Consolidated statement of cash flows

For the year ended 31 December 2025

		Year ended 31 December 2025		Year ended 31 December 2024 (Restated)
	Note	£'000		£'000
Cash flows from operating activities
Profit before tax		8,892		6,034
Adjustments to reconcile profit before tax to net cash flows
Depreciation of property, plant and equipment	12	466		57
Depreciation of right-of-use assets	15	731		51
Amortisation of intangible assets	13	4,511		53
Loss on disposal of property, plant and equipment	12	37		38
Finance income	10	(407)		(162)
Finance expense	10	4,461		104
Movement in fair value instruments		138		-
Share of profits of associates	16	(1,133)		(60)
Share-based payment expense		30		-
Tax paid		(4,240)		(1,515)
Increase in restricted cash	14	-		(4,486)
(Increase)/decrease in trade and other receivables	19	(2,953)		6,397
(Increase) in inventories	18	(51)		(631)
Increase/(decrease) in trade and other payables	21	5,195		(8,740)
Net cash generated from/(used in) operating activities		15,677		(2,860)
Cash flows from investing activities
Cash paid to acquire subsidiary, net of cash acquired	26	(6,065)		(14,254)
Purchase of intangible assets	13	(3,939)		-
Purchase of property, plant and equipment	12	(680)		(519)
Dividend from associate	16	596		-
Proceeds from loan receivable		302		-
Interest received	10	407		162
Net cash (used in) investing activities		(9,379)		(14,611)
Cash flows from financing activities
Proceeds from issue of shares, net of issue costs	23	38,507		-
Proceeds from borrowings	29	8,400		29,246
Repayment of borrowings		(6,753)		-
Interest paid on borrowings		(2,204)		-
Interest paid on financial liabilities		(465)		-
Dividend paid to non-controlling interest		(524)		-
Lease principal paid	15	(528)		-
Lease interest paid	15	(378)		(8)
Net cash generated from financing activities		36,055		29,238
Net increase in cash and cash equivalents		42,353		11,767
Cash and cash equivalents at beginning of year		20,144		8,352
Effect of foreign exchange differences		512		25
Cash and cash equivalents at end of year	20	63,009		20,144

 

The above statement of cash flows should be read in conjunction with the accompanying notes.

 

 

Consolidated statement of cash flows (continued)

For the year ended 31 December 2025

 

Major non-cash transactions

On 8 April 2025, the Company completed a debt-to-equity conversion relating to a £25,220,000 (equivalent to €30,400,000) liability owed to its major shareholder as of 31 December 2024. This liability was extinguished by issuing equity instruments (premium shares) to the shareholder. Due to foreign exchange fluctuations, the equity instruments were issued at a value of £26,036,000 (equivalent to €30,400,000), resulting in a £816,000 foreign exchange loss from the carrying value of the liability, which has been recognised within finance costs.

The above liability arose from a major non-cash transaction in the comparative year relating to restructuring under common control.

The acquisition in the year included a non-cash transaction relating to the settlement of outstanding directors loan accounts, see note 26 for further information.

Customer list additions in the year included a non-cash transaction of £929,900 (equivalent to €1,085,100) relating to the settlement of an outstanding trading balance.

Prior year restatement

The comparative Consolidated Statement of Cash Flows has been restated to correct an error relating to a £25,220,000 major non-cash transaction, reducing Movement in trade and other payables (Operating cash flows) and proceeds from bank borrowings (Financing activities) by the same amount. There has been no impact on either the net movement in cash for the year or the closing cash balance. There has been no impact on the Statement of Comprehensive Income, Statement of Financial Position, or other reported results. 

 

 

Notes to the consolidated financial statements

 

1.     General information

 

Winvia Entertainment Plc ("Winvia" or the "Company"), formerly Best of the Best Limited and Winvia Entertainment Limited, is a public limited company incorporated and domiciled in England and Wales. The Company's registration number is 03755182 and the registered office is located at 2 Plato Place, 72/74 St Dionis Road, London SW6 4TU.

 

On 11 December 2024 (the "Crowd Acquisition Date"), Winvia acquired 95.86% of Crowd Services Ltd ("Crowd") and its subsidiaries (together the "Crowd Group"). On 3 April 2025 (the "Click Acquisition Date") the Company acquired 100% of the share capital of Click Competitions Limited ("Click"), a UK-based company in the competitions and prize draw market.

 

These consolidated financial statements comprise the Company and its subsidiaries (together the "Group").

 

The current reporting period includes the 12 months ended 31 December 2025. The comparative reporting period includes the previous 12 months ended 31 December 2024. The results in 2024 include the results of the Crowd Group for the 20-day period from acquisition to 31 December 2024. The results in 2025 include the Crowd Group for the entire period, together with Click from acquisition date.

 

The consolidated financial statements are presented in Pounds Sterling, which is the functional currency of the Company. The functional currency of subsidiaries includes Pounds sterling, Euro and Romanian Leu. Amounts are rounded to the nearest thousand, unless otherwise stated.

 

2.     Accounting policies

 

The accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

 

New or amended UK-adopted Accounting Standards and Interpretations

Standards, amendments and interpretations adopted from 1 January 2025:

 

The Group adopted the amendment to IAS 21 (The effects of changes in foreign exchange rates) relating to lack of exchangeability. This amendment had no effect on the financial statements of the Group or Company.

 

Standards, amendments and interpretations issued but not yet effective and have not been early adopted by the Group:

 

IFRS 18 Presentation and Disclosure in Financial Statements ("IFRS 18") was issued by the International Accounting Standards Board in April 2025. IFRS 18 is effective on 1 January 2027 and is required to be applied retrospectively to comparative periods presented, with early adoption permitted. IFRS 18, upon adoption replaces IAS 1 Presentation of Financial Statements ("IAS 1").

 

IFRS 18 sets out new requirements focused on improving financial reporting by:

 

•      Requiring additional defined structure to the statement of profit or loss (i.e. consolidated statement of income), to reduce diversity in the reporting, by requiring five categories (operating, investing, financing, income taxes and discontinued operations) and defined subtotals and totals (operating income, income before financing, income taxes and net income);

•      Requiring disclosures in the notes to the financial statements about management-defined performance measures (i.e. non-IFRS measures); and

•      Adding new principles for aggregation and disaggregation of information in the primary financial statements and notes.

 

IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it might change what an entity reports as its 'operating profit or loss', due to the classification of certain income and expense items between the five categories of the consolidated income statement. It might also change what an entity reports as operating activities, investing activities and financing activities within the statement of cash flows, due to the change in classification of certain cash flow items between these three categories of the cash flow statement. It might also impact the Group's Alternative Performance Measures and reconciliations. The Group is currently assessing the impact of adopting IFRS 18.

 

Other standards and amendments:

 

•      Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures

•      Introduction of Subsidiaries without public accountability - IFRS 19: Subsidiaries without Public Accountability: Disclosures

•      Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)

 

The Group's initial impact assessment of these new accounting standards and amendments is that they will have no material impact to its results or reporting.

 

Basis of preparation

This financial information does not constitute the Group's statutory accounts for the years ended 31 December 2025 or 2024 but is derived from those accounts. The statutory accounts for 2025 and 2024 were prepared in accordance with UK-adopted International Accounting Standards and applicable requirements of the Companies Act 2006. The auditor has reported on those accounts and their reports were unqualified and did not contain any statement under section 498 of the Companies Act 2006, nor did they include any emphasis of matter paragraph.

 

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for certain assets and liabilities that are held at fair value and are detailed in the Group's accounting policies.

 

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies.

 

The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.

 

Basis of consolidation

Subsidiaries

 

Subsidiaries are entities over which the Company has control. The Group controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to Company until the date that control ceases.

 

All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

 

When assessing control over an entity, the Group considers the existence and effect of potential voting rights, such as call options, that are substantive and currently exercisable or convertible. Call options that provide the Group with the ability to obtain control over an entity are evaluated under IFRS 10 to determine whether they confer control, even if not exercised, based on the following factors.

·      Substantive Rights: The Group assesses whether call options are substantive by considering their terms, including exercise price, expiry date, and any conditions or barriers to exercise (e.g. regulatory approvals or financial constraints). Options that are out of the money, not yet capable of exercise due to unmet conditions, or subject to significant restrictions may not be considered substantive.

·      Power to Direct Activities: If a call option provides the Group with the present ability to direct the relevant activities of an entity (e.g. through voting rights or board control upon exercise), it may indicate control, depending on the option's terms and the Group's existing involvement.

·      Exposure to Variable Returns: The Group evaluates whether the call option exposes it to variable returns from the entity, such as changes in the entity's value or dividends, and whether exercising the option could enhance those returns.

·      Protective Rights: The Group also evaluates whether any rights, such as veto powers or other protective rights, exist that are designed to protect the interests of the holder but do not grant the ability to direct the relevant activities of the entity. Such protective rights are not considered to confer control under IFRS 10.

When a call option results in control, the entity is consolidated as a subsidiary from the date control is obtained, consistent with the Group's consolidation policy. If the call option does not confer control (e.g. because it is not yet capable of exercise) but provides significant influence, the entity is accounted for as an associate under IAS 28, or as a financial instrument under IFRS 9 if neither control nor significant influence exists. The fair value of call options is recognised in the consolidated financial statements, with changes in fair value recorded in accordance with IFRS 9, unless the option is part of a business combination under IFRS 3.

 

The Group re-assesses the impact of call options on control at each reporting date or when there are changes in the facts and circumstances (e.g. changes in option terms or market conditions). Any resulting changes in consolidation status are accounted for prospectively.

 

Associates

 

Associates are entities over which the Group has significant influence but not control, or joint control. Significant influence is evidenced by factors such as board representation, management personnel swapping or sharing, material transactions with the investee, policy-making participation or technical information exchanges.

 

Investments in associates are accounted for using the equity method under IAS 28. Under this method, the investment is initially recognised at cost, which includes transaction costs and, where applicable, the fair value of any rights,

options, or other financial instruments that form part of the investment at acquisition. Such instruments, if not part of the equity method investment, are accounted for in accordance with IFRS 9 until exercised or converted. The carrying amount is subsequently adjusted to reflect the Group's share of the associate's post-acquisition profit and loss and other comprehensive income. Distributions received from the associate reduce the carrying amount of the investment.

 

The investment in an associate is tested for impairment in accordance with IAS 36 Impairment of Assets ("IAS 36") whenever there are indicators of impairment. If an impairment is identified, the carrying amount is reduced to the recoverable amount, with any impairment loss recognised in the consolidated statement of profit and loss.

 

Non-Controlling interests

 

Non-controlling interests ("NCI") in subsidiaries are presented separately from the equity attributable to equity owners of Winvia (the "Parent"). Non-controlling interests are initially measured at their proportionate share of the subsidiary's net assets at the date of acquisition. Subsequent to this, the carrying amount of NCI is adjusted for the NCI's share of changes in the subsidiary's equity. Total comprehensive income is attributed to NCI even if this results in the NCI having a deficit balance.

 

Foreign operations

 

The Group includes foreign operations with functional currencies other than Pounds Sterling. On consolidation, assets and liabilities are translated into Pounds Sterling at the exchange rates prevailing at the balance sheet date, while income and expenses are translated at average rates for the period. Exchange differences arising on translation are recognised in other comprehensive income and accumulated in a foreign currency transaction reserve within equity.

 

Going concern

The Directors have assessed the ability of the Company and the Group to continue as a going concern. As part of this assessment, the Directors have reviewed the Group's latest financial forecasts and cash flow projections, which reflect current trading performance and the Directors' expectations of future trading. These forecasts cover the period through to 31 December 2027.

At the year-end, the Group had a term loan facility with an outstanding balance of £33,104,000, which is due to mature in December 2030. The facility is subject to financial covenant requirements which are tested periodically throughout the term of the loan.

The Directors have prepared cash flow forecasts covering the assessment period. These forecasts have been subject to sensitivity analysis, including the application of severe but plausible downside scenarios to reflect potential reductions in revenue and other adverse changes in trading performance. Under these scenarios, the Group continues to maintain significant liquidity and substantial headroom against its financial covenants and guarantees throughout the forecast period.

Based on this assessment, the Directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable, net of discounts, rebates, VAT and other sales taxes or duties. The Group applies IFRS 15 and IFRS 9 as appropriate to each activity, determining whether it acts as a principal or an agent and recognising revenue when (or as) performance obligations are satisfied or when gains or losses arise. 

Income arising from activities outside the scope of IFRS 15, such as fair value gains and losses under IFRS 9, is presented within the gross revenue line, even though it meets the definition of a gain rather than revenue under IFRS standards.

Prize draws and competition tickets

Revenue is derived from the sale of competition tickets, either through individual ticket purchases or as part of a subscription, that confer entry into competitions to win houses, luxury cars and other prizes, or a cash alternative. Gross revenue represents total ticket sales, measured at fair value. Payment is due immediately upon purchase of tickets or a subscription.

Revenue is the amount recognised in the profit and loss, net of expected prize costs, which represent the cash or non-cash prizes payable to customers in each competition.

The Group accounts for competitions as financial instruments under IFRS 9. Once a ticket is sold in a competition, the Group recognises a financial instrument at fair value, representing the total obligation to deliver the competition and prize settlement. The instrument is measured at Fair Value Through Profit and Loss ("FVTPL"), with changes in fair value recognised in the consolidated statement of comprehensive income as gains or losses within revenue.

Prize costs (cash or non-cash) are incorporated into the fair value of revenue, reflecting the fair value of the obligation to deliver the prize. For non-cash prizes held in inventory (e.g. luxury cars), the inventory is derecognised in accordance with IAS 2 Inventories when it is delivered to the winner, at which point the risks and rewards of ownership are transferred.

Promotional incentives or credits for future competition entries ("Game Credits"), are recognised as financial liabilities under IFRS 9, representing an obligation to provide competition entries at the customer's discretion. Game Credits are recognised at fair value through profit and loss, with fair value changes recognised in the consolidated statement of comprehensive income within revenue.

The fair value of Game Credits is determined as the present value of expected redemptions, reflecting the obligation to provide competition entries at the customer's discretion. This valuation process estimates the proportion of Game Credits expected to be redeemed, based on historical redemption patterns.

 

Betting and gaming activities

Revenue from the Crowd Group's Online Sportsbook, Online Casino, Online Poker (together, Business to Consumer, or "B2C") and Business to Business ("B2B") activities (together the "Gaming" activities), are described below.

B2C - Online Casino and Online Sportsbook

The Group reports the gains and losses on all Online Casino and Sportsbook activities as revenue, which is measured at the fair value of the consideration received or receivable from customers less free bets, promotions, bonuses and other fair value adjustments. Revenue is net of VAT/GST. The Group considers betting and gaming revenue to be out of the scope of IFRS 15 and accounts for those revenues within the scope of IFRS 9. Open positions are carried at fair value, and gains and losses arising on this valuation are recognised in revenue, as well as gains and losses realised on positions that have closed, both of which are recognised at a point in time.

B2C - Online Poker

Online poker is a peer-to-peer game offered through multiple platforms within the Group where individuals engage in game play against other individuals, not against the Group. Players play against each other in either ring games (i.e. games for cash on a hand-by-hand basis) or in tournaments (i.e. players play against each other for tournament chips with prize money distributed to the last remaining competitors) or variations thereof. The Group collects a percentage of a game's wagers, known as the rake, up to a capped amount in ring games and a tournament entry fee for scheduled tournaments and sit and go tournaments.

Revenue is within the scope of IFRS 15 and reflects the net income earned when a poker game is completed, which is when the performance obligation is deemed to be satisfied. For ring games, revenue (the rake) is recognised at the conclusion of each poker hand. For tournaments, revenue from entry fees revenue is recognised when the tournament has concluded.

B2C - White label

The Group enters into white label agreements whereby it operates its B2C services under its licence for third-party brands. The Group acts as the principal in these arrangements and is responsible for the operation of the services.   Revenue from consumers is recognised as income in the Group's profit and loss in line with the B2C - Online Casino revenue policy.

Under these agreements, the Group is responsible for the operation of the services, while the third-party brand owner provides access to the brand and related services. Fees paid to the brand owner for the use of the brand and associated services are treated as an expense, as the brand owner is effectively a supplier. These expenses are recognised in profit and loss within cost of sales as incurred, in line with the consumption of the brand and services provided.

B2B - Operational support and licensee fee

Operational support and licensee fee relates to the licensing of the Group's technology and the provision of certain marketing and operational support services provided via various distribution channels. The fee is typically based on the underlying gaming revenue earned by the B2B customers calculated using the contractual terms in place. Revenue is within the scope of IFRS 15 and is recognised when the performance obligation is met which is when the gaming transaction occurs and is net of refunds, concessions and discounts.

Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Group's chief operating decision-maker (''CODM''). These operating segments reflect the basis on which the Group's performance is assessed, and resources are allocated, by the CODM.

 

Cost of sales

Cost of sales consists primarily of gaming duties, payment service providers' commissions, commission and royalties payable to third parties, all of which are recognised on an accruals basis. As disclosed in the revenue accounting policy above, the costs recognised in respect of competition prizes are charged to revenue.

 

Foreign currency

Functional currencies

Items included in the financial statements of each Group entity are measured using the currency of the primary economic environment in which each entity operates (the "functional currency'').

 

The consolidated financial statements of the Group are presented in Pounds Sterling ("GBP"), which is the Group's presentation currency. The functional currency of the Company is GBP. The Group includes subsidiaries with functional currencies other than GBP, such as the Euro for entities operating in countries that have adopted the Euro, and the Romanian Leu for entities operating in Romania.

 

Transactions and balances

Foreign currency transactions are translated into the functional currency of each Group entity using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value is determined. Non-monetary items measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation at the reporting date exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognised in profit or loss. They are presented within finance income or costs where they relate to financing activities, or administrative expenses for all other transactions.

 

Foreign operations

The assets and liabilities of foreign operations are translated into GBP at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into GBP at average exchange rates.

Foreign currency differences are recognised in other comprehensive income and accumulated in the foreign exchange reserve within equity, except to the extent that the translation difference is allocated to non-controlling interests.

On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation), all of the exchange differences accumulated in the foreign exchange reserve attributable to the owners of the Company are reclassified to profit and loss as part of the gain or loss on disposal.

In the case of a partial disposal that does not result in the Group losing control over a subsidiary that includes a foreign operation, the proportionate share of accumulated exchange differences is re-attributed to non-controlling interests and are not recognised in profit and loss. For all other partial disposals, the proportionate share of the accumulated exchange differences is reclassified to profit and loss.

Net finance costs

Finance costs

Finance costs comprise of interest expense on borrowings and lease liabilities, which are recognised in profit or loss. Finance costs are expensed in the period in which they are incurred and presented within finance costs.

 

Finance income

Finance income comprises interest income on bank deposits and is recognised in profit or loss when it is earned.

 

Current and deferred taxation

Current tax

 

Income tax expense comprises of current and deferred tax. It is recognised in profit and loss except to the extent that it relates to items recognised directly in equity or in other comprehensive income, in which case it is recognised in equity or other comprehensive income. 

The Group is subject to income tax in several jurisdictions and significant judgement is required in determining the provision for income taxes. During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain. As a result, the Group recognises tax liabilities based on estimates of whether additional taxes and interest will be due. These tax liabilities are recognised when, despite the Group's belief that its tax positions are supportable, the Group believes it is more likely than not that a taxation authority would not accept its filing position. In these cases, the Group records its tax balances based on either the most likely amount or the expected value, which weights multiple potential scenarios. The Group believes that its accruals for tax liabilities are adequate for all open years based on its assessment of many factors including past experience and interpretations of law. This assessment relies on estimates and assumptions that may involve a series of complex judgements about future events. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact income tax expenses in the period in which such determination is made. Where management conclude that it is not probable that the taxation authority will accept an uncertain tax treatment, they calculate the effect of uncertainty in determining the related taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates. The effect of uncertainty for each uncertain tax treatment is reflected by using the expected value - the sum of probabilities and the weighted amounts in a range of possible outcomes.

Deferred tax

Deferred tax is recognised using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is measured using tax rates and laws that have been enacted, or substantively enacted, by the reporting date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

 

Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred tax liabilities are recognised for all taxable temporary differences, except where the Group can control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities, and when the deferred tax balances relate to income taxes levied by the same taxation authority, and the Group intends to settle its current tax assets and liabilities on a net basis.

 

Business combinations

Acquisitions within the scope of IFRS 3

For business combinations, the Group estimates the fair value of the consideration transferred, which can include assumptions about the future business performance of the business acquired and an appropriate discount rate to determine the fair value of any deferred and contingent consideration. The Group then estimates the fair value of assets acquired and liabilities assumed in the business combination.

The area of most notable estimation within the fair value exercise relates to separately identifiable intangible assets, whose estimates can require significant management assumptions to be applied. The Group engages external experts to support the valuation process, where appropriate.

The functional currency of the acquired business is determined in accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates. The Group identifies the functional currency based on the primary economic environment in which the acquired entity operates, typically considering the currency that mainly influences sales prices and costs. All assets, liabilities, and goodwill arising from the acquisition are translated into the Group's presentation currency, if different, using the exchange rate at the acquisition date. Any subsequent foreign exchange differences arising from translation are recognised in other comprehensive income.

IFRS 3 Business Combinations allows the Group to recognise provisional fair values if the initial accounting for the business combination is incomplete.  These provisional amounts may be adjusted within a measurement period of up to 12 months from the acquisition date to reflect new information obtained about facts and circumstances that existed at the acquisition date.

Goodwill on acquisition is initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the separately identifiable assets, liabilities and contingent liabilities at the date of acquisition in accordance with IFRS 3 Business Combinations. Goodwill is not amortised but reviewed for impairment at the first reporting period after acquisition and then annually thereafter. As such it is stated at cost less any provision for impairment of value. Any impairment is recognised immediately in the consolidated income statement and is not subsequently reversed. On acquisition, any goodwill acquired is allocated to cash-generating units for the purpose of impairment testing. Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposal is included in the carrying amount of the assets when determining the gain or loss on disposal. Where negative goodwill is determined to arise, the amount is recognised in the Statement of Comprehensive Income immediately.

Acquisitions under common control

Where management conclude that a transaction falls within the scope exclusion of IFRS 3 in respect of transactions under common control, an alternative accounting policy must be selected. IFRS does not provide guidance on accounting for acquisition of subsidiaries that are under common control.  Therefore, the Directors are required to develop an accounting policy in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (paragraphs 10-12) and consider relevant guidance from other standard-setting bodies, accounting literature, and accepted industry practices. The Directors have determined that book value accounting is most appropriate and is applied as follows.

 

·      Assets, liabilities, income and expenses of the subsidiaries are recorded at their existing carrying values at the date of transfer.

·      The results of the subsidiaries are included in the combined financial statements from the date of combination.

·      Any difference between the cost of investment and the carrying value of net assets acquired is recorded directly in equity within other reserves and NCI.

 

No goodwill or gain on bargain purchase is recognised.

 

In applying book value accounting when preparing the consolidated financial statements, to the extent the carrying value of the assets and liabilities acquired under book value accounting is different to the cost of investment, the difference is recorded in an equity account titled 'other reserves'.

There were no acquisitions under common control in the year. The Crowd acquisition in the comparative period was treated as an acquisition under common control.

Property, plant and equipment

Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any.

 

Depreciation is provided at the following annual rates in order to write off each asset over its useful economic life:

 

Long leasehold property                                    99 years

Improvements to property                                                over the period of the lease

Computer equipment                                         3-5 years

Motor vehicles                                                     3-5 years

Fixtures and fittings                                            3-5 years

 

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from the use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of comprehensive income when the asset is derecognised.

 

The residual values, useful economic lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate.

 

Intangible assets

Intangible assets are recognised at cost or book value less any accumulated amortisation and impairment.

An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognised to the extent that it is probable that the expected future economic benefits attributable to the asset will flow to the Group and that its cost can be measured reliably. The asset is deemed to be identifiable when it is separate or when it arises from contractual or other legal rights.

Following the acquisition of the Crowd Group, the Group recognised existing intangible assets acquired at book value, in line with the accounting policy adopted for recognising the acquisition. The Crowd Group's intangible assets are software licenses and intellectual property. Amortisation is charged to the profit or loss on a straight-line basis over the estimated useful economic lives of the intangible assets. The Group's intangible assets have the following estimated useful lives:

Software licenses                                                 3 years

Platform technology                                           3 years

Customer lists                                                                       2-3 years

Domains and brands                                          3-5 years

 

Intellectual property and development costs

 

Expenditure on research is recognised as an expense in the period in which it is incurred. Development costs are capitalised when all of the following conditions are satisfied:

 

•      Completion of the intangible asset is technically feasible so that it will be available for use or sale;

•      The Group intends to complete the intangible asset and use or sell it;

•      The Group has the ability to use or sell the intangible asset;

•      The intangible asset will generate probable future economic benefits. Among other things, this requires that there is a market for the output from the intangible asset or for the intangible asset itself, or, if it is to be used internally, the asset will be used in generating such benefits;

•      There are adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

•      The expenditure attributable to the intangible asset during its development can be measured reliably.

 

Development costs not meeting the criteria for capitalisation are expensed as incurred.

 

Intellectual property, including acquired intangible assets, is recognised at cost and is amortised on a straight-line basis over its estimated useful life. The useful life and amortisation method are reviewed at each reporting date, with any changes accounted for prospectively.

 

All finite-life intangible assets are reviewed for indicators of impairment at each reporting date and tested for impairment whenever such indicators arise.

Leased assets

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

The Group as lessee

The Group recognises a right-of-use ("ROU") asset and a lease liability at the lease commencement date. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any lease incentives received.

ROU assets are subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The lease term is determined at the commencement date and includes the non-cancellable period of the lease, together with periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option, and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. Break clauses are considered in determining the lease term when the Group has the unilateral right to terminate the lease early, assessing the likelihood of exercising such clauses based on economic incentives and operational requirements. The estimated useful lives of the ROU assets are based on the lease term, unless the Group expects to use the asset beyond the lease term. ROU assets are periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments include fixed payments and variable payments based on an index or rate, and include amounts expected to be paid under residual value guarantees, and payments related to purchase or termination options reasonably certain to be exercised. The lease term is determined consistently with the ROU asset, including the non-cancellable period, extension options reasonably certain to be exercised, termination options reasonably certain not to be exercised, and break clauses assessed based on the likelihood of exercise considering economic incentives and operational requirements.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss, if the carrying amount of the right-of-use asset has been reduced to zero.

Inventories

Inventories are stated at the lower of cost and net realisable value ("NRV"). Cost is determined on a specific identification basis, reflecting the individual costs of high-value items such as cars and other prizes held for competitions. Cost comprises the purchase price, including taxes and duties and transport costs to bring the inventory to its present location and condition. NRV is the estimated value obtained in the ordinary course of business, less the estimated costs to complete.

Inventories primarily consist of prizes, including cars and luxury items, held by the Group for its competition business.

At each reporting date, stocks are assessed for impairment. An impairment loss is recognised in profit or loss if the carrying amount exceeds NRV, such as when prizes are damaged, obsolete, or subject to a decline in market value. The impairment loss is measured as the difference between the carrying amount and NRV, based on market prices or independent valuations for high-value items like cars.

Cash and cash equivalents

Cash and cash equivalents consist of cash at bank and in hand and short-term deposits.

Included in cash are balances held on behalf of players, equal to the player balances included in trade and other payables, which are internally ring fenced and are not for corporate use, in line with licensing requirements.

Restricted cash

Restricted cash comprises cash balances that are not available for general use due to legal or regulatory requirements, including those held to comply with gambling legislation requirements, such as deposits in non-operational State Treasury accounts or collateral for bank warranties. These balances are classified as financial assets and measured at amortised cost. Restricted cash is excluded from 'Cash and Cash Equivalents' and presented as 'Other Non-Current Assets' if the restrictions extend beyond 12 months, or 'Current Assets' if realisable within 12 months. The Group assesses the duration and nature of restrictions to determine the appropriate classification.

Financial instruments

Financial assets

The Group classifies its financial assets into one of the categories discussed below, depending on the purpose for which the asset was acquired. The Group's accounting policy for each category is as follows:

 

Amortised cost

The Group's financial assets measured at amortised cost comprise trade and other receivables, loan receivables, cash and cash equivalents, and restricted cash. These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. 

 

Trade receivables are recognised initially at the transaction price (amount of consideration that is unconditional), unless they contain significant financing components, in which case they are recognised at fair value. They are subsequently measured at amortised cost using the effective interest method, less expected credit loss ("ECL") allowance.

 

Payment processor balances represent funds held by third-party payment providers (e.g. card processors) prior to settlement into the Group's bank accounts. They constitute contractual rights to receive cash and are classified as trade receivables measured at amortised cost.

 

Other receivables are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition and subsequently measured at amortised cost using the effective interest rate method, less ECL allowance.

 

Cash and cash equivalents consist of cash at bank and in hand, short-term deposits with an original maturity of less than three months and customer balances. Cash-in-transit, representing cash transferred from a third-party cash-handling service but not yet deposited at the reporting date, is recognised as a receivable under IFRS when the entity retains the risks and rewards of ownership. It is measured at its nominal value and classified as trade receivables.

 

Impairment provisions for trade receivables are recognised based on the simplified approach within IFRS 9 using the lifetime expected credit losses. The ECL balance is determined based on historical credit loss data, adjusted for forward-looking information and management's knowledge of customer credit risk. Provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in profit or loss. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

 

Fair value through profit or loss

Financial assets held at fair value through the profit or loss comprise equity investments held. These are carried in the statement of financial position at fair value (refer to fair value hierarchy). Subsequent to initial recognition, changes in fair value are recognised in the Statement of Comprehensive Income.

 

Financial liabilities

All financial liabilities are recognised when the Group becomes a party to the contractual provision of the instrument. The Group's financial liabilities are classified into two categories: amortised cost and FVTPL.

 

Amortised cost

The Group's financial liabilities measured at amortised cost comprise trade payables, other payables and bank and other borrowings. These liabilities are initially measured at fair value, net of any transaction costs directly attributable to the issue of the instrument, and subsequently measured at amortised cost using the effective interest rate method. The effective interest method calculates the amortised cost of a financial liability and allocates interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and amounts paid or received that form an integral part of the effective interest rate, transaction costs, and other premiums or discounts) through the expected life of the financial liability to the amortised cost of the financial liability.

 

Fair value through profit or loss

The Group's financial liabilities measured at fair value through profit or loss include game credits and competition liabilities, arising from the Group's obligation to deliver future competition entries with cash settlement options, classified as financial instruments under IFRS 9. Game credits, issued as promotional incentives or refunds, are initially recognised at nominal value, which is the amount credited to customers for use in purchasing future competition entries, and subsequently measured at fair value, based on expected redemption patterns. Fair value changes are recognised in revenue in profit or loss. Significant judgements and estimates related to the fair value of game credits are discussed in the key estimates and judgements section.

 

Fair value hierarchy

All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorised within the fair value hierarchy. The fair value hierarchy prioritises the inputs to valuation techniques used to measure fair value. The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments and other assets and liabilities for which the fair value was used:

-               level 1: quoted prices in active markets for identical assets or liabilities;

-               level 2: inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and

-               level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

Derivative financial instruments - call options

Derivatives are measured at fair value and the fair value is reassessed at each reporting date. Changes in the fair value of derivatives contracts are recognised in profit or loss.

 

Dividends payable

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

 

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of a company after deducting all of its liabilities. Equity instruments issued are recorded at the proceeds received net of direct issue costs.

 

 

Impairment of financial assets

The Group's financial assets subject to impairment primarily consist of trade receivables, including processor balances held by third-party payment providers. These short-term financial assets are measured at amortised cost and assessed for impairment using the simplified approach in IFRS 9, whereby the loss allowance is measured at an amount equal to the lifetime expected credit losses.

 

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof.

 

Impairment of non-financial assets

Assets (other than deferred tax assets) that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

 

For impairment testing, assets are grouped together into the smallest group of assets that generates cash flows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units.

 

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

 

An impairment loss is recognised if the carrying amount of an asset or cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in profit or loss.

 

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

 

Loans and borrowings

Interest-bearing loans and borrowings are initially recorded at the amount of proceeds received, net of transaction costs. Borrowings are subsequently carried at amortised cost with the difference between the proceeds, net of transaction costs and the amount due on redemption, being recognised as a charge to the income statement over the period of the relevant borrowing.

 

Interest expense is recognised on the basis of the effective interest method and is included in finance costs.

 

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

 

Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period with a corresponding adjustment to equity. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met. Forfeitures of share-based payment awards are accounted for as they occur, with the expense adjusted to reflect the actual number of awards expected to vest, without revising the original fair value determined at the grant date.

 

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions, and under the modified terms and conditions, are both determined at the date of the modification.  Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment.  The share-based payment expense is not adjusted if the modified fair value is less than the original fair value. In the event of forfeitures of share-based payment awards, any charges previously recorded for those awards are reversed.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

 

Adjusting items and alternative performance measures ("APMs")

The Group presents adjusted performance measures, which differ from statutory measures, as the Group considers that it allows a further understanding of the underlying financial performance of the Group. These measures are described as 'adjusted' and are used by management to measure and monitor the Group's underlying financial performance.

 

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

 

The Group uses Adjusted EBITDA as an APM. Adjusted EBITDA is used to evaluate the Group's financial performance, and offers a more consistent measure across periods, serving as a key metric for management incentives. Adjusted EBITDA is calculated by excluding depreciation, amortisation, foreign exchange gains and losses and adjusting items from profit from operations, its closest equivalent IFRS measure.

 

Adjusting items are items of income or expenditure that management considers, due to their nature, size or incidence, do not reflect the underlying performance of the Group's core operations for the period. They include amounts that are highly abnormal or infrequent, only incidentally related to the Group's ordinary activities, are non-cash, or are associated with investment activity, acquisitions, disposals, or corporate restructuring.

 

Employee benefits

The Group operates defined contribution pension schemes for certain employees of the Company. Contributions to these money purchase schemes are recognised as an expense within the Statement of Comprehensive Income as incurred.

 

3.     Critical accounting judgements, estimates and assumptions

 

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise judgement and use assumptions in applying the Group's accounting policies. Estimates and judgements will, by definition, seldom equal the related actual results but are based on historical experience and expectations of future events. Management believe that the estimates utilised in preparing the financial statements are reasonable.

 

Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The judgements and key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are as follows.

 

Critical accounting judgements:

 

White label agreements

At the commencement of a white label agreement, management evaluates the terms of the arrangement, including the roles and responsibilities of each party, the use of the Group's or another party's licence, the fee structure for the use of third-party brands and associate services, and the degree of control exercised by the Group. This assessment determines whether the Group acts as the principal, controlling the services provided to B2C customers, and thus recognises the gross revenue from customers, with fees paid to the brand owner treated as an expense. If the Group exercises control, any fees owed to the third-party brand owner for the use of the brand and associated services are recognised as a cost of sales or operating expense, depending on the nature of the agreement.

 

Management also assesses whether the arrangement gives rise to intangible assets, such as rights to use the brand. If the agreement primarily involves the provision of services by both parties without transferring control of an identifiable intangible asset, no intangible asset is recognised, and payments are treated as operating expenses or prepayments.

 

Classification of investments

The Group classifies its investments based on the level of influence or control over the investee. Investments are classified as subsidiaries under IFRS 10 when the Group has control, defined as power over the investee's relevant activities, exposure to variable returns and the ability to affect those returns through its power. Investments are classified as associates under IAS 28 when the Group holds significant influence, typically evidenced by: 

·      Board of Directors' representation;

·      Management personnel swapping or sharing;

·      Material transactions with the investee;

·      Policy-making participation; and

·      Technical information exchanges.

 

Where investments contain call options which are not yet exercisable, they are classified as financial assets under IFRS 9 and measured at fair value. Significant judgement is applied in assessing these criteria, particular when determining the appropriate classification of equity interests and related instruments, as outlined below in the case of two equity interests: 

Exalogic

The Group holds a 35% equity interest in Exalogic and Exalogic Sistemi (together the "Exalogic Companies"), along with two call options to increase ownership. The Group exercised significant judgement in assessing the accounting for its 35% equity interest in the Exalogic Companies, alongside the two call options, determining whether the investment constitutes control, significant influence, or a financial asset, impacting the financial statements' presentation. Refer to note 17 for further details of the call options and their terms.

Under IFRS 10, the Group assessed that it does not control the Exalogic Companies, as the 35% voting rights, together with the call options, do not give the Group control as the options are not currently exercisable. The investment was assessed to convey significant influence through voting rights and board representation, leading to its classification as an associate under IAS 28, accounted for using the equity method. The call options, which are not exercisable at this point in time, were judged to be derivatives under IFRS 9, requiring separate fair value measurement at acquisition and each reporting date, with fair values determined using specialist valuation inputs, as their non-exercisable nature precludes inclusion in control or influence assessments. The purchase consideration was allocated between the equity interest and the options based on the options' fair value, a judgement relying on specialist valuation to ensure appropriate separation of derivative components.

WindGG

The Group has a 60% shareholding interest in WindGG Holding Limited ("WindGG"). The Group exercised significant judgement in assessing whether it controls WindGG under IFRS 10, which requires power over the investee's relevant activities, exposure to variable returns and the ability to affect those returns through its power. The 60% shareholding provides the Group with majority voting rights and the ability to appoint the majority of WindGG's board of directors, enabling the Group to direct key operating and strategic activities, such as financial planning, budgeting and operational decision making.

The Group also considered the existence of reserved matters that require approval from the 40% minority shareholder. These matters, which include decisions such as liquidation or significant changes to the company's constitution, were assessed as protective rights under IFRS 10, as they are designed to protect the minority shareholder's interest and do not restrict the Group's ability to direct WindGG's relevant activities. Consequently, the Group determined that it exercises control over WindGG, and WindGG is accounted for as a subsidiary, with its results consolidated in the Group's financial statements and 40% included as a non-controlling interest.

Taxation

The Group is subject to various forms of tax in a number of jurisdictions. Given the nature of the industry and the jurisdictions within which the Group operates, the tax, legal and regulatory regimes are continuously changing and subject to differing interpretations. Judgement is applied in order to adequately provide for uncertain tax positions where it is believed that it is more likely than not that an economic outflow will arise. The Group has provided for uncertain tax positions which meet the recognition threshold, and these positions are included within tax liabilities. There is a risk that additional liabilities could arise. Given the uncertainty and the complexity of application of international tax in the sector, it is not feasible to accurately quantify any possible range of liability or exposure, and this has therefore not been disclosed.

 

The Group is aware of the increasing interest in the applicability of UK sales tax ('VAT'), or other possible duty tax, to the sale of tickets for prize draw competitions in the United Kingdom and have engaged with His Majesty's Revenue and Customs ("HMRC") on this matter during the year and post year-end. 

 

Based on professional advice taken to date, the Directors believe it is appropriate to treat the prize draws as exempt from VAT, however, recognise there is increased risk and the overall conclusion may be subject to further assessment by HMRC.  Accordingly, the Directors have determined that the risk around historic VAT liabilities or other duty tax constitutes a contingent liability, see note 30 for further information.

 

Capitalised development costs

 

The capitalisation of development costs requires judgement in estimating the time employees spend on qualifying development activities. Management reviews expenditures, including wages and benefits for employees, incurred on development activities and based on its judgment of the costs incurred assesses whether the expenditure meets the capitalisation criteria set out in IAS 38 and the Group's intangible assets accounting policy.

 

See note 13 for costs capitalised in the year.

 

Acquisition of customer lists

 

On 18 June 2025, the Group acquired the customer list of a white label brand for €3m (£2.6m). Management exercised judgement in assessing if the acquisition met the definition of a business as set out in IFRS 3.B11. In performing this assessment, management considered the nature of the assets acquired and noted that no employees, contractors, or substantive processes were transferred as part of the transaction. Accordingly, management concluded that the acquired customer list did not constitute a business, as it was not capable of operating independently to generate outputs without the Group's existing processes and workforce.

 

Management determined that as a result, the acquisition does not meet the definition of a business and is not treated as a business combination under IFRS 3.

 

Key sources of estimation uncertainty:

 

Purchase price allocation

 

Click Competitions Limited ("Click") was acquired by the group on 3 April 2025. As part of the acquisition, management are required to allocate the purchase consideration to the identifiable assets and liabilities acquired, including separately recognising any intangible assets such as customer relationships or brands not previously recognised in the acquiree's financial statements.

 

While the book values of working capital balances and acquired property and equipment have been determined to be largely approximate to their fair values, the valuation of previously unidentified intangible assets such as customer lists and brand is dependent on a number of assumptions and estimates by management (such as discount rates, relief from royalty rates, and estimated future cash flows including forecast underlying trading, and the attrition curves of customer relationships) that input into valuation techniques used in deriving their fair values. Estimates made by management influence the amounts of the acquired assets and assumed liabilities and the depreciation and amortisation of acquired assets.  These estimates involve inherent uncertainty and can materially affect the amounts recognised for intangible assets and goodwill. Accordingly, the purchase price allocation represents a critical accounting estimate due to the potential impact of changes in these assumptions on the financial statements.

 

4.     Revenue

 

The Group generates revenue primarily from operating prize draw competitions and skill-based games to win luxury cars and other prizes, and providing B2C online casino and sportsbook to individuals, and as a B2B offering, in Romania and other jurisdictions the Crowd Group operate in.

 

No single customer makes up 10% or more of revenue in any period.

 

Geographical reporting

 

The Group's performance can be reviewed by considering the geographical markets and geographical locations within which the Group operates based on location of the customer. This information is outlined below:

 

	Year ended 31 December 2025	Year ended 31 December 2024
	£'000	£'000
United Kingdom	37,393	26,682
Romania	129,831	8,578
Rest of the World	3,107	2,830
Total revenue	170,331	38,090

 

Revenue by product offering

 

The Group's revenue is derived from two primary product offerings: Prize Draw Competitions, including skill-based games, to win luxury cars, houses and other prizes; and Online Gaming, which comprises Online Casino and Online Sportsbook, Online Poker, White Label and B2B arrangements. For the purposes of disclosure, the Group has separately identified which revenue streams have been accounted for under IFRS 15, and the income that has been recognised under IFRS 9, that has been included within net revenue. This information is outlined below:

 

	Year ended 31 December 2025	Year ended    31 December  2024
	£'000	£'000
Online Poker	10,686	747
B2B	9,900	1,607
Revenue from contracts with customers (IFRS 15)	20,586	2,354
Prize Draw Competitions	40,165	28,776
Online Casino and Online Sportsbook - Own brand	75,436	4,028
Online Casino and Online Sportsbook - White label	34,144	2,932
Income from gains/(losses) (IFRS 9)	149,745	35,736
Total revenue	170,331	38,090

 

 

5.     Earnings per share

 

	Year ended 31 December 2025	Year ended    31 December  2024
Numerator	£'000	£'000
Profit for the year and earnings used in basic EPS	3,808	4,360
Earnings used in diluted EPS	3,808	4,360

 

 

	Year ended 31 December 2025	Year ended    31 December  2024
Denominator	Number	Number
Weighted average number of shares used in basic EPS	87,873,342	84,613,770
Employee share options	49,229	-
Weighted average number of shares used in diluted EPS	87,922,571	84,613,770

 

For further information on share options see note 24. The comparative denominator has been restated to reflect the share division in the year.

 

 

6.     Segmental reporting

The Chief Operating Decision Maker ("CODM") is responsible for allocating resources and assessing the performance of the Group. The CODM is considered to be the key management personnel (defined in note 9) following the Group's listing.

 

The CODM separately reviews the performance of three operating segments: Prize Draw Competitions, Online Gaming and Corporate costs. Results of these segments are reviewed by the CODM down to an Adjusted EBITDA level, with subsequent items not allocated by segment. A reconciliation of Adjusted EBITDA to Profit from operations is presented together with the Statement of Comprehensive Income.  

	Prize Draw Competitions	Online Gaming	Corporate	Total
2025	£'000	£'000	£'000	£'000
Gross revenue	77,933	130,029	-	207,962
Less: competition prizes	(37,631)	-	-	(37,631)
Net revenue	40,302	130,029	-	170,331
Adjusted EBITDA	9,634	24,892	(3,340)	31,186

 

	Prize Draw Competitions	Online Gaming	Corporate	Total
2024	£'000	£'000	£'000	£'000
Gross revenue	44,083	9,314	-	53,397
Less: competition prizes	(15,307)	-	-	(15,307)
Net revenue	28,776	9,314	-	38,090
Adjusted EBITDA	4,049	2,554	-	6,603

 

Reporting of assets or liabilities by segment is no longer presented to the CODM, as such no analysis has been presented.

 

7.     Adjusting items

	Year ended 31 December 2025	Year ended 31 December 2024
	£'000	£'000
Corporate restructuring costs	266	457
IPO Costs	8,167	-
IPO Bonus	4,224	-
Acquisition of Click	269	-
Share option expense	30	-
Supplier termination costs	511	-
	13,467	457

 

 

The Group incurred corporate restructure costs in the year, primarily relating to strategic decisions relating to market changes, and the related contractual costs. The Group incurred corporate restructure costs in the prior year primarily relating to the Group formation and acquisition of the Crowd Group.

 

The Group incurred costs relating to the successful listing of the Company in the year, together with the acquisition of Click (see note 26). These costs include professional fees and other expenses directly associated with the acquisition, and a one-off bonus specifically granted for the listing.

 

Share-based payment charges are treated as adjusting items as they are non-cash in nature and do not impact the Group's short-term liquidity or cash-generating ability.

 

During the year, the Group incurred one-off costs in connection with a supplier insolvency, relating to the settlement of pre-existing third-party claims on previously acquired assets. The costs do not reflect the Group's normal operating cost structure.

 

8.     Expenses by nature

 

Profit from operations is stated after charging:	Year ended 31 December 2025	Year ended 31 December 2024
	£'000	£'000
Depreciation (note 12)	466	57
Depreciation of right-of-use assets (note 15)	731	51
Amortisation of intangible assets (note 13)	4,511	53
Legal and professional fees	1,616	72
Adjusting items (note 7)	13,467	457
Auditor's remuneration:
Audit services
-     Fees payable for the audit of the Parent Company	350	120
-     Fees payable for the audit of subsidiaries	195	-
Non-audit services
-     Reporting accountant work (IPO)	2,030
-     Other non-audit services	17	-

 

9.     Employees and Directors

 

Total payroll costs (including Directors and key management) comprise:	Year ended 31 December 2025	Year ended     31 December 2024
	£'000	£'000
Wages and salaries	11,270	2,584
Social security contributions and similar taxes	671	258
Other pension costs	153	68
Termination benefits	67	133
Share-based payment	30	-
Other employee benefits	359	47
	12,550	3,090

 

 

The average number of people (including Directors) employed by the Group:	Year ended 31 December 2025	Year ended    31 December 2024
Prize Draw Competitions	41	23
Online Gaming	204	13
Corporate	9	3
	254	39

 

 

Director emoluments comprise:	Year ended 31 December 2025	Year ended   31 December 2024
	£'000	£'000
Directors' remuneration	450	556
Transaction bonus	130	-
Social security contributions and similar taxes	71	73
Pension contributions to money purchase schemes	13	14
	664	643

 

There were 2 Directors participating in money purchase pension schemes as at the year ended 31 December 2025 (December 2024: 2)

 

 

The key management personnel of the Group consists of the Company's Directors and a limited number of senior management personnel who have authority and responsibility for planning, directing, and controlling the Group's activities.

 

 

Key management personnel remuneration comprise:	Year ended 31 December 2025	Year ended   31 December 2024
	£'000	£'000
Remuneration	1,093	556
Transaction bonus	256	-
Social security contributions and similar taxes	114	73
Pension contributions to money purchase schemes	13	14
	1,476	643

 

 

Remuneration of the highest paid Director comprise:	Year ended          31 December    2025	Year ended        31 December 2024
	£'000	£'000
Emoluments	195	266
Social security contributions and similar taxes	30	35
Pension contributions to money purchase schemes	10	10
	235	311

 

In addition to the amounts presented in the above tables, a transaction bonus of €500,000 (£429,000) was paid to Keyplay Holdings Limited, a company wholly owned by members of key management personnel, including a Director, and an additional transaction bonus of €500,000 (£429,000) was paid to Romemma Limited, a company wholly owned by members of key management personnel.

 

10.  Finance income and expense

	Year ended 31 December 2025	Year ended    31 December 2024
	£'000	£'000
Finance income
Deposit account interest	407	162
	407	162
Finance expense
Interest on bank borrowings	2,516	81
Interest on lease liabilities	378	23
Foreign exchange loss on financing liabilities (note 29)	816	-
Unwind of discount on deferred consideration (note 26)	286	-
Other finance expenses	465	-
	4,461	104

 

 

11.  Taxation

 

The Group's tax expense for the year ended 31 December 2025 reflects the tax position of the Company and its subsidiaries. The Group operates in multiple jurisdictions with varying tax rates, which impact the effective tax rate.

 

Tax rates are based on standard corporate tax rates enacted or substantively enacted at 31 December 2025.

	Year ended 31 December 2025	Year ended 31 December 2024
	£'000	£'000
Analysis of tax expense
Current tax:
UK current tax on profits for the year	969	1,530
Adjustments in respect of prior periods	32	-
Foreign tax on income for the year	3,165	-
Total current tax	4,166	1,530
Deferred tax
Other movement	(447)	(126)
Total deferred tax	(447)	(126)
Total tax charge for the period	3,719	1,404

 

Reconciliation of tax expense and tax based on accounting profits:	Year ended          31 December 2025	Year ended 31 December 2024
	£'000	£'000
Profit on ordinary activities before income tax	8,892	6,034
Tax using the Group's domestic tax rates of 25% (2024: 24.5%)	2,223	1,478
Effects of:
Non-deductible expenses	1,421	(27)
Share of results of associates	(283)	-
Difference in foreign tax rates	(1,100)	-
Deferred tax assets not recognised	41	-
Uncertain tax position provision	1,417	11
Other tax movements	-	(58)
Tax expense for the period	3,719	1,404

 

The Group operates in multiple jurisdictions with varying tax rates, which impact the effective tax rate.

 

Deferred tax

 

Deferred tax assets

The following is the analysis of the deferred tax assets (after offset of a deferred tax liability related to right-of-use assets) for financial reporting purposes.

	Year ended 31 December 2025	Year ended 31 December 2024
	£'000	£'000
At the start of the period	315	-
Acquired on business combination	-	180
Movement in the period recognised in income statement	(2)	135
At the end of the period	313	315
	Year ended 31 December 2025	Year ended 31 December 2024
	£'000	£'000
Losses and tax credits carried forward	273	273
Employee-related accruals	1	2
Leases (net)	39	40
	313	315

 

The deferred tax asset related to leases is after the offset of deferred tax liabilities of £748,000 (2024: £583,000) on right-of-use assets against deferred tax assets on lease liabilities of £787,000 (2024: £623,000).

Deferred tax liabilities

	Year ended 31 December  2025	Year ended     31 December 2024
	£'000	£'000
At the start of the year	268	260
Acquired through business combination	1,688	-
Movement in the year recognised in income statement	(459)	8
At the end of the year	1,497	268

 

	Year ended 31 December 2025	Year ended  31 December 2024
	£'000	£'000
Intangible assets	1,410	-
Property, plant and equipment	87	268
	1,497	268

 

 

12     Property, plant and equipment

 

	Long leasehold £'000	Improvements to property £'000	Computer equipment £'000	Motor vehicles £'000	Fixtures  and fittings £'000	Total   £'000
Cost
At 1 January 2024	954	61	97	35	72	1,219
Additions	-	458	17	44	-	519
Common control transaction	-	1,715	236	50	41	2,042
Disposals	-	(10)	-	(29)	(72)	(111)
At 31 December 2024	954	2,224	350	100	41	3,669
Depreciation
At 1 January 2024	26	8	80	16	58	188
Charge for the period	4	21	18	13	1	57
Disposals	-	(2)	-	(13)	(58)	(73)
At 31 December 2024	30	27	98	16	1	172
Net book amount
At 31 December 2024	924	2,197	252	84	40	3,497
Cost
At 1 January 2025	954	2,224	350	100	41	3,669
Additions	-	275	404	1	-	680
Business combination	-	64	22	33	14	133
Disposals	-	-	-	(68)	-	(68)
Foreign exchange	-	132	28	-	3	163
At 31 December 2025	954	2,695	804	66	58	4,577
Depreciation
At 1 January 2025	30	27	98	16	1	172
Charge for the period	3	230	172	49	12	466
Disposals	-	-	-	(31)	-	(31)
Foreign exchange	-	18	16	-	1	35
At 31 December 2025	33	275	286	34	14	642
Net book amount
At 31 December 2025	921	2,420	518	32	44	3,935

 

Depreciation was recognised in the income statement within administrative expenses. There are no charges over the Group's tangible fixed assets.

 

For business combinations in the year see note 26. The common control transaction relates to the acquisition of Crowd in the previous year (see note 26).

 

 

13     Intangible assets

	Goodwill £'000	Domains and Brands £'000	Customer lists £'000	Software licenses £'000	Platform technology £'000	Total   £'000
Cost
At 1 January 2024	-	-	-	-	582	582
Additions	-	-	-	95	7,966	8,061
At 31 December 2024	-	-	-	95	8,548	8,643
Amortisation
At 1 January 2024	-	-	-	-	486	486
Charge for the period	-	-	-	2	51	53
At 31 December 2024	-	-	-	2	537	539
Net book amount
At 31 December 2024	-	-	-	93	8,011	8,104
Cost
At 1 January 2025	-	-	-	95	8,548	8,643
Additions	-	7	2,571	-	2,290	4,868
Business combination	6,154	6,132	488	-	4	12,778
Foreign exchange	-	-	50	5	470	525
At 31 December 2025	6,154	6,139	3,109	100	11,312	26,814
Amortisation
At 1 January 2025	-	-	-	2	537	539
Charge for the period	-	819	591	35	3,066	4,511
Foreign exchange	-	-	8	1	59	68
At 31 December 2025	-	819	599	38	3,662	5,118
Net book amount
At 31 December 2025	6,154	5,320	2,510	62	7,650	21,696

 

 

For business combinations in the year see note 26.

 

Internal development costs capitalised in the year totalled £2,266,000 (2024: £nil).

 

Amortisation is recognised in the consolidated statement of profit and loss within administrative expenses. There are no charges over the Group's intangible fixed assets.

 

The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the determination of a discount rate in order to calculate the present value of the cash flows.

 

Goodwill relates fully to the Click acquisition in the year. An impairment test on the Click CGU has been performed at the reporting date. The recoverable amount of the CGU has been determined from value-in-use calculations based on two-year cash flow projections prepared by management. The post-tax discount rate applied was 16%, the long-term growth rate applied was 2%. No reasonably possible change in the key assumptions would result in impairment of the CGU.

 

There are no indefinite life assets other than goodwill.

 

 

 

14     Other non-current assets

	31 December 2025	31 December 2024
	£'000	£'000
Restricted cash	5,050	4,843

 

 

As at the reporting date, the Group holds restricted cash totalling £5,050,000 (2024: £4,843,000), classified as non-current due to restrictions on its use with expected realisation beyond 12 months. This balance includes £2,000,000 held as a guarantee required by the bank in connection with a £41,500,000 loan facility held by the Company. This amount is accessible and repayable only upon full repayment of the loan. See further details on the loan in note 29.

 

The remaining balance of £3,050,000 (€3,500,000) (2024: £2,843,000 (€3,500,000)) is held by the Crowd Group to comply with gambling legislation requirements. The cash is held either on restricted accounts with commercial banks to facilitate bank guarantees, or directly with government agencies. The cash balances are either inaccessible while the licences are held or inaccessible within 3 months.

 

15     Leased assets

	31 December 2025	31 December 2024
Number of active leases	21	15

 

The leases range in length from 2 to 10 years depending on lease type. All lease payments are fixed over the lease term, with no variable payment elements capitalised as part of the right-of-use assets. The measurement of lease liabilities at 31 December 2025 reflects all expected future cash outflows. 

 

Extension, termination, and break options

The Group sometimes negotiates extension, termination, or break clauses in its leases. In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

On a case-by-case basis, the Group will consider whether the absence of a break clause would expose the Group to excessive risk. Typically, factors considered in deciding to negotiate a break clause include:

-       The length of the lease term;

-       The economic stability of the environment in which the property is located; and

-       Whether the location represents a new area of operations for the Group.

Incremental borrowing rate

The Group has adopted a rate with a range of 5.00% - 8.95% as its incremental borrowing rate, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. This rate is used to reflect the risk premium over the borrowing cost of the Group measured by reference to the Group's facilities.

Right-of-use assets

 

	Leasehold property £'000	Motor vehicles and equipment £'000	Total   £'000
Cost
At 1 January 2024	-	-	-
Acquired in business combination	3,592	27	3,619
At 31 December 2024	3,592	27	3,619
Depreciation
At 1 January 2024	-	-	-
Charge for the period	50	1	51
At 31 December 2024	50	1	51
Net book value
At 31 December 2024	3,542	26	3,568

 

 

	Leasehold property £'000	Motor vehicles and equipment £'000	Total   £'000
Cost
At 1 January 2025	3,592	27	3,619
Business combinations	377	-	377
Additions	3,563	87	3,650
Foreign exchange	213	(3)	210
Lease termination	(11)	-	(11)
At 31 December 2025	7,734	111	7,845
Depreciation
At 1 January 2025	50	1	51
Charge for the period	712	19	731
Foreign exchange	14	(5)	9
At 31 December 2025	776	15	791
Net book value
At 31 December 2025	6,958	96	7,054

 

 

Lease liabilities

 

	Leasehold Property £'000	Motor Vehicles and Equipment £'000	Total   £'000
At 1 January 2024	-	-	-
Additions	3,775	27	3,802
Interest expense	23	-	23
Lease payments	(7)	(1)	(8)
At 31 December 2024	3,791	26	3,817

 

 

	Leasehold property £'000	Motor vehicles and equipment £'000	Total   £'000
At 1 January 2025	3,791	26	3,817
Acquired in business combination	377	-	377
Additions	3,563	87	3,650
Interest expense	376	2	378
Lease payments	(859)	(36)	(895)
Lease termination	(11)	-	(11)
Foreign exchange	215	2	217
At 31 December 2025	7,452	81	7,533

 

 

Reconciliation of minimum lease payments and present value

	31 December 2025 £'000	31 December 2024 £'000
Within 1 year	1,050	786
More than 1 year and less than 5 years	4,735	2,792
After 5 years	3,962	1,310
Total including interest cash flows	9,747	4,888
Less: interest cash flows	(2,214)	(1,071)
Total principal cash flows	7,533	3,817

 

Reconciliation of current and non-current lease liabilities

	31 December 2025 £'000	31 December 2024 £'000
Current	589	367
Non-current	6,944	3,450
Total lease liability	7,533	3,817

 

16     Investments in associates

 

Group	31 December 2025 £'000	31 December 2024 £'000
At 1 January	2,915	-
Additions	-	2,855
Dividends receivable	(975)	-
Share of profits	1,133	60
Foreign exchange recorded in OCI	159	-
At 31 December	3,232	2,915

 

The Group owns a 35% holding in each of Exalogic and Exalogic Sistemi (together the "Exalogic Companies"), as well as two call options, which grant the right to acquire additional equity stakes in the Exalogic Companies. The principal place of business and incorporation of the Exalogic Companies is Italy.

 

The Group assessed its investment in the Exalogic Companies under IFRS 10 and concluded that it does not control the Exalogic Companies, as it lacks power over relevant activities given that the call options are not yet exercisable and thus its voting rights remain at 35%. The investment is accounted for as an equity accounted associate under IAS 28 due to significant influence and the call options are classified as derivative financial instruments. The call options are included within derivative financial assets (note 17).

 

The fair value of the 35% interest acquired exceeded the cost of the acquisition due to unrecognised goodwill.

 

£379,000 of the dividends receivable remain unpaid at year end.

 

Summarised financial information on Exalogic is detailed below:

	£'000
At 31 December 2025
Current assets	7,322
Non-current assets	510
Current liabilities	(4,130)
Non-current liabilities	(282)
For the year ended 31 December 2025
Revenue	14,177
Profit from continuing operations	3,238
Total comprehensive income	3,238

 

17     Derivative financial asset

	31 December 2025 £'000	31 December 2024 £'000
Call options relating to Exalogic Companies	477	586
Call options relating to Crowd	1,633	-
	2,110	586

 

Call options relating to Exalogic Companies

The Group has two call options over its 35% associate, Exalogic Companies. Details of the Group's investment in Exalogic Companies is included in note 16.

The terms of the call options are as follows:

Call Option 1

Call Option 1 grants the right to acquire an additional 35% stake, increasing the shareholding from 35% to 70%. Call Option 1 is only exercisable once trailing 12-month EBITDA exceeds €7m; this has not yet been achieved and, therefore, the call option is not yet able to be exercised. The call option has been renegotiated in the year, increasing the EBITDA threshold.

The Call Option 1 exercise price is calculated as follows:

•      4.5 multiplied by the greater of (i) €7m; or (ii) the aggregate EBITDA of the Exalogic Companies for the 12-month period ended prior to notice being given on the intention to exercise the option; plus

•      The net assets/debt of the Exalogic Companies as at the month-end prior to notice being given by the Group;

•      Multiplied by 35%.

If any dividends are paid by the Exalogic Companies between the notice date and exercise date, the net assets/debt of the Exalogic Companies will be reduced by the value of the dividends.

 

Call Option 2

Following the exercise of Call Option 1, the Group has the right to acquire the remaining equity stake in the Exalogic Companies. Call Option 2 may be exercised at any time after the exercise of Call Option 1.

The Call Option 2 exercise price is calculated as follows:

•      4.5 multiplied by the EBITDA of the Exalogic Companies for the 12-month period ended prior to notice being given to the sellers (with a floor of €5m if EBITDA is below this amount); plus

•      The net assets/debt of the Exalogic Companies as at the month end prior to notice being given by the Group;

•      Multiplied by 30%.

If any dividends are paid by the Exalogic Companies between the notice date and exercise date, the net assets/debt of the Exalogic Companies will be reduced by the value of the dividends.

 

The fair value of each call option are presented below:

	Call Option 1	Call Option 2	Total fair value
	£'000	£'000	£'000
At 31 December 2025	196	281	477
At 31 December 2024	316	270	586

 

 

Call options relating to Crowd Services Limited ("Crowd")

 

During the year, the Group entered into two call options over the remaining 4.14% equity interest in Crowd, for £nil consideration, through a transaction under common control.

 

Call Option 1

 

The option relates to a right to acquire 2.68% of Crowd, and can be exercised on, or before, the 10^th anniversary from the signing date (September 2025). Consideration payable is based on 2.68% of 3x EBITDA of specific business units within Crowd for the last twelve months prior to the exercise date. The option was in the money at inception  and accordingly a derivative financial asset was recognised at its fair value through other reserves.

 

Call Option 2

 

The option gives the Group the right to acquire 1.46% of Crowd. It was entered into in the year and can be exercised for £1,220,000 at any time once the EBITDA of the business exceeds €3m per month. The value of the option was negligible at inception and at the reporting date.

 

18     Inventories

 

	31 December 2025 £'000	31 December 2024 £'000
Competition prizes	2,840	631

 

The cost of Group inventories recognised as an expense in year ended 31 December 2025 amounted to £37,777,000 (2024: £15,307,000). This is recognised within net revenue.

 

19     Trade and other receivables

	31 December 2025	31 December 2024
	£'000	£'000
Trade receivables	6,824	4,863
Other receivables	2,600	1,026
Prepayments	1,102	1,347
Contract assets	142	127
	10,668	7,363

 

The fair value of trade and other receivables approximates to their carrying values.

In the Prize Draw Competitions segment, trade receivables relate to payment processor payments. As payment is due immediately upon customer purchase of a competition ticket and the Group does not offer any credit terms, no significant trade receivables arise beyond those associated with payment processor transactions.

In the Online Gaming segment, trade receivables relate to the Crowd Group's business-to-business ("B2B") services and processor balances that represent funds held by third-party payment providers before settled to the Group's bank accounts. 

Expected Credit Loss ("ECL")

The Group identified no specific bad debt provisions required. The Group calculated an ECL using the simplified approach under IFRS 9, based on reasonable and supportable information. For the remaining balances, customers demonstrated a consistent and reliable payment history, and any additional ECL was determined to be immaterial to the Group's financial position due to the short-term nature and low credit risk of these receivables.

The following table details the aging and risk profiles of trade receivables:

	< 30 £'000	31-60 £'000	6190 £'000	> 90 £'000	Total Gross £'000	ECL £'000	Total Net £'000
Expected credit loss rate	0%	0%	0%	0%	0%	-	0%
31 December 2024	4,146	36	30	1,048	5,260	(397)	4,863
31 December 2025	6,067	41	147	707	6,962	(138)	6,824

 

20     Cash and cash equivalents

 

	31 December 2025	31 December 2024
	£'000	£'000
Cash at bank	63,009	20,144

 

Cash and cash equivalents excludes restricted cash at 31 December 2025 of £5,050,000 (31 December 2024: £4,843,000), which has been recognised in other non-current assets. See note 14 for more details.

 

21     Trade and other payables

	31 December 2025	31 December 2024
	£'000	£'000
Trade creditors	13,393	6,793
Indirect taxes payable	7,112	5,486
Accruals	6,553	6,633
Players balances	3,805	3,614
Contract liabilities	300	55
Other creditors	1,457	1,071
	32,620	23,652

 

The Directors consider that the carrying value of trade and other payables approximates to their fair value. Trade payables are non-interest bearing and are normally settled monthly. Included within other creditors are competition liabilities, pension credits and outstanding social security balances.

 

22     Other financial liabilities

	31 December 2025	31 December 2024
	£'000	£'000
Game credits and competitions liability	266	310

 

23     Share capital

	31 December 2025	31 December 2024
	£'000	£'000
Allotted, called up and fully paid
Opening nominal value of 5p ordinary shares	423	423
Shares issued during the year	103	-
Closing nominal value of 0.5p (2024: 5p) ordinary shares	526	423

 

	31 December 2025	31 December 2024
	Number	Number
Allotted, called up and fully paid
Opening number of 5p ordinary shares	8,461,376	8,461,376
Shares issued as part of debt for equity transaction	1	-
Subdivision of shares from 5p to 0.5p	76,152,393	-
Shares issued on 3 November 2025	20,512,820	-
Closing number of 0.5p (2024: 5p) ordinary shares	105,126,590	8,461,376

 

During the year, the Company subdivided its shares, with each 5p share subdivided into 10 0.5p shares.

On 8 April 2025, the Company completed a debt-to-equity conversion relating to a £25,220,000 (equivalent to €30,400,000) liability owed to its UBO as of 31 December 2024. See note 29 for further information.

On 3 November 2025, the Company issued 20,512,820 ordinary shares at £1.95 per share.

 

All share classes rank pari passu, including voting and distribution rights and repayment of capital in the event of winding up.

 

Share premium	31 December 2025	31 December 2024
	£'000	£'000
At the start of the year	622	622
Debt for equity transaction	26,036	-
Shares issued in the year	39,897	-
Issue costs relating to shares issued in the year	(1,493)	-
At the end of the year	65,062	622

 

 

24     Share-based payment

 

Share Option Plan

 

The equity-settled Share Option Plan was adopted by the Company on 27 October 2025. The Share Option Plan consists of two separate plans called The Winvia Entertainment plc (Employees) Share Option Plan (the "Employees Plan") and The Winvia Entertainment plc (Consultants) Share Option Plan (the "Consultants Plan"). The terms of the two plans are the same save that only employees of the Group are eligible to participate in the Employees Plan and only consultants are eligible to participate in the Consultants Plan. The Share Option Plan may be used to grant options to acquire ordinary shares.

1,009,201 share options were subsequently granted, which all remained outstanding at year-end. The majority of the share options follow a vesting profile where 25% vest after one year, with the balance vesting in equal six-monthly periods over the next three years. The exercise price of options issued in the year was £1.95 and the fair value at grant date was £713,505. The total expense recognised in the income statement for the year relating to the share options was £29,730, with a corresponding credit to equity - share-based payment reserve.

The fair value of the options was determined at the grant date using the Black-Scholes option pricing model, taking into account the share price, expected volatility, risk-free interest rate, expected life of the options, and expected dividend yield. Expected volatility is estimated based on historic volatility of guideline companies in the industry.

No options were exercisable at the reporting date nor have been exercised in the year. The vesting of options may be subject to the achievement of performance conditions set at the time of grant.

An option may only be exercised to the extent vested and must be exercised within ten years from its grant. An option (whether vested or not) will lapse if the participant ceases to be in service due to cause. If service is terminated without cause then vested options may be exercised within 90 days of termination. If termination is the result of the death of the participant then vested options may be exercised within 12 months of death.

 

25     Subsidiaries

 

The Company has two direct subsidiaries as at 31 December 2025. Crowd Services Limited (incorporated in Gibraltar), of which it owns 95.86% of the issued shares, and Click Competitions Limited (incorporated in England and Wales), of which it owns 100%.

Crowd Services Limited directly and indirectly owns 100% of the issued shares of all other subsidiaries of the Group, apart from WindGG Holdings Ltd, in which it owns a 60% shareholding, as at 31 December 2025.

The table below sets out the details of the active subsidiaries under the control of Crowd Services Limited.

Subsidiaries	Country of incorporation	Proportion of ordinary shares .held at 31 December 2025
Crowd Interactive Holding Ltd	Malta	95.86% indirect holding
Crowd Entertainment Ltd	Malta	95.86% indirect holding
Stellar Development SRL	Romania	95.86% indirect holding
OmniPlay SRL	Romania	95.86% indirect holding
WOW Intl.	Cyprus	95.86% indirect holding
Sky Data Services SRL	Romania	95.86% indirect holding
360 Operational Services Ltd	Malta	95.86% indirect holding
SW Globe Hosting SRL	Romania	95.86% indirect holding
WindGG Holdings Ltd	Malta	57.52% indirect holding
WindGG International Ltd	Malta	57.52% indirect holding

 

Business disposals

In September 2025, the Group divested the non-core companies of Viral Interactive Limited and Best of the Best Limited (formerly known as Crowd Services UK Limited) for consideration of £1,000.

 

 

26     Business combinations

 

On 3 April 2025, Winvia acquired 100% of the share capital of Click Competitions Limited, a UK-based company in the competitions and prize draw market, for total consideration of £16,424,000, of which £5,600,000 was deferred for 12 months. The business combination was made as part of the Group's strategy to increase its presence in this sector. The fair values of the assets acquired and liabilities assumed is detailed below:

	Fair value
	£'000
Property, plant and equipment	133
Intangible assets (note 13)	6,624
Right-of-use assets	377
Total non-current assets	7,134
Cash and cash equivalents	1,400
Inventories	2,158
Loan receivables	3,360
Trade and other receivables	183
Total current assets	7,101
Trade and other payables	(2,185)
Lease liabilities	(377)
Total current liabilities	(2,562)
Deferred tax liability	(1,688)
Total non-current liabilities	(1,688)
Net assets acquired	9,985

 

	£'000
Consideration transferred	16,139
Less: fair value of net assets acquired	(9,985)
Goodwill (note 13)	6,154

 

Purchase consideration	£'000
Cash consideration paid on completion	7,630
Net debt and working capital adjustment	(165)
Settlement of outstanding directors loan accounts	3,360
Deferred cash consideration	5,600
Impact of discounting deferred consideration	(286)
Total consideration	16,139

 

 

Analysis of cash flows on acquisition	£'000
Cash consideration paid on completion	(7,630)
Net debt and working capital adjustment	165
Cash acquired at acquisition	1,400
Net cash outflow on acquisition	(6,065)

 

 

Acquisition costs were £269,000 and are recognised as an expense in the consolidated statement of comprehensive income. They have been presented within adjusting items (Note 7). Deferred consideration of £5,600,000 was discounted to its present value on acquisition of £5,314,000.

 

From the acquisition date to 31 December 2025, the acquiree contributed revenue of £5,528,000 and profit of £578,000 to the Group. If the acquisition had occurred on 1 January 2025, Group revenue would have been £173,005,000 and Group profit after taxation would be £5,995,000.

 

Business combinations in previous periods

 

On 11 December 2024, the Group acquired 95.86% of the equity interest in Crowd, and its subsidiary undertakings through a transaction under common control, for maximum total consideration of £43,654,000 (approximately €52,244,000).

 

There has been no changes to the recognition or measurement of the acquisition of Crowd in the year.

 

27     Non-controlling interest ("NCI")

 

The Group owns 95.86% of Crowd resulting in a 4.14% non-controlling interest. Crowd owns 60% of WindGG resulting in a 40% non-controlling interest. These non-controlling interests have been reported in aggregate below.

 

The following table summarises the NCI's share of key metrics. For the comparative period, the results relate to the period post-acquisition of the Crowd Group on 20 December 2024.

			Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Profit for the period			1,365	270
Other comprehensive income			24	(1)
Total comprehensive income			1,389	269

 

 

At 31 December 2025		Crowd Group (less WindGG) £'000	WindGG £'000	Total Crowd Group £'000
Non-current assets		19,145	2,708	21,853
Current assets		20,759	11,628	32,387
Non-current liabilities		(4,405)	-	(4,405)
Current liabilities		(21,549)	(10,146)	(31,695)
Net assets		13,950	4,190	18,140
Total non-controlling interest		578	1,676	2,254

 

 

At 31 December 2024		Crowd Group (less WindGG) £'000	WindGG £'000	Total Crowd Group £'000
Non-current assets		5,244	1,658	6,902
Current assets		19,711	7,959	27,670
Non-current liabilities		(1,861)	(1,575)	(3,436)
Current liabilities		(27,466)	(5,539)	(33,005)
Net (liabilities)/assets		(4,372)	2,503	(1,869)
Total non-controlling interest		(181)	1,001	820

 

 

The movement on the non-controlling interest reserve relates to:

	Year ended 31 December 2025 £'000		Year ended 31 December 2024 £'000
Opening balance	820	-
NCI share of comprehensive income	1,389	270
Capitalisation of waived debts	569	-
Dividends paid to NCI	(524)
NCI share of net liabilities at acquisition	-	550
Closing balance	2,254	820

 

Capitalisation of waived debts relates to £13,744,000 that was owed to the Company from its subsidiary, Crowd Services Ltd. See note 8 to the Company financial statements for further information.

 

28     Reserves

 

Share capital

Share capital represents the nominal value of shares that have been issued.

Share premium

Share premium represents any premiums received on issue of share capital. Any transaction costs associated with the issue of shares are deducted from share premium.

Share-based payment reserve

This reserve relates to the cumulative charge relating to unexpired share options issued by the Company.

Capital redemption reserve

The capital redemption reserve arises on the redemption or purchase of the Company's own shares out of distributable profits in accordance with the requirements of the Companies Act. It represents a non-distributable reserve equal to the nominal value of the shares redeemed or purchased.

Foreign exchange reserve

The foreign exchange reserve records the foreign exchange differences arising on translation of investments in foreign controlled subsidiaries. Amounts are classified to profit or loss when an entity is disposed of.

Other reserves

Other reserves arise from the difference between the cost of the investment and the carrying value of net assets acquired under book value accounting arising from the acquisition of Crowd Services Ltd in the prior year, and the Crowd call option entered into during the year.

Retained earnings

Retained earnings relate to cumulative net gains and losses less distributions made.

 

Non-controlling interests

Non-controlling interests relates to the cumulative net profit/(losses) and exchange difference in relation to non-controlling interest.

29     Borrowings

	31 December 2025	31 December 2024
	£'000	£'000
Current
Loans from UBO	-	27,413
Bank borrowings	4,560	29,318
	4,560	56,731
Non-current
Bank borrowings	28,544	-
Total borrowings	33,104	56,731

 

Loans from UBO

On 8 April 2025, the Company completed a debt-to-equity conversion relating to a £25,220,000 (equivalent to €30,400,000) liability owed to the UBO as of 31 December 2024. This liability was extinguished by issuing equity instruments (shares) to the shareholder. Due to foreign exchange fluctuations, the equity instruments were issued at a value of £26,036,000 (equivalent to €30,400,000), resulting in a £816,000 foreign exchange loss from the carrying value of the liability.

Bank borrowings

 

On 11 December 2024, the Company entered into a loan agreement with Eurobank Cyprus Ltd for a facility amount of up to £41,500,000. The loan was entered into for the partial financing of the acquisition of 95.86% of the share capital of the Crowd Group. The first drawdown under the facility occurred on 13 December 2024, with an amount of £29,246,000. In May 2025, the Company drew down an additional £8,400,000 of the loan available in order to finance the acquisition of Click.

 

The loan is repayable through 71 consecutive monthly instalments of £380,000, followed by a final balloon payment at the end of the loan term. The loan agreement was amended in September 2025 to remove a clause permitting the lender to alter the term and repayment profile of the loan at any time. Interest, fees, and other charges are payable monthly in addition to the capital repayments. The applicable interest rate for each interest period is based on a blended rate using the GBP Term SONIA rate and a deposit rate.

 

The loan agreement includes the following financial covenants:

 

-               The Group must maintain a ratio of net bank debt to Adjusted EBITDA of no more than 4:1, to be tested annually starting from the financial year ended 31 December 2025;

-               The Group must maintain a ratio of Adjusted EBITDA to interest of more than 2:1, to be tested every six months starting from the financial year ended 31 December 2025; and

-               The Group must maintain a ratio of net bank debt to adjusted equity ratio of no less than 1:1, to be tested annually starting from the financial year ended 31 December 2026.

 

30     Contingent liabilities

 

The Group operates in a number of jurisdictions in an industry where governments have introduced, or are contemplating the introduction of, new regulatory or fiscal arrangements that may impact on the Group's operations, The Group monitors the prevailing regulatory and tax environments in its jurisdictions and seeks to determine the applicability and impact of changes on the Group. The Group bases its compliance with corporate tax, indirect tax and gaming tax requirements on its interpretation of current legislation.

 

Given the continuing and developing nature of taxation for the industry and for international groups more widely, there is judgment required to interpret international tax laws and the methodology used to determine the amount of tax charges, current and future, arising. Due to developing practice and potential for alternative interpretations there is a risk that additional liabilities could arise. Given the uncertainty and complexity of the application of tax laws in the sector it is not feasible to reliably quantify the range of any such other potential liabilities and therefore none has been disclosed.

 

Further, the Group is aware of the increasing interest in the applicability of UK sales tax ('VAT'), or other possible duty tax, to the sale of tickets for prize draw competitions in the United Kingdom. The Group has engaged with His Majesty's Revenue and Customs ("HMRC") on this matter during the year and post year-end.  The Group also identified a recent response to a Parliamentary Question in February 2026 which stated that VAT should be applied to prize competition businesses at the standard rate. The Group understands the current industry practice is for prize draw competitions to be exempt from VAT and also that HMRC is engaging with other operators across the sector specifically in respect of this. 

 

At this time, any definitive outcome, including the determination of the applicability of any taxes, the period to which it would apply, and the calculation basis thereof, is uncertain.  Based on professional advice taken to date, the Directors believe it is appropriate to treat the prize draws as exempt from VAT, however, recognise that there is increased risk and the overall conclusion may be subject to further assessment by HMRC.  Accordingly, the Directors have determined that the risk around historic VAT liabilities or other duty tax constitutes a contingent liability and have therefore not recorded a provision. The contingent liability relates to both the Best of the Best business and the acquired Click Competitions Limited for which, if a liability were to arise, the Directors would consider enforcing any warranties and indemnities available to them. The Directors, based on professional advice taken, are not currently able to reliably estimate within an acceptable range, if any, the potential outflow, should it be concluded that VAT or another possible duty tax should be applied and therefore have not disclosed an estimate of any potential outflow of economic benefit. 

 

The Directors have not been able to reliably estimate this due to the range of possible outcomes owing to uncertainty as to the period of assessment, the nature of tax to be applied, the tax base used and any penalties or interest that may apply. Whilst the Group expects progress on the matter throughout 2026 and 2027, the timing as to the ultimate determination of the applicability of any taxes, and how this is achieved, is currently uncertain.

 

31     Commitments and contingencies

 

Guarantees

The Group has financial commitments under Romanian gambling law, requiring a guaranteed deposit amount for potential corporation and gambling tax liabilities in respect of its B2C businesses. To satisfy these requirements, at the reporting date the Group has guarantees of RON 33,300,000 (approximately £5,500,000) and RON 9,500,000 (approximately £1,570,000) respectively.

The Group engaged Smartown Investments SRL ("Smartown"), a related party controlled by the Group's majority shareholder, to procure these bank guarantees. The Group also indemnifies Smartown for any fees or losses if the guarantees are called and acts as a guarantor for Smartown's obligations under the bank letters, creating a cross-guarantee for its own potential tax liabilities. There is no current risk identified with regard to potential tax liabilities and therefore no liability has been recorded.

As at 31 December 2025, the guarantees had not been called.

32     Financial instruments

 

Financial assets

 

Financial assets measured at amortised cost comprise trade receivables, other receivables and cash. It does not include prepayments or taxes receivable. Financial assets measured at FVTPL include derivative financial assets relating to the call options in the Exalogic Companies and Crowd.  

	As at               31 December 2025	As at               31 December 2024
	£'000	£'000
Financial assets at amortised cost:
Trade receivables	6,824	4,863
Other receivables	1,500	1,026
Cash and cash equivalents	63,009	20,144
Other non-current assets (restricted cash)	5,050	4,843
	76,383	30,876
Financial assets at fair value through profit or loss:
Derivative financial assets	2,110	586
	2,110	586
Total financial assets	78,493	31,462

 

Financial liabilities

Financial liabilities measured at amortised cost comprise trade and other payables, accruals, lease liabilities, player balances and borrowings. It does not include taxation and social security or contract liabilities. Financial liabilities measured at FVTPL include the financial liability relating to the outstanding game credit.

	As at                   31 December 2025	As at               31 December 2024
	£'000	£'000
Financial liabilities at amortised cost:
Trade and other payables	14,238	7,966
Accruals	6,358	6,633
Lease liabilities	7,533	3,817
Player balances	3,805	3,614
Loans from UBO	-	27,413
Deferred consideration	5,600	-
Bank loans	33,104	29,318
	70,638	78,761
Financial liabilities at fair value through profit or loss:
Other financial liabilities (Game credit and competitions liability)	266	310
	266	310
Total financial liabilities	71,099	79,071

 

 

Fair value of financial assets and liabilities approximates to their carrying value.

Fair value measurements

The Group measures certain financial instruments at fair value, classified within the fair value hierarchy as follows: 

·      Level 1: Quoted prices (unadjusted), in active markets for identical assets or liabilities;

·      Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; or

·      Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Group holds two call options related to its 35% investment in the Exalogic Companies and two call options over the remaining 4.14% equity interest in Crowd, classified as derivative financial assets held at fair value through profit or loss. These options were initially recognised at their book value and remeasured to fair value at 31 December 2025.

The fair value hierarchy of financial instruments measured at fair value is presented below:

	Fair value hierarchy level	As at                 31 December 2025	As at              31 December 2024
		£'000	£'000
Derivative financial assets:
Exalogic Call Option 1	Level 3	196	316
Exalogic Call Option 2	Level 3	281	270
Crowd Call Option 1	Level 3	1,633	-
Crowd Call Option 2	Level 3	-	-
		2,110	586
Financial liabilities
Game credits and Competitions liability	Level 3	266	310

 

The following summarises the valuation methodologies and inputs used for derivative assets categorised in Level 3. No reasonable change in the inputs results in a material change to the fair value above.

 

Financial instrument	Valuation methodologies	Unobservable inputs
Derivative financial .assets	Expected cash flow model	Volatility, forecast EBITDA, valuation multiples
Game credits	Expected cash flow model	Redemption rates, player behaviour
Competition liability	Expected cash flow model	Player behaviour, ticket sales, competition results

Capital risk management

The primary objective of the Group's capital management is to ensure that it maintains a credit quality that enables the Group to raise funds at an economic interest rate and to maintain healthy capital ratios in order to support its business and maximise shareholder value. The Group considers its capital to comprise equity and bank debt. The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust borrowings, return capital to shareholders, issue new shares or convert debt to equity instruments.

The Group's funding policy is to raise funds to meet the Group's anticipated requirements. The Group's borrowings are subject to externally imposed capital requirements, including financial covenants such as maintaining specific debt-to-Adjusted EBITDA and debt-to-equity ratios. The Group monitors compliance with these covenants on an ongoing basis and, based on current projections, expects to maintain significant headroom against these requirements. The Board reviews the Group's capital structure and liquidity periodically.

Financial risk management

The Group is exposed through its operation to the financial risks: credit risk, market risk, interest rate risk, foreign exchange risk and liquidity risk. Risk management is carried out by the Directors, supported by the Group's finance teams. The Group uses financial instruments to provide flexibility regarding its working capital requirements and to enable it to manage specific financial risks to which it is exposed. The Group's risk profile includes exposures from the prize competitions business, online sportsbook, casino and poker revenue streams.

Credit risk

Credit risk arises from financial instruments that potentially expose the Group to losses if counterparties fail to meet their obligations, primarily cash and cash equivalents, player deposits and processor balances. The Group's operations include the Prize Draw Competitions business and the Online Gaming business, including online sportsbook, casino, and poker businesses.

The Group maintains cash and cash equivalents with reputable domestic and foreign financial institutions selected for their high credit quality based on investment-grade credit ratings. Although bank balances may exceed insured limits, the Directors are confident in the creditworthiness of these institutions, which include major banks with strong financial stability. The Group performs periodic evaluations of counterparties' credit standing by monitoring credit ratings, market data, and public information, adjusting exposures to ensure that risks from lower-rated counterparties remain within acceptable limits.

Crowd's online sportsbook, casino and poker businesses are predominantly card-based, requiring players to deposit funds in advance of participating, significantly reducing credit risk from player receivables. Processor balances, representing funds held by payment processors for the Group's gaming operations, are subject to credit risk. The Group mitigates this by partnering with established payment processors with strong credit profiles and conducting daily reconciliations to monitor credit trends and ensure timely settlement.

The Group applies the ECL model under IFRS 9 to assess impairment of financial assets, such as processor balances and trade receivables. ECL provisions are based on historical loss experience, counterparty credit ratings, and forward-looking economic factors, with no material ECL losses recognised during the year.

No single counterparty, including players or payment processors, accounted for 10% or more of the Group's revenue in the year, indicating no significant concentration of credit risk.

 

Market risk

Market risk relates to the risk that changes in market prices, specifically sports betting odds for the Group's online sportsbook and equity prices for derivative financial instruments, will impact the Group's income or the fair value of its financial instruments. Market risk management aims to control exposures to within acceptable limits, while optimising returns, conducted under the oversight of the Directors.

The Group's sportsbook operations involve offering betting odds, exposing the Group to betting price risk, where mispriced odds or unexpected betting outcomes could affect cash flows or jackpot liabilities. The Group mitigates this risk through sophisticated odds-setting algorithms and real-time market monitoring. The Group's casino and poker operations have fixed house edges, minimising price risk exposure. Derivatives, comprising call options to acquire additional equity in the Exalogic Companies and Crowd, expose the Group to equity price risk, as their fair value is dependent on the underlying companies' equity value.

The Group does not hold derivative financial instruments for speculative or trading purposes. Market risk exposures are continually monitored, with limits set to ensure volatility remains within the Group's risk appetite.

Interest rate risk

Interest rate risk is the risk that changes in market interest rates will affect the Group's borrowing costs, impacting financial performance and cash flows. This risk arises from borrowings with variable interest rates that fluctuate with market conditions.

The Group's borrowings consist of a bank loan issued in GBP, under which the applicable interest rate for each interest period is based on a blended rate using the GBP Term SONIA rate and a deposit rate. As GBP Term SONIA is a floating benchmark, the Group is exposed to fluctuations in market interest rates over the life of the loan.

The Group monitors developments in interest rates on an ongoing basis. At present, management does not consider the potential impact of reasonably possible changes in interest rates to be significant to the Group's financial performance or cash flows, and accordingly, no sensitivity analysis has been presented.

Foreign exchange risk

 

The Group operates internationally and is exposed to currency risk arising on financial instruments denominated in a currency other than the respective functional currencies of the Group entities, which are primarily Euros, Sterling and Romanian Leu. A change in exchange rates between the functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. That increase or decrease in expected functional currency cash flows is a foreign currency transaction gain or loss and is included in determining net loss for the period in which the exchange rate changes.

 

The primary financial instruments the Group holds in foreign currency relate to cash and cash equivalents. The carrying value at the reporting date by currency is summarised below.

	As at 31 December 2025	As at             31 December 2024
	£'000	£'000
Cash and cash equivalents by currency
Pounds Sterling	40,024	9,848
Euro	12,534	6,774
Romanian Leu	10,435	3,506
US Dollar	16	16
Total	63,009	20,144

Sensitivity analysis

A 10% strengthening of the Sterling against the Group's primary currencies at the respective reporting dates below would have increased/(decreased) equity and profit or loss by the amounts shown below:

		As at 31 December 2025	As at                31 December 2024
		£'000	£'000
Euro
Effect on equity	+10%	1,253	2,290
Effect on profit	+10%	(1,253)	(2,290)
		-	-
Romanian Leu
Effect on equity	+10%	1,043	154
Effect on profit	+10%	(1,043)	(154)
		-	-

A 10% weakening of the Sterling against the Group's primary currencies at the respective reporting dates would have an equal but opposite effect on the amounts shown above.

Liquidity risk

The Group maintains sufficient cash balances to meet its operational and strategic objectives. The Directors and management review cash flow forecasts on a regular basis to ensure the Group has sufficient cash reserves to meet future working capital requirements, settle financial liabilities as they fall due and to take advantage of business opportunities.

A maturity analysis of the Group's undiscounted cash flows arising from financial liabilities is shown below:

 

	As at                 31 December 2025	As at             31 December 2024
	£'000	£'000
Less than 1 year:
Trade and other payables	24,667	18,523
Deferred consideration	5,600	-
Bank borrowings	6,266	56,731
Lease liabilities	1,046	786
	37,579	76,040
More than 1 year and less than 5 years:
Bank borrowings	32,859	-
Lease liabilities	4,735	2,792
	37,594	2,792
After 5 years:
Lease liabilities	3,964	1,310
	3,964	1,310

 

 

 

33     Changes in liabilities from financing activities

 

	Opening balance	Financing cash flows	Interest charge	Other non-cash changes	Closing balance
	£'000	£'000	£'000	£'000	£'000
31 December 2025
Lease liabilities	3,817	(906)	378	4,244	7,533
Bank borrowings	29,318	1,636	2,516	(366)	33,104
Loans from UBO	27,413	(2,193)	-	(25,220)	-
Deferred consideration	-	-	-	5,600	5,600
Total	60,548	(1,463)	2,894	(15,742)	46,237

 

	Opening balance	Financing cash flows	Interest charge	Other non-cash changes	Closing balance
	£'000	£'000	£'000	£'000	£'000
31 December 2024
Lease liabilities	-	(8)	23	3,802	3,817
Bank borrowings	-	29,246	81	(9)	29,318
Loans from UBO	-	-	-	27,413	27,413
Total	-	29,238	104	31,206	60,548

 

34     Related party transactions

 

During the year, the Group made purchases from companies related by common control of the majority shareholder. The following transactions were expenses relating to business operations.  

 

		Purchases 2025	Purchases 2024	Payable at Dec-25	Payable at Dec-24
		£'000	£'000	£'000	£'000
Exalogic SRL		276	-	51	-
Koober Investments Ltd		2	-	2	-
Pay Technologies (CY) Limited		714	-	128	-
Skywind Malta Ltd		411	412	42	428
Smart Town		295	-	-	-
Globe Invest Limited		628	-	-	-
In Touch Games limited		-	-	-	2
Skywind Services Cyprus Ltd		5	-	1	-
E.E.C. INVEST IMOBILIARE SRL		889	-	-	-
Whitestreet Investments LTD		43	-	-	-
CHAYON TECHNOLOGIES LTD		305	-	247	-
PAYCOMCY Limited ("PAYCOMCY")		4,281	251	-	51
		7,849	663	471	481

 

During the year, the Group made purchases from the major shareholder totalling £5,786,000 (2024: £nil) relating to Advisory and Service fees incurred in respect of the IPO. There was no balance outstanding at the reporting date. As disclosed in note 29, the Group previously had a loan note payable to the major shareholder which was settled in a debt for equity transaction in the current year.

 

During the year, the Group made purchases from YaYa Global Tech Limited, a company controlled by certain key management personnel, totalling £148,100 (2024: £nil).

 

During the prior year, the Group acquired the Crowd Group, as disclosed in note 26, and acquired a gaming platform for total consideration of £7,967,000, from the major shareholder.

 

PAYCOMCY provides payment processing services to the Group. As at 31 December 2025, PAYCOMCY held £910,000 (2024: £710,000) of cash collected from customers due to the Group, included in trade receivables.

 

The Group made sales to Skywind Services Cyprus Ltd in the year totalling £13,525 (2024: £nil).

 

As part of the bank borrowings disclosed in note 29, Globe Invest Limited and Millionpaths Limited, entities that are under common control of the major shareholder, and Keyplay Holdings Limited and Mihai Manoilă, all acted as guarantors.

 

Disclosures relating to key management personnel remuneration is disclosed in note 9. Further related party disclosures are provided in note 17 and note 31.

 

 

35     Retirement benefit plans

 

The Group operates a defined contribution retirement benefit plan for all qualifying employees. The assets of the plans are held separately from those of the Group in funds under the control of trustees. The total expense recognised in the statement of profit or loss and other comprehensive income of £153,000 (December 2024: £68,000) represents contributions payable to these plans by the Group at rates specified in the rules of the plans.

36     Ultimate controlling party

 

Mr Teddy Sagi, who holds a direct 69.5% shareholding in the Company, is the ultimate controlling party, exercising control through his majority ownership.

37     Post balance sheet events

 

A final dividend of 5.9p per ordinary share has been proposed but not yet approved.

 

On 18 May 2026, the Group announced it had entered into an asset purchase agreement to acquire the trade, business and certain assets (excluding any liabilities, cash and trade receivables) of Rev Corp Limited, trading as Rev Comps, for expected consideration of £11,790,000. The final consideration amount is subject to the audited financial statements for the 12 month period ended 31 May 2026

 

The group will pay the consideration in thee instalments, currently estimated as; (1) at Completion (45%), (2) subject to final determination of Rev Comp's audited accounts for the year end 31 May 2026 (34%), and (3) a deferred portion payable on the 2nd anniversary of Completion (21%).  In addition, the Sellers may also be entitled to earnout payments based on achieved adjusted profit before tax growth of the business across the two financial years ending 31 December 2027 and 31 December 2028, compared to adjusted profit before tax in Rev Comp's audited accounts for the year ended 31 May 2026.