2025, along with the increase in Remote Gaming Duty to 40% from April 2026 and the new 25% General Betting Duty on remote sports betting from April 2027.

Despite the increasingly challenging environment, the UK remains an important market for Playtech. Our market leading technology, data driven capabilities, and strong commitment to safer gambling position us well to support our partners and confidently navigate the evolving regulatory framework.

Rest of the World

Rest of the World revenue grew by 16%, driven by strong performance in the South African market across our key partners Hollywoodbets, Betway and Tsogo Sun Gaming.

Unregulated markets

The Group's strategy is to focus on regulated markets, while prioritising unregulated jurisdictions with a credible pathway towards future regulation.

Revenue from unregulated markets totalled €128.9 million in FY25, a decline of 17% YoY, primarily reflecting Brazil's reclassification as a regulated market from 1 January 2025. This shift demonstrates the impact of our proactive strategy to transition toward regulated revenue streams as markets evolve.

Regulatory momentum continues to develop across several jurisdictions, with New Zealand, Finland, Canada (Alberta), Ireland and the UAE all advancing legislative reforms that are expected to unlock new opportunities for licensed operators.

Together, these developments signal a growing pipeline of future regulated opportunities in which Playtech is well positioned to participate.

SaaS

Since launching in 2019, our SaaS business model has played an increasingly important role in diversifying the Group's revenue profile, enabling us to reach operators who do not utilise our PAM+ platform. SaaS revenues grew 48% YoY to €118.1 million in FY25, driven by strong adoption across a broad and growing customer base. Demand remained particularly strong in the US, Mexico, Spain and South Africa.

Product developments

In 2025, our strategic partnership with MGM Resorts International gained strong momentum, underscored by the expansion of our Live from Vegas offering. Building on the 2024 launch of live-streamed roulette and baccarat from Bellagio and MGM Grand in Las Vegas, we introduced a fully transparent, 24/7 broadcast studio situated prominently on the MGM Grand casino floor. The studio now delivers a wide selection of interactive table games including blackjack, roulette and baccarat to players in regulated markets outside of the United States, with several operators already live. The offering has expanded with the debut of Family Feud Live from Vegas - the first interactive game show broadcasted live from a Las Vegas casino floor, further strengthening our live entertainment portfolio.

Elsewhere, we continued to advance our One Casino strategy, strengthening the complementary nature between our Casino and Live Casino verticals and responding to growing demand for dedicated content featuring play that feels like Live. A good example is VZN Blackjack, an RNG based game that mirrors the look and feel of a Live table while eliminating the need for human dealers and video streaming. This approach enables faster gameplay, lower operating costs, and highly scalable, low stake deployment. We also

improved our long-established green screen technology to deliver studio grade visuals optimised for mobile and low bandwidth environments, enabling branded and tailored tables to be launched with significantly shorter lead times. At the same time, we broadened our offering by expanding our bespoke game development programme, releasing 25 exclusive Casino titles - double the number delivered in 2024.

Elsewhere in our Sports vertical, we strengthened product depth and scalability by extending Bet Builder functionality across all sports and brands. To deliver a more personalised Bet Builder experience, we integrated predictive analytics and machine learning into our proprietary data feeds and combined this intelligence with new AI-driven capabilities such as player level segmentation, real-time risk management, and a series of architecture upgrades designed to enhance performance and support future growth.

B2C

Following the disposal of Snaitech, Playtech's B2C business represents an area of lower focus for the Group. The division comprises primarily Sun Bingo and HAPPYBET, the latter of which is progressing through a wind-down process expected to complete in 2026. Overall, B2C revenues declined 20% to €78.5 million with Adjusted EBITDA losses narrowing to €6.2 million (FY24: loss of €7.3 million).

Sun Bingo and Other B2C

Revenue from Sun Bingo and other B2C activities declined by 16% to €66.3 million, with Adjusted EBITDA of €0.1 million (FY24: €4.5 million). The decline reflects the impact of stricter regulatory measures introduced in the UK in H2-24, including enhanced financial vulnerability and affordability checks, as well as tighter restrictions on promotional marketing and bonusing.

Following the UK government's November 2025 announcement of changes to online gambling taxation, Sun Bingo will be impacted by the increased 40% Remote Gaming Duty with effect from 1 April 2026. The Group has been evaluating the implications of this change and has subsequently impaired the Sun Bingo minimum guarantee prepayment on the balance sheet, as discussed in the CFO report below.

HAPPYBET

HAPPYBET revenues fell 35% in FY25 to €12.2 million. The planned wind-down of the business is anticipated to complete during 2026. Adjusted EBITDA losses narrowed to €6.3 million, compared to a loss of €11.8 million in FY24.

Following the agreement announced in May 2025 with NetX Betting Ltd., a subsidiary of the Frankfurt-listed operator pferdewetten.de AG, pferdewetten.de completed the transfer of selected HAPPYBET hardware assets and entered into contractual arrangements with relevant franchise partners. With this process now finalised, the Group will proceed with the wind-down of the remaining assets during 2026.

Sustainability and responsible business

2025 marked the final year of our five-year sustainability strategy and commitments. During the year, we made meaningful progress against our targets, delivering a number of key priorities.

We continued to strengthen our approach to safer gambling by expanding our technology and services offering. During the year, we expanded the uptake of Playtech Protect, with six new brands in the US, Brazil, and Ireland, bringing the total to 28 brands operating across 17 jurisdictions.

In parallel, we supported the development of responsible AI across our sector through strategic partnerships. This included a flagship partnership with UNLV's AiR Hub, where we became a founding member of an initiative dedicated to advancing responsible AI development and research into the risks, opportunities and societal impacts of AI in gambling.

We also advanced our environmental commitments, reducing carbon emissions by 47.8% against our 2018 baseline year. The Company's total energy consumption from renewable sources accounted for 46.0% vs 50.4% in 2024. These actions represent important steps in our transition towards a lower carbon operating model and our 2040 net-zero target.

Progress on inclusion remained a key focus, with female representation in leadership roles increasing to 32%, up from 23% in our baseline year and up from 30% in 2024. While we fell just short of our initial target of 35% by 2025, we remain firmly committed to advancing inclusion and to further increasing female representation in leadership roles.

Our efforts were recognised externally through inclusion in leading sustainability indices and benchmarks. In 2025, we were named a European Climate Leader in the Financial Times Leaders Award, ranked first in our sector in the FTSE Women Leaders report 2025 for female representation in executive leadership, received the ESG Seal (B2B Tier 1) from the Malta Gaming Authority for leadership in transparency and ethical practices, and were included in the TIME/Statista World's Most Sustainable Companies 2025 ranking.

I am proud of the progress we have made since setting out our 2025 sustainability commitments five years ago. In 2026, we will define our next five-year sustainability ambitions and roadmap, building on these foundations with renewed focus and energy to shape a more resilient future that delivers long-term value for our business, our customers, our colleagues and society.

Legal update

On 21 October 2025, Evolution AB identified Playtech Software Limited, a subsidiary of the Group, as a commissioning party behind a 2021 report prepared by Black Cube. On that date, Evolution AB publicly stated that it would amend its complaint to add Playtech Software Limited to the lawsuit. However, as at the date of approval of these financial statements, Evolution has not requested permission of the New Jersey Court to add any Group entity to the proceedings and no claim has been served on Playtech plc or any of its subsidiaries.

Per the Company's RNS on 21 October 2025, Playtech stands behind its decision to commission the report and disputes any allegations of unlawful conduct. Further details can be found in notes 7 and 29.

Chief Financial Officer's review Overview Group performance

Playtech's 2025 financial performance reflects the impact of the sale of Snaitech, which has transformed the Group into a B2B-focused business, and the revised agreement with Caliente Interactive (further details below).

As a result, total reported revenue for the year ended 31 December 2025 from continuing operations was €763.6 million (2024: €848.0 million), representing a 10% year-on-year (YoY) decrease. Adjusted EBITDA1 from continuing operations of €197.0 million (2024: €217.5 million) was 9% lower YoY. The declines in revenue and Adjusted EBITDA were as expected, primarily driven by the changes to the Caliente Interactive agreement.

As mentioned above, the following two events are noteworthy within the Group's reported financial performance in the year:

  • The completion of the Snaitech sale to Flutter Entertainment on 30 April 2025. The sale, for a total enterprise value of €2.3 billion in cash, resulted in net cash proceeds of €2.0 billion. The Group subsequently paid a special dividend to shareholders totalling €1.8 billion. Snaitech results for the current and prior periods have been presented as discontinued operations.
  • The revised strategic agreement with Caliente Interactive completed on 31 March 2025. Under the revised terms, Playtech now holds a 30.8% equity interest in Caliente Interactive, the new holding company of Caliplay, incorporated in the United States. The Group is no longer entitled to receive the additional B2B services fee2 (and has stopped providing the relevant services). However, Playtech is now, alongside other Caliente Interactive shareholders, entitled to receive dividends in USD. Caliente distributed dividends (not included in Adjusted EBITDA) totalling €45.7 million relating to the nine months in FY25 since the new agreement took effect, of which €33.0 million was during the year and the balance received post year end. The revised arrangements are detailed in Notes 7 and 20.

The completion of the Snaitech sale and the revised agreement with Caliente Interactive has prompted the Group to reassess how it measures its performance.

Playtech is now a predominantly pure-play B2B business, with limited remaining B2C presence. In addition, the Group also holds a portfolio of investments, with the return generated on these investments, namely Playtech's share of income from associates and dividends from equity investments, now considered to be significant.

While these numbers were largely immaterial in previous periods, Playtech's investment portfolio has become more material to the Group following both the revised Caliente Interactive agreement and the disposal of Snaitech in H1 2025. To better reflect the above, along with the Group's success in value creation from our strategic investments, our investment income (share of income from investments in associates and dividend income from equity investments) will now be included as a separate reporting segment to the B2B and B2C segments within Adjusted EBITDA. This provides greater transparency and insight for stakeholders and also aligns with how management measures the performance of the Group.

Adjusted EBITDA - by segment

2025

€'m

2024

€'m

B2B

141.4

222.0

B2C

(6.2)

(7.3)

Adjusted EBITDA from Operations

135.2

214.7

Investment Income

61.8

2.8

Group Adjusted EBITDA

197.0

217.5

B2B

B2B revenue was down 9% to €688.3 million in 2025 (2024: €754.3 million) and Adjusted EBITDA decreased 36% to €141.4 million (2024: €222.0 million), with performance primarily impacted by the revised Caliente Interactive agreement and the resulting reduction in the additional B2B services fee. Excluding the impact of the revised Caliente Interactive agreement, B2B revenue was up 1% year-on-year and B2B Adjusted EBITDA decreased by 10% year-on-year, reflecting higher general and administrative expenses and further investment into the Live vertical.

B2C

In our much smaller remaining B2C business, revenue decreased by 20% to €78.5 million (2024: €97.8 million), while Adjusted EBITDA losses narrowed to €6.2 million (2024: loss of €7.3 million). This performance reflects the challenging operating environment for Sun Bingo and Other B2C, which is predominantly UK based, as well as the decision taken by management to wind up the remaining operations of HAPPYBET.

Adjusted Investment Income

In terms of the investment segment, share of income from associates was €51.5 million (2024: loss of €0.5 million). The increase reflects the Group's income from our equity holding in Caliente Interactive of €54.5 million in 2025 (2024: €Nil), under the revised agreement, alongside the less material share of income or losses from our other investments.

Dividend income in 2025 totalled €10.3 million (2024: €3.3 million), comprising dividends received from Hard Rock Digital. These dividends are included within the Group's Adjusted EBITDA.

Total Adjusted EBITDA from investment income totalled €61.8 million in 2025 (2024: €2.8 million).

Adjusted and Reported Profit

Continuing operations

Adjusted profit before tax decreased by 31% to €71.2 million (2024: €102.8 million), predominantly driven by the lower Adjusted EBITDA.

Reported loss before tax was €128.6 million (2024: €9.4 million). The movement was primarily due to a reduction in reported EBITDA to a loss of €5.7 million (2024: profit of €127.2 million), driven by the impact on revenue of the updated Caliente Interactive agreement, impairment of the Sun Bingo prepayment, as well as an increase in administrative expenses. As previously disclosed, following the disposal of Snaitech, Playtech's senior team were allocated bonuses as a retention mechanism in 2025, which is the primary driver of higher administrative expenses compared to 2024.

Further, reported loss before tax was impacted by an unrealised fair value loss of derivative financial assets of €26.9 million (2024: gain of €61.5 million). This was offset by a significantly lower impairment of intangible assets, property plant and equipment and right of use assets to €20.9 million (2024: €120.2 million) mainly relating to the Bingo VF and Services Cash Generating Units (CGUs) as detailed in Note 19, with the prior year mostly relating to the full impairment of the Sports CGU.

Reported loss after tax was €169.5 million (2024: €136.5 million), with the tax movements detailed below.

Discontinued operations

The total reported and Adjusted EBITDA within discontinued operations of €83.8 million (2024: €231.1 million) and €92.4 million (2024:

€265.7 million) all relate to Snaitech.

Adjusted profit after tax from Snaitech decreased to €76.5 million (2024: €164.7 million). Within this, Adjusted EBITDA was 65% lower, totalling €92.4 million (2024: €265.7 million), noting that 2025 includes only four months of performance up to the disposal date of 30 April 2025, versus the full year in 2024. Depreciation and amortisation was €Nil compared to €52.9 million in 2024. In line with IFRS 5 -Non-Current Assets Held for Sale and Discontinued Operations, the accounting of depreciation and amortisation in relation to Snaitech assets ceased at the point they became classified as assets held for sale (September 2024). Tax was significantly lower at €16.3 million (2024: €50.9 million).

Reported profit after tax relating to Snaitech was €1,653.8 million (2024: €112.3 million), which includes a decrease in reported EBITDA to €83.8 million (2024: €231.1 million) as well as the profit on disposal of discontinued operations of €1,613.1 million (refer to Notes 9 and 25 for further detail).

Balance sheet, liquidity and financing

The Group continues to maintain a strong balance sheet. Adjusted gross cash including cash shown within assets held for sale but excluding the cash held on behalf of clients, progressive jackpots and security deposits, totalled €327.1 million at 31 December 2025 (2024: €304.9 million). The Group went from a net debt position of €142.8 million at 31 December 2024, to a net cash position of €28.5 million as at 31 December 2025, driven by a combination of the cash inflow from the Snaitech sale proceeds and receiving the outstanding

€33.0 million in H1 2025 following completion of the revised Caliente Interactive arrangements (held in escrow at 31 December 2024), and after the outflow of the special dividend payout. The year-end net cash position was achieved despite repurchasing approximately 8.3% of the Group's issued share capital in H2 2025 for a total consideration of €76.5 million.

Following a partial repayment in December 2024 of €200.0 million of the €350.0 million bond maturing in 2026, the Group repaid the remaining balance of €150.0 million in June 2025.

In March 2025, the Group signed an agreement for a revised €225.0 million 5-year revolving credit facility (RCF), which amended and replaced the prior €277.0 million RCF and became effective on completion of the Snaitech sale by Playtech Services (Cyprus) Limited on 30 April 2025.

Group summary (continuing operations)

2025

2024

€'m

€'m

B2B

688.3

754.3

B2C

78.5

97.8

B2B License fee - intercompany*

(3.2)

(4.1)

Total Group revenue from continuing operations

763.6

848.0

Adjusted costs

(629.3)

(633.3)

Share of income from associates

51.5

(0.5)

Other income

0.9

-

Dividend income from equity investments

10.3

3.3

Adjusted EBITDA from continuing operations

197.0

217.5

Reconciliation from EBITDA to Adjusted EBITDA:

EBITDA

(5.7)

127.2

Employee stock option expenses

16.0

4.7

Professional fees

1.1

22.3

Playtech incentive arrangements

87.6

36.0

Contract termination fees

-

24.0

Restructuring costs

10.7

-

R&D tax credit

(14.1)

-

Provision for loans receivable

8.8

-

Impairment of investment in associates

8.2

-

Impairment of Sun Bingo prepayment

52.9

-

Adjustment to Caliente Interactive share of income

1.8

-

Amortisation of intangible assets of investments in associates

29.7

3.3

Adjusted EBITDA

197.0

217.5

Adjusted EBITDA margin

26%

26%

* B2B license fees paid from the B2C divisions to B2B

The adjusting items between reported and Adjusted EBITDA from continuing operations are detailed in Note 11.

Reconciliation from Adjusted EBITDA to Free Cash Flow

As previously announced, the Group has set a medium-term target for Free Cash Flow of €70 to €100 million. The below table shows the reconciliation to Free Cash Flow, which was impacted by the fact that the Group, effective from April 2025, is no longer entitled to receive the additional B2B services fee from Caliente Interactive. In 2025 this totalled €10.0 million, compared to €80.6 million in 2024. The reduction was partially offset by the receipt of cash dividends from Caliente Interactive of €31.3 million before the year end.

Adjusted EBITDA

2025

€'m 197.0

2024

€'m 217.5

IFRS 16

(22.8)

(22.6)

Capital expenditure

(41.9)

(34.9)

Capitalised development costs

(44.5)

(46.7)

Net finance costs

(12.3)

(17.3)

Tax paid

(27.7)

(23.4)

Less: share of income from associates

(51.5)

0.5

Add: dividend income**

33.2

-

Free Cash Flow*

29.5

73.1

*Free Cash Flow calculated as Adjusted EBITDA less IFRS 16 operating leases, capex and capitalised development costs, net financing costs and normalised cash taxes paid. It also reflects any differences between dividends received from associates and the amounts recognised in the P&L as share of income from associates.

**Dividend income is recognised gross of withholding tax. The net cash dividend received in 2025 was €31.3 million from Caliente Interactive, and €0.2 million from other investments. The dividend withholding tax paid of €1.7 million is included in tax paid of €27.7 million in 2025. Note: dividends from the equity investment in Hard Rock Digital are included within Adjusted EBITDA.

Net cash dividends received from Caliente Interactive, post year-end, totalled $22.2 million (€19.1 million). Of these, $14.1 million (€12.1 million) related to profits generated in 2025, and if they had been received before the year end, the 2025 Free Cash Flow would have been €41.6 million.

Divisional performance

B2B

Constant

B2B revenue

2025

€'m

2024

€'m

Change

%

currency

%

- US and Canada

48.0

29.8

61%

71%

- Latin America

161.9

221.8

(27%)

(21%)

The Americas

209.9

251.6

(17%)

(10%)

Europe excluding UK

207.4

198.7

4%

4%

UK

128.3

136.2

(6%)

(4%)

Rest of the World

13.8

11.9

16%

16%

Regulated B2B revenue

559.4

598.4

(7%)

(4%)

Unregulated

128.9

155.9

(17%)

(17%)

Total B2B revenue

688.3

754.3

(9%)

(6%)

Overall, B2B revenues decreased by 9% (6% in constant currency), largely due to the decline in revenues from Latin America as a result of the revised agreement with Caliente Interactive. Regulated B2B revenues decreased by 7% (4% in constant currency), for the same reason, as well as a decline in the UK, offset in part by strong growth in the US and Canada. However, importantly, on an underlying basis, when excluding the impact of the revised agreement with Caliente Interactive, regulated B2B revenue was up 6% YoY driven by strong underlying performance in the Americas.

The US and Canada grew 61% (71% in constant currency), within which the US grew by nearly 100% YoY as the investments made over the past two years began delivering meaningful returns. The main growth contributors include DraftKings, Hard Rock Digital and Delaware North, reflecting strong execution against our strategy.

Latin America revenue declined 27% (21% in constant currency), primarily due to the impact of the revised Caliente Interactive agreement. Under the revised agreement, which came into effect on 31 March 2025, Playtech stopped receiving the additional B2B services fee from the start of Q2 2025 (and stopped providing the relevant services). In 2025, this fee contributed €10.0 million, a significant reduction compared to €80.6 million in 2024. The lower contribution in 2025 also reflects softer sporting outcomes for Caliente Interactive during Q1, which reduced the underlying revenue base used to calculate the fee owed to Playtech. Outside of Caliente Interactive in Mexico, regulated Latin America revenue was also affected by a decrease in revenues from Wplay in Colombia, following the introduction of VAT on player deposits, which was in effect from mid-February 2025 until the year end. This was partially offset by Brazil's reclassification as a regulated market from 1 January 2025. However, the underlying growth from Latin America was strong, with revenue up 8% YoY.

Revenues from Europe (excluding the UK) increased by 4% year-on-year. Strength in Poland, Spain and Greece was partially offset by softer retail sports sales in Ireland, due to a tough comparative in the prior year.

UK revenue decreased by 6% YoY, largely due to customer-specific changes, including the continued insourcing of self-service betting terminals by one operator and certain contractual changes with another. Although these factors weighed on performance in the period, both transitions are now largely complete.

Rest of the World revenue grew by 16%, driven by a strong performance in the South African market across our key partners Hollywoodbets, Betway and Tsogo Sun Gaming.

Unregulated revenue decreased by 17% versus 2024, largely due to the reclassification of Brazil as a regulated market from 1 January 2025.

The Group's SaaS business model has played an increasingly important role in diversifying the Group's revenue profile, enabling us to reach operators who do not utilise our PAM+ platform. SaaS revenues grew 48% year on year to €118.1 million in FY25, driven by strong adoption across a broad and growing customer base, particularly in the US, Mexico, Spain and South Africa.

Adjusted B2B costs

2025

€'m

2024

€'m

Change

%

Research and Development

118.7

113.7

4%

General and Administrative

107.2

91.0

18%

Sales and Marketing

20.0

20.0

0%

Operations

301.9

307.6

(2%)

B2B Costs

547.8

532.3

3%

B2B Revenue

688.3

754.3

(9%)

Other income

0.9

-

n/a

B2B Costs

(547.8)

(532.3)

3%

B2B Adjusted EBITDA from Operations

141.4

222.0

(36%)

B2B Adjusted EBITDA Margin

21%

29%

Research and Development (R&D) costs, which include employee-related costs and proportional office expenses, increased by 4% to

€118.7 million (2024: €113.7 million). This increase was driven by a decrease in capitalised costs and, instead, an increase in R&D expenses. Capitalised development costs represented 27.3% of total B2B R&D costs in 2025 (2024: 29.1%). The decline in the capitalisation ratio was primarily due to the full impairment of Bingo CGU in H1 2025 following which the capitalisation has stopped for the unit. Similarly, the Sports B2B CGU was fully impaired in H1 2024.

General and Administrative costs, which include certain employee-related costs, proportional office expenses, advisory and legal fees, and corporate costs such as audit, tax, and listing expenses, increased by 18% to €107.2 million (2024: €91.0 million). The increase primarily reflects certain non-recurring costs, higher professional fees and advisory costs including some legal expenses in 2025.

Sales and Marketing costs remained stable at €20.0 million (2024: €20.0 million).

Operations costs, which include infrastructure and operational project costs, IT and security expenses, general day-to-day operational costs (including certain employee and office-apportioned costs), and branded content fees, decreased by 2% to €301.9 million (2024:

€307.6 million). While the Group invested in the expansion of its Live studios, particularly in the Americas, operations costs decreased overall, with the reduction due to the 2024 bad debt provision in Asia of €12.4 million inflating the comparative, the termination of certain services, and changes to the Caliente Interactive contract.

B2B Adjusted EBITDA

Total B2B Adjusted EBITDA decreased by 36% to €141.4 million (2024: €222.0 million), while EBITDA margin decreased to 21% from 29% in in the prior year. Following a revised agreement with Caliente Interactive, Playtech is no longer entitled to receive the additional B2B services fee (and has stopped providing the relevant services) which previously came with a high contribution margin. Excluding the additional B2B services fee and its contribution to Adjusted EBITDA, the B2B Adjusted EBITDA margin was 19% (FY24: 22%).

Investment income

As outlined in Note 4 of the financial statements, following the completion of the Snaitech sale by Playtech Services (Cyprus) Limited (Note 25) and the completion of the Caliente Interactive transaction (Notes 7 and 20A), the Group has revisited how it assesses its performance. Playtech continues to be primarily a B2B operator, with limited B2C presence. However, the return generated on its investments, namely its share of profits from investments in associates and dividends from equity investments, is now considered to be significant. To better reflect this, along with the Group's success in value creation that result from its strategic investments, the share of profits from investments in associates and dividend income from equity investments will now be included in Adjusted EBITDA within 'investment income', a separate segment to the B2B and B2C segments. The breakdown of investment income is shown below, noting that the comparatives have also been adjusted in the income statement to reflect this change in accounting policy:

2025

€'m

2024

€'m

Caliente Interactive

54.5

-

LSports

0.7

2.9

Sporting News

(0.8)

(0.2)

Northstar

(3.9)

(3.2)

Algosport

1.0

-

Share of income from associates

51.5

(0.5)

Hard Rock Digital

10.3

3.2

Algosport

-

0.1

Dividends from equity investments

10.3

3.3

Total investment income

61.8

2.8

B2C

2025

€'m

2024

€'m

Change

%

Continuing operations

Sun Bingo and Other B2C

Revenue

66.3

78.9

(16%)

Costs

(66.2)

(74.4)

(11%)

Adjusted EBITDA

0.1

4.5

n/a

HAPPYBET

Revenue

12.2

18.9

(35%)

Costs*

(18.5)

(30.7)

(40%)

Adjusted EBITDA

(6.3)

(11.8)

47%

Total B2C Adjusted EBITDA

(6.2)

(7.3)

n/a

*Includes intercompany costs from Snaitech of €0.3 million (2024: €1.2 million)

Sun Bingo and Other B2C

Revenue from Sun Bingo and Other B2C decreased by 16% to €66.3 million (2024: €78.9 million). Operating costs declined 11% to €66.2 million (2024: €74.4 million), resulting in Adjusted EBITDA of €0.1 million (2024: €4.5 million). The performance reflects the impact of increased regulatory measures, including financial vulnerability and affordability checks, as well as tighter restrictions on promotional marketing and bonusing, resulting in a fall in player activity.

Adjusted EBITDA includes the unwinding of the minimum guarantee prepayment of €4.7 million in the current year (FY24: €5.3 million), recognised as an expense over the term of the renegotiated contract in 2019. However, following the UK Budget announcement in November 2025, which increased Remote Gaming Duty from 21% to 40% from April 2026, the long-term profitability outlook for Sun Bingo has materially deteriorated, and the business is no longer expected to generate sufficient profits to recover the related prepayment. As a result, the remaining balance of €52.9 million as at 31 December 2025 has been fully impaired. This impairment is not considered an ongoing cost of operations and has therefore been excluded from Adjusted EBITDA. For further details refer to Note 7.

HAPPYBET

Revenue from HAPPYBET decreased by 35% to €12.2 million (FY24: €18.9 million), with costs decreasing by 40% owing to the continued rationalisation of retail outlets in Germany and the closing down of the Austrian business in H2 2024. The business reduced Adjusted EBITDA losses by 47% to €6.3 million (2024: €11.8 million), ahead of its planned wind-down in 2026, for which the Group has recognised a relevant provision at 31 December 2025 amounting to €2.1 million to settle all contractual obligations.

Depreciation and amortisation

Depreciation (from continuing operations) decreased by 1% to €36.4 million (FY24: €36.7 million).

Adjusted amortisation (from continuing operations) excluding amortisation of acquired intangibles of €2.1 million (FY24: €6.2 million) decreased by 1% to €43.7 million (2024: €44.0 million). The remainder of the balance under depreciation and amortisation of €16.6 million (FY24: €17.3 million) relates to IFRS 16 Leases, namely the amortisation of the right-of-use asset.

Impairment of intangible assets

The reported impairment of intangible assets of €18.6 million (2024: €119.7 million) relates to the full impairment of the Bingo VF CGU of €5.1 million and a goodwill impairment within the Services CGU of €13.5 million. The reasons for the impairments arising in the current year are further explained in Note 19.

The comparative in 2024 of €119.7 million predominantly related to the full impairment of the Sports B2B and Quickspin CGUs of €96.3 million and €18.2 million, respectively.

Finance income and finance costs

Adjusted finance income (from continuing operations) amounted to €18.6 million, all comprising interest income, versus the prior year comparative (FY24: €26.9 million) comprising €19.7 million of interest income and €7.2 million of foreign exchange gains. In 2025, the Group recorded a foreign exchange loss of €12.9 million, which is presented within finance costs. FY25 interest income benefited from holding the majority of the cash proceeds from the Snaitech disposal from 30 April 2025 on deposit for a couple of months, while the FY24 figure included €7.5 million of interest income from Caliplay (FY25: €0.5 million) arising from the revised agreement.

Adjusted finance costs (from continuing operations), which includes interest payable on bonds and other borrowings, bank facility fees, bank charges, interest expense on lease liabilities, foreign exchange losses and expected credit losses on loan receivables, totalled

€47.7 million (FY24: €42.7 million). In 2025, the interest on the bonds reduced to €21.3 million (FY24: €34.0 million), as a result of repaying the €350.0 million bond (€200.0 million repaid in December 2024, and €150.0 million in June 2025). This reduction was offset by the aforementioned foreign exchange loss of €12.9 million, which was due to the significant depreciation of the USD against the EUR during 2025.

The difference between adjusted and reported finance income (from continuing operations) is the movement in the AUS GMTC PTY Ltd contingent consideration of €0.3 million (FY24: loss of €3.8 million).

Unrealised fair value changes

The unrealised fair value loss on derivative financial assets of €26.9 million (2024: gain of €61.5 million) is due to the movement in fair value of the Group's various call options which fall under the definition of derivatives within IFRS 9 Financial Instruments. The decrease is largely a result of an adverse foreign exchange movement attributable to the Playtech M&A Call option over Caliente Interactive, which was revalued at 31 March 2025, immediately before it was exercised. Refer to Notes 7 and 20 for further details.

The unrealised fair value gain of equity investments of €49.7 million (2024: gain of €51.1 million) is mostly driven by the uplift in the value of the Group's minority interest in Hard Rock Digital.

Further details on the fair value of the Group's various call options and equity investments are disclosed in Note 20.

Taxation

While the Group expected a tax credit of €32.2 million (based on the UK headline rate of tax for the period of 25%) on a reported loss before tax of €128.6 million from continuing operations, the Group incurred a reported tax charge of €40.9 million in 2025 (2024: reported tax charge of €127.1 million arising on a loss before tax of €9.4 million). The difference was due to several adjusting items, including a tax credit on unrealised fair value changes of derivative financial assets of €4.5 million, a notional tax charge on R&D tax credits of €3.2 million, and deferred tax charge on unrealised fair value changes of equity investments of €15.3 million.

The total adjusted tax expense from continuing operations is €27.0 million (2024: €41.0 million) which arises on an Adjusted Profit before tax from continuing operations of €71.2 million (2024: €102.8 million). This consists of an income tax expense of €27.4 million (2024:

€25.2 million) and a deferred tax credit of €0.4 million (2024: expense of €15.8 million). The Group's effective adjusted tax rate for continuing operations for the current period is 37.9%. This rate is higher than the UK headline rate for the period of 25%. The difference is due the current year tax losses not being recognised for deferred tax purposes, certain expenses not being deductible for tax purposes, and the Group generating profits from a mix of jurisdictions with differing rates of taxation.

Adjusted Profit

2025

2024

€'m

€'m

Reported loss from continuing operations

(169.5)

(136.5)

Employee stock option expenses

16.0

4.7

Professional fees

1.1

22.3

Playtech incentive arrangements

87.6

36.0

Contract termination fees

-

24.0

Restructuring costs

10.7

-

R&D tax credit

(14.1)

-

Provision for loans receivable

8.8

-

Impairment of investments

8.2

-

Impairment of Sun Bingo prepayment

52.9

-

Fair value changes and finance costs on contingent consideration

(0.3)

3.8

Fair value changes of equity instruments

(49.7)

(51.1)

Fair value changes of derivative financial assets

26.9

(61.5)

Adjustment to Caliente Interactive share of income

1.8

-

Amortisation of intangible assets on acquisitions and investments in associates

31.8

9.5

Impairment of intangible assets, property plant and equipment and right of use assets

20.9

120.2

(Reversal)/provision against asset held for sale

(1.5)

4.3

Profit on disposal of assets held for sale

(1.3)

Deferred tax on intangible assets on acquisitions

(0.1)

(8.0)

Release of brought forward deferred tax asset

-

30.9

Release of brought forward deferred tax asset on Group restructuring

-

26.1

Tax on unrealised fair value changes of derivative financial assets

(4.5)

10.9

Deferred tax on unrealised fair value changes of equity investments

15.3

12.9

Deferred tax asset recognised in respect of refundable tax credit relating to prior years

-

(6.5)

Income tax relating to prior years

-

19.8

Tax on R&D tax credit

3.2

-

Adjusted Profit from continuing operations

44.2

61.8

The reconciling items in the table above are further explained in Note 11 of the financial statements. Reported loss after tax (from continuing operations) was €169.5 million (2024: loss of €136.5 million) primarily due to a decrease in reported EBITDA and a lower fair value uplift of derivative financial assets and equity investments, partially offset by the decrease in CGU impairments. The prior year tax charge was also significantly higher as it included the release of brought forward deferred tax assets of €57.0 million, as expected utilisation fell outside the forecast period and therefore there was insufficient certainty that they would be recovered.

Adjusted EPS (in Euro cents)

2025

2024

Adjusted basic EPS from continuing operations

14.5

20.3

Adjusted diluted EPS from continuing operations

14.5

20.3

Basic EPS from profit attributable to the owners of the Company

486.6

(7.8)

Diluted EPS from profit attributable to the owners of the Company

486.6

(7.8)

Basic EPS from profit attributable to the owners of the Company from continuing operations

(55.6)

(44.6)

Diluted EPS from profit attributable to the owners of the Company from continuing operations

(55.6)

(44.6)

Basic EPS is calculated using the weighted average number of equity shares in issue during 2025 of 305.0 million (2024: 305.4 million). Diluted EPS also includes the dilutive impact of share options and is calculated using the weighted average number of shares in issue during 2025 of 310.4 million (2024: 311.7 million). In the current and prior periods, share options are anti-dilutive due to the fact that the Group is loss-making from continuing operations on a reported basis.

During H2 2025, Playtech repurchased approximately 8.3% of its equity capital via a €50 million share buyback programme and a €27 million one-off share repurchase.

Discontinued operations Snaitech

On 30 April 2025, Playtech Services (Cyprus) Limited, a Group company, completed the sale of Snaitech's immediate holding company, Pluto (Italia) S.p.A, to a subsidiary of Flutter Entertainment plc ("Flutter") for a total enterprise value of €2.3 billion in cash. As such, the performance for the four months ended 30 April 2025 of the Snaitech division has been classified as a discontinued operation with the comparatives also adjusted and shown in discontinued operations.

Snaitech revenues totalled €333.7 million (2024: €956.1 million), as 2025 includes four months of results compared to full year in 2024. Similarly, reported EBITDA totalled €83.8 million (2024: €231.1 million) and Adjusted EBITDA totalled €92.4 million (2024: €265.7 million). Adjusted EBITDA margin remained flat at 28% in both years.

Total Snaitech reported profit after tax from discontinued operations increased to €1,653.8 million from €112.3 million in 2024. Included in 2025 is a net profit on disposal of €1,613.1 million. Adjusted profit after tax totalled €76.5 million (2024: €164.7 million). The difference between reported and Adjusted EBITDA in 2025 was primarily the cash bonus payable to the Snaitech senior management team on completion of the Snaitech disposal, which is not included in Adjusted EBITDA as it is considered a one-off item.

Group cash flow statement analysis

Net cash from operating activities totalled €57.4 million from continuing and discontinued operations, per the table below:

2025 €'m

2024

€'m

Net cash (used in)/from operating activities from continuing operations

(9.3)

147.2

Net cash from operating activities from discontinued operations

66.7

243.9

Net cash from operating activities from total Group operations

57.4

391.1

Net cash used in operating activities, from continuing operations, of €9.3 million includes the following one-off cash outflows:

  • Playtech incentive arrangement payment of €79.5 million (see Note 11), which also includes amounts accrued at 31 December 2024

  • €19.8 million of income tax settled in H1 2025, which related to prior periods

  • Restructuring costs of €8.7 million (see Note 11); and

  • Fees of €8.8 million for the termination of certain contracts in Asia in 2024 (see Note 7).

    Cash generated from discontinued operations covers the four-month period to 30 April 2025, being the point when Snaitech disposal completed, versus a full year's worth of cashflow generation in the prior period. The current period also includes the cash bonus paid to Snaitech senior management team on completion of the sale, as per Note 9, of €40.4 million which also includes amounts that were accrued at 31 December 2024.

    Net cash inflows from investing activities totalled €1,956.6 million (FY24: outflow of €188.4 million), comprising the following key items:

  • €2,014.4 million cash proceeds from disposal of Snaitech, net of cash disposed;

  • €110.3 million (FY24: €115.8 million) used in the acquisition of property plant and equipment, intangibles and capitalised development costs, including €24.6 million used by Snaitech (FY24 €0.8 million);

  • €17.5 million of interest received (FY24: €22.9 million); and

  • Dividend income from Caliente Interactive and Hard Rock Digital of €43.5 million (FY24: €3.5 million).

    Net cash used in financing activities totalled €2,041.2 million (FY24: outflow of €266.0 million), comprising primarily the:

  • Dividend paid to shareholders of €1,766.2 million;

  • €76.5 million of share repurchases; and

  • Repayment of the 2019 Bond balance of €150.0 million in June 2025 (€200.0 million was repaid in December 2024).

    Balance sheet, liquidity and financing

    Cash

    2025

    2024

    €'m

    €'m

    Cash and cash equivalents (net of Expected Credit Loss) from continuing operations

    424.3

    268.1

    Cash and cash equivalents included in assets held for sale

    1.8

    185.9

    Total cash

    426.1

    454.0

    Cash held on behalf of clients, progressive jackpots and security deposits

    Cash held on behalf of clients, progressive jackpots and security deposits

    (99.0)

    (102.3)

    included in assets held for sale

    -

    (46.8)

    Adjusted gross cash and cash equivalents

    327.1

    304.9

    Bonds

    (298.6)

    (447.7)

    Gross debt

    (298.6)

    (447.7)

    Net cash / (debt)

    28.5

    (142.8)

    The Group continues to maintain a strong balance sheet with total cash and cash equivalents of €426.1 million at 31 December 2025 (31 December 2024: €454.0 million). Adjusted gross cash, which excludes the cash held on behalf of clients, progressive jackpots and security deposits, increased to €327.1 million as at 31 December 2025 (31 December 2024: €304.9 million).

    The total cash position at 31 December 2025 included cash of €1.8 million within IGS; the comparative was €185.9 million at 31 December 2024, which included cash within Snaitech and HAPPYBET. The increase in the cash held by continuing operations includes net proceeds from the Snaitech disposal of €2,014.4 million and the receipt of the outstanding €33.0 million in H1 2025 (held in escrow at 31 December 2024) following completion of the revised Caliente Interactive agreement, offset by payment of the special dividend, the retention bonuses paid to management, and the repayment of the bond.

    Investments in associates, equity investments and derivative financial assets

    Playtech's investment portfolio has become proportionately more material to the Group following both the revised Caliente Interactive agreement and the disposal of Snaitech in H1 2025. To better reflect this, the Group is disclosing, within Adjusted EBITDA, its share of income from investment in associates and dividend income from equity investments separately from its B2B and B2C operations, to provide greater transparency and insight for stakeholders.

    Below is a breakdown of the relevant assets as at 31 December 2025 and 31 December 2024, per the consolidated balance sheet:

    2025

    €'m

    2024

    €'m

    A. Investment in associates

    775.7

    76.4

    B. Other investments

    185.0

    152.1

    C. Derivative financial assets

    86.0

    895.0

    Total

    1,046.7

    1,123.5

    A. Investment in associates:

    2025

    €'m

    2024

    €'m

    Caliente Interactive

    708.7

    -

    LSports

    60.9

    65.6

    Other

    6.1

    10.8

    Total investment in equity accounted associates

    775.7

    76.4

    B. Other investments:

    2025

    €'m

    2024

    €'m

    Listed investments

    6.2

    11.1

    Investment in Hard Rock Digital

    178.8

    141.0

    Total other investments

    185.0

    152.1

    C. Derivative Financial Assets:

    2025

    2024

    €'m

    €'m

    Playtech M&A Call Option (Caliplay)

    -

    801.9

    Wplay

    75.6

    84.7

    Other

    10.4

    8.4

    Total derivative financial assets

    86.0

    895.0

    For further details, refer to Note 20 of the financial statements.

    Financing and net debt

    As 31 December 2025, the Group had the following borrowing facilities:

  • €300.0 million 2023 Bond (2024: €300.0 million) (5.875% coupon, maturity 2028) which was raised in June 2023;

  • Undrawn €225.0 million revolving credit facility (RCF) available until April 2030 (2024: previous undrawn RCF of €277.0 million).

On 26 March 2025, the Group signed a revised agreement for a €225.0 million 5-year RCF, which became effective on completion of the sale of Snaitech by Playtech Services Cyprus (Limited) and replaced the previous €277.0 million RCF.

The Bond for €350.0 million, which was originally raised in March 2019 (4.25% coupon, maturity 2026), was repaid early in two payments;

€200.0 million in December 2024 and €150.0 million in June 2025.

As at 31 December 2025, the Group was in a net cash position of €28.5 million (2024: net debt of €142.8 million).

Contingent and deferred consideration

Contingent consideration (excluding liabilities held for sale) decreased to €8.6 million (2024: €17.9 million) predominantly due to the payment of deferred consideration with regards to the LSports and Tenlot El Salvador options (refer to Note 30 of the financial statements). The existing liability as at 31 December 2025, which has since been settled in February 2026, related to the contingent consideration payable on the acquisition of AUS GMTC PTY Ltd.

Going concern assessment

In adopting the going concern basis in the preparation of the financial statements, the Group has considered the current trading performance, financial position and liquidity of the Group, the principal risks and uncertainties together with scenario planning and reverse stress tests completed for a period of no less than 15 months from the approval of these financial statements.

As per the going concern assessment under Note 2 of the financial statements, the Directors have a reasonable expectation that the Group will have adequate financial resources to continue in operational existence over the relevant going concern period and have therefore considered it appropriate to adopt the going concern basis of preparation in these financial statements.

1Adjusted numbers throughout relate to certain non-cash and one-off items. The Board of Directors believes that the adjusted results more closely represent the underlying trading performance of the continuing business. A full reconciliation between the reported and adjusted results is provided in Note 11 of the financial statements.

2Additional B2B services fee as explained in Note 6 of the 31 December 2025 audited financial statements is based on predefined revenue generated by each customer under each structured agreement, which is typically capped at a percentage of the profit (also defined in each agreement) generated by the customer.

*** Totals in tables throughout this statement may not exactly equal the components of the total due to rounding.

Consolidated statement of comprehensive income

For the year ended 31 December 2025

2025 2024 Actual Adjusted Actual Adjusted

Note

€'m

€'m 1

€'m2 €'m 1,2

Continuing operations

Revenue

10

763.6

763.6

848.0

848.0

Distribution costs before depreciation and amortisation

(520.3)

(516.3)

(553.0)

(527.2)

Administrative expenses before depreciation and amortisation

(229.8)

(110.3)

(156.7)

(95.5)

Impairment of Sun Bingo prepayment

(52.9)

-

-

-

Impairment of financial assets

(11.6)

(2.7)

(10.6)

(10.6)

Share of profit/(loss) from investment in associates

20A

20.0

51.5

(3.8)

(0.5)

Dividend income

20A, 20B

10.3

10.3

3.3

3.3

Other income

15.0

0.9

-

-

EBITDA

11

(5.7)

197.0

127.2

217.5

Depreciation and amortisation

(98.8)

(96.7)

(104.2)

(98.0)

Impairment of property, plant and equipment, intangible assets

17, 18,

and right of use assets

19

(20.9)

-

(120.2)

-

Reversal/(Provision) against asset held for sale

1.5

-

(4.3)

-

Profit on disposal on the sale of asset held for sale

25B, 25C

1.3

-

-

-

Loss on disposal of property, plant and equipment and

intangible assets

-

-

(0.9)

(0.9)

Finance income

13A

18.9

18.6

26.9

26.9

Finance costs

13B

(47.7)

(47.7)

(46.5)

(42.7)

Unrealised fair value changes of equity investments

20B

49.7

-

51.1

-

Unrealised fair value changes of derivative financial assets

20C

(26.9)

-

61.5

-

Profit/(Loss) before taxation from continuing operations

11

(128.6)

71.2

(9.4)

102.8

Income tax expense

11, 14

(40.9)

(27.0)

(127.1)

(41.0)

Profit/(Loss) after taxation from continuing operations

11

(169.5)

44.2

(136.5)

61.8

Profit from discontinued operations, net of tax

9

1,653.8

76.5

112.3

164.7

Profit/(Loss) for the year - total

1,484.3

120.7

(24.2)

226.5

Other comprehensive (loss)/income:

Items that are or may be classified subsequently to profit or loss:

Exchange (loss)/gain arising on translation of foreign operations

(89.3)

(89.3)

12.7

12.7

Other comprehensive (loss)/income for the year

(89.3)

(89.3)

12.7

12.7

Total comprehensive income/(loss) for the year

1,395.0

31.4

(11.5)

239.2

Profit/(Loss) for the year attributable to the owners of the

Company

Owners of the Company

1,484.2

120.6

(23.9)

226.8

Non-controlling interests

0.1

0.1

(0.3)

(0.3)

1,484.3

120.7

(24.2)

226.5

Total comprehensive income/(loss) attributable to the

owners of the Company

Owners of the Company

1,394.9

31.3

(11.2)

239.5

Non-controlling interests

0.1

0.1

(0.3)

(0.3)

1,395.0

31.4

(11.5)

239.2

Earnings per share attributable to the ordinary equity

holders of the Company

Profit or loss - total

Basic (cents)

15

486.6

39.5

(7.8)

74.3

Diluted (cents)

15

486.6

39.5

(7.8)

74.3

Profit or loss from continuing operations

Basic (cents)

15

(55.6)

14.5

(44.6)

20.3

Diluted (cents)

15

(55.6)

14.5

(44.6)

20.3

  1. The Board of Directors believes that the adjusted results more closely represent the underlying trading performance of the continuing business. A full reconciliation between the actual and adjusted results is provided in Note 11.

  2. Comparative information has been restated due to change in accounting policy. Further details are provided in Note 4.

Consolidated statement of changes in equity

For the year ended 31 December 2025

Additional

Employee

Employee

Foreign

Total attributable to equity

Non-

paid in

termination

Retained

Benefit

exchange

holders of

controlling

capital

indemnities

earnings

Trust

reserve

Company

interests

Total equity

€'m

€'m

€'m

€'m

€'m

€'m

€'m

€'m

Balance at 1 January 2024 611.8

0.4

1,234.5

(17.8)

(7.4)

1,821.5

-

1,821.5

Total comprehensive

income/(loss) for the year

Loss for the year -

-

(23.9)

-

-

(23.9)

(0.3)

(24.2)

Other comprehensive income for the

year -

-

-

-

12.7

12.7

-

12.7

Total comprehensive

income/(loss) for the year -

-

(23.9)

-

12.7

(11.2)

(0.3)

(11.5)

Transactions with the owners of

the Company

Contributions and distributions

Exercise of options -

-

(9.1)

9.1

-

-

-

-

Equity-settled share-based payment

charge -

-

5.3

-

-

5.3

-

5.3

Total contributions and

distributions -

-

(3.8)

9.1

-

5.3

-

5.3

Acquisition of subsidiary with non-

controlling interests -

-

-

-

-

-

(0.2)

(0.2)

Total changes in ownership

interests -

-

-

-

-

-

(0.2)

(0.2)

Total transactions with owners of

the Company -

-

(3.8)

9.1

-

5.3

(0.2)

5.1

Balance at 31 December 2024/1

January 2025 611.8

0.4

1,206.8

(8.7)

5.3

1,815.6

(0.5)

1,815.1

Total comprehensive

income/(loss) for the year

Profit for the year -

-

1,484.2

-

-

1,484.2

0.1

1,484.3

Transfer from employee termination

indemnities to retained earnings -

(0.4)

0.4

-

-

-

-

-

Other comprehensive loss for the

year -

-

-

-

(89.3)

(89.3)

-

(89.3)

Total comprehensive

income/(loss) for the year -

(0.4)

1,484.6

-

(89.3)

1,394.9

0.1

1,395.0

Transactions with the owners of

the Company

Contributions and distributions

Dividends -

-

(1,766.2)

-

-

(1,766.2)

-

(1,766.2)

Share buyback -

-

-

(76.5)

(76.5)

-

(76.5)

Exercise of options -

-

(6.6)

6.6

-

-

-

-

Equity-settled share-based payment

charge -

-

16.8

-

-

16.8

-

16.8

Total contributions and

distributions

-

-

(1,756.0)

(69.9)

-

(1,825.9)

-

(1,825.9)

Total transactions with owners of

the Company

-

-

(1,756.0)

(69.9)

-

(1,825.9)

-

(1,825.9)

Balance at 31 December 2025

611.8

-

935.4

(78.6)

(84.0)

1,384.6

(0.4)

1,384.2

Consolidated balance sheet

As at 31 December 2025

2025

2024

Note

€'m

€'m

ASSETS

Property, plant and equipment

17

95.6

93.9

Right of use assets

18

31.1

34.0

Intangible assets

19

295.0

314.1

Investments in associates

20A

775.7

76.4

Other investments

20B

185.0

152.1

Derivative financial assets

20C

86.0

895.0

Deferred tax asset

32

17.2

16.6

Trade receivables

22

6.6

-

Other non-current assets

21

93.8

147.0

Non-current assets

1,586.0

1,729.1

Trade receivables

22

133.2

141.6

Other receivables

23

54.1

85.8

Inventories

1.9

6.9

Cash and cash equivalents

24

424.3

268.1

613.5

502.4

Assets classified as held for sale

25

8.0

1,066.4

Current assets

621.5

1,568.8

TOTAL ASSETS

2,207.5

3,297.9

EQUITY

Additional paid in capital

611.8

611.8

Employee termination indemnities

-

0.4

Employee Benefit Trust

(78.6)

(8.7)

Foreign exchange reserve

(84.0)

5.3

Retained earnings

935.4

1,206.8

Equity attributable to equity holders of the Company

1,384.6

1,815.6

Non-controlling interests

(0.4)

(0.5)

TOTAL EQUITY

26

1,384.2

1,815.1

LIABILITIES

Bonds

28

298.6

447.7

Lease liability

18

21.5

26.5

Deferred revenues

5.7

1.1

Deferred tax liability

32

32.9

19.2

Non-current income tax payable

4.4

-

Deferred and contingent consideration

30

-

9.8

Other non-current liabilities

33

21.5

15.1

Non-current liabilities

384.6

519.4

Trade payables

31

52.0

61.6

Lease liability

18

17.2

19.8

Progressive operators' jackpots and security deposits

24

97.5

99.8

Client funds

24

1.5

2.5

Income tax payable

44.8

45.0

Gaming and other taxes payable

4.9

4.8

Deferred revenues

16.9

5.8

Deferred and contingent consideration

30

8.6

8.1

Provisions for risks and charges

29

2.1

-

Other payables

33

188.8

210.8

434.3

458.2

Liabilities directly associated with assets classified as held for sale

25

4.4

505.2

Current liabilities

438.7

963.4

TOTAL LIABILITIES

823.3

1,482.8

TOTAL EQUITY AND LIABILITIES

2,207.5

3,297.9

The consolidated financial statements were approved by the Board and authorised for issue on 26 March 2026.

Mor Weizer Chris McGinnis

Chief Executive Officer Chief Financial Officer

Consolidated statement of cash flows

For the year ended 31 December 2025

2025

2024

Note

€'m

€'m

CASH FLOWS FROM OPERATING ACTIVITIES

Profit/(Loss) for the year

1,484.3

(24.2)

Adjustments to reconcile net income to net cash provided by operating activities (see below)

(1,379.2)

452.7

Net taxes paid

(47.7)

(37.4)

Net cash from operating activities

57.4

391.1

CASH FLOWS FROM INVESTING ACTIVITIES

Loans granted

21

(14.8)

(28.1)

Loans repaid

21

6.9

2.8

Interest received on loans receivable

21

0.2

-

Interest received

17.3

22.9

Dividend income

20A, 20B

43.5

3.5

Acquisition of subsidiaries/assets under business combinations, net of cash acquired

-

(12.0)

Acquisition of property, plant and equipment

(45.8)

(62.3)

Acquisition of intangible assets

(19.2)

(44.7)

Capitalised development costs

(45.3)

(48.8)

Acquisition of investment in associates

20A

(6.6)

(18.9)

Acquisition of investments at fair value through profit or loss

20C

(1.1)

(4.9)

Proceeds from the sale of property, plant and equipment and intangible assets

1.2

2.1

Proceeds from disposal of Snaitech, net of cash disposed

25A

2,014.4

-

Proceeds from disposal of assets held for sale

25B, 25C

5.9

-

Net cash from/(used in) investing activities

1,956.6

(188.4)

CASH FLOWS FROM FINANCING ACTIVITIES

Dividends paid to the equity holders of the parent company

26D

(1,766.2)

-

Share buyback

26B

(76.5)

-

Interest paid on bonds and loans and borrowings

(22.3)

(35.0)

Repayment of 2019 Bond

28

(150.0)

(200.0)

Payment of contingent consideration

(0.7)

(0.5)

Principal paid on lease liability

(21.9)

(25.8)

Interest paid on lease liability

(3.6)

(4.7)

Net cash used in financing activities

(2,041.2)

(266.0)

DECREASE IN CASH AND CASH EQUIVALENTS

(27.2)

(63.3)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

454.4

516.6

Exchange (loss)/gain on cash and cash equivalents

(1.0)

1.1

CASH AND CASH EQUIVALENTS AT END OF YEAR

426.2

454.4

Cash and cash equivalents consists of:

Cash and cash equivalents - continuing operations

24

424.4

268.5

Cash and cash equivalents - treated as held for sale

24, 25

1.8

185.9

426.2

454.4

ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED FROM

OPERATING ACTIVITIES

Income and expenses not affecting operating cash flows:

Depreciation on property, plant and equipment

17

36.4

48.9

Amortisation of intangible assets

19

45.8

109.0

Amortisation of right of use assets

18

18.2

23.3

Capitalisation of amortisation of right of use assets

(0.7)

(1.2)

Impact on early termination of lease contracts

(1.1)

(0.3)

Share of (profit)/loss from associates

20A

(20.0)

3.8

Expected credit loss on Northstar financial guarantee

20A

4.5

-

Impairment and expected credit losses on loans receivable

11.7

2.6

Impairment of intangible assets, property, plant and equipment and right of use assets

17,18,19

20.9

120.2

Impairment of investment in associates

20A

8.2

-

(Reversal)/Provision against assets held for sale

(1.5)

4.3

Profit on disposal of assets held for sale

25B, 25C

(1.3)

-

Profit on disposal of Snaitech

25A

(1,613.1)

-

Impairment of Sunbingo prepayment

7

52.9

-

Changes in fair value of equity investments

20B

(49.7)

(51.1)

Changes in fair value of derivative financial assets

20C

26.9

(61.5)

Dividend income

20A, 20B

(10.3)

(3.3)

Interest on bonds and loans and borrowings

21.4

34.0

Interest on lease liability

3.6

4.7

Interest income on loans receivable

21

(4.2)

(3.3)

Interest income from banks and other

(17.3)

(24.5)

Income tax expense

84.4

173.1

Changes in equity-settled share-based payment

16.8

5.3

Movement in contingent consideration

(0.3)

3.8

Unrealised exchange loss/(gain)

10.0

(5.7)

Loss on disposal of property, plant and equipment and intangible assets

0.2

0.6

Changes in operating assets and liabilities:

Change in trade receivables

16.8

(15.1)

Change in other receivables

20.8

(24.0)

Change in inventories

1.7

(0.7)

Change in trade payables

(20.2)

19.4

Change in progressive operators, jackpots and security deposits

(1.9)

1.9

Change in client funds

(1.1)

(5.6)

Change in other payables

(57.9)

93.1

Change in provisions for risks and charges

2.8

(0.7)

Change in deferred revenues

17.4

1.7

(1,379.2)

452.7

Notes to the financial statements Note 1 - General

Playtech plc (the "Company") is an Isle of Man company. Effective from 1 October 2025 the registered office is located at 4 Christian Road, Douglas, Isle of Man, IM1 2SD (previously at St George's Court, Upper Church Street, Douglas, Isle of Man IM1 1EE). Playtech plc is managed and controlled in the UK and, as a result, is UK tax resident.

Note 2 - Basis of accounting

This financial information does not constitute the Group's or Company's statutory accounts for the years ended 31 December 2025 or 2024 but is derived from those accounts. The auditor has reported on those accounts; their reports were (i) unqualified and (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report. The financial information has been prepared in accordance with the UK-adopted International Accounting Standards (IAS).

Details of the Group's accounting policies are included in Notes 3 to 6.

Going concern basis

In adopting the going concern basis in the preparation of the financial statements, the Directors have considered the current trading performance, financial position and liquidity of the Group, the principal and emerging risks and uncertainties together with scenario planning and reverse stress tests. The Directors have assessed going concern over a 15-month period to 30 June 2027 which aligns with the six-monthly covenant measurement period.

31 December

31 December

2025

€'m

2024

€'m

Cash and cash equivalents (net of expected credit loss)

424.3

268.1

Cash and cash equivalent included in assets held for sale

1.8

185.9

Total cash

426.1

454.0

Cash held on behalf of clients, progressive jackpots and security deposits

(99.0)

(102.3)

Cash held on behalf of clients, progressive jackpots and security deposits included in asset held for sale

-

(46.8)

Adjusted gross cash and cash equivalents

327.1

304.9

The increase in adjusted gross cash and cash equivalents from €304.9 million at 31 December 2024 to €327.1 million at 31 December 2025 is a combination of the cash inflow from the Snaitech sale proceeds and receiving the outstanding €33.0 million in H1 2025 following completion of the revised Caliente Interactive arrangements (held in escrow at 31 December 2024), and after the outflow of the special dividend payout. The year-end net cash position was achieved despite repurchasing approximately 8.3% of the Group's issued share capital in H2 2025 for a total consideration of €76.5 million and the repayment of the outstanding €150.0 million of the original €350.0 million 2019 Bond (of which €200.0 million was also repaid in December 2024).

The Directors have reviewed liquidity and covenant forecasts for the Group and have also considered sensitivities in respect of potential downside scenarios, reverse stress tests and the mitigating actions available to management. The modelling of downside stress test scenarios assessed if there is a significant risk to the Group's liquidity and covenant compliance position. This includes risks such as not realising budgets/forecasts across certain markets and reduced dividends from Caliente Interactive and Hard Rock Digital. The Directors have also considered potential other exposures relating to provisions and contingent liabilities.

The Group's principal financing arrangements as at 31 December 2025 include an amended revolving credit facility (RCF) of up to

€225.0 million, which as at 31 December 2025 remains fully undrawn, as well as the 2023 Bond of €300.0 million, which is repayable in June 2028.

On 26 March 2025, the Group signed an agreement for the amended €225.0 million 5-year RCF facility, which has become effective given the conditions met on the completion of the Snaitech sale and therefore has replaced the previous €277.0 million RCF facility effective from 30th April 2025.

The amended RCF is subject to certain financial covenants which are tested every six months on a rolling 12-month basis, as set out in Notes 27 and 28. Under the amended RCF, the below covenant ratios have not changed. As at 31 December 2025, the Group comfortably met its covenants, which were as follows:

  • Leverage: Net Debt/Bank Adjusted EBITDA to be less than 3.5:1 for the year ended 31 December 2025

  • Interest cover: Bank Adjusted EBITDA/Interest to be over 4:1 for the year ended 31 December 2025

    The Bank Adjusted EBITDA used to calculate the RCF covenants is defined in Note 27. The remaining Bond only has one financial covenant, being the Fixed Charge Coverage Ratio, which should equal or be greater than 2:1. To calculate this, the Bank Adjusted EBITDA is used, after adding back income statement charges relating to IFRS16.

    If the Group's results and cash flows are in line with its base case projections as approved by the Board, it would not be in breach of the financial covenants for a period of no less than 15 months from approval of these financial statements (the "relevant going concern period"). This period covers the bank reporting requirements for June 2026, December 2026 and June 2027 and is the main reason

    why the Directors selected a 15-month period of assessment. Under the base case scenario, the Group would not need to utilise its RCF facility over the going concern period.

    Stress test

    The stress test assumes a worst-case scenario for the entire Group which includes additional sensitivities around USA, Latin America and dividend income from its investments in Caliente Interactive and Hard Rock Digital, but with mitigations available (including capital expenditure reductions) if needed.

    Under this scenario, the Group would still comfortably meet its covenants. From a liquidity perspective the Group would still not need to utilise the RCF.

    Reverse stress test

    The reverse stress test was used to identify the reduction in Bank Adjusted EBITDA required that could result in either a liquidity event or breach of the RCF and bond covenants.

    As a result of completing this assessment, without considering further mitigating actions, management considered the likelihood of the reverse stress test scenario arising to be remote. In reaching this conclusion, management considered the following:

  • Current trading is aligned with the base case;

  • Bank Adjusted EBITDA (as Adjusted in respect of IFRS 16 for the Bond covenant) would have to fall by 82% in the year ending 31 December 2026 and 84% in the 12 months to June 2027, compared to the base case, to cause a breach of covenants; and

  • In the event that revenues decline to this point to drive the decrease above, additional mitigating actions are available to management which have not been factored into the reverse stress test scenario.

    As such, the Directors have a reasonable expectation that the Group will have adequate financial resources to continue in operational existence over the relevant going concern period and have therefore considered it appropriate to adopt the going concern basis in preparing these financial statements.

    Note 3 - Functional and presentation currency

    These consolidated financial statements are presented in Euro, which is the Company's functional currency. The main functional currencies for subsidiaries includes Euro, United States Dollar and British Pound. All amounts have been rounded to the nearest million, unless otherwise indicated.

    Note 4 - Change in accounting policy

    Following the completion of the Snaitech sale (Note 25A) by Playtech Services (Cyprus) Limited (a subsidiary of the Playtech Group which sold the shares in Snaitech's immediate holding company, Pluto (Italia) S.p.A) and the completion of the Caliente Interactive transaction (Note 7 and 20A), the Group has revisited how it assesses its performance. Playtech continues to be primarily a B2B operator, with limited B2C presence. However, the return generated on its investments, namely its share of profits from investments in associates and dividends from equity investments, is now considered to be significant. To better reflect this, along with the Group's success in value creation that result from its strategic investments, the share of profits from investments in associates and dividend income from equity investments will now be included within Actual and Adjusted EBITDA, as a separate segment to the B2B and B2C segments. Previously, these amounts were presented below Actual EBITDA and were not included in the adjusted numbers. While these numbers were largely immaterial in the prior year, Playtech adjusted the results in the year ended 31 December 2024 income statement to reflect the change in accounting policy.

    Below is a summary of the impact of the change in accounting policy for the previous period:

    As

    previously reported

    Adjustments

    As restated

    For the year ended 31 December 2024

    €'m

    €'m

    €'m

    Actual

    Continuing operations

    Revenue

    848.0

    -

    848.0

    Distribution and administrative expenses before depreciation and amortisation

    (709.7)

    -

    (709.7)

    Impairment of financial assets

    (10.6)

    -

    (10.6)

    Share of loss from investment in associates

    -

    (3.8)

    (3.8)

    Dividend income

    -

    3.3

    3.3

    EBITDA

    127.7

    (0.5)

    127.2

    Other expenses

    (117.0)

    -

    (117.0)

    Finance income

    30.2

    (3.3)

    26.9

    Finance costs

    (46.5)

    -

    (46.5)

    Share of loss from associates

    (3.8)

    3.8

    -

    Loss before taxation from continuing operations

    (9.4)

    -

    (9.4)

    Income tax expense

    (127.1)

    -

    (127.1)

    Loss after taxation from continuing operations

    (136.5)

    -

    (136.5)

    Profit from discontinued operations, net of tax

    112.3

    -

    112.3

    Loss for the year - total

    (24.2)

    -

    (24.2)

    As

    previously reported

    Adjustments

    As restated

    For the year ended 31 December 2024

    €'m

    €'m

    €'m

    Adjusted

    Continuing operations

    Revenue

    848.0

    -

    848.0

    Distribution and administrative costs before depreciation and amortisation

    (622.7)

    -

    (622.7)

    Impairment of financial assets

    (10.6)

    -

    (10.6)

    Share of loss from investment in associates

    -

    (0.5)

    (0.5)

    Dividend income

    -

    3.3

    3.3

    EBITDA

    214.7

    2.8

    217.5

    Other expenses

    (98.9)

    -

    (98.9)

    Finance income

    30.2

    (3.3)

    26.9

    Finance costs

    (42.7)

    -

    (42.7)

    Share of loss from associates

    (3.8)

    3.8

    -

    Profit before taxation from continuing operations

    99.5

    3.3

    102.8

    Income tax expense

    (41.0)

    -

    (41.0)

    Profit after taxation from continuing operations

    58.5

    3.3

    61.8

    Profit from discontinued operations, net of tax

    164.7

    -

    164.7

    Profit for the year - total

    223.2

    3.3

    226.5

    Note 5 - Accounting standards issued but not yet effective

    A number of new standards are effective for annual periods beginning after 1 January 2026 and earlier application is permitted. However, the Group has not early adopted the following new or amended accounting standards in preparing these consolidated financial statements.

    New standards, interpretations and amendments not yet effective

    There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early.

    Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7).

    These amendments are effective for the annual reporting period beginning 1 January 2026.

    The amendments introduce clarifications to the timing of recognition and derecognition of financial assets and liabilities, refine the guidance for assessing contractual cash flow characteristics of financial assets and outline additional considerations for non-recourse financial assets and contractually linked instruments.

    The Group has performed a preliminary assessment of the amendments and concluded that these are not expected to have a material impact on the measurement of financial liabilities.

    The primary effect relates to the classification of balances held with payment processors, which currently form part of cash and cash equivalents. Under the amendments, these balances will no longer qualify as cash equivalents and will be presented within other receivables.

    If the amendments were early adopted, the quantitative impact as at 31 December 2025 would be €3.6 million. There is no in the profit or loss, total assets or total equity.

    The Group has elected to apply the modified retrospective basis, recognising the cumulative effect as an opening balance adjustment as at 1 January 2026. As permitted by the amendments, comparative information will not be restated.

    The Group does not anticipate any other material impact arising from the amendments under IFRS 9 and IFRS 7.

    IFRS 18 Presentation and Disclosure in Financial Statements

    IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods beginning on or after 1 January 2027. The new standard introduces the following key new requirements:

  • Entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to present a newly defined operating profit subtotal. Entities' net profit will not change.

  • Management-defined performance measures (MPMs) are disclosed in a single note in the financial statements.

  • Enhanced guidance is provided on how to group information in the financial statements.

    In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method. The Group is currently assessing the effect of this new standard.

    The Group is still in the process of assessing the impact of the new accounting standard, particularly with respect to the structure of the statement of profit or loss, the statement of cash flows and the additional disclosure required for MPMs.

    Note 6 - Material accounting policies

    The Group has consistently applied the following accounting policies to all periods presented in the consolidated financial statements, except if mentioned otherwise.

    1. Basis of consolidation
      1. Business combinations

        The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.

        The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill arising is tested for impairment at least annually, or more frequently if there are indicators of impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.

        Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured, and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss. A contingent consideration arrangement in which the contingent payments are forfeited if employment is terminated is compensation for the post-combination services and is not included in the calculation of the consideration and recognised as employee-related costs.

        Cash payments arising from settlement of contingent consideration and redemption liability are disclosed in financing activities in the consolidated statement of cash flows.

        When a business combination is achieved in stages, the Group's previously held interests in the acquired entity are remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to the profit or loss, where such treatment would be appropriate if that interest were disposed of.

      2. Subsidiaries

        Subsidiaries are entities controlled by the Group. Control is achieved when the Group:

  • has power over the entity;

  • is exposed, or has rights, to variable return from its involvement with the entity; and

  • has the ability to use its power over the entity to affect its returns.

    The Group reassesses whether or not it controls an entity if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

    When the Group has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Group considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:

  • the size of the Group's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

  • potential voting rights held by the Company, other vote holders or other parties;

  • rights arising from other contractual arrangements; and

  • any additional facts and circumstances that indicate that the Group has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders' meetings.

    Where the Group holds a currently exercisable call option, the rights arising as a result of the exercise of the call option are included in the assessment above of whether the Group has control.

    The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

    1. Non-controlling interests

      NCI are measured initially at their proportionate share of the acquiree's identifiable net assets at the date of the acquisition. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

    2. Investments in associates and equity call options

      An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

      The considerations made in determining significant influence or joint control are similar to those necessary to determine control over subsidiaries. In the consolidated financial statements, the Group's investments in associates are accounted for using the equity method of accounting.

      Under the equity method, the investment in an associate or a joint venture is carried in the consolidated balance sheet at cost plus post-acquisition changes in the Group's share of the net assets of the associate. The Group's share of the results of the associate is included in the profit or loss. Losses of the associate or joint venture in excess of the Group's cost of the investment are recognised as a liability only when the Group has incurred obligations on behalf of the associate.

      On acquisition of the investment, any difference between the cost of the investment and share of the associate's identifiable assets and liabilities is accounted for as follows:

  • Any premium paid is capitalised and included in the carrying amount of the associate.

  • Any excess of the share of the net fair value of the associate's identifiable assets and liabilities over the cost of the investment is included as income in the determination of the share of the associate's profit or loss in the period in which the investment is acquired.

    Any intangibles identified and included as part of the investment are amortised over their assumed useful economic life. Where there is objective evidence that the investment in an associate may be impaired, the carrying amount of the investment is tested for impairment in the same way as other non-financial assets.

    The aggregate of the Group's share of profit or loss of an associate is shown on the face of profit or loss outside operating profit and represents profit or loss before tax. The associated tax charge is disclosed in income tax.

    The Group recognises its share of any changes in the equity of the associate through the consolidated statement of changes in equity. Profits and losses resulting from transactions between the Group and the associate are eliminated to the extent of the Group's interest in the associate.

    The Group applies equity accounting only up to the date an investment in associate meets the criteria for classification as held for sale. From then onwards, the investment is measured at the lower of its carrying amount and fair value less costs to sell.

    When potential voting rights or other derivatives containing potential voting rights exist, the Group's interest in an associate is determined solely on the basis of existing ownership interests and does not reflect the possible exercise or conversion of potential voting rights and other derivative instruments unless there is an existing ownership interest as a result of a transaction that currently gives it access to the returns associated with an ownership interest. In such circumstances, the proportion allocated to the entity is determined by taking into account the eventual exercise of those potential voting rights and other derivative instruments that currently give the entity access to the returns. When instruments containing potential voting rights in substance currently give access to the returns associated with an ownership interest in an associate or a joint venture, the instruments are not subject to IFRS 9 and equity accounting is applied. In all other cases, instruments containing potential voting rights in an associate or a joint venture are accounted for in accordance with IFRS 9.

    A derivative financial asset is measured under fair value per IFRS 9. In the case where there is significant influence over the investment under which Playtech holds the derivative financial asset, it should be accounted for under IAS 28 Investment in Associate. However, if the option is not currently exercisable and there is no current access to profits, the option is fair valued without applying equity accounting to the investment in associate.

    Derivatives are recorded at fair value and classified as assets when their fair value is positive and as liabilities when their fair value is negative. Subsequently, derivatives are measured at fair value.

      1. Equity investments held at fair value

        All equity investments in scope of IFRS 9 are measured at fair value in the balance sheet. Fair value changes are recognised in profit or loss. Fair value is based on quoted market prices (Level 1). Where this is not possible, fair value is assessed based on alternative methods (Level 3).

      2. Transactions eliminated on consolidation

        Intra-group balances and transactions are eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

    1. Foreign currency
      1. Foreign currency transactions

        Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the exchange rates at the dates of the transactions.

        Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognised in profit or loss and presented within finance costs.

      2. Foreign operations

        On consolidation, the assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into Euro using the exchange rates at the reporting date and profit or loss items are translated into Euro at the end of each month at the average exchange rate of the month which approximates the exchange rates at the date of the transactions.

        The exchange differences arising on the translation for consolidation are recognised in other comprehensive income (OCI) and accumulated in the foreign exchange reserve.

        When a foreign operation is disposed of in its entirety, or partially such that control, significant influence or joint control is lost, the cumulative amount in the foreign exchange reserve relating to the foreign operation is reclassified to the profit or loss as part of the gain or loss on disposal.

    2. Discontinued operation

      A discontinued operation is a component of the Group's business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which:

  • represents a separate major line of business or geographical area of operations;

  • is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations; or

  • is a subsidiary acquired exclusively with a view to resale.

Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held for sale (refer to Note 6K).

When an operation is classified as a discontinued operation, the comparative statement of profit or loss and OCI is re-presented as if the operation had been discontinued from the start of the comparative year.

  1. Revenue recognition

    The majority of the Group's revenue is derived from selling services with revenue recognised when services have been delivered to the customer. Revenue comprises the fair value of the consideration received or receivable for the supply of services in the ordinary course of the Group's activities. Revenue is recognised when economic benefits are expected to flow to the Group. Specific criteria and performance obligations are described below for each of the Group's material revenue streams.

    Type of income Nature, timing of satisfaction of performance obligations and significant payment terms B2B licensee fee Licensee fee is the standard operator income of the Group which relates to licensed technology and the provision of certain services provided via various distribution channels (online, mobile or land-based interfaces).

    Licensee fee is based on the underlying gaming revenue earned by our licensees calculated using the contractual terms in place. Revenue is recognised when the performance obligation is met which is when the

    B2B fixed-fee income B2B cost-based revenue B2B revenue received from the sale of hardware

    gaming transaction occurs and is net of refunds, concessions and discounts provided to certain licensees. The payment terms of the B2B licensee fee are on average 30 days from the invoice date.

    Fixed-fee income is the standard operator income of the Group which includes revenue derived from the provision of certain services and licensed technology for which charges are based on a fixed fee and/or stepped according to the monthly usage of the service/technology. The usage measurement is typically reset on a monthly basis.

    The performance obligation is met and revenue is recognised once the obligations under the contracts have been met which is when the services have been provided.

    Services provided and fees for:

    1. minimum revenue guarantee: the additional revenue recognised by the Group for the difference in the minimum guarantee per licensee contract and actual performance; and

    2. other: hosting, live, set-up, content delivery network and maintenance fees. The fees charged to licensees for these services are fixed per month.

    The amounts for the above are recognised over the life of the contracts and are typically charged on a fixed percentage and stepped according to the monthly usage of the service depending on the type of service. Set-up fees are recognised over the whole period of the contract, with an average period of 36 months. The revenue is recognised monthly over the period of the contract and the payment terms of the B2B fixed fee income are on average 30 days from the invoice date.

    Cost-based revenue is the standard operator income of the Group which is made up of the total revenue charged to the licensee based on the development costs needed to satisfy the contract with the licensee.

    The largest type of service included in cost-based revenue is the dedicated team costs. Dedicated team employees are charged back to the client based on time spent on each product.

    Cost-based revenues are recognised on a monthly basis based on the contract in place between each licensee and Playtech, and any additional services needed on development are charged to the licensee upon delivery of the service. The payment terms of the B2B cost-based revenue are on average 30 days from the invoice date.

    Revenue received from the sale of hardware is the total revenue charged to customers upon the sale of each hardware product. The performance obligation is met and revenue is recognised on delivery of the hardware and acceptance by the customer.

    Revenue received from future sale of hardware is recognised as deferred revenue. Once the obligation for the future sale is met, revenue is then recognised in profit or loss. The payment terms of the B2B revenue received from the sale of hardware are on average 30 days from the invoice date.

    B2B Saas revenue SaaS revenue is the standard operator income of the Group which relates to the provision of hosted (software-as-a-service) technology and related services made available to customers over the contract term. SaaS charges can be:
    • fixed-fee and/or stepped according to the monthly usage of the service/technology (with usage typically measured and reset on a monthly basis);

    • revenue share, based on an agreed percentage of the underlying gaming revenue earned by the customer; and/or

    • cost-based, where development and/or dedicated team costs are recharged based on time spent and other directly attributable costs.

      The performance obligation is satisfied over time as the customer simultaneously receives and consumes the benefits from access to the hosted platform and related services. Accordingly, fixed-fee and cost-based elements are recognised monthly as the services are provided (and, where applicable, as costs/time are incurred). Revenue share elements are recognised when the underlying gaming transaction occurs, net of refunds, concessions and discounts where applicable. The payment terms of the B2B SaaS revenue are on average 30 days from the invoice date.

      Additional B2B services fee

      This income is calculated based on the profit and/or net revenues generated by the customer in return for the additional services provided to them by the Group. This is typically charged on a monthly basis and is measured using a predetermined percentage set in each licensee arrangement. The revenue is only recognised when the customer's activities go live and the revenue from the additional B2B services is recognised only once the Group is unconditionally contractually entitled to it. The Directors have determined that this is when the customer starts generating profits, which is later than when the customer goes live with its B2C operations. The Directors' rationale is that there is uncertainty that the Group will collect the consideration to which it is entitled before the customer starts generating profits and, therefore, the revenue is wholly variable. The payment terms of the additional B2B services fees are on average 30 days from the invoice date.

      B2C revenue In respect of B2C Snaitech revenues which are disclosed within discontinued operations, the Group acts as principal with the end customer, with specific revenue policies as follows:
    • The revenues from land-based gaming machines are recognised net of the winnings, jackpots and certain flat-rate gaming tax; revenues are recognised at the time of the bet.

    • The revenues from online gaming (games of skill/casino/bingo) are recognised net of the winnings, jackpots, bonuses and certain flat-rate gaming tax at the conclusion of the bet.

    • The revenues related to the acceptance of fixed odds bets are considered financial instruments under IFRS 9 and are recognised net of certain flat-rate gaming tax, winnings, bonuses and the fair value of open bets at the conclusion of the event.

    • Poker revenues in the form of commission (i.e. rake) are recognised at the conclusion of each poker hand. The performance obligation is the provision of the poker games to the players.

    • All the revenues from gaming machines are recorded net of players' winnings and certain gaming taxes while the concession fees payable to the regulator and the compensation of operators, franchisees and platform providers are accounted as expenses. Revenue is recognised at the time of the bet.

    Where the gaming tax incurred is directly measured by reference to the individual customer transaction and related to the stake (described as "flat-rate tax" above), this is deducted from revenue.

    Where the tax incurred is measured by reference to the Group's net result from betting and gaming activity, this is not deducted from revenue and is recognised as an expense.

    In respect of Sun Bingo and B2C Sport revenue, the Group acts as principal with the end customer, with revenue being recognised at the conclusion of the event, net of winnings, jackpots and bonuses.

  2. Share-based payments

    Certain employees participate in the Group's share option plans. Following the 2012 LTIP employees are granted cash-settled options and equity-settled options. The Remuneration Committee has the option to determine if the option will be settled in cash or equity, a decision that is made at grant date. The fair value of the equity-settled options granted is charged to profit or loss on a straight-line basis over the vesting period and the credit is taken to equity, based on the Group's estimate of shares that will eventually vest. Fair value is determined by the Black-Scholes, Monte Carlo or binomial valuation model, as appropriate. The cash-settled options are presented as a liability. The liability is remeasured at each reporting date and settlement date so that the ultimate liability equals the cash payment on settlement date. Remeasurements of the fair value of the liability are recognised in profit or loss.

    The Group has also granted awards to be distributed from the Group's Employee Benefit Trust. The fair value of these awards is based on the market price at the date of the grant; some of the grants have performance conditions. The performance conditions are for the Executive Management and include targets based on growth in earnings per share and total shareholder return over a specific period compared to other competitors. The fair value of the awards with market performance conditions is factored into the overall fair value and determined using a Monte Carlo method. Where these options lapse due to not meeting market performance conditions the share option charge is not reversed.

  3. Income tax

    The income tax expense represents the sum of the tax currently payable and deferred tax.

    1. Current tax

      The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

      A provision is recognised for those matters for which the tax determination is uncertain, but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Company supported by previous experience in respect of such activities and in certain cases based on specialist tax advice.

    2. Deferred tax

      The Group adopted the amendments to IAS 12 issued in May 2023, which provide a temporary mandatory exception from the requirement to recognise and disclose deferred taxes arising from enacted tax law that implements the Pillar Two model rules, including tax law that implements qualified domestic minimum top-up taxes described in those rules. Under these amendments, any Pillar Two taxes incurred by the Group has been accounted for as current taxes from 1 January 2024.

      Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

      Deferred tax liabilities are recognised for all taxable temporary differences, except:

      • when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss, and does not give rise to equal taxable and deductible temporary differences; and

      • in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

        Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised in the period in which the deductible temporary differences arise when there are sufficient taxable temporary differences relating to the same taxation authority and the same taxable entity which are expected to reverse, or where it is probable that taxable profit will be available against which a deductible temporary difference can be utilised.

        Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses, can be utilised, except:

      • when the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss, and does not give rise to equal taxable and deductible temporary differences; and

      • in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

        The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

        Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

        Deferred tax relating to items recognised outside the profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

        Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are recognised subsequently, if new information about facts and circumstances change. The adjustment is either treated as a reduction in goodwill (as long as it does not exceed goodwill) if it was recognised during the measurement period or is otherwise recognised in profit or loss. The Group recognises a deferred tax liability for all taxable temporary differences associated with investments.

        The Group offsets deferred tax assets and deferred tax liabilities, if and only if, it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

        The tax base of assets and liabilities is assessed at each reporting date, and changes in the tax base that result from internal reorganisations, changes in the expected manner of recovery or changes in tax law are reflected in the calculation of deductible and taxable temporary differences.

  4. Finance expense

    Finance expense arising on interest-bearing financial instruments carried at amortised cost is recognised in the profit or loss using the effective interest rate method. Finance expense includes the amortisation of fees that are an integral part of the effective finance cost of a financial instrument, including issue costs, and the amortisation of any other differences between the amount initially recognised and the redemption price. All finance expenses are recognised over the availability period.

    Interest expense arising on the above during the period is disclosed under the financing activities in the consolidated statement of cash flows.

  5. Inventories

    Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The Group's inventories consist of hardware that has been purchased but not sold before the year-end.

  6. Property, plant and equipment
    1. Recognition and measurement

      Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

      If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

      Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

    2. Subsequent expenditure

      Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

    3. Depreciation

      Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives and is generally recognised in profit or loss. Land is not depreciated.

      The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

      %

      Computers and gaming machines 14-33

      Office furniture and equipment 7-33

      Freehold and leasehold buildings and improvements 3-20, or over the length of the lease Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

  7. Intangible assets and goodwill
    1. Recognition and measurement Goodwill

      Goodwill represents the excess of the cost of a business combination over the Group's interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair value of assets given, liabilities assumed and equity instruments issued, plus the amount of any non-controlling interests in the acquiree plus, if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree. Direct costs of acquisition are recognised immediately as an expense. Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to profit or loss. Where the fair value of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the profit or loss on the acquisition date as a gain on bargain purchase.

      Externally acquired intangible assets

      Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses.

      Business combinations

      Intangible assets are recognised on business combinations if they are separable from the acquired entity or arise from other contractual/legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques.

      Internally generated intangible assets (development costs)

      Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognised as intangible assets where the following criteria are met:

      • it is technically feasible to complete the software so that it will be available for use;

      • management intends to complete the software and use or sell it;

      • there is an ability to use or sell the software;

      • it can be demonstrated how the software will generate probable future economic benefits;

      • adequate technical, financial and other resources to complete the development and to use or sell the software are available; and

      • the expenditure attributable to the software during its development can be reliably measured.

        The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Expenditure includes salaries, wages and other employee-related costs directly engaged in generating the assets and any other expenditure that is directly attributable to generating the assets (i.e. certifications and amortisation of right of use assets). Where no internally generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.

    2. Subsequent expenditure

      Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures, including expenditures on internally generated goodwill and brands, are recognised in the profit or loss as incurred.

    3. Amortisation

      Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives and is generally recognised in the profit or loss. Goodwill is not amortised.

      The estimated useful lives for current and comparative periods are as follows:

      %

      Domain names Indefinite

      Internally generated capitalised development costs 20-33

      Technology IP 13-33

      Customer lists In line with projected cash flows or 7-20

      Affiliate contracts 5-12.5

      Patents and licences 10-33 or over the period of the licence

      Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

  8. Assets held for sale

    Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use.

    The criteria for held for sale classification are regarded as met only when the sale is highly probable, and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset and the sale expected to be completed within one year from the date of the classification.

    Such assets, or disposal groups, are measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets on a pro rata basis, except that no loss is allocated to inventories, financial assets or deferred tax assets, which continue to be measured in accordance with the Group's other accounting policies. Impairment losses on initial classification as held for sale or held for distribution and subsequent gains and losses on remeasurement are recognised in the profit or loss.

    Once classified as held for sale, intangible assets and property, plant and equipment and right of use assets are no longer amortised or depreciated.

  9. Financial instruments Initial recognition and subsequent measurement

    A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

    1. Financial assets Initial recognition and measurement

      Financial assets are classified, at initial recognition, at amortised cost, fair value through other comprehensive income and fair value through profit or loss.

      The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.

      Subsequent measurement

      For purposes of subsequent measurement, financial assets are classified in four categories:

      • financial assets at amortised cost (debt instruments);

      • financial assets at fair value through other comprehensive income with recycling of cumulative gains and losses (debt instruments);

      • financial assets designated at fair value through other comprehensive income with no recycling of cumulative gains and losses upon derecognition (equity instruments); and

      • financial assets at fair value through profit or loss.

        Financial assets at amortised cost (debt instruments)

        Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. The Group's financial assets at amortised cost include trade receivables, loans receivable and cash and cash equivalents.

        At every reporting date, the Group evaluates whether the debt instrument is considered to have low credit risk using all reasonable and supportable information that is available without undue cost or effort. In making that evaluation, the Group reassesses the internal credit rating of the debt instrument. In addition, the Group considers whether there has been a significant increase in credit risk depending on the characteristics of each debt instrument.

        Cash and cash equivalents consist of cash at bank and in hand, short-term deposits with an original maturity of less than three months and customer balances.

        Financial assets at fair value through profit or loss

        Financial assets at fair value through profit or loss are carried in the balance sheet at fair value with net changes in fair value recognised in profit or loss. This category includes listed equity investments which the Group has not irrevocably elected to classify at fair value through OCI.

        The Group recognises a debt financial instrument with an embedded conversion option, such as a loan convertible into ordinary shares of an entity, as a financial asset in the balance sheet. On initial recognition, the convertible loan is measured at fair value with any gain or loss arising on subsequent measurement until conversion recognised in profit or loss. On conversion of a convertible instrument, the Group derecognises the financial asset component and recognises it as an investment (equity interest, associate, joint venture or subsidiary) depending on the results of the assessment performed under the relevant standards.

        Derecognition

        A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the Group's consolidated balance sheet) when:

      • the rights to receive cash flows from the asset have expired; or

      • the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a "pass-through" arrangement, and either (a) the Group has transferred substantially all the risks and rewards of the asset; or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

        When the Group has transferred its rights to receive cash flows from an asset, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither: transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of its continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

        Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

        Impairment

        The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

        ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12 months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

        For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

    2. Financial liabilities Initial recognition and measurement

      Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group's financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments.

      Subsequent measurement

      For purposes of subsequent measurement, financial liabilities are classified in two categories:

      • financial liabilities at fair value through profit or loss; and

      • financial liabilities at amortised cost (loans and borrowings and bonds).

        Financial liabilities at fair value through profit or loss

        Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

        Financial liabilities at amortised cost

        This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate (EIR) method. Gains and losses are recognised in the profit or loss when

        the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in profit or loss.

        Derecognition

        A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss.

    3. Offsetting

      Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

  10. Share capital

    Ordinary shares are classified as equity and are stated at the proceeds received net of direct issue costs.

  11. Share buyback

    Consideration paid for the share buyback is recognised against the additional paid in capital. Any excess of the consideration paid over the weighted average price of shares in issue is debited to the retained earnings.

  12. Employee Benefit Trust

    Consideration paid/received for the purchase/sale of shares subsequently put in the Employee Benefit Trust, which is controlled by the Company, is recognised directly in equity. The cost of shares held is presented as a separate reserve (the "Employee Benefit Trust reserve"). Any excess of the consideration received on the sale of treasury shares over the weighted average cost of the shares sold is credited to retained earnings.

  13. Dividends

    Dividends are recognised when they become legally due. In the case of interim dividends to equity shareholders, this is when paid by the Company. In the case of final dividends, this is when they are declared and approved by the shareholders at the AGM.

  14. Impairment of non-financial assets

    At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. For goodwill in particular, the Group is required to test annually and when impairment indicators arise, whether goodwill and indefinite life assets have suffered any impairment.

    For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs that are expected to benefit from the synergies of the combination.

    The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal. Value in use is based on the estimated future cash flows, discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

    An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.

    Impairment losses are recognised in the profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

    An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

  15. Provisions

    Provisions for legal claims are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

    Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be minimum.

    Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

  16. Leases

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

    Group as a lessee

    The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right of use assets representing the right to use the underlying assets.

    1. Right of use assets

      The Group recognises right of use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right of use assets are measured at cost, less any accumulated amortisation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right of use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right of use assets are amortised on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.

    2. Lease liabilities

      At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate.

      Variable lease payments that do not depend on an index or a rate are recognised as expenses in the period in which the event or condition that triggers the payment occurs.

      In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.

      In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right of use asset or is recorded in the profit or loss if the carrying amount of the right of use asset has been reduced to zero.

      The cash payments made in relation to long-term leases are split between principal and interest paid on lease liability and disclosed within financing activities in the consolidated statement of cash flows.

    3. Short-term leases and leases of low-value assets

      The Group applies the short-term lease recognition exemption to its short-term leases (i.e. those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term and included within financing activities in the consolidated statement of cash flows.

  17. Fair value measurement

    "Fair value" is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: (a) in the principal market for the asset or liability; or (b) in the absence of a principal market, in the most advantageous market for the asset or liability.

    The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

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

    All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

    • Level 1 - quoted (unadjusted) market prices in active markets for identical assets or liabilities.

    • Level 2 - valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

    • Level 3 - valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

  18. Adjusted performance measures (APMs)

    In the reporting of financial information, the Directors use various APMs. The Directors use the APMs to understand, manage and evaluate the business and make operating decisions. These APMs are among the primary factors management uses in planning for and forecasting future periods.

    As these are non-GAAP measures, they should not be considered as replacements for IFRS measures. The Group's definition of these non-GAAP measures may not be comparable to other similarly titled measures reported by other companies.

    The following are the definitions and purposes of the APMs used:

    Reconciling items APM

    Adjusted EBITDA and Adjusted Profit

    Closest equivalent IFRS measure

    Operating profit and Profit before tax

    to statutory measure Definition and purpose

    Note 11 Adjusted results exclude the following items:

    • Material non-cash items: these items are excluded to better analyse the underlying cash transactions of the business as management regularly monitors the operating cash conversion to Adjusted EBITDA.

    • Material one-off items: these items are excluded to get normalised results that are not distorted by unusual or infrequent items. Unusual items include highly abnormal, one-off and only incidentally relating to the ordinary activities of the Group. Infrequent items are those which are not reasonably expected to recur in the foreseeable future given the environment in which the Group operates.

    • Acquisition-related items: these items (which include amortisation of acquired intangibles - either through a business combination or investment in associates) are excluded as they are not related to the ordinary activities of the business and therefore are not considered to be ongoing costs of the operations of the business.

    These APMs provide a consistent measure of the performance of the

    Group from period to period by removing items that are considered to be either non-cash, one-off or investment/acquisition related items. This is a key management incentive metric.

    Adjusted gross

    Cash and cash

    Chief Financial

    Adjusted gross cash and cash equivalents is defined as the cash and cash

    cash and cash

    equivalents

    Officer's statement

    equivalents after deducting the cash balances held on behalf of operators

    equivalents

    in respect of operators' jackpot games and poker and casino operations as well as client funds with respect to B2C.

    Net debt

    None

    Chief Financial

    Net debt is defined as the Adjusted gross cash and cash equivalents after

    Officer's statement

    deducting loans and borrowings and bonds. Used to show level of net debt in the Group and movement from period to period.

    Adjusted net

    Net cash provided by

    Chief Financial

    Net cash provided by operating activities after adjusting for jackpots and

    cash provided

    operating activities

    Officer's statement

    client funds, professional fees and ADM (Italian regulator) security deposit.

    by operating

    Adjusting for the above cash fluctuations is essential in order to truly reflect

    activities

    the quality of revenue and cash collection. This is because the timing of

    cash inflows and outflows for jackpots, security deposits and client funds

    only impact the reported operating cash flow and not Adjusted EBITDA,

    while professional fees are excluded from Adjusted EBITDA but impact

    operating cash flow.

    Cash

    None

    Chief Financial

    Cash conversion is defined as cash generated from operations as a

    conversion

    Officer's statement

    percentage of Adjusted EBITDA.

    Adjusted cash

    None

    Chief Financial

    Adjusted cash conversion is defined as Adjusted net cash provided by

    conversion

    Officer's statement

    operating activities as a percentage of Adjusted EBITDA.

    Adjusted EPS

    EPS

    Note 15

    The calculation of Adjusted EPS is based on the Adjusted Profit and

    weighted average number of ordinary shares outstanding.

    Adjusted diluted

    Diluted EPS

    Note 15

    The calculation of Adjusted diluted EPS is based on the Adjusted Profit and

    EPS

    weighted average number of ordinary shares outstanding after adjusting for the effects of all dilutive potential ordinary shares.

    Adjusted tax

    Tax expense

    Note 11

    Adjusted tax is defined as the tax charge for the period after deducting tax

    charges related to uncertain tax positions relating to prior years, deferred

    tax on acquisition and the write down of deferred tax assets in respect of

  19. Onerous contracts

    tax losses arising in prior years. As these items either do not relate to the current year or are adjusted in arriving at the Adjusted Profit, they distort the effective tax rate for the period.

    Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is considered to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.

  20. Research and Development Tax Credits

R&D tax credits are accounted for as government grants in accordance with IAS 20. Following the Group's successful 2021 claim and the continued eligibility of ongoing R&D activities, the credit is recognised when the underlying conditions have been met and the amount is expected to be recoverable.

The R&D credit is measured based on the estimated receivable for the period's qualifying expenditure and is presented gross within Other income, with the related notional tax charge recognised within corporation tax.

Note 7 - Significant accounting judgements, estimates and assumptions

In preparing these consolidated financial statements, management has made judgements and estimates that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual events may differ from these estimates.

Judgements

In the process of applying the Group's accounting policies management has made the following judgements, which have the most significant effect on the amounts recognised in the consolidated financial statements.

Caliplay - impact of dispute and revised strategic agreement Background

On 1st April 2025 the Group announced that the completion of the revised Tecnologia en Entretenimiento Caliplay, S.A.P.I. ("Caliplay") strategic agreement occurred on 31 March 2025, following the receipt of Mexican antitrust approval. Following the completion, which resulted in Playtech exercising the Playtech M&A Call Option, all legal proceedings were dismissed.

Under the amended terms, from 31 March 2025, the Group:

  • Holds a 30.8% equity interest in Caliente Interactive, Inc. ("Caliente Interactive Group" or "Caliente Interactive"), the new US incorporated holding company of Caliplay (together the "Caliente Interactive Group"); Corporacion Caliente S.A. de C.V. ("Caliente") is the largest shareholder of Caliente Interactive;

  • Is entitled to receive dividends alongside other shareholders in Caliente Interactive, at least quarterly, pursuant to an agreed dividend policy;

  • Has certain customary shareholder rights, including the right to appoint a Director to the Board of Caliente Interactive for so long as Playtech's equity interest is at least 15% of Caliente Interactive. Playtech's Chief Financial Officer currently serves as the Playtech appointed director;

  • Entered into a revised eight-year B2B software licence and services agreement (the "Updated Software Licencing and Services Agreement") under which the Group receives fees from Caliente Interactive for the software and services it provides. The Group is no longer entitled to the additional B2B services fee and is no longer obliged to provide certain services to which that fee related;

  • Entered into an additional agreement under which the Group receives a fixed amount of $140.0 million from Caliente Interactive payable in cash, phased over a four-year period. The accounting treatment of the $140.0 million is detailed further below. Under this agreement, Playtech also has the benefit of certain capped revenue protections from the Caliente Interactive Group over a five-year period until 2029, in the event of a migration away from certain software products of the Playtech Group. To the extent that the Group has otherwise received certain minimum returns (whether through fees under the Updated Software Licencing and Services Agreement or dividends as a 30.8% shareholder) in a relevant year, these revenue protections shall not apply. There was no migration in the year ended 31 December 2025.

Recognition of $140.0 million fixed consideration

The $140.0 million fixed consideration was agreed as part of the revised commercial terms and reflects the Group's ongoing obligation to provide access to its suite of software and services over the revised, shortened term of the Updated Software Licencing and Services Agreement, as well as greater flexibility to enable the Caliente Interactive Group to use alternative providers' software products during this revised term.

Management has applied judgement in determining the recognition pattern of the fixed consideration of $140.0 million, which is receivable in cash over a four-year period from 2025 to 2029. At contract inception, the total amount of the fixed consideration has been allocated to the separately identifiable performance obligations based on their relative forecasted revenue contributions over the 8-year term of the Updated Software Licencing and Services Agreement.