Annual Report & Accounts 2025
Our vision
Our vision is to make life more interesting.
Our mission
Our mission is to delight players with world-class
betting and gaming experiences.
Our brands
Read more about us on
our website evokeplc.com
Overview
01
Contents 01
At a Glance 02
Chair’s Statement 03
Strategic Report
05
Chief Executive Officer’s Review 05
Chief Financial Officer's Report 08
Going Concern and Viability 15
Business Model 18
Risk Management 19
ESG 27
Stakeholder Engagement 41
Governance
44
The Board of Directors 44
Corporate Governance Report 46
Nominations Committee 51
ESG Committee 53
Audit & Risk Committee 55
Technology Committee 63
Remuneration Committee 64
Directors’ Remuneration Report 66
Directors’ Report 76
Financial Statements
82
Independent Auditor’s Report 82
Consolidated Income Statement 91
Consolidated Statement
of Comprehensive Income
91
Consolidated Statement
of Financial Position
92
Consolidated Statement
of Changes in Equity
93
Consolidated Statement
of Cash Flows
94
Notes to the Consolidated
Financial Statements
95
Appendix 1 – Alternative
PerformanceMeasures
139
Company Statement
of Financial Position
141
Company Statement
of Changesin Equity
142
Company Statement
of CashFlows
142
Notes to the Company
FinancialStatements
143
Supplementary Information
145
Task Force on Climate-related
Financial Disclosures (TCFD)
Report
145
ESG Supplementary Data 156
Shareholder Information 158
Adjusted EPS
1.6p
Loss per share
(121.8p)
Adjusted EBITDA
£356.2m
Adjusted EBITDA margin
20.0%
Leverage
5.2x
Revenue
£1,781.9m
Loss after tax
(£549.1m)
2024 (8.9p)
2025 (121.8p)
(49.4 p)
2025 £356.2m
2024 £312.5m
2025 20.0%
2 0 24 17. 8%
2025 5.2x
2024 5.7x
2025 £1,781.9m
2024 £1,754.5m
2025 (£549.1m)
(£220.9m)
Key Performance Indicators
We track the following key financial performance indicators (KPIs). These KPIs allow us to assess our
progress against the Group’s strategy and help inform decision-making. These KPIs are aligned with
the performance criteria for Directors’ remuneration (see page 70) and also the strategic outcomes
monitored across the Group’s principal risks (see pages 22 to 26).
These KPIs are also some of the most commonly used KPIs for external stakeholders, particularly our
shareholders, when assessing the performance of the Group.
1. Adjusted EBITDA, Adjusted EPS, and Leverage are each an Alternative Performance Measure
(‘APM’) which does not have an IFRS standardised meaning. Refer to Appendix 1 – Alternative
performance measures for further detail including the definitions and reconciliations.
2. 2024 numbers have been restated - see note 1 to the financial statements for further information.
Reported metrics
2025 1.6p
2024 2024
01
evoke plc Annual Report & Accounts 2025
Overview
Supplementary Information
Financial Statements
Governance
Strategic Report
Our values
We are one of the world’s leading
betting and gaming companies
We offer a wide range of world-class
betting and gaming products
Online gaming
Online betting
Retail
Raise our game Win together Customers 1st
At a Glance
Our operating divisions
UK&I Online
Our sports betting and gaming brands are
some of the most popular in the UK&I market.
William Hill, William Hill Vegas, and 888casino
are our flagship brands, offering market-leading
products to millions of customers every month.
Revenue
£674m
Adjusted EBITDA
£151m
AMPs*
1.1m
International Online
Our International division serves customers
worldwide using our range of world-class brands,
with a primary focus on our other Core Markets
of Italy, Spain, Denmark, andRomania.
Revenue
£607m
Adjusted EBITDA
£175m
AMPs*
0.6m
Retail
Our William Hill retail estate has been a
permanent fixture on the UK high street since
1966. We now have a portfolio of over 1,000 shops
offering exciting betting and gaming products to
millions of customers all across the UK and online.
Revenue
£501m
Adjusted EBITDA
£55m
LBOs at 31 December 2025
1,235
Our markets
UK Retail 28%
UK Online 36%
Italy 12%
Spain 6%
Romania 4%
Denmark 3%
Other regulated/taxed 7%
Dotcom markets 4%
FY25
Revenue mix
*Average monthly players.
02
evoke plc Annual Report & Accounts 2025
Chair's Statement
Stewardship
through
change and
disciplined
progress
Dear Shareholders
I am writing my first Chair’s statement
at a pivotal moment for evoke.
During 2025, the Group delivered improved
profitability on an adjusted basis and made
significant operational progress. And then on
26 November the UK Chancellor said “Remote
gaming is associated with the highest levels of
harm, and so I am increasing remote gaming
duty from 21% to 40%”.
I am concerned that this reflects a failure of
Ministers to understand the harm this will do to
player safety and the damage it will cause one
of the UK’s most successful global industries; I
doubt it will even raise the forecast additional
taxes as it will lead to reduced investment in the
UK market and greatly promote the growth of
the illegal black market.
In response, your Board has had to act decisively
to protect shareholder value and to assess all
strategic options available to the Company.
A year of operational progress
In 2025 evoke delivered revenue of £1,782m,
representing growth of 2% year-on-year. While
this outcome was modestly below the Board’s
initial guidance range, Adjusted EBITDA
improved materially by 14% year-on-year to
£356m, delivering an Adjusted EBITDA margin
of approximately 20%. On a reported basis, we
recorded a loss after tax of £549m, principally
due to impairment charges against UK&I Online
and Retail, both discussed in more detail within
the CFO Report.
This improvement reflects the continued
execution of the Group’s Value Creation Plan:
a sharper focus on our core markets, improved
marketing efficiency, greater use of proprietary
platforms, structural cost efficiencies and a more
disciplined operating model. The fourth quarter
represented the Group’s strongest quarterly
revenue of the year, providing encouraging
momentum as we entered 2026.
The strengthened earnings profile also supported
further deleveraging during the year, reinforcing
the Group’s financial resilience ahead of the
major changes to come in the UK. The progress
achieved during the year is a testament to
the decisions taken by management and
the execution delivered by the executive
leadership team.
UK market taxation changes
On 26 November 2025, the UK Government
announced in its Autumn Budget that Remote
Gaming Duty would increase from 21% to 40%
from 1 April 2026. In addition, a new online sports
betting duty of 25% will apply from 1 April 2027 to
sports betting excluding horseracing, replacing
the existing 15% General Betting Duty.
The UK is the Group’s largest market, and during
2025 evoke paid substantial taxes and duties
to the UK Exchequer. In the Board’s assessment,
the scale of the proposed increase represents a
material shift in the economics of the regulated
UK betting and gaming sector will force
significant changes across the industry.
During 2025, evoke
delivered improved
underlying profitability
and operational
progress while
responding to a
significant shift in the UK
market, and the Board
has acted decisively to
ensure the Company
remains resilient
Mark Summerfield
Chair
The Department for Culture, Media and Sport
('DCMS') had told the Treasury before the
Budget that the gambling tax projections were
unrealistic and would cause job losses, black
market growth, and damage to horseracing.
The Treasury overrode the department
responsible for gambling policy anyway.
The Office for Budget Responsibility ('OBR')
subsequently confirmed DCMS’s concerns,
projecting a significant move to the black
market.
Evidence from regulated European markets –
such as the Netherlands – demonstrates that
sharp tax increases accelerate consumer
migration to the illegal black market. The UK
taxation changes will drive more consumers
towards illegal and untaxed operators that
provide none of the customer protections of
the regulated sector.
We are starting to see the consequences with
smaller operators exiting the market, significantly
less sponsorship in the racing industry and a
raft of job cuts being planned. By the time the
impact unwinds, I am certain the tax increase
that were put in place will represent a net
revenue loss for the Treasury.
We will continue to engage constructively with
policymakers and regulators, but we strongly
believe there must now be far greater urgency
from the UK Government and the industry
regulator in addressing the growth of the black
market. A sustainable and well-regulated
market cannot be maintained by overburdening
licensed operators while leaving unregulated
competitors to expand unchecked. The small
amount of money given to the industry regulator
to tackle the black market is simply insufficient.
To tackle this issue effectively needs cross-
departmental support, not least to ensure the
broader industry supply chain and ecosystem,
including advertising platforms, recognise the
role they need to play in tackling this challenge.
03
evoke plc Annual Report & Accounts 2025
Governance
Financial Statements
Supplementary Information
Strategic Report
Overview
On 20 April 2026, in response to media
speculation the Group announced that in
connection with the ongoing strategic review,
it was in discussions with Bally’s Intralot S.A.
regarding a possible offer for the entire issued
and to be issued share capital of the Group
at a price of 50p per share. At the date of this
report discussions remain ongoing.
Board and governance
The Board continues to take a balanced
view of the interests of all stakeholders, and in
particular with respect to the ongoing strategic
review, to ensure the relevant considerations are
embedded within decision-making. In respect of
ESG initiatives, progress was made during 2025
across our People, Players and Planet priorities,
with further details on pages 27 to 40.
Management has moved swiftly to implement
mitigation plans, including supplier negotiations,
operating cost efficiencies, selective reductions
in marketing expenditure and the closure of
retail locations that are no longer economically
sustainable. Further information on our actions
is contained in the CEO’s Report. As one of the
largest operators in the UK market, evoke is
better positioned than many peers to navigate
this environment and, over time, may benefit
from further consolidation of market share
within the regulated sector.
Strategic review
Following the Budget announcement, on 10
December 2025 the Board confirmed it had
initiated a review of the Company’s strategic
options. This includes consideration of a range
of potential alternatives to maximise shareholder
value, including, but not limited to, a potential
sale of the Group or certain assets.
In addition to the structural changes in the
UK market, the Board has also considered the
Group’s existing capital structure, including its
leverage position and upcoming refinancing
requirements, most notably the July 2028 debt
maturity. In this context, the Board believes it
is prudent to assess the full range of strategic
options available to the Company to ensure
an optimal capital structure and long-term
financial flexibility.
While no conclusions have been reached
and there can be no certainty as to the
outcome of the review, the Board considers this
process to be an important component of its
broader assessment of the Group’s long-term
viability and financial resilience, As part of this
assessment, the Directors identified two material
uncertainties, one in respect of the Group’s
ability to refinance its July 2028 debt before
January 2028, and one in respect of the
ongoing strategic review, both as discussed
further in the Going Concern and viability
statement on page 17.
During the year, the Board further strengthened
its governance framework through the
establishment of a Technology Committee,
providing enhanced oversight of the Group’s
major technology investments and initiatives
and ensuring alignment with strategy, effective
risk management and operational resilience.
I would like to thank Anne and all my Board
colleagues for their incredible support during
this period.
Looking ahead
While 2025 presented both progress and
disruption, evoke ends the year with a
strengthened and more efficient operating
model, and clear strategic focus. The Board’s
priorities for 2026 are to oversee disciplined
execution of management’s mitigation
plans, maintain balance sheet strength
and conduct the strategic review with
rigour and independence.
We remain committed to acting in the best
interests of shareholders and all stakeholders
and to the highest standards of governance,
independence and oversight as we navigate
this next phase of the Company’s development.
On behalf of the Board, I thank our colleagues
across the Group for their resilience,
professionalism and continued commitment
during a year of significant change and a
period of understandable uncertainty.
Mark Summerfield
Chair
In October 2025, Lord Jon Mendelsohn stepped
down as Chair after more than five years with
the Company. On behalf of the Board and the
entire evoke team, I would like to thank Jon for
his significant contributions, including his period
as Interim Executive Chair and his role in guiding
the Group through a period of transformation
and strategic reset.
Having served on the Board as a Non-Executive
Director for over five years, I was appointed Non-
Executive Chair. Anne de Kerckhove, the Board’s
Senior Independent Director, assumed the
newly created position of Deputy Chair, while
continuing in her existing roles.
04
evoke plc Annual Report & Accounts 2025
Chief Executive Officer’s Review
Disciplined
execution
delivering
continued
growth
Dear Shareholders,
2025 was a year of strategic and
operational progress, materially
improved profitability (on an adjusted
basis), and decisive action planning in
response to significant external change.
While revenue growth of 2% for the year
was slightly below our original medium-
term ambition, the business delivered a
clear step change in Adjusted EBITDA
Margin. Notwithstanding the UK duty
changes and resulting strategic review
described in the Chair statement,
we entered 2026 with improved
operational momentum, which will
be required to navigate the more
challenging external environment
the Group will need to operate in.
2025 represents the second full year of
executing our Value Creation Plan and the
continued reset of evoke. When I joined, it was
clear that the Group possessed strong brands,
technology foundations and market positions,
but performance had not consistently reflected
that potential. Over the past two years we
have reshaped the operating model, simplified
structures, strengthened accountability and
embedded a sharper focus on customer value
and returns on investment.
The operational progress delivered in 2025
demonstrates that this reset is working. The
business today is structurally more efficient, more
focused and better positioned to respond to
external change than it was at the beginning
of this transformation. However, as Mark
Summerfield outlined in his Chair statement, the
scale of the UK duty changes announced in
November 2025 are such that we have had to
reassess how we approach the transformation.
This has involved having to take further difficult
decisions to protect the future of the business,
including closing unprofitable retail stores, and
right-sizing our cost base.
During 2025 we
continued to transform
evoke, strengthening
our operating model,
enhancing our core
capabilities and
delivering a step-
change in underlying
profitability through
disciplined execution
Per Widerström
Chief Executive Officer
We are making these changes in parallel to
the strategic review being undertaken by the
Board, to ensure we are well placed for the
future in any scenario.
Financial performance
Group revenue for FY25 was £1,782m, representing
growth of 2% year-on-year. Adjusted EBITDA of
£356m represented an increase of approximately
14% year-on-year, delivering an Adjusted EBITDA
margin of around 20%. On a reported basis the
loss after tax was £549m, driven primarily by
exceptional items including £440m of impairment
related to Retail and to UK Online, both as
described in the CFO Report later.
The improvement on an adjusted basis reflects
the disciplined execution of our Value Creation
Plan. We have optimised marketing efficiency,
strengthened bonus management, increased
the use of our proprietary technology platforms
and simplified the operating model. Contribution
growth continued to outpace revenue in our core
markets during the year, underlining our focus on
sustainable, profitable growth.
The fourth quarter was the strongest revenue
quarter of the year, demonstrating encouraging
underlying momentum despite tougher prior-year
comparatives in sports.
05
evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Delivering our Value Creation Plan
Our strategy remains anchored in three clear
principles:
• Drive profitable and sustainable revenue
growth
• Improve profitability and efficiency through
operating leverage
• Deleverage through disciplined capital
allocation
During 2025 we made tangible progress against
each of these objectives: Revenue growth was
delivered for five consecutive quarters through
to Q3 2025, with Q4 2025 strong but set against
tough comparatives; profitability improved
materially on an adjusted basis; and leverage
reduced significantly from 5.7x to 5.2x.
Crucially, this progress was achieved while
continuing to invest in the long-term capabilities
that underpin sustainable growth — including
data, intelligent automation, customer lifecycle
management and platform integration. The
combination of near-term performance
improvement and structural capability build
remains central to how we create value.
Strengthened and more diversified core
The profile of evoke has evolved materially
since launching the Value Creation Plan at
the beginning of 2024. We are now a more
diversified and more resilient business.
International markets delivered another year
of strong and profitable growth, particularly
across our core geographies of Italy, Spain,
Denmark and Romania. Growth was broad-
based and underpinned by both improved
product capability and disciplined
commercial execution.
In Italy, 888casino continued to outperform local
and omni-channel competitors, as we became
the number three casino operator in the market,
supported by strong brand positioning and
localised product enhancements.
Chief Executive Officer’s Review continued
Building a fit-for-purpose
future-proof organisation
remains central to how
we create value
In Denmark, the migration of Mr Green to our
in-house platform in Q1 provided a foundation for
accelerated performance during the year, with
product upgrades and enhanced engagement
features supporting record revenue levels in the
second half.
Importantly, international growth was delivered
with strong margin progression. The division
continued to benefit from operating leverage,
platform synergies and improved bonus
optimisation, further diversifying the Group’s
earnings profile and reducing reliance on the
UK market.
In Retail, the successful rollout of 5,000 new
gaming machines completed in March 2025
and helped return the estate to gaming
growth during the year. At the same time, the
continued challenging high street conditions
and inflationary cost pressures meant we
undertook a detailed review of the estate
to ensure the estate remains commercially
sustainable. As a result of this review we
closed 68 shops in Q4 2025 and in March 2026
announced the closure of a further c.200 shops
due to happen in Q2 2026. We also recorded
an impairment charge against Retail (discussed
further in note 3 to the financial statements).
In UK Online, revenue performance was mixed,
but profitability improved significantly as we
refined our marketing approach and prioritised
customer value over volume. William Hill delivered
encouraging product-led momentum, supported
by improvements in user experience and
engagement features, while 888 UK remained
in transition as we focused on strengthening
marketing returns. As a result of the upcoming
change in UK duty rates we also recorded an
impairment charge against UK Online (discussed
further in note 3 to the financial statements).
Underpinning the improvement in underlying
profitability has been a step-change in our
core capabilities. During 2025 we continued
to strengthen our data, customer lifecycle
management and intelligent automation
platforms, enabling more precise customer
segmentation and materially improved
marketing return on investment.
Enhanced real-time analytics and automation
across areas such as player safety, fraud
detection, withdrawals and customer servicing
have reduced friction for customers while
improving operational efficiency. There is still a
long way to go to reach our full potential, but
these capability improvements are structural
and will continue to compound over time,
supporting both margin expansion and more
sustainable revenue growth across the Group.
AI & Intelligent Automation:
building an AI-first evoke
Artificial Intelligence and Intelligent Automation
are central to evoke’s ambition to operate
as an AI-First organisation. During 2025, we
accelerated the deployment of AI-enabled
capabilities across core business processes as
part of our Operations 2.0 strategic initiative.
Over 60 AI and automation solutions were
deployed into production during the year,
primarily across Customer Operations, Risk
and Trading. Over the last 12 months, AI and
Intelligent Automation solutions executed more
than 4.4 million operational tasks and process
steps across the group, demonstrating the scale
at which automation is now embedded within
our operations. These solutions streamline high-
volume workflows, reduce manual intervention,
improve accuracy and enhance operational
control. In Customer Operations, automation
has supported faster processing times, improved
service consistency and strengthened player
safety controls.
AI has also enhanced data-driven decision-
making and personalisation across customer
journeys. Improved segmentation and
optimisation tools have enabled more relevant
customer interactions, stronger marketing return
on investment and enhanced oversight of safer
gambling interventions. We recognise we are
at the early stages of our journey and we see
significant further potential ahead.
To ensure AI is deployed responsibly and at scale,
we strengthened governance and oversight
during the year. A dedicated AI Committee and
a newly established AI Centre of Excellence
provide structured risk assessment, lifecycle
management and cross-functional coordination,
ensuring that innovation remains aligned with
regulatory expectations and our risk appetite.
In 2026, we will expand Operations 2.0 into a
broader AI-First initiative. In addition to the
execution of our AI Strategy we will prioritize the
transformation of all our workflows into agentic
workflows, democratize AI across the whole of
evoke to upskill employees in safe usage and to
create an AI First culture, and responsibly deploy
next-generation AI capabilities under robust
governance frameworks.
Our ambition is clear: to leverage AI responsibly
to drive structural efficiency, enhance customer
experience, keep players safe, and create
sustainable competitive advantage.
06
evoke plc Annual Report & Accounts 2025
We still expect to mitigate approximately
50% of this impact from the first full year of
implementation through supplier savings,
operating cost efficiencies, selective reductions
in marketing expenditure, retail store closures,
and adjustments to customer propositions such
as reduced bonusing.
We acted quickly and decisively with our
commercial teams in Gibraltar who manage
the UK and International online businesses.
During the final months of 2025 we began
implementing mitigation plans, including
organisational changes and the closure of
retail locations that are no longer economically
sustainable. These decisions are never taken
lightly but are necessary to protect long-term
shareholder value.
Our people
The operational progress delivered during
2025 reflects the resilience, adaptability and
professionalism of our colleagues across the
Group. Over the past two years, our teams have
navigated transformation, platform migrations,
cost optimisation and now a major regulatory
shift. Their commitment and determination will
again be critical as we execute the next phase
of our strategy.
On behalf of the Board and leadership team,
I would like to thank all colleagues for their
hard work and dedication during a period of
sustained change.
Strategic review
In December 2025, the Board initiated a
review of the Company’s strategic options. This
includes consideration of a range of potential
alternatives to maximise shareholder value, with
the Chair statement covering the current status
of the review.
Operationally, our priorities remain unchanged:
disciplined execution to drive profitable growth,
continued margin expansion, and careful
capital allocation. The improving profitability
and strengthened operating model delivered in
2025 reinforce the inherent strategic value of the
business as the review process progresses.
Focus for 2026
Looking ahead, our operational focus is clear:
• Protect cash and strengthen balance
sheet resilience.
• Execute UK mitigation plans
with discipline.
• Accelerate profitable growth in
targeted international markets.
• Continue embedding AI-led automation
and data-driven decision-making.
• Maintain a lean, agile operating
structure.
Chief Executive Officer’s Review continued
Deleveraging and disciplined
capital allocation
The improvement in underlying profitability
during 2025 together with disciplined capital
allocation supported further significant progress
in deleveraging.
During the year we also successfully refinanced
the 2027 senior secured notes with new Euro
denominated senior secured notes due 2031,
extending duration and improving flexibility.
Reducing leverage over time remains a core
priority, notwithstanding the significant impact
of UK duty changes.
Alongside this, we continued to pursue capital-
light growth opportunities, including expanding
brand licensing arrangements with a launch
in the Netherlands. This disciplined approach
ensures that capital is allocated where it can
generate the highest returns while preserving
financial strength in a more uncertain
regulatory environment.
UK duty changes and strategic response
In November 2025, the UK Government
announced a significant increase in Remote
Gaming Duty and other gaming and betting
duties. We were very disappointed by this
outcome. The scale of the increase represents
a material shift in the economics of our largest
market and will have a substantial impact across
the regulated industry.
As announced at the time of the budget, we
outlined the changes would increase Group
duty costs by approximately £125m–135m on
an annualised basis once fully implemented
and prior to any mitigations, with around £80m
impacting FY26. This initial estimate was based
on 2025 gross gaming revenue expectations. Our
current expectations are that the impact will be
slightly lower than this, primarily reflecting our
expectation that UK revenue declines from 2025
levels as a result of black market leakage.
The strategic initiatives that underpin
our plan are evolving in response to the new
UK duty framework, but our core principles
remain unchanged: sustainable revenue
growth, operating leverage and disciplined
capital allocation.
While the scale of the UK duty increase
represents a fundamental shift for our
industry, evoke is responding decisively.
With a strengthened underlying earnings
base, disciplined leadership and clear strategic
focus, we remain committed to delivering
sustainable value creation for shareholders.
Per Widerström
Chief Executive Officer
07
evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Chief Financial Officer's Report
I am pleased to report a resilient set of results for
the full year, reflecting continued progress against
our strategic and financial priorities. During 2025,
the Group delivered improved profitability on an
adjusted basis, strengthened its operating model
and made further progress on deleveraging,
despite revenue coming in below our initial
expectations. However, the UK duty changes
announced in November 2025 were incredibly
disappointing, and have led to the need to take
significant steps to mitigate the potential impact.
This has included the Board initiating a strategic
review as discussed in the Chair statement. The
announced duty changes were also a key driver
of the reported financial results for the year with a
significant impairment charge in UK Online as a
result, coupled with impairment in Retail related
to ongoing challenging high street conditions.
Our 2025 performance reflects our continued
focus on driving profitable growth, improving
operational efficiency and maintaining
disciplined capital allocation. Over the past
18–24 months, we have taken decisive actions
to transform the business. While the underlying
trajectory of the business is improving, the
external environment, particularly in the UK, has
become significantly more challenging, and as
a result we have taken disciplined and decisive
actions to ensure the Group’s resilience.
For the full year, Group revenue was £1,781.9m,
representing growth of 2% year-on-year, with
year-over-year revenue growth delivered across
the first three quarters of the year and a strong
exit in Q4, which was the highest revenue quarter
of the year. More importantly, we delivered a
step change in underlying profitability, reflected
in Adjusted EBITDA growth of 14% to £ 356.2m,
and Adjusted EBITDA Margin expansion of 2.2
percentage points to 20%.
On a reported basis the loss after tax was
£549.1m (FY24: £220.9m), primarily as a result
of impairment charges in Retail and UK Online,
both as described later.
While non-cash impairment charges do not
impact the Group’s underlying results, it is a
clear indication of the structural change in the
UK market and the need to adapt the business
accordingly.
The improvement in underlying profitability
reflects both the benefits of structural changes
made across the business and continued
cost discipline. These include better bonus
optimisation, more efficient marketing spend,
increased utilisation of proprietary platforms and
trading capabilities, and the simplification of the
operating model. These are not short-term cost
actions but structural improvements that are
enhancing our margin profile and enabling us
to deliver operating leverage over time.
Our marketing approach has continued to
evolve positively. During the year, we maintained
a disciplined and data-driven approach to
customer acquisition and retention, focusing
on customer value over volume and improved
returns on investment. This has supported both
profitability and cash generation, with marketing
spend deployed more effectively across channels
and geographies.
We have also maintained tight control of the
cost base. Total operating costs (excluding
exceptional items) were broadly stable year-
on-year despite inflationary pressures, including
increases in National Insurance and the National
Living Wage. This reflects the continued execution
of our cost optimisation programmes and a
growing contribution from automation and
process efficiencies across the business.
A key priority for the Group remains deleveraging.
During 2025 we made further progress, supported
by improved Adjusted EBITDA and disciplined
capital allocation, with leverage reducing to
approximately 5.2x at year end (FY24: 5.7x).
Reducing leverage over time continues to be a
central focus of the Group. However, following the
changes to UK duties announced in November
2025, the previously stated medium-term target of
below 3.5x leverage by 2027 was withdrawn as it
was no longer considered achievable under the
revised outlook.
In September 2025, we also strengthened
the Group’s financing position through a
comprehensive refinancing, successfully issuing
€600m of 8.0% senior secured notes due 2031,
alongside the establishment of a new £200m
revolving credit facility.
The proceeds were used to redeem the Group’s
€582m senior secured notes due 2027 and
refinance drawings under the prior revolving
credit facility, successfully extending the
Group’s debt maturity profile, with no significant
maturities now falling due before January 2028.
At year end, the Group had cash balances
(excluding customer deposits) of £128.4m
and access to total liquidity of just over £200m,
including £81m of undrawn capacity under
the revolving credit facility. This provides a
robust liquidity position and supports the
Group’s ability to operate through a range
of potential downside scenarios, albeit
in assessing going concern and viability
2025 was a year of
meaningful internal
progress, with
improved operational
performance and a
clear enhancement in
underlying profitability,
set against significant
external change in our
largest market that
requires a disciplined
and decisive response
Sean Wilkins
Chief Financial Officer
Improving
profitability
and
maintaining
financial
discipline in
a changing
environment
08
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Chief Financial Officer's Report continued
the Directors have identified two material
uncertainties, one in respect of the Group’s
ability to refinance its July 2028 debt before
January 2028, and one in respect of the ongoing
strategic review, both as discussed further in the
going concern and viability statement.
Reconciliation of adjusted results to reported results Adjusted results
Exceptional items
and adjustments ***** Statutory results
2025
£m
2024
1
£m
2025
£m
2024
1
£m
2025
£m
2024
1
£m
Revenue 1,781.9 1,754.5 0.0 0.0 1,781.9 1,754.5
Cost of sales (604.8) (610.5) 3.9 6.6 (600.9) (603.9)
Gross profit 1,177.1 1,144.0 3.9 6.6 1,181.0 1,150.6
Marketing expenses (264.8) (268.1) 0.0 0.0 (264.8) (268.1)
Operating expenses** (556.9) (562.4) (58.8) (107.7) (615.7) (670.1)
Share of post-tax profit of equity accounted associate 0.8 (1.0) 0.0 0.0 0.8 (1.0)
EBITDA* 356.2 312.5 (54.9) (101.1) 301.3 211.4
Impairment*** (0.0) 0.0 (440.3) 0.0 (440.3) 0.0
Depreciation and amortisation**** (115.9) (121.3) (86.1) (108.6) (202.0) (229.9)
(Loss)/profit before interest and tax 240.3 191.2 (581.3) (209.7) (341.0) (18.5)
Finance income and expenses (184.0) (178.6) (54.6) 10.0 (238.6) (168.6)
(Loss)/profit before tax 56.3 12.6 (635.9) (199.7) (579.6) (187.1)
Taxation (charge)/credit (50.6) (51.8) 81.1 18.0 30.5 (33.8)
(Loss)/profit after tax 5.7 (39.2) (554.8) (181.7) (549.1) (220.9)
Attributable to:
Equity holders of the parent 7.3 (40.2) (554.8) (181.7) (547.5) (221.9)
Non-controlling interests (1.6) 1.0 0.0 0.0 (1.6) 1.0
Basic (Loss)/earnings per share (p) 1.6 (8.9) – – (121.8) (49.4)
1. 2024 results have been restated – see note 1 to the financial statements for further information
* Foreign exchange adjustments of £3.9m gain within Cost of sales, £25.8m expense within Operating expenses and £24.8m gain within Finance income and expenses.
** Statutory Operating expenses of £615.7m includes Operating expenses of £587.7m (being the Operating expenses of £789.7m less Depreciation and amortisation of
£202.0m) and Exceptional items – operating expenses of £28.0m per the note 3 of the consolidated financial statements.
*** Impairment charge of £440.3m includes £169.5m in respect of Retail and £270.8m in respect of the UK Online CGU.
**** Statutory Depreciation and amortisation of £202.0m has been separated from Operating expenses of £789.7m per the consolidated Income Statement.
***** Foreign exchange adjustments of £3.9m gain within Cost of sales, £25.8m expense within Operating expenses and £24.8m gain within Finance income and expenses.
Adjusted EBITDA is defined as operating profit or loss excluding share benefit charges, foreign exchange, depreciation and amortisation, fair value gains and any
exceptional items which are typically non-recurring in nature. Further detail on exceptional items and adjusted measures is provided in note 3 to consolidated financial
statements.
In the reporting of financial information, the Directors use various APMs. These APMs should be considered in addition to, and are not intended to be a substitute for, IFRS
measurements. As they are not defined by International Financial Reporting Standards, they may not be directly comparable with other companies’ APMs. The Directors
believe these APMs provide additional useful information for understanding performance of the Group. They are used to enhance the comparability of information
between reporting periods and are used by management for performance analysis and planning. Further detail on APMs is included in Appendix 1 to the consolidated
financial statements.
Looking ahead, our focus remains on
maintaining financial discipline, protecting cash
generation and continuing to strengthen the
balance sheet. Our mitigation plans with respect
to the UK duty changes are well advanced,
with effective execution of near-term actions
already taken. We expect to be able to mitigate
50% of the impact within the first full year of the
increased duties.
There remain areas for improvement, particularly
within certain parts of the sports offering, and
the external environment requires a cautious
and disciplined approach. However, the
structural progress delivered across the business
provides a solid foundation from which to
navigate the current environment.
Overall, the progress made during 2025
demonstrates that our strategy is delivering
tangible financial benefits. With continued
focus on execution, cost discipline and capital
allocation, we remain confident in the Group’s
ability to navigate the current environment
and deliver long-term value for shareholders.
Summary
2025 Group revenue of £1,781.9m increased by
2% year-on-year, driven by strong International
performance (+9%), partially offset by declines
in UK&I Online (-3%) and UK Retail (-1%).
The rollout of 5,000 new gaming cabinets
supported retail gaming growth of 5%, offset
by a 5% decline in retail sports revenue driven
by reduced staking as well as more operator
friendly results in the prior year, particularly
Q4 2024.
UK&I Online revenue declined 3%, driven by
a 12.0% reduction in betting revenue primarily
reflecting lower staking as well as more operator
friendly results in the prior year. The reduction
in staking partly reflects our focus on customer
value over volume, and partly reflects ongoing
market dynamics with increased black market
penetration, particularly in horse racing.
Gaming revenue increased by 2% driven by
William Hill Vegas and supported by improved
products, offset by 888casino declining as we
reduce marketing to focus on improved returns
and profitability.
International revenue increased 9%, with
Core Markets growing 17%. Italy and Denmark
both grew double digits and hit all time highs
for revenue during the year, led by product
improvements and effective localisation. In
Spain we lost market share as a result of our
sports offering becoming uncompetitive and our
lower level of marketing and promotional spend
vs competition until we see improved returns.
In Romania the Group saw very strong growth
reflecting both inorganic growth following the
Winner acquisition, as well as strong growth in
888 due to product improvements.
09
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Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Chief Financial Officer's Report continued
Further segmental details and trends are
discussed within the segmental section later
in this statement.
Adjusted EBITDA for the year was £356.2m,
an increase of £43.7m (+14%) year-over-year,
driven by the increase in revenue together
with a focus on cost control and an increasingly
efficient operating model. Adjusted EBITDA
margin improved to 20.0% (2024: 17.8%).
Reported EBITDA increased by £89.9m to
£301.3m, driven by the Adjusted EBITDA growth
noted above, together with a decrease in
exceptional costs of £46.2m, principally related a
decrease in corporate transaction related costs.
The reported loss after tax of £549.1m reflects the
reported EBITDA as described above, together
with impairment charges to UK Online and Retail
(£440.3m), purchase price amortisation (£86.1m),
and finance costs related to the largely debt-
funded acquisition of William Hill.
Consolidated Income Statement
Revenue
Revenue for the Group was £1,781.9m for 2025,
an increase of 2% primarily reflecting gaming
growth and positive international performance
described as earlier.
Cost of sales
Cost of sales mainly comprise of gaming taxes
and levies, royalties payable to third parties,
chargebacks, payment service provider (‘PSP’)
commissions and costs related to operational
risk management and customer due diligence
services. Cost of sales decreased to £600.9m
from £603.9m. The decrease in cost of sales as
a percentage of revenue from 34.4% to 33.7%
primarily reflects the exit of US B2C as well as
the migration of Mr Green onto the in-house
platform thereby reducing royalties payable.
Gross profit
Gross profit increased by 3% from £1,150.6m to
£1,181.0m and gross margin increased from 65.6%
to 66.3%, reflecting the improved cost of sales
ratio noted earlier.
Marketing expenses
Marketing is a significant investment for our
Group to drive growth through investing in our
leading brands, as well as customer acquisition
and retention activities. Marketing decreased
by 1% from £268.1m in 2024 to £264.8m. The
decrease was driven by a refined marketing
approach in UK&I Online to prioritise customer
value over volume. This change significantly
improved our marketing return on investment
with a marketing to revenue ratio (marketing
ratio) across the online divisions of 19.6%
(2024: 20.8%).
Operating expenses
Operating expenses mainly comprise of
employment costs, property costs, technology
services and maintenance, and legal and
professional fees. Operating expenses
decreased to £615.7m from £670.1m in 2024. This
decrease is predominantly due a decrease in
corporate transaction related costs compared
to 2024.
EBITDA & adjusted EBITDA
Reported EBITDA increased to £301.3m and
included £54.9m of exceptional costs primarily
relating to integration and transformation costs.
On an adjusted basis, the increase was 14%
to £356.2m from £312.5m, with an Adjusted
EBITDA margin of 20.0% compared to 17.8%
in 2024.
The Group also recorded a prior year
restatement in respect of provisions for uncertain
tax positions, as discussed further in note 1 to the
financial statements.
On an adjusted basis, the Group recognised a
tax charge of £50.6m on a profit before tax of
£56.3m (2024: tax charge of £51.8m). This higher
rate reflects primarily the effect of the CIR rules
and profits arising in other jurisdictions.
Net loss and adjusted net profit
The net loss for 2025 was £549.1m (2024: net
loss of £220.9m). On an adjusted basis, profit
increased by £44.9m from a loss of £39.2m in
2024 to a profit of £5.7m in 2025, reflecting the
items already discussed.
Earnings per share
Basic loss per share increased to 121.8p
(2024: loss of 49.4p) due to lower net profit, with
minimal change in the number of shares in issue.
On an adjusted basis, basic profit per share
was 1.6p (2024: loss per share 8.9p). Further
information on the reconciliation of earnings
per share is given in note 10 to the condensed
consolidated financial statements.
Revenue Adjusted EBITDA
FY 2025
£m
FY 2024
£m
Change from
previous
year
% of
reported
Revenue
(2025)
FY 2025
£m
FY 2024
£m
Change from
previous
year
% of
Adjusted
EBITDA
(2025)
UK Retail 501.0 506.1 (1.0%) 28.1% 55.0 66.4 (17.2%) 15.4%
UK&I Online 674.0 693.2 (2.8%) 37.8% 151.3 142.7 6.0% 42.5%
Total UK&I 1,175.0 1,199.3 (2.0%) 65.9% 206.3 209.1 (1.4%) 57.9%
International 606.9 555.2 9.3% 34.1% 175.4 130.0 34.9% 49.2%
Corporate 0.0 0.0 0.0% 0.0% (25.5) (26.6) (4.1%) (7.2%)
Total 1,781.9 1,754.5 1.6% 100.0% 356.2 312.5 14.0% 100.0%
Income statement by Segment
The below table shows the Group’s performance by segment:
This was driven by strong second half revenue
performance and cost control as described
already.
Finance income and expenses
Net finance expenses of £238.6m (2024: £168.6m)
related predominantly to the interest on the
debt of £181.4m (2024: £149.8m), which is net of
foreign exchange. The finance expense resulting
from leases was £6.4m (2024: £6.4m). The finance
expense from hedging activities was £20.3m
(2024: £10.8m) predominantly due to foreign
exchange movements.
Loss before tax
The net loss before tax for 2025 was £579.6m
(2024: £187.1m loss). On an adjusted basis, 2025
resulted in a profit before tax of £56.3m (2024:
£12.6m profit).
Taxation
The Group recognised a tax credit of £30.5m on
a loss before tax of £579.6m, giving an effective
tax rate of 5.3% (2024: tax charge of £33.8m and
an effective tax rate of -18.1%). The tax credit
primarily arises from a reduction in deferred tax
liabilities on acquired intangible assets, driven
by impairments relating to the retail CGU and
a decrease in the applicable tax rate in Malta,
following the formation of a fiscal unit for certain
Maltese entities, which are now subject to a
corporation tax rate of 5%.
10
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Dividends
The Board of Directors is not recommending a
dividend to be paid in respect of the year ended
31 December 2025 (2024: nil per share). The
Board’s decision has been to suspend payments
of dividends until leverage is at or below 3x, as
previously announced following the acquisition
of William Hill.
UK & Ireland (UK&I)
UK&I Online
Revenue decreased by 3% to £674.0m
compared to £693.2m in 2024, reflecting growth
in gaming revenue of 2% driven by continued
improvements in product and promotions
which was offset by sports revenue decreasing
by 12.0%. This was due to lower sports staking
(-12% year-on-year) while sports net win
margin remained consistent compared to the
previous year (+0.0 ppts year-on-year), albeit
with a structural increase in the margin due to
customer and product mix changes, being offset
by operator friendly results in the prior year.
Adjusted EBITDA increased by £8.6m to £151.3m,
primarily driven by a more targeted marketing
approach and improved gross margin due to
product mix and reduced bonusing.
The segmental results do not include the
significant impairment charge of £271m as
noted separately.
UK Retail
UK Retail revenue decreased by 1% to £501.0m
and Adjusted EBITDA decreased by 17% to
£55.0m. Gaming performance improved (+5%)
following the rollout of 5,000 new machines
across the estate but Retail continues to face
challenging conditions on the high street,
including inflationary cost pressures. The Retail
business has a high proportion of fixed costs,
meaning the revenue reduction and cost
pressure creates negative operating leverage.
During Q4 2025 the Group closed 68 shops
and in March 2026 announced the planned
closure of a further c.200 shops following
a detailed review of the estate to ensure
commercial viability.
Chief Financial Officer's Report continued
The segmental results do not include the
significant impairment charge of £169m
as noted separately.
International
International revenue increased by 9% to
£606.9m and adjusted EBITDA increased by
£45.4m compared to the previous period to
£175.4m. This is driven by strong growth in the
core markets of Italy, Denmark, and Romania.
This growth in the Core Markets was offset by
reduced revenues from Spain as noted earlier,
as well as the Optimise Markets as the focus
switches to profitability and cash generation,
including exiting the US B2C business.
Corporate costs
Corporate costs were £25.5m in 2025 compared
to £26.6m in 2024, with the Group continuing to
focus on cost efficiencies to offset inflationary
cost pressures.
Operating exceptional items
2025
£m
2024
1
£m
Integration and transformation costs 38.0 47.2
Corporate transaction related costs 1.7 45.5
US exit income (7.4) 0.0
Impairment of Retail CGU 169.5 0.0
Impairment of UK Online CGU 270.8 0.0
Dormant customer accounts release (8.3) 0.0
Uncertain tax provisions - penalties 4.0 5.8
Exceptional items - operating expenses 468.3 98.5
Finance expenses
Interest expense on US exit provision 0.9 0.5
Modification loss on refinancing of borrowings 15.3 0.0
Total exceptional items before tax 484.5 99.0
Tax on exceptional items (26.4) (9.8)
Total exceptional items 458.1 89.2
Adjustments:
Fair value gain on financial assets 2.1 0.0
Amortisation of finance fees 15.9 16.5
Amortisation of acquired intangibles 86.1 107.7
Foreign exchange gains (2.9) (27.0)
Share benefit charge 2.9 2.7
Loss attributable to non-controlling interests 1.6 (1.0)
Total adjustments before tax 105.7 99.1
Tax on adjustments (54.7) (8.2)
Total adjustments 51.0 90.7
Total exceptional items and adjustments 509.1 179.9
1. 2024 numbers have been restated – see note 1 to the financial statements for further information
Exceptional items and adjustments
11
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Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Chief Financial Officer's Report continued
12
evoke plc Annual Report & Accounts 2025
Total exceptional items in the year amounted to
£458.1m in 2025, up from £89.2m in 2024.
Exceptional items are those items the Directors
consider to be one-off or material in nature
that should be brought to reader’s attention
in understanding the Group’s financial
performance. Refer to note 3 to the condensed
financial statements for further detail.
An impairment charge of £169.5m was
recorded in respect of Retail as a result of
continued challenging high street conditions
and inflationary cost pressures reducing the
previously expected improvement in profitability
within this division. An impairment charge of
£270.8m was recorded in respect of the UK
Online CGU as a result of the forecast reduction
in cash flows from this division following the
change in UK gaming duty as discussed earlier.
Integration and transformation costs
include amounts relating to the post-merger
integration of the William Hill business, following
its acquisition by the Group in 2022. This
programme has focused on the realisation
of synergies, including platform integration,
operating model simplification and cost
efficiencies. The programme is now substantially
complete save for elements of the platform
integration that are now incorporated into an
updated technology strategy that should be
substantially complete by the end of 2026.
In addition to these post-integration activities,
more recent transformation costs reflect a series
of discrete programmes initiated following the
appointment of the current management team
in late 2023 and early 2024. These programmes
are focused on further simplifying the operating
model, enhancing efficiency across the
business and supply chain, and strengthening
capabilities through increased use of AI,
automation and data.
Following the revised valuation, no gain on
bargain purchase or goodwill has been
recognised. These adjustments have been
reflected as part of the 2024 comparative
restatement presented in Note 1. In addition,
following the closure of the US B2C Business
in 2024, the group incurred £1.6m of onerous
contract costs, £38.1m of termination fees, £1m
of acquisition costs, and £2.2m of prepayment
write-offs partially offset by £4.7m of profit on
sale of databases. No such items were incurred
in 2025.
Adjustments reflect items that are recurring, but
which are excluded from internal measures
of underlying performance to provide clear
visibility of the underlying performance across
the Group, principally due to their non-cash
accounting nature. They are items that are
therefore excluded from Adjusted EBITDA,
Adjusted PAT and Adjusted EPS.
The amortisation of the specific intangible assets
recognised on acquisitions has been presented
as an adjusted item, totalling £86.1m relating to
the William Hill acquisition. This amortisation is
a recurring item that will be recognised over its
useful life.
The other items that have been presented as
adjusted items are, foreign exchange gains of
£2.9m (£27.0m in 2024), amortisation of finance
fees of £15.9m (£16.5m in 2024), and share based
payment charge of £2.9m (£2.7m in 2024).
While transformation activity has therefore
occurred across multiple reporting periods,
the costs recognised in each period relate
to distinct programmes and phases of work,
each of which is non-recurring in nature and
undertaken to deliver structural improvements
to the business. As such, they are considered
exceptional to aid understanding of the Group’s
underlying performance. These initiatives have
generated, and are expected to continue
to generate, significant recurring cash cost
savings, in addition to the benefits associated
with the realisation of post-integration synergies.
Costs related to these additional efficiency
programmes were £15m in both 2024 and 2025.
These additional efficiency programmes are
expected to be substantially complete by the
end of 2026.
The Group has incurred a total of £38.0m of costs
relating to the integration programme, including
£4.7m of platform integration costs (2024: £17.6m),
£4.1m of redundancy costs (2024: £15.7m), £0.4m
of employee incentives as part of the integration
of William Hill and 888 and retention bonuses for
key employees (2024: £4.0m), £nil for relocation
and HR related expenses (2024: £5.2m), £5.8m of
legal and professional costs (2024: £2.5m), £3.5m
for corporate rebranding (2024: £1.0m), £17.4m of
technology integration costs (2024: £1.2m) and
£2.1m of retail rationalisation costs in relation to
shop closures (2024: £nil).
The Group incurred £1.7m of corporate
transaction costs in 2025 (2024: £45.5m),
comprising £0.7m of employment-related
expenses (2024: £4.6m) and £0.3m of other M&A-
related fees (2024: £1.3m), with the remaining
£0.7m relating to smaller M&A projects (2024:
£1.4m). As part of finalising the purchase price
allocation for the Winner.ro acquisition under
IFRS 3 during 2025, the previously recognised
£13.4m gain on bargain purchase was reversed.
This reflected updated information about
acquisition-date fair values becoming available
within the permitted measurement period.
Cash flow
2025
£m
2024
£m
Cash generated from operating activities before working capital 310.3 206.7
Working capital movements (50.9) 19.8
Net cash (used in) / generated from operating activities 259.4 226.5
Acquisitions (3.0) (4.1)
Disposals 11.2 4.7
Capital expenditure
* (108.7) (93.4)
Net movement in borrowings including loan transaction fees 24.7 96.3
Interest paid (168.7) (160.9)
Lease payments (46.0) (36.2)
Other movements in cash including FX
* (3.0) (23.7)
Net cash inflow/(outflow) (34.1) 9.2
Cash balance 231.3 265.4
Gross Debt (1,896.4) (1,839.8)
Net Debt (1,862.7) (1,787.7)
Chief Financial Officer's Report continued
Overall, the Group had a cash outflow of
£34.1m in the year, compared to an inflow of
£9.2m in 2024. This resulted in a cash balance
of £231.3m as of 31 December 2025 (£265.4m
at 31 December 2024), although this included
customer deposits and other restricted cash of
£102.9m, such that unrestricted cash available
to the Group was £128.4m compared to £147.1m
in 2024.
Cash flow from operations was an inflow of
£259.4m compared to £226.5m in 2024. This
increase was due to increased Adjusted EBITDA
offset by negative working capital movements
from timing of accruals.
Disposals of £11.2m in 2025 relate to the
remaining proceeds on the sale of the
US B2C business.
Capital expenditure was £108.7m in 2025, an
increase from £93.4m m reflecting investment
in product development to drive sustainable
growth as well as investment in AI and
automation capabilities.
Included within net movement in borrowings
is a further drawdown on the Revolving Credit
Facility (‘RCF’) (£81m undrawn), as well as
movements relating to the refinancing in
September 2025. Furthermore, there was £46.0m
of payments of lease liabilities, with the increase
over the prior year driven by the new gaming
machines in Retail.
Net interest paid of £168.7m predominantly
related to the external borrowings.
Other movements included £2.6m outflow
predominantly due to funding of 888AFRICA,
as well as dividend income received from
associates of £0.3m and net foreign exchange
gains of £11.5m.
* Italian gaming licenses of £12.2m is included within Capital expenditure within the financial statements but has
been reclassified as Other movements in cash for presentational purposes here to better show underlying
capital expenditure.
13
evoke plc Annual Report & Accounts 2025
Consolidated Statement
of Financial Position
Non-current assets decreased by £504.9m
to £1,702.9m compared to £2,207.8m at
2024, predominantly due to impairment and
amortisation of Goodwill and other intangible
assets, which have decreased by £456.5m.
Property, plant and equipment reduced
from £78.9m in 2024 to £54.3m, largely due to
impairment and depreciation in the year, and
right-of-use assets decreased by £7.2m in the
year to £77.3m, due to additions of £39.4m offset
by the depreciation charge of £31.6m and
impairment charge of £15.9m for the year.
Current assets are £398.0m, a decrease of
£34.5m compared to £432.5m at 2024. Within
this, cash and cash equivalents decreased by
£34.1m to £231.3m from £265.4m, which includes
£102.9m of customer deposits compared to
£118.3m at 2024. Excluding client funds, cash
and cash equivalents decreased from £147.1m in
2024 to £128.4m in 2025. Income tax receivable
reduced by £9.2m from £33.6m to £24.4m in
2025. There was a £10.0m balance for current
derivative financial assets in 2025, an increase
from the £nil in the prior year.
Current liabilities increased by £12.3m from
£695.2m at FY 2024 to £707.5m at 2025. Trade
and other payables have increased by £5.0m
to £401.9m due to accrual timing differences.
Provisions decreased by £54.3m to £17.7m, as a
result of the provision for historical gaming tax in
Austria being reclassified to payables following
the agreement of a payment plan. Current
derivative financial liabilities also increased by
£31.2m in the year to £62.5m at 2025.
Non-current liabilities were £2,070.3m, a
decrease of £22.1m from the balance of
£2,092.4m at 2024. This is primarily due to the
increase in borrowings of £56.2m following the
drawdown of the Revolving Credit Facility as well
as an increase in provisions of £5.9m. In addition,
the non-current derivative financial instruments
decreased by £15.8m.
Lease liabilities have decreased by £3.3m in the
year. Deferred tax liability also decreased by
£65.0m from £145.2m in 2024 to £80.2m in 2025.
Additionally, provisions for customer claims of
£136.5m relating to William Hill and Mr Green
brands are currently recognised as non-current
liabilities, as compared with £129.5m which was
held on the balance sheet in 2024.
Net liabilities of £674.1m for 2025 was an increase
of £526.3m compared to net liabilities of £147.8m
at 2024.
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Chief Financial Officer's Report continued
2025
£m
2024
£m
Borrowings (1,799.8) (1,737.7)
Loan transaction fees (41.4) (61.6)
Derivatives (55.2) (40.5)
Gross Borrowings (1,896.4) (1,839.8)
Lease liability (94.7) (95.0)
Cash (excluding customer balances) 128.4 147.1
Net Debt (1,862.7) (1,787.7)
LTM pro forma Adjusted EBITDA 356.2 312.5
Leverage 5.2x 5.7x
Net Debt
The gross borrowings balance as at 31
December 2025 was £1,896.4m. This balance is
presented including derivatives (£55.2m) so as to
more accurately reflect the underlying liability
at maturity, taking account of the hedges the
Group has in place to fix the currency and
interest rates.
In September 2025 the Group issued €600m of
8.0% senior secured notes due 2031, alongside
the establishment of a new £200m revolving
credit facility. The proceeds were used to
redeem the Group’s €582m senior secured notes
due 2027 and refinance drawings under the prior
revolving credit facility.
At year end, the Group had cash balances of
£128m and access to total liquidity of just over
£200m, including £81m of undrawn capacity
under the revolving credit facility. This provides a
robust liquidity position and supports the Group’s
ability to operate through a range of potential
downside scenarios, albeit the changes in UK
duties have created two material uncertainties,
one in respect of the Group’s ability to refinance
its July 2028 debt prior to January 2028, and one
in respect of the ongoing strategic review, both
as discussed further in the going concern and
viability statement.
The net debt balance at 31 December 2025 was
£1,862.7m with a net debt to EBITDA ratio of 5.2x.
This compares to £1,787.7m and 5.7x respectively
as at 31 December 2024. The increase in net
debt is due to negative cashflow given the high
interest burden and exceptional costs in the year.
Sean Wilkins
Chief Financial Officer
29 April 2026
14
evoke plc Annual Report & Accounts 2025
Going Concern and Viability
Going concern
Context
In November 2025 the UK government
announced significant increases in UK remote
gaming duty that took effect from 1 April 2026,
with a new online betting duty to be introduced
from April 2027 at a higher rate than the existing
duty. These duty increases are expected to
have a material adverse impact on the Group’s
profitability and cash generation from April 2026,
with initial estimates of this additional duty being
£125m-135m per annum before mitigations.
In response, the Board initiated a strategic review
to evaluate options to maximise shareholder
value and address the Group’s medium-term
capital structure. As announced in December
2025, these options include, but are not limited
to, a potential sale of the Group, or some of the
Group’s assets and/or business units.
At the date of approval of this Annual Report,
the outcome of the strategic review remains
uncertain. The going concern statement, as well
as the viability statement pages 15 to 17, has
therefore been prepared on a standalone basis
and does not rely on the successful execution
of any strategic transaction.
Notwithstanding the strategic review, the
Directors have assessed whether it is appropriate
to prepare the financial statements on a going
concern basis, based on the Group’s current
financing arrangements and cash flow forecasts.
The Directors have assessed the Group’s ability
to continue as a going concern for a period of
12 months from the date of approval of these
financial statements (the “going concern
period”), being to 30 April 2027.
Financing and liquidity position
The Group has a highly leveraged capital
structure, with total borrowings of approximately
£1.8bn at 31 December 2025.
Its principal borrowing facilities include a £200m
revolving credit facility maturing in January
2028, two tranches of debt maturing in July
2028 (totalling £769m), with further fixed notes
maturing in 2030 and 2031 (totalling £400m
and £505m respectively). The terms of the
revolving credit facility set out that it will become
repayable in January 2028 if the majority of the
July 2028 debt has not been refinanced by that
date. The revolving credit facility was £119m
drawn at 31 December 2025 and is forecast
to remain at least partially drawn through
the going concern period and through to
January 2028.
The Group is subject to financial covenants,
albeit these are not expected to be restrictive
over the going concern period. The Directors
consider liquidity to be the key constraint, with
liquidity exhausted before any covenant breach
under stressed scenarios.
Base case forecasts
The Directors reviewed and challenged cash
flow forecasts prepared by management for
the going concern period based on the FY2026
budget and subsequent projections.
The forecasts incorporate expected growth
or decline in revenues across the Group’s
markets, taking account of market growth
expectations as well as operational initiatives
to drive performance. The forecasts also
include the expected impact of gaming
duty changes, together with the delivery
of a significant cost-saving programme that
includes supplier cost reductions through
rationalisation and renegotiations, reduced
marketing costs with improved efficiency,
and a restructuring of the operating model
to deliver overhead savings. The forecasts also
reflect operational changes, including the
recently announced closure of a significant
number of retail stores that were deemed not
to be commercially viable following a detailed
review of the estate. The Directors recognise
that the delivery of these cost savings requires
effective execution and that certain assumptions
remain subject to uncertainty. A number of
these cost saving measures have already
been initiated and many, but not all, are
within management’s control.
The base case cash flow forecasts also include
consideration of working capital movements,
continued capital expenditure, financing costs
based on current financing arrangements
and cash flows to reflect other liabilities and
provisions included in the Group’s balance sheet.
Under the base case, the Group is forecast
to maintain sufficient liquidity throughout the
going concern period and to maintain sufficient
headroom above its minimum liquidity threshold.
Severe but plausible downside
and reverse stress testing
The Directors have assessed a severe but
plausible downside scenario, including
reductions in revenue and adverse
movements in other cash flow items.
This scenario includes mitigating actions
available to management, including
reductions in discretionary and uncommitted
expenditure, including marketing spend and
capital expenditure, the deferral of agreed
payments on existing liabilities and other cost
management measures. While many of these
actions are within management’s control, some
are not and their execution may be challenging.
After applying these mitigating actions and
the related impacts on revenue, the Group
is expected to maintain liquidity above its
minimum threshold throughout the going
concern period, with sufficient headroom.
Reverse stress testing indicates that a significant
deterioration in performance would be required
to exhaust liquidity within the going concern
period. For example, EBITDA would have to
fall by 29% with mitigations to hit the liquidity
threshold. The Directors consider the likelihood
of such scenarios to be remote.
15
evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Refinancing and longer-term considerations
The Group will be required to refinance its debt
facilities maturing in July 2028, described above,
in advance of the maturity of its revolving credit
facility in January 2028, given its reliance on
this revolving credit facility. The Directors have
also considered this January 2028 maturity in
their going concern assessment, recognising
that whilst it falls beyond the 30 April 2027 going
concern assessment period, it represents a
material event that requires significant action
during the period and is fundamental to the
Group’s viability.
Forecast liquidity beyond the going concern
period remains sufficient, based on the planned
cost savings even under the severe but plausible
downside scenario, until the January 2028
revolving credit facility maturity.
The Directors recognise that, based on discussions
with its advisers, the ability to refinance the
July 2028 debt in advance of January 2028
is dependent on the Group demonstrating a
sustainable and materially improved level of
profitability and cash generation, supported by
the successful delivery of cost-saving initiatives
and continued operational performance.
Whilst the Directors have plans to achieve
this improvement in profitability, achieving it
represents a significant execution challenge
and is subject to uncertainty.
Strategic review
As part of the strategic review, the Board is
evaluating a range of options, including a
potential sale of the Group or the disposal
of material assets.
At the date of approval of these financial
statements, the outcome of the strategic review
remains uncertain, including whether any
transaction will be agreed and completed. As
such, the uncertainty described above would
exist until any transaction was completed.
In the case of a sale of the Group, the Group’s
existing debt arrangements include change of
control clauses such that the sale could trigger
them to become immediately repayable,
subject to the bondholders exercising their right
to put. Whilst the Directors would expect any
buyer to continue the operation of the Group
given the strong cash flows generated by its
operations, there can be no guarantee as to the
intentions of a buyer post change of control or of
a buyer’s ability to finance the Group, inter alia,
given those change of control clauses.
In the case of a sale of a material asset within
the Group, the Directors would have discretion
over how to use any proceeds. Based on
discussions to date, and assuming no severe
downside case has materialised, the Directors
currently expect that proceeds would be
material enough to sufficiently cover the January
2028 revolving credit facility maturity as well
as a significant portion of the July 2028
maturities, such that the refinancing risk would
be materially lower.
Material uncertainties related
to going concern
Based on the assessment described above,
the Directors have identified two material
uncertainties related to going concern.
Firstly, in the absence of a completed strategic
transaction, there is a material uncertainty as
to whether the Group will be able to achieve
the improved level of profitability and cash
generation required to refinance its debt
facilities maturing in July 2028, in advance
of January 2028.
In addition, there is uncertainty regarding
the outcome and completion of the strategic
review and, in the case of a sale of the Group,
a material uncertainty given the Directors’ lack
of visibility over any buyer’s ability and intentions
to finance and operate the Group under
new ownership.
These events or conditions are material
uncertainties that may cast significant doubt on
the Group’s and Company’s ability to continue
as a going concern.
Conclusion
Notwithstanding the two material uncertainties
described above, the Directors have a
reasonable expectation that the Group has
adequate resources to continue in operational
existence for the going concern period to
30 April 2027.
Accordingly, the Directors continue to adopt the
going concern basis of accounting in preparing
these financial statements. The financial
statements do not include the adjustments that
would result if the Group and the Company
were unable to continue as a going concern.
Going Concern and Viability continued
16
evoke plc Annual Report & Accounts 2025
Going Concern and Viability continued
Viability statement
In addition to the going concern
assessment, and in accordance with
Provision 31 of the 2018 UK Corporate
Governance Code, the Directors have
considered the longer-term viability of
evoke Plc over a longer period than
the 12 months required by the going
concern assessment.
Assessment period
Given the ongoing strategic review, and in light
of the expected performance in the context
of the existing capital structure, all described
above in the going concern section above, the
Directors believe that an appropriate period to
consider the Group’s viability is over 20 months
from the date of approval of these financial
statements, to 1 January 2028.
This period, reduced since the prior year, reflects
the Group’s strategic planning horizon following
the significant changes to the Group’s operating
environment described above, and provides
appropriate visibility over the Group’s financial
forecasts, including consideration of the Group’s
debt maturity profile, notably the refinancing
requirement in 2028.
The Directors consider this period appropriate
as it captures the principal longer-term risk to
the Group’s viability, being its ability to refinance
its debt as it falls due in light of the material
improvement in profitability that would be
required to refinance on similar terms, which
represents a material uncertainty that may
cast significant doubt over the Group and
Parent company’s ability to continue as a
going concern.
Basis of assessment
In making this statement, the Board has assessed
the Group’s current position, its prospects
and its strategy, as well as performed a robust
assessment of the principal risks facing the
Group both individually and in aggregate,
including those risks that could potentially
threaten the Group’s business model, future
performance, solvency or liquidity.
The assessment includes a financial review
derived from the Group’s detailed bottom-up
budget for FY2026 and indicative forecasts for
subsequent periods, being the most recent
Board-approved forecasts. These forecasts
incorporate the expected impact of recent
gaming duty changes, together with planned
cost-saving initiatives and continued
operational performance.
The base case assumes the continuation of
the Group as currently structured and does
not assume the successful completion of
any strategic transaction or changes to the
Group’s existing financing arrangements.
Principal risks and stress testing
The principal risks facing the Group are
described in the Strategic Report. Those most
relevant to the viability assessment include:
• Regulatory and taxation changes across
the Group’s key markets;
• Strategic execution, including trading
performance and delivery of cost-saving
initiatives and operational efficiencies;
• Technology, cyber and data risks; and
• Financing and liquidity risks, including
access to capital markets.
The Directors have assessed the Group’s
resilience to these risks through both qualitative
and quantitative analyses, including severe but
plausible downside scenarios. These scenarios
are consistent with those considered in the going
concern assessment but extend over a longer
time horizon.
The Directors recognise the uncertainty over
any outcome of the ongoing strategic review,
particularly the material uncertainty described
in the going concern assessment above in
respect of any potential buyer of the group’s
ability and intentions to finance and operate the
Group under new ownership. Notwithstanding
that uncertainty, the scenarios to stress test the
Group’s viability consider reductions in revenue,
delays or under-delivery of cost savings, and
adverse movements in other cash flow items
including working capital. The scenarios also
consider the combined impact of multiple risks
crystallising simultaneously.
Under these scenarios, the Group is expected to
maintain sufficient liquidity and headroom within
its available facilities over the assessment period.
Where downside scenarios reduce headroom,
mitigating actions are available, including
reductions in discretionary expenditure, deferral
of capital investment and active management
of the cost base.
The Directors have also performed reverse stress
testing to assess the extent of deterioration
in financial performance that would be
required to threaten the Group’s viability over
the assessment period. This analysis considers
the level of reduction in earnings and cash
generation, including the under-delivery of
planned cost-saving initiatives and adverse
trading performance, that would result in
the Group exhausting its available liquidity or
being unable to meet its obligations as they fall
due. The results of this analysis indicate that a
significant deterioration in performance, beyond
that considered in the severe but plausible
downside scenarios, would be required to
threaten the Group’s viability. The Directors
consider the likelihood of such a scenario to
be remote, but note that the Group’s resilience
is dependent on the continued delivery of
planned operational improvements and
overall trading performance.
Mitigating actions
The Directors note that the Group has a range of
potential mitigating actions available to support
its financial position and refinancing prospects,
including:
• Further cost reduction initiatives and
operational efficiencies;
• Deferral or reduction of discretionary
capital expenditure;
• Active working capital management;
• Early and ongoing engagement with
lenders and capital markets; and
• Consideration of strategic options, including
potential asset disposals.
While many of these actions are within
management’s control, their effectiveness
may depend on market conditions and
successful execution.
Conclusion
Based on the assessment described above, the
Directors have a reasonable expectation that
the Group will be able to continue in operation
and meet its liabilities as they fall due over the
20 months period from the date of approval of
these financial statements, to 1 January 2028.
The Directors recognise that the Group’s longer-
term prospects are dependent on the outcome
of the strategic review and, in the event of a full
sale of the Group the intentions and actions of
the buyer, and in the absence of completion
of any transaction, the Group’s ability to deliver
improved profitability and cash generation to
support its future financing requirements. These
factors represent significant uncertainties and
key judgements in the assessment of the Group’s
longer-term viability. They were also determined
to result in two material uncertainties that may
cast significant doubt over the Group and
Parent company’s ability to continue as a going
concern, both of which are relevant to the
assessment and are described further above.
17
evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Business Model
Betting
Traditional bookmaking where we make a margin from bets placed by
customers on the outcome of events. Given the variance and unpredictability
in sporting results this can be volatile in the short term.
How we make life more interesting
Gaming
Games of chance such as online casino, slots, and machine gaming terminals
involving customers playing against the house, where we generate a margin.
In poker, players play against each other and we charge a commission from
each hand or entry fees for tournaments.
Winnings withdrawn New funds/deposits
Return to player Customer deposits
Winnings recycled
Customer plays
Gross gaming revenue
Gross gaming revenue
Contribution
EBITDA
Gross profit
Revenue
Less: free bets and promotions
Less: cost of sales
Less: marketing costs
Less: other operating costs
18
evoke plc Annual Report & Accounts 2025
Risk Management
Introduction
Effective risk management underpins
the long-term sustainability and
success of the Group. It protects value,
supports regulatory compliance and
strengthens decision-making as we
execute our strategy in a complex
operating environment.
During 2025, evoke continued its transformation
while further maturing its Enterprise
Risk Management Framework (ERMF).
Enhancements during the year strengthened
governance structures, improved the quality
and consistency of risk information, and
reinforced first-line ownership and
accountability across the business.
The continued roll-out of our central risk
management information system has reduced
reliance on manual processes and enhanced
the timeliness and transparency of reporting
to Executive management and the Board,
providing clearer oversight of principal and
emerging risks.
Late in 2025, the UK Government announced
changes to gambling duties which will increase
the sector’s tax burden from 2026 onwards. While
the financial impact will arise in future periods,
the announcement has informed forward
planning and prioritisation, including a review
of the operational strategy to ensure disciplined
execution and long-term resilience.
This operational review of our strategy
differs from the Board’s wider strategic review
process referred to in the Chair Statement,
and references to operational strategy review
included in this section refer to the internal
realignment of strategic execution priorities
on a business-as-usual basis assuming no
alternative outcome from the strategic review.
Developments in 2025
During the year, the Group materially enhanced
its risk management capability and overall
control environment, strengthening visibility,
accountability and responsiveness across
the organisation.
• ERMF maturity and analytics: The Group
completed the organisation-wide rollout of
its Risk Management Information System,
representing a step-change in ERMF maturity.
This has strengthened first-line accountability,
improved data quality and provided clearer,
more timely visibility of the Group’s risk profile
through enhanced Executive and Board
dashboard reporting. The platform establishes
a scalable foundation for continued analytical
development, including the planned
integration of AI-enabled insight.
• Assurance and monitoring: The Group further
strengthened its second line assurance
capability, embedding a data-led monitoring
approach across key risk areas. Increased
automation and risk-based testing have
enhanced early identification of issues
and supported more timely and effective
remediation, reinforcing regulatory resilience
and control effectiveness.
Harinder Gill
Chief Risk Officer
Effective risk
management
is critical to
the success of
the Group
Our top priority is to
ensure the long-term
sustainability and
success of the business,
and effective risk
management plays a
critical role in achieving
this goal
• Financial crime and AML: Continued
investment in the Group’s financial crime
framework enhanced governance, systems
and operational controls, supporting effective
prevention, detection and response to money
laundering and related risks across jurisdictions.
Key priorities for 2026
• Review of operational strategy execution
and delivery discipline: Ensure risk-informed
decision-making supports the Group’s review
of its operational strategy and reprioritisation
in response to the UK duty changes, including
delivery at pace while maintaining regulatory
compliance and operational performance.
• Provision 29 preparedness and controls
maturity: Further develop our controls and
assurance approach to support the Board’s
reporting obligations under Provision 29,
including clearer mapping of principal risks
to material controls, consistent evidence,
and strengthened second-line challenge
and reporting.
• Risk insight and analytics: Continue improving
risk information and reporting, including
enhanced MI and analytics to support earlier
identification of trend changes and emerging
risks, and to provide clearer Executive and
Board visibility.
• Organisational resilience: Progress the
phased implementation of our resilience
enhancements, including standardised plans,
clearer escalation pathways and lessons-
learned discipline for material incidents.
• Regulatory change readiness: Maintain
active horizon scanning and structured
implementation governance for regulatory
change across jurisdictions, focusing on areas
with potential customer, operational and
financial impact.
19
evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Board Audit & Risk Committee
The Board sets the risk appetite for the Group
which is aligned with strategic objectives.
This is monitored and overseen by the Board
Audit & Risk Committee, which oversees
the effectiveness of the Risk Management
Framework; and ensures compliance with
policies and procedures.
Board ESG Committee
The Board ESG Committee provides
Board-level oversight of evoke’s
ESG strategy, targets and progress
against key performance indicators.
Executive Risk Committee
The Executive Risk Committee provides
executive oversight over the implementation
and execution of the Risk Management
Framework to support the Board in
managing principal and emerging risks
to its long-term strategic objectives. It
provides comprehensive analysis and
recommendations to the Executive
Committee, assisting it in making informed
decisions, contributing to the overall success
and sustainability of the organisation.
Executive Compliance Committee
The Executive Compliance Committee
provides executive management oversight
of the Group’s compliance framework,
supporting the Board in the effective
management of material compliance matters
across all licensed entities and jurisdictions. It
monitors the Group’s regulatory compliance
position, licensing posture and regulatory
engagement, and oversees key compliance
programmes including Safer Gambling, player
protection, anti-money laundering and
financial crime.
Financial crime Compliance Data protection ESG
Committees and forums have delegated authority from the Executive Risk Committee to support
the Group Chief Risk Officer in exercising specific and topical risk management responsibilities,
playing a crucial role in promoting a culture of risk awareness, compliance and accountability.
Divisional committees and forums
Risk Management continued
Enterprise Risk Management Framework
evoke’s ERMF provides a consistent approach
to identifying, assessing and managing risks
across the Group, and supports the Board and
management in overseeing principal and
emerging risks. It is designed to strengthen first-
line ownership, enable proportionate challenge
and escalation, and support risk-informed
decision-making as we deliver our strategic
priorities in a highly regulated environment.
The ERMF is overseen by the Chief Risk Officer,
with governance delivered through established
executive risk forums and Board oversight
through the Board Audit & Risk Committee.
The framework also supports our ongoing
readiness for the UK Corporate Governance
Code, including preparations aligned to
Provision 29 through continued strengthening
of our controls environment, assurance activity
and evidence-led reporting.
During 2025, we further strengthened second-
line capability and reporting to support more
consistent oversight, clearer ownership and
earlier intervention where risk trends change.
Risk management methodology
Our risk management approach is informed by
recognised best practice, including ISO 31000,
IRM standards and the COSO framework.
Risks are managed through a structured
lifecycle of identification, assessment, response
and monitoring. Inherent and residual risks are
assessed using a defined matrix and calibrated
against the Board-approved Risk Appetite
Statement. Controls are evaluated for both
design and operating effectiveness to ensure
they remain proportionate and effective.
During 2025, we further embedded opportunity
assessment within this methodology, supporting
risk-informed growth and disciplined
capital allocation.
Risk governance and accountability
Risk governance operates within the Group’s
broader corporate governance framework,
overseen by the Board and coordinated by the
Company Secretariat. Defined executive and
divisional forums support structured oversight,
escalation and management of risks across
the organisation.
The Board sets the Group’s Risk Appetite, aligned
to strategic objectives. Oversight of principal
and emerging risks, and the effectiveness of the
Risk Management Framework, is delegated to
the Board Audit & Risk Committee.
Executive oversight is provided through the
Executive Risk Committee and the Executive
Compliance Committee. These forums monitor
principal and emerging risks, review risk appetite
metrics, oversee mitigation activity and escalate
material matters to the Executive Committee
and Board as appropriate.
Specialist committees and forums – including
Financial Crime, Compliance, Data Protection
and ESG operate under delegated authority,
supporting the Chief Risk Officer in the discharge
of specific and topical risk management
responsibilities.
Clear reporting lines, defined terms of reference
and established escalation pathways ensure
material risks are identified, assessed and
addressed in a timely and proportionate
manner.
Risk ownership is embedded across business units
and functions. First-line teams are responsible for
identifying and managing risks within their areas,
supported by structured second-line oversight.
Risk registers are maintained within the business,
with defined escalation routes for material
issues. This model reinforces accountability while
ensuring independent challenge and oversight.
An overview of the Group’s risk governance structure is set out below.
20
evoke plc Annual Report & Accounts 2025
Risk appetite
The Group’s risk appetite supports the pursuit
of strategic objectives while maintaining
strong regulatory and financial discipline.
The Board-approved Risk Appetite Statement
(RAS), defines acceptable levels of risk across
32 level-two categories spanning Strategic,
Financial, Operational and Regulatory risk
pillars. Appetite is articulated through qualitative
statements and supported by quantitative Key
Risk Indicators (KRIs), with defined tolerance
thresholds and escalation requirements.
Three-tier thresholds operate as follows:
• Early warning levels prompt management
attention and mitigation planning.
• Breaches of the upper threshold breaches
indicate risk exposure outside appetite and
require immediate corrective action and
executive oversight.
Risk appetite calibration informs resource
allocation, control design and governance
focus, ensuring risk-taking remains aligned with
the Group’s strategic and financial objectives.
The following principles guide our overall
appetite:
Strategic
• The Group seeks to enhance its Customer
Value Proposition through data-led insights,
intelligent automation, and product
excellence. We maintain a conservative
stance towards risks that may compromise
brand, reputation or long-term sustainability,
but are prepared to accept measured levels
of strategic risk where aligned to disciplined
execution and value creation.
Financial position
• We maintain prudent financial management,
including disciplined capital allocation,
liquidity management and leverage oversight.
We are committed to transparent financial
reporting and robust internal controls to
safeguard financial integrity and
long-term sustainability.
Operational activities
• We prioritise operational efficiency and
scalability while maintaining a low tolerance
for ethical misconduct, fraud or material
technology disruption. As a digital-first
business, we adopt a conservative appetite
toward risks that could impair platform
reliability, data security or customer trust.
Regulatory compliance
• We operate with a low tolerance for
regulatory breaches. Compliance is
embedded within governance processes
and decision-making, supported by training,
monitoring and structured oversight. We
engage constructively with regulators and
continuously review and strengthen our
control environment to address evolving
requirements.
Risk monitoring and assurance
The Risk Monitoring and Assurance function
operates independently within the second
line of defence, providing oversight of risk
management effectiveness and control
performance across the Group.
During 2025, we expanded risk-based assurance
activity beyond core regulatory compliance
into broader strategic, operational and financial
risk areas. Structured control testing, thematic
reviews and data-led monitoring support
early identification of control weaknesses and
emerging risk trends.
Findings are reported through executive
governance forums and to the Board Audit &
Risk Committee where appropriate, supporting
continued strengthening of the control’s
environment and ongoing readiness for evolving
governance expectations, including those
aligned to Provision 29 of the UK Corporate
Governance Code.
Artificial Intelligence and Intelligent
Automation governance
During 2025, the use of Artificial Intelligence (AI)
and Intelligent Automation (IA) increased across
the Group, supporting operational, analytical
and customer-facing capabilities.
AI governance is integrated within the Enterprise
Risk Management Framework and overseen
through defined executive governance
structures. Building on the framework established
in 2024, we further embedded controls during
the year, including the introduction of a
structured AI System Impact Assessment (AI-SIA)
process requiring documented risk classification
and review prior to deployment. This approach
aligns with emerging regulatory expectations,
including the risk-based principles of the
EU AI Act.
As AI capabilities evolve, governance
arrangements will continue to be reviewed to
ensure they remain proportionate, effective
and aligned to regulatory and ethical standards.
Risk culture
Risk culture remains central to our approach.
Expectations are set from the top through the
Board’s Risk Appetite Statement and reinforced
through governance forums, accountability
structures and training.
During 2025, targeted training and
communications further strengthened risk
awareness across the Group. This continued
focus has improved the quality of risk
identification, strengthened escalation
discipline and enhanced resilience in a
complex and evolving operating environment.
Business resilience
Operating in an always-on digital environment
requires robust resilience arrangements.
During 2025, we enhanced our Incident
Management Framework to clarify governance,
escalation principles and accountability
for material events. Business Continuity
arrangements were further aligned to
recognised best practice, including
ISO 22301 principles.
We have refreshed and standardised site-
based Business Continuity Plans across our
global footprint to improve clarity of response
and recovery arrangements. In addition, we
established a structured programme for the
development of functional Business Continuity
Plans, recognising the increasing importance
of service-based resilience alongside physical
site recovery. Supporting templates and
documentation were introduced to improve
consistency, coordination and oversight.
These enhancements strengthen our ability to
respond to disruption and improve Executive
and Board visibility of material resilience risks.
Emerging risks
We actively monitor emerging risks that
could affect strategic delivery or long-term
sustainability. These include regulatory reform,
technological change (including AI), cyber
threats, geopolitical developments, supply chain
dependencies and evolving market dynamics.
Emerging risks are identified through horizon
scanning, governance forums, KRI monitoring
and incident analysis. Material developments
are escalated through executive governance
structures and, where appropriate, to the Board.
Risk Management continued
21
evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Principal risks and uncertainties
Risk Management continued
The principal risks and uncertainties
considered to have the potential to
materially affect the Group’s strategic
objectives are set out on the following
pages, together with a summary of
how the Group manages and mitigates
these risks in the context of the Board-
approved Risk Appetite. This assessment
reflects management’s view of the
most significant sources of uncertainty
and risk at this time; it is not intended to
be exhaustive.
Links to strategic outcomes
1. Drive profitable and sustainable
revenue growth
2. Improve profitability and efficiency
through operating leverage
3. Deleverage through disciplined
capital allocation
Risk
category
Risk
summary
Summary
Accountable
executive
Strategy
link Impact Risk trend
Strategic
risks
Strategic
execution
The risk that the Group’s review of its operational strategy
and subsequent realignment, necessitated by the
late 2025 UK gambling tax changes, fails to identify or
implement the optimal operating model, product mix,
pricing, and investment priorities required to offset the
structural increase in the tax burden and protect long-
term profitability and competitiveness.
Chief Strategy
Officer
1, 2, 3 Major
Increasing
risk
ESG The risk that the business does not meet its environmental,
sustainability or governance objectives.
Group General
Counsel
1, 2
Moderate
Stable
risk
Financial
risks
Tax The risk that changes in tax legislation, interpretation or
enforcement particularly in relation to UK gambling taxes
and international corporate tax structures lead to higher
effective tax rates, cash tax leakage, disputes with tax
authorities and reduced profitability.
Chief Financial
Officer
2, 3 Major
Increasing
risk
Leverage The risk arising from excessive debt or leverage in the
capital structure, which could constrain financial flexibility,
increase refinancing and covenant risk, and hinder
evoke’s ability to invest in strategic priorities.
Chief Financial
Officer
1, 2, 3
Major
Increasing
risk
Key
Impact
Negligible
Minor
Moderate
Major
Critical
Trend
Increasing risk Stable risk Decreasing risk
22
evoke plc Annual Report & Accounts 2025
Risk Management continued
Principal risks and uncertainties continued
Risk
category
Risk
summary
Summary
Accountable
executive
Strategy
link Impact Risk trend
Operational
risks
People &
Culture
The risk that the business fails to retain key colleagues
or recruit sufficient experienced employees to achieve
its Strategic objectives.
Chief People
Officer
1, 2 Moderate
Stable
risk
Third-party The risk arising from over-reliance on third-parties, for
critical services and the potential for disruption, failure,
insolvency, cyber incidents or non-compliance by
suppliers, contractors and partners, which could
cause operational outages, financial loss and
reputational damage.
Chief Financial
Officer
1, 2
Major
Stable
risk
Cyber &
Information
security
The risk of potential threats and vulnerabilities that can
compromise the confidentiality, integrity, and availability
of the business information assets. It involves the
unauthorised access, disclosure, alteration, destruction,
or disruption of sensitive information including data,
systems, networks, and applications.
Chief Information
Technology
Officer
1, 2
Major
Stable
risk
Product &
technology
The risk of material adverse outcomes arising from
vulnerabilities in using, deploying, integrating, and
managing technology, including legacy platforms,
resilience, capacity, and AI/model governance.
Chief Information
Technology
Officer
1, 2
Major
Stable
risk
Regulatory &
compliance
risks
Regulatory &
compliance
The risk of potential failure to adhere to relevant laws,
regulations and industry standards including safer
gambling practices, data protection, and market-specific
requirements. Such non-compliance could materially
affect the Company’s offering, financial performance,
and legal and regulatory position.
Chief Risk Officer 1, 2 Major
Stable
risk
Anti-Money
Laundering
(AML)
The risk of not meeting the regulatory requirements in
relation to AML and Counter Terrorist financing. Online
platforms can be attractive targets for criminals to launder
illicit funds by depositing and withdrawing large sums in
singular/multiple transactions.
Chief Risk Officer 1
Moderate
Stable
risk
Key
Impact
Negligible
Minor
Moderate
Major
Critical
Trend
Increasing risk Stable risk Decreasing risk
23
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Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Risk description
The Group’s leverage position and debt
structure may constrain financial flexibility
and resilience to external shocks. Earnings
underperformance, adverse foreign exchange
movements, increased funding costs or
delayed delivery of planned efficiencies could
increase refinancing or covenant risk and limit
discretionary investment. The change in the
external operating environment as a result of UK
duty changes could impact the Group’s liquidity
as well as its ability to refinance the debt as it falls
due, as further described in the going concern
and viability statement.
How we manage and mitigate the risk
Leverage is managed through disciplined
capital allocation, robust forecasting and
proactive lender engagement. Clear Board-
approved leverage targets guide decision-
making and are monitored regularly, supported
by downside stress testing to assess balance
sheet resilience and enable early corrective
action where required.
Capital allocation prioritises deleveraging while
balancing investment and shareholder returns
against the need to preserve financial strength.
Covenant compliance and refinancing risk
are actively managed through maturity profile
oversight and ongoing dialogue with lenders
to maintain appropriate access to funding.
Operational focus on cash generation, working
capital discipline and delivery of cost and
synergy initiatives supports financial flexibility
and balance sheet stability.
Risk Management continued
Risk description
The Group operates in several jurisdictions,
each with different and often complex tax
rules. Group tax risks may arise as a result
of a number of factors, including transfer
pricing and intercompany management, tax
authority audits and interpretation, compliance,
corporate governance and business operational
alignment, and changes in tax legislation. This
includes corporate income tax, indirect tax,
gaming tax, and other taxes.
Such risks may lead to consequences such as
reduced EBITDA (in relation to indirect taxes and
gaming taxes), a higher effective tax rate (in
relation to corporate income taxes), increased
cash tax outflows, material uncertainty as to
final outcomes, and higher compliance costs.
How we manage and mitigate the risk
The Group’s tax needs are managed by the
Group Tax department, with support and
advice from external advisers where considered
appropriate. The Tax Department reports
regularly to the Audit & Risk Committee on the
Group’s tax position, potential areas of risk, and
resourcing requirements, as well as opportunities
in line with the Group’s policy that all tax
planning must be aligned and consistent with
business operations and based on reasonable
and appropriate interpretations of tax law. Tax
return accuracy relies significantly on data from
the Group’s financial accounting systems.
Risk description
The Group faces ESG-related risks, including
the potential for adverse impacts from
climate-related factors, stakeholder
expectations and governance requirements.
ESG performance can affect brand, reputation,
access to capital and the Group’s ability to
attract and retain colleagues.
Climate-related risk is primarily driven by the
Group's supply chain, where the majority of
emissions arise through Scope 3. The risk
includes incomplete or inconsistent supplier
data, slower-than-expected progress against
targets, and increasing reporting expectations.
How we manage and mitigate the risk
ESG oversight is provided at Board level with
executive sponsorship embedded within the
Group’s strategy. Progress against environmental
and social objectives is monitored through
enhanced reporting discipline, structured
supplier engagement and regular review
of emissions data and external ratings
performance. Emerging regulatory and
disclosure requirements are assessed
proactively to ensure continued alignment
with market expectations.
Risk description
The Group is undertaking strategic change
against a backdrop of structural changes in
the UK gambling tax environment, evolving
regulation and ongoing transformation
activity. There is a risk that the Group is unable
to execute strategic change at the required
pace or with sufficient coordination to protect
long-term profitability, competitiveness
and stakeholder confidence.
Execution risk is heightened by concurrent
transformation initiatives, cross-functional
dependencies and the need to balance
operating leverage, investment in technology
and disciplined deleveraging. Failure to
execute effectively could result in sustained
margin compression, reduced market share,
misalignment between cost base and revenue
profile, and constrained capacity to invest for
long-term growth.
How we manage and mitigate the risk
The Board and Executive Committee oversee
the review of the operational strategy through a
dedicated governance structure supported by
robust financial modelling and scenario analysis.
Medium-term plans have been refreshed to
align capital allocation, cost efficiency and
margin protection objectives, with the Value
Creation Plan reprioritised to focus resources on
the highest-impact initiatives. Delivery progress
is monitored through structured programme
governance and stakeholder engagement to
ensure timely intervention where required.
Strategic execution risk
Accountable
executive
Chief Strategy &
Transformation
Officer
Impact
Major
Risk trend
Increasing
ESG risk
Accountable
executive
Chief Legal
Officer
Impact
Moderate
Risk trend
Stable
Tax risk
Accountable
executive
Chief Financial
Officer
Impact
Major
Risk trend
Increasing
Leverage risk
Leverage
Chief Financial
Officer
Impact
Major
Risk trend
Increasing
Principal risks and uncertainties continued
Key
Impact
Negligible
Minor
Moderate
Major
Critical
Trend
Increasing risk Stable risk Decreasing risk
24
evoke plc Annual Report & Accounts 2025
Risk Management continued
Risk description
The Group relies on third parties to support
delivery of critical services, including technology,
payments, products, marketing and operational
capabilities. There is a risk that supplier disruption,
insolvency, performance failure, cyber incidents
or non-compliance results in operational
outages, regulatory exposure, financial loss
or reputational damage.
Third-party risk is heightened where services
are concentrated, where dependencies are
complex, or where suppliers operate within
regulated or data-sensitive environments.
How we manage and mitigate the risk
The Group applies supplier governance and
lifecycle controls, including due diligence,
contractual protections, performance
monitoring and periodic reassessment for critical
suppliers. Service performance is monitored
against agreed standards, with defined incident
and escalation processes to manage disruption.
Third-party cyber and data risks are assessed
through established security and data
protection controls, with requirements set
for relevant suppliers and oversight applied
proportionately to risk and criticality.
Risk description
The Group’s ability to deliver its strategic
objectives depends on attracting, retaining and
engaging colleagues with the appropriate skills
and experience. In a period of organisational
change, reprioritisation and delivery focus,
there is a risk that reduced engagement,
transformation fatigue or misaligned behaviours
impact performance, decision-making quality
and control effectiveness.
Sustained change can place pressure on teams
and leaders, potentially affecting collaboration,
challenge, risk awareness and the consistency
of execution. Failure to maintain a strong and
aligned culture may increase operational risk,
weaken governance discipline and reduce the
effectiveness of strategic delivery.
How we manage and mitigate the risk
The Group monitors key workforce indicators,
including engagement, retention and
leadership stability, and uses targeted
interventions to address emerging risks.
Structured communication, leadership
engagement initiatives and succession
planning support capability in critical roles.
Cultural expectations are aligned to the
Group’s values and risk appetite, with
governance forums reinforcing accountability,
ethical standards and appropriate challenge.
Talent planning and focused development
initiatives support capability in critical roles,
particularly during periods of structural change.
People & culture risk
Accountable
executive
Chief People
Officer
Impact
Moderate
Risk trend
Stable
Cyber & information security risk
Accountable
executive
Chief
Information
Technology
Officer
Impact
Major
Risk trend
Stable
Product & technology risk
Accountable
executive
Chief
Information
Technology
Officer
Impact
Major
Risk trend
Stable
Third-party risk
Accountable
executive
Chief Financial
Officer
Impact
Major
Risk trend
Stable
Principal risks and uncertainties continued
Key
Impact
Negligible
Minor
Moderate
Major
Critical
Trend
Increasing risk Stable risk Decreasing risk
Risk description
The Group’s strategy relies on effective
technology delivery and platform performance.
Integration of legacy systems, modernisation
initiatives, scalability constraints and AI/
model governance challenges could result in
operational incidents, customer disruption or
delays to compliance-critical delivery.
Transformation activity can increase operational
complexity, with interdependencies across
systems, data and third parties. Failure to
deliver change safely and reliably could
affect customer experience, revenue and
regulatory outcomes.
How we manage and mitigate the risk
Technology delivery is governed through
structured programme controls, including
planning, disciplined testing and phased release
approaches. System performance and resilience
are monitored to identify issues early, supported
by incident management and post-incident
review processes.
Governance arrangements support prioritisation
of compliance-critical delivery alongside
strategic initiatives, with incident management
and lessons learned processes used to
strengthen operational discipline and reduce
repeat issues.
Risk description
The Group faces cyber and information security
risk from external attack, internal misuse,
technology vulnerabilities and third-party
exposure. Cyber incidents could compromise
the confidentiality, integrity or availability
of systems and data, leading to regulatory
sanctions, operational disruption, financial loss
and reputational harm.
The threat landscape continues to evolve,
including increased sophistication of attacks
and continued targeting of online consumer-
facing services.
How we manage and mitigate the risk
Cyber security is managed through a layered
control framework including identity and
access governance, monitoring and detection
capabilities, vulnerability management and
tested incident response processes. Controls are
designed to protect key systems and data assets
and to support resilience and recovery.
Security requirements are embedded within
technology delivery and supplier management,
with ongoing focus on strengthening capability,
oversight and governance aligned to evolving
threats and regulatory expectations.
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evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Risk description
The Group is exposed to AML and counter-
terrorist financing risk due to the inherent
attractiveness of online gambling platforms to
financial crime. While the Group maintains a
mature AML framework, criminal typologies
continue to evolve and regulatory expectations
remain high. Failures in customer due
diligence, monitoring or reporting could lead
to enforcement action, financial penalties or
reputational damage.
How we manage and mitigate the risk
The Group maintains a comprehensive
anti-financial crime framework supported by
dedicated governance, specialist expertise
and technology-enabled controls including
screening, monitoring and reporting processes.
Performance and key metrics are reviewed
through financial crime governance forums, with
assurance activity used to test the effectiveness
of controls and identify areas for enhancement.
Policies and procedures are reviewed regularly
to reflect evolving regulatory requirements and
emerging risks.
Risk Management continued
Risk description
Compliance with regulatory obligations is
critical to maintaining the Group’s licences
and protecting customers. The Group operates
across multiple regulated jurisdictions, with
evolving requirements, and heightened scrutiny,
particularly in relation to safer gambling,
marketing, data protection and reporting.
Non-compliance could result in financial
penalties, licence conditions, operational
restrictions or reputational damage.
How we manage and mitigate the risk
The Group maintains a structured compliance
framework supported by governance forums,
policies, training and monitoring. Regulatory
developments are tracked through horizon
scanning and engagement with relevant
stakeholders to ensure requirements are
assessed and implemented appropriately.
Second-line oversight includes risk-based
assurance activity and reporting through
executive governance, with escalation to
the Board Audit & Risk Committee where
appropriate. Technology-enabled controls
support delivery of key regulatory requirements,
including customer protection measures.
Principal risks and uncertainties continued
Key
Impact
Negligible
Minor
Moderate
Major
Critical
Trend
Increasing risk Stable risk Decreasing risk
Regulatory & compliance risk
Accountable
executive
Chief Risk
Officer
Impact
Major
Risk trend
Stable
Anti-money laundering (AML) risk
Accountable
executive
Chief Risk
Officer
Impact
Moderate
Risk trend
Stable
26
evoke plc Annual Report & Accounts 2025
ESG
Our approach to ESG
In this section:
The Group focuses on creating
value for and addressing the
concerns and aspirations of a
range of stakeholders, including
its customers, employees,
shareholders, regulators and the
local communities in which it
operates, as well as supporting
a greener planet.
ESG
Introduction 28
Players 29
People 33
Planet 37
27
evoke plc Annual Report & Accounts 2025
Overview
Supplementary Information
Financial Statements
Strategic Report
Governance
ESG
Introduction
2025 marked a year of consolidation and maturity
for ESG at evoke. Following significant foundational
work in previous years, Environment, Social and
Governance (ESG) is no longer delivered as a
standalone Strategic Initiative (SI) within the Value
Creation Plan (VCP), but is now fully embedded
into business-as-usual operations across the Group.
The successful delivery of the ESG SI has established strong
governance, clear accountability and repeatable processes
that now operate at scale. This transition reflects the original
ambition of the SI: to ensure ESG is not treated as an adjunct to
the business, but as a core driver of sustainable value creation.
ESG considerations are now routinely embedded into decision-
making, risk management, performance management and
strategic planning across evoke.
Throughout 2025, the Group has continued to focus on our
long-standing Players, People and Planet framework, ensuring
consistency, clarity and alignment with stakeholder expectations.
Our work remains underpinned by our commitment to be
“famous for doing the right thing”, reinforcing our belief that
long-term commercial success depends on operating
responsibly, transparently and sustainably.
Building on the progress outlined in 2024, this report sets out how
ESG has evolved from transformation to execution, and how the
Group has expanded and embedded our priorities across the
whole of evoke.
alignment to global frameworks
and regulation
Preparation for new reporting standards
including the Corporate Sustainability Reporting
Directive (CSRD) and the United Kingdom
Sustainability Reporting Standards (UK SRS)
evoke is aligned or is in the process of aligning
to relevant international frameworks, including:
ESG strategy and integration
from strategic initiative to business as usual
From 2026, ESG formally transitioned out of
Strategic Initiative status within the Value Creation
Plan. This milestone reflects the success of the
initial SI phase, which established:
UN Sustainable
Development
Goals (SDGs)
Evolving
UK and EU
sustainability
regulation
Preparation
for Corporate
Sustainability
Reporting
Directive
(CSRD)
compliance
Clear ESG
governance
and Board
oversight
Defined
strategic
priorities
across Players,
People and
Planet
Robust data,
reporting
and structural
foundations
Strong internal
capability
and cross-
functional
ownership
Our Double Materiality Assessment, completed in 2024,
continued to guide prioritisation in 2025, ensuring our ESG
efforts focus on areas of greatest impact and financial
relevance. Further detail on methodology, impacts and
outcomes is provided in our supplementary disclosures.
As a result, ESG is now embedded across the Group’s
operating model, with accountability residing within
relevant business functions rather than a centralised delivery
programme. This integration ensures ESG remains resilient,
scalable and responsive to regulatory, societal
and stakeholder expectations.
The ESG Committee of the Board continues to provide
strategic oversight, ensuring alignment with corporate
priorities, while day-to-day ownership sits with business
leaders accountable for delivery within their areas.
28
evoke plc Annual Report & Accounts 2025
Our approach
Player safety remains the cornerstone of evoke’s
ESG strategy. Our ambition continues to go
beyond regulatory compliance, focusing on
encouraging healthy, sustainable gambling
behaviours and intervening early where there
are indicators of potential harm.
In 2025, the systems, partnerships and
capabilities established in prior years provided
a strong building block for continued evolution.
Starting with the UK we have re-built our
customer protection eco-system, deploying
Mindway’s proprietary GameScanner model,
supported by a network of proprietary real time
models designed to deliver a sliding scale of
interventions based on the type of behaviour
exhibited by the customer. This system has
the potential to be rolled out in other markets
over time.
Key areas of focus
in 2025
harm identification and interaction
Continued use
of the Positive
Play Score as
a core metric
within the Value
Creation Plan
Created a new
safer gambling
ad campaign,
‘boundaries
make the game’
Continued
development
and
optimisation
of our risk
identification
framework
Ongoing
deployment
and refinement
of behavioural
monitoring tools
across the UK
market
Increased focus
on interaction
quality,
consistency and
effectiveness
Positive play
In-The-Moment (ITM) Interventions
and Real-Time Risk Management
During the year, we continued
to enhance our In-The-Moment
(ITM) intervention framework,
strengthening our ability to identify
and respond to rapidly escalating
gambling behaviour in real time.
The ITM approach is underpinned by a suite
of advanced behavioural models that provide
a 360-degree view of customer activity,
assessing risk both against an individual’s
historic behaviour and wider population
norms on a near-real-time basis.
The framework comprises multiple
complementary models focused on deposits,
staking, betting behaviour and time spent on
site. These models operate across short rolling
time windows, enabling early identification
of escalating financial or behavioural risk and
allowing timely, proportionate interventions.
Deposit-based models ensure coverage
across volume, value and failed deposits,
while betting and staking models monitor
high-velocity or binge-type behaviour
by product. Time-on-site models provide
additional protection by identifying extended
sessions, including specific safeguards for
late-night play. Together, these models ensure
broad coverage across the customer base
and different risk pathways.
Interventions are centrally driven to ensure
consistency and proportionality, prioritising
player safety while preventing conflicting
commercial communications during periods
of risk escalation. Where behaviour continues
to escalate, increasingly strong actions are
taken, including temporary interruptions and
referral for manual review where appropriate.
Effectiveness is continuously evaluated
through daily and monthly monitoring. Real-
time dashboards track customer volumes
by model and escalation tier, repeat
triggers and customer outcomes, with a
core objective of delivering a material
reduction in rapidly escalating behaviour
associated with gambling-related harm.
Since implementation, the ITM framework has
delivered strong outcomes, including an 85%
reduction in customers reaching the highest
deposit-frequency risk threshold, alongside
significant reductions across lower escalation
levels. These results demonstrate that ITM
interventions are having a meaningful impact
in slowing or stopping extreme behaviours.
The ITM framework is further strengthened
through integration with external risk-scoring
tools, including Mindway, supporting more
consistent identification of high-risk and
very high-risk customers and enabling
more targeted and timely actions. Ongoing
evaluation and iteration ensure thresholds,
model calibration and customer interactions
remain appropriate and effective, with
learnings feeding into continuous
improvement of the wider player
safety framework.
In 2026 we plan to evolve our framework,
including examining how we might best
achieve our ambition to build a central
multi-dimensional customer model that
sits across all our systems to ensure a fully
holistic contact strategy for our customers.
ESG continued
Players
29
evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
ESG continued
Mindway GameScanner
risk modelling
During the year, we progressed
the implementation of Mindway’s
GameScanner, an advanced
behavioural risk-detection model
designed to identify customers
at risk of gambling-related harm.
GameScanner analyses customer
play patterns across multiple
behavioural indicators to assess
both the intensity and risk profile
of gambling activity, generating
consistent risk classifications across
the customer base.
The model produces structured risk scores,
including High Risk and Very High-Risk
categories, enabling earlier and more
objective identification of potentially harmful
play. GameScanner complements existing
internal models by providing an independent,
evidence-based assessment of risk,
strengthening decision-making and ensuring
greater consistency in customer outcomes.
Throughout the year, GameScanner was
calibrated and validated to ensure alignment
with our existing risk-assessment frameworks,
with a particular focus on accuracy,
robustness and operational readiness. This
included governance sign-off of model
performance, integration into operational
workflows, and preparation for taking timely,
proportionate action against customers
identified as high or very high risk.
The introduction of GameScanner represents
a key enhancement to our player safety
framework. By combining external
behavioural science with our real-time In-The-
Moment interventions and wider orchestration
capabilities, we continue to improve
our ability to identify risk early, intervene
effectively and reduce the likelihood of
gambling-related harm.
During 2025, evoke continued to embed the
Positive Play Score (PPS) as a core measure
of safer gambling performance across our
markets. The PPS provides a holistic view of
customer beliefs and behaviours, spanning
personal responsibility, gambling literacy,
honesty and control, and pre-commitment,
and is designed to assess positive play across
the full customer base rather than focusing
solely on disordered gambling outcomes.
Across the year, Positive Play scores showed a
modest upward trend, supported by ongoing
customer education, product interventions
and the integration of Positive Play principles
into brand activity. In Q4 2025, William Hill
launched a new safer gambling advertising
campaign explicitly developed in line with
the Positive Play framework, reinforcing key
messages around personal responsibility,
informed play and pre-commitment, and
helping to translate Positive Play principles
into clear, customer-facing communications.
While we are encouraged by the overall
increase in Positive Play scores, we recognise
the limitations of the current dataset, including
variability in sample sizes and gaps in data
collection. As such, although the directional
improvement is positive, we do not consider
the changes observed in 2025 to be
statistically significant at this stage.
Research, Education and
Treatment (RET)
2025 marked a significant change in the
funding landscape for gambling harms support
in the UK, with the transition from voluntary RET
contributions to a statutory levy.
While we recognise the intent behind the
levy, we remain concerned about its long-
term implications for stability, innovation
and continuity within the treatment and
support ecosystem. The threat to funding of
organisations involved in the gambling harm
treatment space has been large, during the
transition period, evoke took deliberate steps
to support continuity for key partners and
programmes where possible.
30
evoke plc Annual Report & Accounts 2025
Armed Forces Gambling
Support Network (AFGSN)
Delivered by Beacon Counselling Trust
In 2025, evoke continued its support for
the Armed Forces Gambling Support
Network (AFGSN), a national programme
delivered by Beacon Counselling Trust to
address gambling-related harms within
the armed forces and veterans’ community.
Gambling harms are often under-recognised
in this population due to stigma, fear of
career implications and limited access to
tailored support.
AFGSN operates as a collaborative network
of specialist organisations, combining
lived experience, accredited training and
clinical pathways to deliver prevention, early
intervention and treatment in an armed-
forces-friendly context. The programme
takes a public health approach, focusing on
awareness, screening and rapid access to
support for both those experiencing harm and
those affected by another person’s gambling.
During its first year of delivery (2024–25), the
programme exceeded all planned outputs.
Over 11,000 individuals were engaged
through a combination of accredited training,
awareness sessions and Making Every Contact
Count (MECC) interventions. More than 2,300
participants completed structured gambling
harms training, including RSPH-accredited
Level 2 qualifications, while over 8,800
individuals were reached through
brief interventions and awareness activity.
AFGSN delivered activity across a national
footprint, engaging serving personnel,
reservists, veterans, cadet forces, welfare
professionals, healthcare staff and third-
sector organisations. The programme also
established clear referral pathways into
specialist support, with evidence of increased
identification of gambling harms and earlier
access to treatment across multiple settings,
including military bases, prisons, healthcare
environments and veteran support services.
Recognising the transition from voluntary RET
funding to a statutory levy, evoke took steps to
provide stability to key programmes during this
period of change. Funding was committed to
support years two and three of the Beacon-
led programme, ensuring continuity of
delivery and protecting the progress made
in establishing trusted relationships within
the armed forces community.
EPIC Global Solutions – Horseracing
Education Programme
In 2025, evoke completed its third and final
year of partnership with EPIC Global Solutions
to deliver gambling harm education across
the UK horseracing industry. The programme
was developed in collaboration with industry
stakeholders and designed to address the
heightened exposure to gambling within
racing environments, supporting participants
to make informed choices and recognise
early signs of harm.
Since launch, the programme educated
over 2,000 individuals across the sector,
including jockeys, stable staff, racecourse
employees, students and senior leaders. In its
final year alone, 721 participants attended
37 education sessions, delivered through
a blended model combining face-to-face
delivery with digital learning tools.
Independent evaluation showed strong and
consistent impact. Following the sessions:
• 90% of participants rated the training
8/10 or higher.
• 94% reported confidence in knowing
where to seek support.
• Awareness of gambling harms, risk
indicators and professional integrity
increased by at least 19 percentage
points across all key measures.
Survey data also reinforced the importance
of targeted education within the racing sector,
highlighting patterns of regular gambling
activity and the presence of low- and
moderate-risk behaviours among participants.
Feedback consistently emphasised the value
of EPIC’s lived-experience-led approach in
driving engagement, trust and meaningful
reflection.
The programme concluded as planned
in 2025, having delivered its objectives
and generated a robust evidence base
to inform future sector-specific harm
prevention initiatives.
Education sessions
participants
721
ESG continued
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evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
ESG continued
EPIC Global Solutions – Scottish
Professional Football League (SPFL)
In 2025, evoke continued its partnership
with EPIC Global Solutions and the Scottish
Professional Football League (SPFL) to deliver
a comprehensive gambling harm education
programme across Scottish professional
football.
During the 2024/25 season, the programme
reached 37 SPFL clubs, delivering education
sessions to 789 first-team players, alongside
engagement with club staff, community
trusts and supporters. A total of 382 players
completed the accompanying prevalence
survey, representing a 48% response rate
across participating clubs.
SPFL research reinforced the elevated risk
profile for professional athletes:
• 71% of respondents reported gambling
in the past 12 months.
• 16.2% met the criteria for low-or
moderate-risk gambling.
• 1.3% met the criteria for problem gambling.
• 77% believed gambling is a problem
within professional football.
Impact evaluation demonstrated strong
outcomes from the education sessions:
• 97–98% satisfaction with content
and delivery.
• 96% confidence in knowing where
to seek support.
• Significant increases in awareness of
athletes’ vulnerability and integrity risks.
Beyond direct delivery, the programme
generated meaningful cultural and
reputational impact, including strong
media coverage, political endorsement and
visible engagement from clubs and senior
figures across Scottish football. The work
continues to play a key role in normalising
conversations around gambling harms and
reinforcing safeguarding responsibilities within
professional sport.
UNLV International Gaming
Institute (IGI) – AI Research Hub
In 2025, evoke joined UNLV’s International
Gaming Institute (IGI) AI Research Hub,
strengthening our commitment to evidence-
led innovation in safer gambling and player
protection. The IGI AI Research Hub is a
collaborative forum bringing together operators,
academics, regulators and technology
experts to explore how artificial intelligence
can be applied responsibly to improve harm
identification, prevention and intervention
across the gambling sector.
By joining the Hub, evoke contributes to shared
research, peer learning and the development
of best practice around the ethical use of data,
model governance and transparency in AI-
enabled decision-making. This engagement
complements our internal work on advanced
harm identification and multi-dimensional risk
modelling, and ensures our approach continues
to be informed by independent academic
insight and emerging global standards. Our
participation reflects our belief that complex
challenges such as gambling-related harm are
best addressed through collaboration, openness
and rigorous research.
GamProtect
evoke is a founder member of GamProtect,
the UK-wide multi-operator information-sharing
scheme designed to provide enhanced
protections for customers most at risk of
gambling-related harm. GamProtect enables
participating operators to securely share
information about their most vulnerable
customers and providing an effective block
to stop those customers from gambling for a
period of five years.
We believe that initiatives such as GamProtect
represent a critical step forward in strengthening
the UK’s safer gambling framework. While
participation in the scheme is currently
voluntary, evoke’s view is that all UK-licensed
operators should be part of GamProtect in
order to maximise its effectiveness and ensure a
consistent level of protection across the market.
As a founder member, we remain committed
to supporting the continued development and
adoption of the scheme, working collaboratively
with industry peers, regulators and stakeholders
to improve outcomes for customers and raise
standards across the sector.
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evoke plc Annual Report & Accounts 2025
ESG continued
2025 has been a year of continued
turnaround for evoke, as we
strengthened our foundations whilst
supporting our colleagues through
a period of organisational change.
Building on the progress made in 2024,
we remained focused on creating an
environment where our people can do
their best work — guided by our values
of Raise Our Game, Win Together
and Customers 1st, and by our One
Company mindset.
Against a backdrop of market headwinds and
necessary restructuring to ensure long-term
sustainability, we placed fairness and wellbeing
at the heart of the decisions we made. We
continued to embed inclusive, respectful and
responsible ways of working while progressing
our agenda on leadership capability, digital
learning, communities and wellbeing support.
These efforts helped ensure our people
remained connected, supported and able to
contribute meaningfully to our recovery and
future growth.
Key people achievements in 2025
Scaling capability and creating consistent,
value-adding learning experiences
Overall, across 2025, we delivered over 150,000
learning hours through our global digital
learning platform.
Whilst we have digitalised the bulk of our offering,
we continue to offer targeted live webinars,
virtual live training and one to one coaching as
required by business need. During our Learning
at Work Week, our blended live offering proved
a valuable way to bring the evoke community
together to learn and grow in business critical
areas, with over 1,050 colleagues taking part.
This year we launched our fully digital Leadership
Essentials programme – an important milestone
in how we develop global capability at scale.
The programme was transformed from a virtual
classroom model into a self-service, on-demand
digital experience in just six to eight weeks,
offering improved efficiency, globally consistent
quality and significantly greater accessibility.
Early feedback has been strong, and we now
have two full cohorts progressing through
the curriculum.
Our AI enabled mandatory learning suite
continued to achieve excellent completion
levels across our global population, reaching
97.8% overall. We also embedded our new
global onboarding framework, also AI
enabled, helping colleagues understand our
organisation, expectations and culture at pace.
Our onboarding programme achieved a 98%
completion rate across the year, helping new
joiners feel connected, informed and set up
for success from day one.
We continued to invest in core capability areas
critical to our future success – from player safety
to operational excellence – providing high
quality training, upskilling and coaching to
colleagues across global and retail teams. In
Retail, we delivered more than 1,250 live training
sessions, upskilling 21 Area Managers and 117
Cluster Operations Managers, and supporting
the rollout of enhanced player safety standards.
Bite-sized learning modules achieved a 95%
completion rate, with strong feedback from
colleagues. Particular praise was given to the
digital “First Day in Shop” guide, now rated 4.9/5
– one of our highest-scoring learning products.
Global digital learning platform
Learning hours
150,000
Our onboarding programme
Completion rate
98%
Retail
Live training sessions
1,250
'First Day in Shop' guide
Rated
4.9/5
Our Learning at Work Week
Colleagues taking part
1,050
We remained focused
on creating an
environment where
our people can do
their best work
People
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evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Wellbeing
Colleague wellbeing remained a core priority,
underpinning our commitment to ensuring every
person feels supported, welcomed and able to
perform at their best.
We’ve been working closely with our global
wellbeing partners to provide specialist one to
one support, expert led webinars and targeted
content across topics including mental health,
neurodiversity, physical health, stress and
resilience. More than 1,700 colleagues
were active users of our wellbeing platform
during 2025, with over 300 attending 1-2-1
counselling support.
Culture and engagement
We are committed to our One Company culture,
driving focus through communication of our
Strategic Framework, Value Creation Plan and
Strategic Initiatives, ensuring alignment of goals
throughout the organisation to our Vision.
As part of the Company’s continued shift
towards a leaner, more focused operating
model, certain teams have undergone
restructuring during 2025. Our focus throughout
has been to ensure we treat all colleagues with
fairness, dignity and respect; communicating
clearly; and ensuring support was available
every step of the way.
Leadership visibility and listening forums
remained central to our approach to maintain
steady engagement, ensuring colleagues’
voices continued to shape priorities and
decisions. We continued to embed and
encourage use of the One Hub space and
maintained our regular cadence of One
Company Calls, which are held each month
and attended by 1000s of colleagues around
the world. This key facet of our communications
and engagement strategy is supplemented
by our fortnightly newsletter In Touch, to share
updates and stories involving all parts of
the business.
In 2025, the executive team visited each of
our sites holding round table listening sessions
at every location, provided opportunities for
people to meet directly with leaders. We were
delighted to welcome our Deputy Chair Anne
de Kerckhove to the new Leeds Office with
a lively and productive fireside chat which
received excellent feedback from attendees.
In November we brought together our global
business leader population to connect, align
and discuss key strategic themes during an
offsite event in Leeds, with the theme this year
being AI.
ESG continued
Wellbeing platform
Active users: Colleagues
1,700
Leeds office relocation
In 2025, evoke successfully relocated
its Leeds office from the St John’s
Centre to West Village, operated
by Bruntwood SciTech, marking a
significant milestone in the evolution
of our UK workplace strategy.
The move was driven by a desire to provide a
higher-quality, more sustainable and future-
focused working environment for colleagues.
West Village offers modern, flexible office
space designed to support collaboration,
wellbeing and innovation, aligning closely
with evoke’s culture and long-term growth
ambitions. The new space includes a
brand new, state of the art broadcast area,
significantly improved meeting rooms, better
collaboration spaces and a clean, modern
design. The office allows us to support hybrid
working and we expect will allow us to attract
and retain talent in the region.
Sustainability was a factor in the relocation.
Bruntwood SciTech’s approach to building
management and energy efficiency supports
our ESG ambitions, while the move away from
the St John’s Centre enabled a more efficient
use of space and resources. The transition was
carefully managed to minimise disruption, with
colleagues supported throughout the move to
ensure continuity of operations.
Overall, the relocation to West Village
represents an investment in both our people
and our future, providing a workspace that
better reflects evoke’s values and supports
collaboration, performance and long-term
value creation.
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evoke plc Annual Report & Accounts 2025
ESG continued
Diversity, equity and
inclusion at evoke
During the year we have spent time
reviewing our direction and approach
to diversity, equity and inclusion (DEI)
and are currently exploring ways to
improve our data visibility further as
new legislation comes into effective.
We were proud to receive a Bronze
TIDE Award this year from our partners
at OnVero (previously ENEI) – a
recognition of the progress we are
making to build a more inclusive,
equitable and diverse organisation.
Our Communities form an essential part of
how we foster inclusion, voice and belonging
at evoke. During 2025 we built direction and
momentum through our community chairs
forum, exploring purpose, roles and ways of
working, publishing a playbook to assist ERG
members and their teams in building and
growing our communities and increasing our
provision of tailored, expert support and access
to training to support ERG members and leaders.
During 2025 we also formally launched our All
Abilities and Wellbeing communities. These, plus
our Proud to Be and EmpowHer communities
held live events, webinars and various
engagement activities to raise awareness,
challenge assumptions and build support
networks across the company. Our Race
Together and The Village communities have
been less active this year – we are looking into
ways to reinvigorate these communities during
2026, ensuring every colleague has a space to
share experiences, contribute and help shape
our culture.
This year, we have continued to track our gender
target for senior management (Executive
Committee and their direct reports, excluding
executive assistants). Our target is to have 40%
female representation by the end of 2026.
By the end of 2025, our senior female
representation was holding at 31%, slightly below
our achievement of 33% in 2024, but up from 26%
at the end of 2023.
We also have an ethnicity target in place: 16%
from ethnic minority background by the end
of 2027, however this target is currently under
review, due to complexities around data
collection and varying ethnicity classifications
in the countries where we operate, making
it hard to apply the Parker review criteria in a
meaningful way.
As we move into 2026, we are pleased to sign
up to the Betting and Gaming Council’s code
of conduct, created to provide an industry
baseline that emphasises dignity, respect,
fairness and wellbeing. These themes now
underpin our DEI activity and will continue
to guide our work as we head into 2026.
Our Senior female representation
Holding at
31%
Colleague volunteering
Colleague volunteering was a standout area
of progress in 2025. Across Retail and Group
operations, colleagues contributed a total of
7,429 volunteering hours, representing almost
a 100% increase on 2024 and reflecting both
strong engagement and the success of targeted
internal campaigns. While this fell slightly short of
our stretch target of 8,000 hours, it demonstrated
a sustained commitment from colleagues to
supporting their local communities.
The launch of a full Retail volunteering
programme in February 2025 was a significant
milestone, delivering 3,805 hours across 36
projects and supported by a network of
Volunteer Champions. Key highlights included
a first-of-its-kind Retail Christmas foodbank
donation campaign and large-scale
engagement events such as the Leeds Bike and
Hike, which alone contributed approximately
736 hours from 92 participants. International
teams also played an active role through
Volunteer Together Month, with several sites
continuing activity beyond the formal
campaign period.
Alongside delivery, 2025 provided valuable
insights to inform future planning. Larger,
coordinated events proved to deliver greater
impact and engagement, and opportunities
were identified to strengthen alignment with
strategic charity partners, including increased
integration with MNDA. These learnings have
shaped the 2026 volunteering plan, with a
renewed target of 8,000 hours and a stronger
emphasis on scalable, high-impact activity.
In 2026 we will aim to build on our 2025 growth
and make this level of volunteering a consistent
part of life at evoke.
Across Retail and Group operations
Volunteering hours
7,429
Leeds bike and hike event
Participants
92
In 2026 we will aim
to build on our 2025
growth and make this
level of volunteering a
consistent part of life
at evoke
35
evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Motor Neurone Disease (MND)
Association partnership
Our partnership with the Motor Neurone Disease
Association (MNDA) continued to strengthen in
2025, with a focus on retail fundraising, high-
profile events and innovative awareness-raising
activity that engaged colleagues, customers
and the wider public. We are very proud
to be partnered with the MND Association,
the partnership came from a colleague
nomination due to a family member having
been diagnosed with MND. Since we started the
partnership we have learned more impactful
stories from colleagues and our partnership with
the Association has deepened as a result.
Retail fundraising remained a cornerstone of
the partnership, with customers having the
ability to donate cash to the Association in every
shop. Colleagues played a key role in engaging
with customers to make them aware of the
partnership and drive donations, raising over
£25,000 in 2025. Due to the Association’s location
strategy focusing on England, Wales and
Northern Ireland we fundraise for MND Scotland
in our Scottish retail shops to ensure full coverage
across our estate.
A major highlight of the year was evoke’s
involvement at Ripon Racecourse, where
our partnership with the Association was
brought to life through a dedicated race
day fundraiser. William Hill’s longest standing
racing partnership is with Ripon. As part of the
event, evoke sponsored and renamed races
in support of the charity, ensuring MNDA had
strong visibility throughout the day and across
external communications and media coverage.
The race name changes provided a tangible
demonstration of evoke’s commitment to the
partnership, while the event itself brought
together colleagues, industry partners and
the local community to raise both funds and
awareness for people living with MND and their
families. Coverage of the event reinforced the
positive impact of the partnership and the role
that sporting and community venues can play in
supporting charitable causes.
In addition, evoke the stars, our flagship
fundraising gala was held again in November
2025. The event was once again a brilliant
success with our commercial partners and
colleagues joining together with some special
celebrity guests to raise funds through a silent
auction, charity race and other fundraising
activity on the night. evoke the stars raised a
total of over £154,000 for the Association.
Together our efforts across all activities include
retail fundraising, the Ripon fundraiser and
Evoke the Stars demonstrated the breadth
of our partnership with the MND Association,
combined with 2024’s gala have raised over
£400,000. We plan to build on this momentum
by further integrating fundraising, volunteering
and awareness-raising activity, ensuring the
partnership continues to deliver meaningful
and lasting impact as we aim to raise a further
£600,000 over the next two years taking our
funding to a total of £1m in three years.
British Wheelchair Basketball
Association partnership
During the year, evoke commenced a new
partnership with the British Wheelchair Basketball
Association (BWBA), supporting the development
and long-term sustainability of wheelchair
basketball across the UK. The partnership reflects
evoke’s commitment to inclusion, accessibility
and creating positive social impact through sport.
Our support will help BWBA to expand
participation opportunities at grassroots and
community levels, while also strengthening
pathways for talent development and elite
performance. Wheelchair basketball is one of
the UK’s most inclusive sports, bringing together
disabled and non-disabled athletes, and the
partnership aligns closely with evoke’s wider
ambition to support programmes that promote
equality, wellbeing and social connection with
a particular focus on sport.
Beyond financial support, the partnership
enables broader engagement through
advocacy, awareness-raising and collaboration,
helping to increase the visibility of wheelchair
basketball and challenge perceptions around
disability in sport. In 2026 we will be working on
plans to get evoke colleagues involved in the
sport as participants and as volunteers, further
increasing and diversifying our colleague
volunteering offering.
ESG continued
2026 priorities
Our People priorities for 2026
focus on three core themes:
1. Supporting the business through
further change
We will continue to partner closely with
the business as we shape a future ready
organisation, protecting key capabilities
and strengthening workforce planning.
Our focus will be on enabling stability,
clarity and strong decision making.
2. Equipping leaders and managers
to lead through change
We will provide enhanced guidance,
toolkits, learning and coaching to help
leaders support their teams with confidence,
empathy and consistency. Manager
capability – from communication and
resilience to performance and culture –
will be central.
3. Deepening our commitment to health,
wellbeing and community
We will expand and strengthen our
wellbeing, inclusion and engagement
efforts to ensure colleagues are cared
for, informed and connected. Fostering
togetherness and a strong sense of shared
purpose will be vital as we navigate this
difficult period and stay focused on
the long-term recovery and future of
our business.
4. Continue to deliver game-changing
charity partnerships
We are very proud of our charity and
community partnerships. In 2026 we will
continue to engage colleagues with
volunteering opportunities, continue our
fundraising efforts for the MND Association
and embed our new partnership with the
British Wheelchair Basketball Association.
36
evoke plc Annual Report & Accounts 2025
Addressing climate change remains
an important long-term priority for the
Group. During 2025, we continued
to develop our understanding of our
greenhouse gas emissions profile and
the practical actions available to
support decarbonisation across our
operations and value chain.
Scope 3 emissions account for the majority of
the Group’s overall emissions and primarily arise
from activities outside our direct operational
control, including our supply chain and the use
of third-party services. Over the past year, we
have further enhanced our data, governance
and analytical capability in this area, enabling a
more informed assessment of both opportunities
and constraints.
Following this work, and taking account of the
pace of external market transition, supplier
readiness and evolving best practice, the Board
approved a revision to the Group’s Scope 3 net-
zero ambition, extending the target date to 2045.
This decision reflects the scale and complexity
of decarbonising value-chain emissions and the
importance of setting targets that are credible,
transparent and aligned with our ability to
influence outcomes.
Our approach to Scope 3 in 2025 was therefore
focused on strengthening the foundations for
long-term progress. This includes prioritising the
most material emissions categories, improving
the quality and coverage of emissions data,
and engaging with suppliers and partners where
we have the greatest opportunity to support
emissions reductions. While the achievement
of Scope 3 reductions is dependent on factors
beyond the Group’s direct control, we remain
committed to transparency and will continue
to report annually on progress, challenges and
developments in our approach.
In previous annual reports we have committed
to joining the Science Based Targets Initiative
(SBTi). We remain committed to joining the
scheme but have delayed our application to
changes to the published standard. We will
explore joining the scheme when the new
Corporate Net-Zero Standard is published.
Emissions target changes
Scope 3 emissions represent the majority of the
Group’s overall greenhouse gas footprint and
primarily arise from activities outside our direct
operational control, including our supply chain
and the use of third-party services.
During the year, the Group undertook a
detailed review of its climate transition strategy,
including the feasibility and deliverability of
its Scope 3 emissions reduction targets. This
review considered the availability and quality
of emissions data, the degree of influence the
Group has over suppliers and partners, and
the pace of decarbonisation across relevant
markets and technologies. As part of this review
detailed analysis of our suppliers’ emissions
targets, this highlighted how the 2035 goal
would be unachievable without significant
capital investment in unproven and emerging
technology which would not deliver financially
for the Group.
As a result of this review, the Board has approved
a revision to the Group’s Scope 3 net-zero
ambition, extending the target date to 2045.
This revised timeline better reflects the scale of
change required across the value chain and the
factors outside the Group’s direct control, while
maintaining a clear long-term commitment to
addressing value-chain emissions.
The Group’s approach to Scope 3 will continue
to focus on areas where it can exert the
greatest influence, including procurement
practices, supplier engagement, improved data
quality and prioritisation of material emissions
categories. Progress, challenges and any further
developments will be disclosed transparently on
an annual basis.
ESG continued
Planet
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evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Progress in 2025
Total emissions –
Down 10.9%
from 2024
Scope 1 and 2 emissions –
Down 8.4%
from 2024
Scope 3 –
Down 11%
from 2024
European Union Corporate
Sustainability Reporting
Directive disclosure
During 2025, the Group continued to monitor
developments in sustainability-related
regulation, including the EU Corporate
Sustainability Reporting Directive (CSRD) and
the subsequent Omnibus proposals, which are
intended to streamline and clarify elements
of the CSRD framework. These developments
have introduced further uncertainty around
the final scope, timing and detailed reporting
requirements, particularly for non-EU
headquartered groups with EU operations. As
a result, the Group now expects a delay to its
originally proposed CSRD reporting schedule.
In response, the Group has adopted a phased
and proportionate approach, focusing on
strengthening data foundations, governance
and gap analysis while maintaining flexibility to
align with the finalised regulatory requirements
once confirmed. The Group will continue
to review its reporting timetable as further
guidance and legislative clarity emerges.
ESG ratings and recognition
• We maintained membership of the
FTSE4Good, once again rated at AA.
• Our CDP score was C, we will work to improve
this score, focusing on further developing our
processes attached to Scope 3 emissions and
engaging with our value chain.
• Our MSCI rating remained at AA, consistent
with prior performance.
• Our S&P Global Corporate Sustainability
Assessment (CSA) score was 30/100 overall,
up from 25/100 in 2024. We are optimistic
about further improvements as we have
continued to strengthen our sustainability
methodology and governance efforts,
linked to previous re-baselining activities.
As we move into the new financial year we
continue to improve our data disclosure
capabilities to ensure we can comply with
the ever growing requirements to disclose ESG
related data through frameworks such as CSRD
and the UK’s upcoming sustainability framework
as well as the ever deepening requirements of
the ratings agencies.
ESG continued
The Board recognises the importance of
ensuring that climate-related targets are
credible, achievable and supported by
appropriate delivery mechanisms. In reviewing
the Group’s Scope 3 ambition, the Board
considered the risk of setting commitments
that could not be supported by robust data
or clear levers for delivery.
The decision to revise the Scope 3 target timeline
reflects the Board’s commitment to responsible
target-setting, transparency and effective risk
management. The Board will continue to review
progress against the Group’s climate strategy
and will reassess the Scope 3 approach as
external standards, data availability and
market conditions evolve.
Statements relating to the Group’s climate
ambitions, including Scope 3 emissions,
are forward-looking and subject to a number
of uncertainties. The achievement of reductions
in Scope 3 emissions is dependent on factors
beyond the Group’s direct control, including
supplier action, technological development,
regulatory change and broader market transition.
Accordingly, while the Group remains
committed to supporting reductions in value-
chain emissions over the long-term, actual
outcomes may differ from current expectations.
evoke will continue to engage with suppliers
to educate and support them in their climate
journey whilst ensuring they move forward
with an ambitious climate agenda to hit our
new target.
38
evoke plc Annual Report & Accounts 2025
Climate-related reporting
summary
Our statement of alignment with
TCFD and future methodologies
towards sustainability disclosures
In 2025, as part of our ongoing commitment to
sustainability and transparency, the Group will
continue to align with the recommendations
of the Task Force on Climate-related Financial
Disclosures (TCFD). While we have assessed the
ISSB IFRS S2 Climate-related Disclosures standard
and other methodologies for the future, our
focus for this year remains on TCFD-aligned
reporting. This report outlines our climate-
related governance, strategy, risk management,
and metrics, ensuring a clear integration of
climate considerations into our business model,
operations, and long-term strategy.
The table below provides a breakdown of the
core topics which follow the TCFD framework
recommendations as part of our report and
additional details can be found in the ESG
supplementary data pages.
The Group shall continually adapt the maturity of
our reporting in upcoming periods to adhere to
all external sustainability regulation changes.
Task Force on Climate-related Financial Disclosures (TCFD) reporting
Scope Reference
Governance
(a). Governance of the Board and Audit and ESG committees’
oversight of climate-related risks and opportunities.
TCFD Report, pages 145 to 155
Governance processes, pages 146 to 147
ESG & Audit Committee Chair Statement, page 53
ESG Strategy, page 28
(b). Management’s role in the governance processes, controls and
procedures used to monitor, manage and oversee climate-related
risks and opportunities.
TCFD Report, pages 145 to 155
Governance processes, pages 146 to 147
ESG & Audit Committee Chair Statement, page 53
ESG Strategy, page 28
Strategy
(a),(b). Climate-related risks and opportunities the organisation has identified
over the short, medium, and long term. Detailing anticipated effects
on business model and value chain.
TCFD Report, page 145 to 155
ESG physical risks and mitigation, Risk, page 24
(c). The effects of climate-related risks and opportunities on the Group’s
strategy and decision-making, including climate-related transition plan.
TCFD Report, page 145 to 155
ESG Strategy, page 27 to 42
(d). Effects of climate-related risks and opportunities on the Group’s financial
position, financial performance and cash flows for the reporting period,
and over the short, medium and long term.
TCFD Report, page 145 to 155
Climate risks, page 146
Underlying work on the potential impact
of climate-related issues on financial
performance continues to be analysed.
Financial materiality IROs to be actioned
as part of future CSRD disclosure.
(e). Climate resilience of the Group’s strategy and business model to
climate-related changes, developments and uncertainties, taking
into consideration identified climate-related risks and opportunities.
TCFD Report, page 145 to 155
ESG physical risks and mitigation, page 150
ESG continued
39
evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Metrics and
targets
(a). Climate-related metrics and performance relevant
to cross-industry reporting.
i. Absolute gross Scope 1, 2 & 3 greenhouse gas
emissions during the reporting year.
ii. Measurement approach, inputs and assumptions.
iii. Climate-related transition risks.
iv. Climate-related physical risks.
v. Climate-related opportunities.
vi. Capital deployment – expenditure, financing or investment
towards climate-related risks and opportunities.
vii. Factors into executive remuneration relating
to climate-related considerations.
TCFD Report, pages 145 to 155
ESG, Planet section, pages 37 to 38
ESG & Audit Committee Chair Statement,
pages 53 to 54
Next steps in 2026
In 2026, our focus remains on
strengthening the foundations
required to meet evolving regulatory
and stakeholder expectations, while
continuing to improve the efficiency
and resilience of our operations.
We will maintain our engagement with the
Science Based Targets initiative (SBTi) and
intend to align with the updated standard
once it is published. In the meantime, we
will continue preparatory work to ensure we
are well positioned to set robust, credible
targets that reflect best practice and our
operational footprint.
We will also continue to prepare for the
implementation of the Corporate Sustainability
Reporting Directive (CSRD). Building on the
completion of our double materiality
assessment, our focus in 2026 will be on
enhancing data quality, strengthening internal
processes and governance, and preparing
for our first CSRD-aligned disclosures. We also
await the United Kingdom’s new sustainability
standards framework, due to be published in
Q1 2026.
Across our operations, we will continue to
modernise our Retail estate where capital
investment allows, prioritising improvements
that enhance energy efficiency, resilience
and the colleague and customer experience.
In parallel, we will seek to optimise our office
footprint, ensuring space is used efficiently and
supports new ways of working, while contributing
to reduced operational emissions.
Finally, we will increase our focus on collaboration
and shared learning. Working with peers through
our trade association, the Betting and Gaming
Council, we will seek to establish a climate
working group aimed at sharing best practice
on emissions reduction and working more closely
with suppliers to support improvements in their
own emissions performance.
ESG continued
Task Force on Climate-related Financial Disclosures (TCFD) reporting continued
Scope Reference
Risk
management
(a). Processes and related policies the entity uses to identify, assess,
prioritise and monitor climate-related risks.
TCFD Report, page 145 to 155
Risk Management section, page 19 to 26
Board Responsibilities, page 48
(b). Processes the Group uses to identify, assess, prioritise and monitor
climate-related opportunities, including information about whether
and how the Group uses climate-related scenario analysis to inform
its identification of climate-related opportunities.
TCFD Report, pages 145 to 155
(c). The extent to which, and how, the processes for identifying, assessing,
prioritising and monitoring climate-related risks and opportunities are
integrated into and inform the Group’s overall risk management process.
TCFD Report, pages 145 to 155
Risk Management, pages 19 to 26
40
evoke plc Annual Report & Accounts 2025
Stakeholder Engagement
Who are our
stakeholders? Why? How?
Customers
Our mission is to delight players with world-class
betting and gaming experiences. Maintaining
customer trust, loyalty and advocacy is central to
sustainable growth and long-term value creation.
We put customers at the heart of decision-making
and design tailored experiences that support our
vision of making life more exciting, while promoting
safe and responsible play.
Our core value of ‘Customers 1st’ places customers at
the centre of our culture and decision-making. A key
strategic initiative is the continued development of clear
and compelling Customer Value Propositions for each
brand. Significant progress has been made to refine these
propositions, ensuring we consistently meet core customer
needs across all key touchpoints.
Customer Lifecycle Management is a further strategic priority,
focused on using intelligent automation to build long-term,
personalised customer relationships. This approach supports
increasingly tailored and relevant betting and gaming
experiences, while embedding safeguards that promote
responsible play.
We regularly assess the quality of customer outcomes through
net promoter scores, customer surveys and web and data
analytics, supported by ongoing feedback mechanisms
to monitor customer satisfaction and responsible gambling
behaviours. In 2025 we continued to roll out the Positive
Play Score across our Core Markets, giving us deeper insight
into customer behaviour and helping to shape features
and campaigns to shape features and campaigns that
support safer gambling. By measuring customers’ beliefs and
behaviours related to gambling, the survey provides valuable
insight to inform the development of safer gambling strategies
across the Group.
Further details on our approach to safer gambling are set out
in the ESG and Sustainability section on pages 27 to 40.
Regulators,
government
&
policymakers
Regulators grant the licences that allow the Group
to operate and set the regulatory frameworks within
which our businesses must comply. A clear and
proactive understanding of regulatory requirements
is essential to maintaining compliance and aligning
with regulatory priorities across our markets.
Engagement with government and policymakers
is also important, particularly where fiscal or
legislative changes may affect the sustainability of
the regulated market, customer protection and the
Group’s long-term prospects.
A safe and well-regulated gaming environment
supports sustainable growth for responsible
operators, including evoke. Open and constructive
engagement with regulators helps to build trust,
strengthen collaboration and demonstrate our
commitment to high standards of compliance,
integrity and player protection.
We maintain regular and transparent dialogue with
regulators across our global markets, including the Gambling
Commission of Great Britain, the Gibraltar Gaming Commission
and the Malta Gaming Authority.
We actively participate in relevant industry events and forums
to support a strong understanding of regulatory expectations
in the jurisdictions in which we operate. This includes
engagement through industry bodies such as the Betting
& Gaming Council ('BGC') and the European Gaming and
Betting Association.
We also maintain an ongoing relationship with the UK Listing
Authority and comply with the requirements of the UK Listing
Rules, supporting the Company’s continued listing on the
London Stock Exchange.
Ahead of the UK Budget in November 2025, the Company,
alongside other operators and the BGC, engaged with the
UK Government, including DCMS and HM Treasury, to explain
the potential impact of further tax increases on the regulated
sector and the risk of customers migrating to the black market.
Engaging with
stakeholders
Effective stakeholder engagement supports long-
term value creation and is a core part of evoke plc’s
governance arrangements. As a Gibraltar company,
the UK Companies Act 2006 does not apply, however
the Board continues to follow the principles of section
172 and considers the interests of stakeholders in its
decision-making.
Consistent with the UK Corporate Governance Code, the
Board considers stakeholder impacts as part of its discussions
and key decisions are informed by feedback from stakeholder
engagement activity. The Board engages with a broad range
of stakeholders. The principal groups are set out below, together
with why they matter to evoke and how we engage with them.
The Group is carefully considering all stakeholders as part of
the ongoing strategic review but to date external engagement
with stakeholders with respect to the strategic review has been
limited, save for canvassing investor feedback around the time
of the strategic review announcement.
41
evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Who are our
stakeholders? Why? How?
Communities
Local communities are important stakeholders and
advocates for the Group, particularly in supporting
recruitment and retention across our retail estate.
Maintaining strong relationships depends on
understanding local perspectives, responding to
community needs and addressing concerns in a
constructive way.
As a responsible corporate citizen, we are
committed to making a positive contribution to the
communities in which we operate. The success of
our retail business is closely linked to community
support, and our local teams play an active role in
building trusted relationships with customers and
community partners.
We operate a well-established community involvement
programme, which was further expanded during 2025.
Colleagues are encouraged and supported to contribute
to their local communities through paid volunteering,
providing flexibility to support causes that matter where
they live and work.
During the year, we hosted a Group-wide ‘Volunteer Together’
month, encouraging participation across our locations, and
held our second Evoke the Stars fundraising gala in Leeds,
raising funds for the Motor Neurone Disease Association.
Further details of our community initiatives are set out on
pages 27 to 40.
In addition, the Group makes a significant economic
contribution to the communities in which it operates. In 2025,
our total tax contribution was c.£520m, largely comprising
gaming duties across regulated markets and employment-
related taxes, principally in the UK.
Partners &
suppliers
Partners and suppliers play a critical role in the
delivery of our core operations and the success of
the Group. Open and constructive engagement
supports alignment of interests, transparency and
effective collaboration.
Maintaining strong relationships helps to improve
operational efficiency, build mutual trust
and ensure our partners and suppliers uphold
the standards expected of a responsible and
sustainable business.
We maintain open, constructive and effective relationships
with partners and suppliers through regular engagement
and meetings, providing opportunities for both parties to
share feedback on performance, emerging challenges
and future priorities.
Suppliers have access to the Group’s whistleblowing hotline,
enabling concerns to be raised anonymously, with all matters
tracked and monitored in line with our governance processes.
During 2025, we continued to enhance our supplier risk
framework, introducing additional risk identification and
mitigation measures and strengthening governance and
approval controls to support responsible and resilient supply
chain management.
In response to the UK Budget, the Group initiated enhanced
supplier and contract management, with careful oversight
of key commercial arrangements and mitigation actions to
support efficiency and value creation.
Stakeholder Engagement continued
42
evoke plc Annual Report & Accounts 2025
Stakeholder Engagement continued
Who are our
stakeholders? Why? How?
Shareholders &
debt holders
Understanding the perspectives of our shareholders
and debtholders is essential to maintaining strong
and trusted relationships. Regular and constructive
engagement supports transparency, builds
confidence and provides valuable insight into
investor priorities and concerns.
The Board values open and ongoing dialogue to
demonstrate a clear strategy for sustainable value
creation over the short, medium and long term.
Investors expect timely and transparent disclosure,
alongside a disciplined approach to opportunity
management and risk oversight.
The Annual General Meeting was held in May 2025 in London,
with shareholders able to attend in person or virtually and
submit questions to the Chair. Following votes of more than 20
percent against two resolutions, the Company engaged with
shareholders and published an update on its website in line
with Investment Association principles. Further details are set
out on page 50.
We maintain regular communication with shareholders and
debtholders through a comprehensive investor relations
programme, including trading updates, half year and full
year results announcements and investor events, such as the
Annual General Meeting.
During the year, the Company held over 360 direct
engagements with investors, representing more than
70% of the share capital.
Engagement was led by the Chair, Chief Executive Officer,
Chief Financial Officer and Investor Relations Director, with
other Board members involved where appropriate.
This included meetings with existing and prospective
institutional investors and sell-side analysts, conducted in
person and virtually, as well as participation in roadshows
and investor conferences. Key topics discussed included the
turnaround in commercial performance and return to growth,
and the potential impact of the UK Budget.
Following the announcement of the strategic review in
December 2025, the Board and management team engaged
closely with shareholders and debtholders to understand views
on strategic options, value creation priorities and expectations
for execution.
Market sentiment and shareholder analysis are standing
items for the Board, supported by regular updates on analyst
commentary and reports. In addition, the Chair of the
Remuneration Committee engaged directly with shareholders
in relation to proposed remuneration changes in March 2025.
Colleagues
Delivering the Group’s growth ambitions requires a
high-performance culture in which colleagues are
empowered, accountable and engaged in driving
change. We are committed to making evoke a
great place to work, where people feel valued,
have a voice and are supported to perform at
their best.
An inclusive and supportive working environment
helps attract, retain and develop talent, while
reinforcing behaviours that underpin long-term
success and sustainable value creation.
The Group operates a clear set of company values,
including ‘Win Together’, which reinforces the importance
of collaboration, shared accountability and a high-
performance culture.
Colleague engagement was monitored through regular
employee net promoter score surveys. Results are tracked,
with action plans implemented to address areas for
improvement. In 2025 an eNPS target formed part of the
annual bonus objectives for senior leaders, supporting
accountability for colleague engagement and satisfaction.
We maintain a comprehensive internal communications
framework to ensure colleagues are informed and connected.
Updates are shared across the Group, or targeted by role and
location, through email, the In Touch newsletter and the One
Hub intranet. Communications cover business performance,
learning and development opportunities, wellbeing and
Group initiatives. The Chief Executive Officer hosts a monthly
One Company call, alongside members of the Executive
Committee, providing business updates and responding to
colleague questions submitted and prioritised through Slido.
Following the announcement of the strategic review, colleagues
were updated through these channels and through leadership
engagement, helping colleagues understand the context for
the review, the priorities being considered and the Group’s
continued focus on performance and delivery.
In addition, the ‘Winning Organisation’ programme is a key
strategic initiative within the Value Creation Plan, focused on
strengthening the employee value proposition, enhancing talent
and reward frameworks and evolving the operating model.
Further details are set out on pages 33 to 36.
43
evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
The Board of Directors
1. Mark Summerfield
Independent Non-
Executive Director and
Chair of the Board
Tenure: 6 years Age: 58
Experience: Mark was
appointed as an Independent
Non-Executive Director and
Chair of the Audit (now
Audit & Risk) Committee in
September 2019, a role he held
until October 2025 at which
point he was appointed Chair
of the Board.
Mark worked as a Chartered
Accountant for KPMG in the
UK and US for 29 years, 18 as
a partner. His roles included
Global Head of Gaming, UK
Head of Audit for Technology,
Media and Telecoms (TMT)
and UK Head of Assurance.
He has extensive knowledge
and experience in auditing,
financial reporting and
governance, as well as mergers
and acquisitions and capital
market transactions.
Mark spent most of his career
working for companies in the
TMT and leisure sectors and
built KPMG’s gaming practice,
working with a number of
online gaming operators. He
was also William Hill’s interim
CFO for 15 months from July
2016, helping set the Group’s
strategic direction and assisting
with its transformation and
technology programmes.
Committees:
E
G
2. Anne de Kerckhove
Senior Independent
Non-Executive Director,
Deputy Chair and
Chair of the ESG and
Nominations Committees
Tenure: 8 years Age: 53
Experience: Anne was
appointed Senior Independent
Director in March 2021 and
Workforce Engagement
Designated Non-Executive in
July 2022. She was appointed
Deputy Chair in October 2025.
Anne is Chair of Eagle Eye
Solutions Group Plc, a SAAS
company in loyalty and
promotions systems; Chair of
Moneyhub a data company
in the fintech space, and Chair
of the Pebble Group Plc, a
provider of products, services
and technology to the global
promotional products industry.
Previously, she was the CEO
of Freespee, Iron Capital
and the Managing Director
EMEA for Videology, Global
Director of Reed Elsevier,
and COO and International
Managing Director at Inspired
Gaming Group. Anne is an
angel investor and mentor
for early-stage start-ups and
entrepreneurial funds including
CRE and Daphni. She holds a
Bachelor of Commerce from
McGill University and an MBA
from INSEAD.
Committees:
N
R
E
3. Limor Ganot
Independent Non-Executive
Director and Interim Chair of
the Audit & Risk Committee
Tenure: 5 years Age: 53
Experience: Limor was
appointed as a Non-Executive
Director of the Company in
August 2020. In October 2025
Limor assumed the role of
Interim Chair of the Audit & Risk
Committee.
She is managing partner
of Gefen Capital, a US-
Israeli venture capital fund
that invests in disruptive
technologies; a board member
of Diners Club Israel; a member
of the management of the
friends of the Weizmann
Institute of Science, which
is one of the world’s leading
multidisciplinary basic research
institutions in the natural and
exact sciences; and former
co-CEO of Alon Blue Square
Israel. She is a certified public
accountant who started her
professional journey in the
corporate finance division
at KPMG and received
her Bachelor of Science in
Accounting and Economics
from Tel Aviv University.
Committees:
A
N
R
T
4. Andrea Gisle Joosen
Independent Non-Executive
Director and Chair of the
Remuneration Committee
Tenure: 3 years Age: 61
Experience: Andrea was
appointed as a Non-Executive
Director of the Company in
July 2022.
Andrea is a highly experienced
Non-Executive Director with
leadership experience across
international technology and
consumer businesses. She is
currently a Non-Executive Director
of Viaplay Group AB, Zühlke,
Logent AB and Stadium AB.
She previously chaired Acast AB,
Bilprovningen AB and Charge
Amps AB, and has served as a
Non-Executive Director of Currys
plc, Billerud AB, ICA Gruppen,
James Hardie Industries plc
and Mr Green & Co, which was
acquired by William Hill plc in 2018.
During her executive career,
Andrea held senior leadership
roles in the media and
technology sectors, including
CEO of Boxer TV Sweden and
Managing Director Nordics for
Panasonic, Chantelle Group
and Twentieth Century Fox.
Andrea holds a BSc in Business
Administration and an MSc in
International Marketing from
Copenhagen Business School.
She has also completed Executive
Education at Harvard Business
School in Effective Negotiations
and Audit Committees in a New
Era of Governance.
Committees:
A
R
Committee key
A
Audit & Risk Committee
N
Nominations Committee
R
Remuneration Committee
E
ESG Committee
G
Gaming Compliance
Committee
T
Technology Committee
C
Chair
1
2
3
4
The focus of the Board in 2025 was
to protect shareholder value through
robust strategy management
The Board of Directors
The biographical details below reflect the information
published on the Company’s corporate website and include
changes to roles during the year. Age and tenure are stated as
at 31 December 2025.
44
evoke plc Annual Report & Accounts 2025
The Board of Directors continued
5. Susan Standiford
Independent Non-Executive
Director and Chair of the
Technology Committee
Tenure: 1 year Age: 58
Experience: Susan was
appointed as a Non-Executive
Director of the Company from
1 November 2024.
Susan is currently an
Independent Non-Executive
Director and Chair of the
technology committee at Stibo
Software Group A/S, which
provides software solutions for
data management and media
and publishing verticals, and
a Non-Executive Director at
Didimo, a visual AI company.
She was previously an
Independent Non-Executive
and Chair of the technology
committee at SimCorp, a
Danish FinTech company.
Previously in her executive
career she has held several
leadership positions including
Chief Product and Technology
Officer at StepStone, Chief
Technology Officer at IKEA
Retail, CTO and COO at
Zeal Network, and CTO at
RueLaLa. Susan brings 30 years
of product, technology and
managerial experience from
various industries at companies
such as Oracle, Disney, and
Travelocity. Susan is active
in the startup and scale up
communities as a mentor,
advisor and angel investor. She
holds a BA from the University
of Illinois.
Committees:
A
T
6. Ori Shaked
Non-Executive Director
Tenure: 3 years Age: 42
Experience: Ori was appointed
to the Board in September 2022.
He is a gaming entrepreneur
and experienced game
producer. He was previously
employed by the Group until
2017 as a game producer,
online marketer and business
development manager. Ori
acts as an early-stage investor
in gaming and blockchain
start-up companies. He holds
a BA in Business Management
from Tel Aviv University. Ori is
not considered independent
following his appointment by
the Group’s largest shareholder,
Dalia Shaked, in line with
their right to appoint a non-
executive director.
Committees:
N
E
G
T
7. Per Widerström
Chief Executive Officer
Tenure: 2 years Age: 59
Experience: Per was appointed
Group Chief Executive Officer
and joined the Board on 16
October 2023.
He has over 19 years' of
experience in the online gaming,
serving as CEO of Fortuna
Entertainment Group, a leading
omni-channel betting and
gaming business in Central and
Eastern Europe, from 2014 to 2022.
Before joining Fortuna, Per held
senior roles across leading online
gaming businesses, including
Managing Director of Gala
Interactive at Gala Coral Group
Plc, COO of PartyGaming plc,
Chief Integration Officer at Bwin.
Party Digital Entertainment Plc,
and Group CEO and Chair of
the Board at Expekt.com. Earlier
in his career, he held senior roles
including COO of Kyivstar, CEO
of Telenor Mobile Sweden, and
Director of Operational Marketing
and Business Development for
The Coca-Cola Nordic Services.
Per has extensive board
leadership experience, having
served as Non-Executive
Chairman and Non-Executive
Director for publicly listed, private
equity-backed and venture
capital-backed businesses in
sectors including betting and
gaming, financial services and
deep tech.
He holds a Masters in International
Accounting and Finance from the
London School of Economics.
8. Sean Wilkins
Chief Financial Officer
Tenure: 2 years Age: 56
Experience: Sean was
appointed as the Group’s Chief
Financial Officer and joined the
Board from 1 February 2024.
Sean has 19 years of
experience in CFO roles at
both private and public
companies, having most
recently held the position of
Group CFO of Superbet, a
leading omni-channel betting
and gaming business with
operations primarily across
Romania, Poland, Serbia and
Belgium.
Prior to Superbet, Sean held
CFO roles at several consumer-
facing businesses including Big
Bus Tours, Domino’s Pizza Group
PLC, Tesco Malaysia, Tesco
Telecom, and O2 Asia.
Sean is a chartered
management accountant
and holds a Bachelor's
degree in Philosophy,
Politics and Economics
from Oxford University.
Committees:
G
5
7
6
8
Non-executive skills and experience
Anne de
Kerckhove
Mark
Summerfield
Limor
Ganot
Andrea
Gisle Joosen
Ori
Shaked
Susan
Standiford
Finance, audit and
risk management
Remuneration
Technology
M&A and capital markets
Gambling/gaming
Marketing/Branding
International business
Consumer services
45
evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Overview
Our commitment to high standards of corporate governance
is fundamental to the way evoke plc operates and underpins
the delivery of long-term sustainable value for shareholders and
other stakeholders. The Board recognises that strong governance,
effective oversight and clear accountability are particularly
important during periods of transformation.
The Company is incorporated in Gibraltar and governed from
the UK. As its ordinary shares are admitted to the UK Official
List and traded on the London Stock Exchange’s Main Market,
the Company applies the principles and provisions of the UK
Corporate Governance Code 2024 (the “Code”), in accordance
with the UK Listing Rules.
This report describes how the Company has applied the main
principles of the Code during the year ended 31 December 2025
and includes the disclosures required under the UK Listing Rules
and the Disclosure Guidance and Transparency Rules.
The Board considers that, throughout the year ended
31 December 2025, the Company complied with the provisions
of the Code.
Board leadership and purpose
The role of the Board
The Board is collectively responsible for the long-term success of
the Company. It sets the Group’s strategic objectives, establishes
the risk appetite and governance framework, and oversees
performance against agreed plans. The Board also ensures that
appropriate systems of risk management and internal control are
in place and operating effectively.
The Board focuses on strategic and policy matters, the oversight
of risk and internal control, approval of major transactions,
capital structure and financing, and the appointment and
succession of senior management. Day-to-day management
of the Group is delegated to the Executive Directors and the
Executive Committee.
The Non-Executive Directors provide independent judgement on
issues of strategy, performance and risk, and provide constructive
challenge to the Executive Directors. The Executive Directors
are responsible for implementing the Company’s strategy and
delivering its performance.
Meetings and attendance
There are seven regularly scheduled Board meetings planned per
year. However, when urgent decision-making is required between
meetings on matters reserved for the Board, there is a process in
place to facilitate discussion and decision-making. The Directors
regularly communicate and exchange information irrespective of
the timing of meetings.
Set out below are details of the Directors’ attendance record at
Board and Committee meetings in 2025. All regularly scheduled
Board meetings in 2025 were held in person in London.
The Chair has responsibility for ensuring that agendas for Board
meetings are set in advance. Board papers are issued to Directors
sufficiently in advance of meetings to facilitate both informed
debate and timely decisions. If a Director is unable to attend a
meeting, he or she is given the opportunity to raise any issues and
give any comments to the Chair in advance.
None of the Directors have raised any concerns about the
running of the Company or a proposed action which needed
to be recorded in the Board minutes of the Company or in a
statement to the Chair for circulation to the Board.
Meetings with Non-Executive Directors
At each Board meeting, the Chair designates time for the
Non-Executive Directors to meet without the Executive Directors
being present.
The Non-Executive Directors also meet once per year without the
Chair present in order to appraise the performance of the Chair
and take into account the views of the Executive Directors. This
process is led by the Senior Independent Director in accordance
with the UK Corporate Governance Code.
Board responsibilities and procedures
The Directors consider it essential that the Company should be
both led and controlled by an effective Board. The Board focuses
upon the Company’s long-term objectives, strategic and policy
issues. It formally and transparently considers the management
of key risks facing the Group, as well as determining the nature
and extent of significant risks it will take in achieving its strategic
objectives. It maintains and reviews annually the effectiveness of
the Company’s risk management and internal control systems.
The Board is responsible for acquisitions and divestments, major
capital expenditure projects and considering the Company’s
budgets and dividend policy. The Board also determines
key appointments. The Board receives regular updates on
shareholders’ and stakeholder views.
Corporate Governance Report
Director meeting attendance for year ended 31 December 2025
Board
Audit & Risk
Committee
Remuneration
Committee
Technology
Committee
Nominations
Committee
ESG
Committee
Gaming
Compliance
Commmittee
1
Total held in year 7 5 4 3 2 6 4
Lord Mendelsohn
2
5 – – – 2 – –
Per Widerström 7 – – – – – –
Sean Wilkins 7 – – – – – 1
Anne de Kerckhove 6 – 3 – 2 5 –
Mark Summerfield 7 4 – – – 6 4
Limor Ganot 7 5 4 3 2 – –
Andrea Gisle Joosen 7 5 4 – – – –
Susan Standiford 7 5 – 3 – – –
Ori Shaked 7 – – 3 2 6 4
1. Michael Alonso, who is not a Board member, was Chair of the Gaming Compliance Committee until 2 September 2025.
2. Lord Mendelsohn stepped down from the Board on 21 October 2025.
46
evoke plc Annual Report & Accounts 2025
Corporate Governance Report continued
January • Review of refinancing planning and capital structure.
• Updates on strategic initiatives and organisational capability.
• Regulatory and compliance updates, including international developments.
• Review of risk management and assurance priorities for the year.
March • Review and approval of the Annual Report and financial statements.
• Consideration of impairment, going concern and viability assessments.
• Review of Board and committee performance evaluation outcomes.
• Updates on corporate development activity.
May • Review of assurance over second half performance.
• Strategic and operational resilience planning.
• Business continuity and preparedness.
• Review of regulatory engagement and compliance activity.
July • Review of first half performance and trading.
• Deep dive into the operating model and location strategy.
• Updates on technology roadmap, product development and marketing transformation.
• Review of risk, cyber security and control environment.
September • Review of the refinancing completed in September and its implications for the Group’s capital structure,
maturity profile and liquidity.
• Review of performance by market and brand.
• Consideration of the budget for the following year and medium term planning assumptions.
• Strategic update and review of Value Creation Plan priorities.
October • Review of pre-budget and capital markets considerations.
• Initial review of the annual budget and 3 year VCP.
• Review of Q3 performance, retail strategy and operating model.
• Review of the potential impact of the UK’s Autumn budget.
December • Review of capital markets considerations.
• Finalisation of the annual budget.
• Review of priorities, risks and governance focus for the year ahead.
• Review of the impact of the UK’s Autumn budget and initiation of the strategic review.
This programme of activity enabled the Board to maintain effective oversight of performance and risk while devoting appropriate time
to forward-looking strategic discussion and regulatory matters.
The Board has an established calendar of business which covers
the financial calendar, strategic planning, annual budgets and
performance self-assessments, as well as the conduct of standing
business. The calendar forms the basis for effective integration
of business activities between the Board and its principal
committees, which individually consider their own operating
frameworks against the Board’s business programme.
The Board delegates certain matters to its principal committees
who provide reports and make recommendations to the Board.
The terms of reference for each committee are available on the
Company’s website.
Board activities during the year
During 2025, the Board oversaw the continued execution of
the Group’s strategic priorities during an interim phase of its
multi-year transformation. At every scheduled meeting, the
Board received and considered updates from members of
the Executive Committee on strategy, financial performance,
operational matters, risk and compliance, people and culture,
and stakeholder engagement.
Key areas of Board focus during the year included:
• delivery of the Group’s strategic and value creation priorities;
• financial performance, refinancing and capital structure;
• assessment of the potential impact of UK gambling tax
increases, and the Group’s response;
• oversight of the initiation of the strategic review;
• strengthening of risk management, internal control and
assurance;
• technology, cyber security and operational resilience;
• oversight of the Group's safer gambling activities;
• regulatory compliance and stakeholder engagement; and
• people, culture and leadership capability.
In addition to standing items, the Board considered the following key matters during the year:
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evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Corporate Governance Report continued
Division of responsibilities
Chair and Chief Executive Officer
There is a clear division of responsibilities between the Chair and
the Chief Executive Officer, which the Board considers essential to
effective governance. These roles are documented and available
on the Company’s website.
Lord Jon Mendelsohn served as Non-Executive Chair of the
Board until October 2025, having held the role since March 2021.
In October 2025, Mark Summerfield was appointed Chair of the
Board. The Board is satisfied that the transition of the Chair role
was orderly and effective.
The Chief Executive Officer, Per Widerström, is responsible for the
leadership of the executive team and the implementation of the
strategy approved by the Board.
Senior Independent Director
Anne de Kerckhove served as Senior Independent Director
throughout the year and was appointed Deputy Chair of the
Board in October 2025. The Senior Independent Director provides
a sounding board for the Chair, leads the appraisal of the Chair’s
performance and is available to shareholders should concerns
arise that cannot be resolved through the normal channels.
Company Secretary
The Company Secretary* supports the Board by ensuring that it
receives accurate, timely and clear information and advice, and
that Board and Committee procedures are followed and regularly
reviewed. The Company Secretary is responsible for advising
the Board on all governance matters, including directors’ duties,
regulatory and statutory obligations, and the application of the
UK Corporate Governance Code. The Company Secretary also
facilitates induction and ongoing professional development for
directors and supports effective communication between the
Board, management and shareholders.
Reserved powers and delegation
A schedule of matters reserved for the Board has been adopted
and is reviewed and updated regularly to align it with operational
needs and the Board’s preference to monitor and, where
appropriate, approve matters of substance to the Group as a
whole. This is available on the Group’s website.
Independent Directors
More than half of the Board are Non-Executive Directors
determined by the Board to be independent for the purposes
of the UK Corporate Governance Code.
The Board is confident that Mark Summerfield, Limor Ganot, Anne
de Kerckhove, Andrea Gisle Joosen, and Susan Standiford are and
remain independent in character and judgement and that there
are no relationships or circumstances which are likely to affect, or
could appear to affect, their judgement.
Board committees
The Board has delegated certain responsibilities to its committees,
each of which operates under terms of reference approved
by the Board and available on the Company’s website. The
principal committees during the year were the Audit & Risk
Committee, Remuneration Committee, Nominations Committee,
ESG Committee and, from May 2025, the Technology Committee
and, as required by the Nevada licensing regime, the Gaming
Compliance Committee.
Committee responsibilities
Audit & Risk Committee ESG Committee Remuneration Committee Nominations Committee
Gaming Compliance
Committee Technology Committee
Assists the Board in discharging
its responsibilities for the integrity
of the Company’s financial
statements, risk management,
assessment of the effectiveness
of the system of internal control
and the effectiveness of internal
and external auditors.
Assists the Board in defining
and reviewing the Company’s
strategy relating to ESG
matters, setting relevant KPIs,
developing ESG policies and
ensuring compliance with legal
and regulatory requirements.
Determines the Company’s
policy on the remuneration
of Executive Directors, other
members of the Executive
Committee and the Chair
of the Board. The Committee
also reviews workforce policies
and practices.
Assists the Board by keeping
Board composition under
review and making
recommendations in relation
to Board appointments. The
Committee also assists the
Board on Executive Director
succession planning, conflicts of
interest and independence.
In accordance with Nevada
Gaming Control Board
requirements, ensures the
Group’s licensed gaming
activity is carried out with
honesty and integrity, in
accordance with high moral,
legal and ethical standards,
and free from criminal and
corruptive elements.
Assists the Board in overseeing
major technology investments
and initiatives, ensuring
alignment with business
strategy, risk management
and operational effectiveness.
The Committee also provides
governance and oversight of
technology, product, data and
security matters, and supports
the Board by providing insight
into emerging and future
technology trends.
Read more on pages 55 to 62 Read more on page 53 and 54 Read more on pages 64 to 65 Read more on pages 51 and 52 Read more on page 49 Read more on pages 63
* References in this Annual Report to Company Secretary refer to
Elizabeth Bisby and for Gibraltar corporate purposes Straits Secretaries
(Gibraltar) Limited.
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evoke plc Annual Report & Accounts 2025
Corporate Governance Report continued
Information and support
All Directors have access to the advice and services of the
Company Secretary and the Company’s nominated advisers,
who are responsible for ensuring that Board procedures
are followed.
Directors are able to seek independent professional advice,
if required, at the Company’s expense provided that they
have first notified the Company of their intention to do so.
Under the direction of the Chair, the Company Secretary’s
responsibilities include ensuring information flows within and
between the Board, its committees and the executive team,
as well as facilitating induction, evaluation and professional
development activities, and advising the Board on corporate
governance, legal and procedural matters.
Directors’ insurance and indemnities
The Company has arranged and maintains, at its expense,
a directors’ and officers’ liability insurance policy in respect of
legal actions against its Directors, as recommended by the
UK Corporate Governance Code. To the extent permitted by
Gibraltar law, the Company may also indemnify the Directors.
Neither the insurance nor the indemnity provides cover where
a Director has acted fraudulently or dishonestly.
Conflicts of interest
Conflicts of interest of the Directors are dealt with in accordance
with the procedures set out in the Articles and are monitored by
the Chair.
Specifically, a Director does not vote on Board or Committee
resolutions in which they or persons connected with them have an
interest (other than by virtue of a shareholding in the Company)
which is to their knowledge material, except in specific limited
circumstances. The Board is confident that the appropriate
checks and balances are in place to identify and minimise
potential conflicts of interest.
Composition, succession and evaluation
Board composition
As at 31 December 2025, our Board comprised six Non-Executive
Directors and two Executive Directors. The Board considers that its
composition provides an appropriate balance of skills, experience,
independence and knowledge of the Group and its markets.
The biographical details of all of the Directors, setting out their
relevant skills and experience and their professional commitments,
are set out on pages 44 and 45, and on the Company’s website.
Board succession
Succession planning is delegated to the Nominations Committee
and more information can be found on page 51. Matters within
the remit of the Nominations Committee are also on occasion
considered by the Board. Non-Executive Directors are currently
appointed to the Board for an initial three-year term, extendable
by a further two additional three-year terms. The terms and
conditions of appointment of Non-Executive Directors and
the service contracts of Executive Directors are available to
shareholders for inspection at the Company’s registered office
during normal business hours and at the AGM.
Board evaluation
The Board undertakes an annual evaluation of its performance
and that of its committees and individual Directors and further
details can be found in the Nominations Committee report on
page 51.
Development and advice
The Chair regularly agrees and reviews each Director’s training
and development needs. Members of the Board committees
receive specific updates on matters that are relevant to their role.
Members of the Executive Committee with responsibility for the
Group’s business make periodic presentations at Board meetings
about their functions, performance, markets and strategy.
Gaming Compliance Committee
In accordance with Nevada Gaming Control Board requirements,
the Board has appointed a Gaming Compliance Committee.
External Nevada lawyer, Michael Alonso, chaired the Committee
until September 2025 when Mark Summerfield took over and Sean
Wilkins joined the committee. The CRO has a standing invitation to
attend, and the meetings are managed
by the US Compliance Director.
During the year, the Committee maintained oversight of the
governance processes and Compliance Plan. The Committee’s
terms of reference have been approved by the Board and are
available on the Company’s website.
The Gaming Compliance Committee is entrusted with making
sure that the Group’s licensed gaming activity is carried out with
honesty and integrity, in accordance with high moral, legal and
ethical standards, and free from criminal and corruptive elements.
As such, the Committee is responsible and has the power to
identify and evaluate situations arising in the course of the
Company’s and its affiliates’ business that may adversely affect
the objectives of gaming control.
The Committee is not intended to displace the Board or the
Company’s executive officers with decision-making authority
but is intended to serve as an advisory body to better ensure
achievement of the Company’s goals of avoiding unsuitable
situations and in entering into relationships exclusively with
suitable persons.
The Committee’s work is done independently and impartially.
To this end, its members are appointed by and report directly
to the Board of Directors.
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evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Corporate Governance Report continued
Other disclosures
The following matters are not applicable to the Group
and therefore have not been included in this report:
By applicable sub-paragraph within UKLR 6.6.1R/6.6.4R.
(1) Interest capitalised by the Group.
(2) Publication of unaudited financial information.
(3) Details of long-term incentive schemes only involving
a Director.
(4) Waiver of emoluments by a Director.
(5) Waiver of future emoluments by a Director.
(6) Non pro-rata allotments for cash (issuer).
(7) Non pro-rata allotments for cash by major subsidiaries.
(8) Parent participation in a placing by a listed subsidiary.
(9) Contracts of significance.
(10) Provision of services by a controlling shareholder.
(11) Shareholder waivers of dividends.
(12) Shareholder waivers of future dividends.
(13) Agreements with controlling shareholders.
On behalf of the Board:
Mark Summerfield
Chair
29 April 2026
The Non-Executive Directors are available to talk to shareholders if
they have any issues or concerns or if there are any matters where
contact with the Chair, Chief Executive Officer and Chief Financial
Officer is inappropriate or where such contact has failed to resolve
the issue. More information on stakeholder engagement can be
found on page 41.
Key stakeholders and section 172 considerations
The Company’s key stakeholders are its shareholders, debtholders,
customers, regulators, colleagues and partners as well as the
communities in which it does business. The Board takes care to
engage with all its stakeholders, as detailed on pages 41 to 43
and within the ESG and Sustainability section on pages 27 to
40 and the Remuneration Report on page 65. The interests
of the Company’s key stakeholders are considered in Board
discussions and decision-making as required by the UK Corporate
Governance Code and, whilst as a Gibraltar company, the UK
Companies Act 2006 does not apply to the Company, the matters
set out in section 172 are taken into account by the Board in its
decision-making to the extent permitted under Gibraltar law.
Risk management and internal control
The Board is responsible for maintaining sound risk management
and internal control systems. During the year, the Board, through
the Audit & Risk Committee, reviewed the effectiveness of these
systems, informed by management reporting, internal audit and
external audit.
Audit & Risk Committee Pages 55 to 62
Principal risks and uncertainties Pages 22 to 26
Risk management framework Page 20
Internal controls and assurance Page 59
Viability statement Page 17
Annual General Meeting 2025
The Company’s Annual General Meeting ('AGM') was held
on 28 May 2025. All resolutions were duly passed on a poll
of shareholders.
The Board noted, however, that while Special Resolutions 16 and
17 were passed with the requisite majority (each receiving just over
79% of votes cast in favour), approximately 20% of votes cast were
against the Board’s recommendation on those resolutions. The
resolutions related to:
• the renewal of the Directors’ authority to allot equity securities
for cash otherwise than on a pre-emptive basis; and
• the renewal of the Directors’ authority to allot equity securities
for cash in connection with an eligible acquisition or specified
capital investment, otherwise than on a pre-emptive basis.
In line with the UK Corporate Governance Code, the Board
has taken the voting outcome seriously and has continued
shareholder engagement in relation to these resolutions to
understand the rationale for the dissent and any governance
concerns. The Company published a further statement in
September 2025 setting out the outcome of that engagement
and any actions taken as a result.
The Board remains committed to maintaining an open and
constructive dialogue with shareholders and to reflecting
shareholder feedback in its governance practices and future
AGM proposals.
Shareholder engagement
The Company maintains an active and regular dialogue with
principal and institutional shareholders and sell-side analysts
through a planned programme of investor relations and financial
PR activity. The Board keeps up to date with the views of major
shareholders and debtholders through meetings and discussions
with representatives and receives regular feedback directly from
investor relations reports and broker updates at each Board
meeting. The programme of engagement includes formal
presentations of full year and interim results, analysts’ conference
calls and periodic roadshows and discussion of the Company’s
strategy and governance. The Company Secretary engages
with proxy advisers in advance of any shareholder meetings.
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evoke plc Annual Report & Accounts 2025
Nominations Committee
Board evaluation and effectiveness
The Committee regularly reviews the effectiveness of the Board,
including consideration of the Board skills matrix and succession
planning, to ensure the Board remains appropriately configured
to support the Company’s strategic priorities.
In early 2025, the annual Board evaluation was externally
facilitated in line with the UK Corporate Governance Code.
Fidelio Partners reviewed the effectiveness of the Board and its
committees, the Chair’s performance, and the contribution of
individual Directors. The review drew on interviews with Directors,
members of the Executive Committee, the Company Secretary
and selected stakeholders, supported by a quantitative survey,
observation of Board and committee meetings, and review of
relevant governance materials and Board papers.
The evaluation concluded that the Board is committed to the
long-term success of the Company and provides constructive
support and challenge to management in delivering the Value
Creation Plan. A number of opportunities for further improvement
were identified, including continuing to strengthen Board and
executive engagement, supporting the CEO in embedding the
desired culture, maintaining focus on aligning Board composition
and skills with business needs, enhancing oversight of shareholder
and wider stakeholder engagement, and continuing to develop
committee effectiveness.
Work to progress these actions is in hand. The 2026 Board
evaluation process has commenced and is expected to
conclude in the coming weeks, after which the Committee
will consider the findings and agree any further actions.
Dear Shareholder
On behalf of the Board, I am pleased to present the Nominations
Committee Report for the year ended 31 December 2025.
The report summarises the Committee’s key areas of focus
during the year, including Board composition and succession
planning, the transition of the Chair role from Jon Mendelsohn
to Mark Summerfield and the oversight of Board and committee
performance.
The Nominations Committee is a sub-committee of the Board
with responsibility for reviewing the composition, skills and
diversity of the Board, overseeing the identification, selection and
nomination of Directors, ensuring effective induction and ongoing
development, and maintaining robust succession plans for the
Chair, Chief Executive Officer and other key leadership roles. The
Committee’s terms of reference are reviewed annually and are
available on the Company’s website.
During 2025, the Nominations Committee comprised myself as
Chair, Ori Shaked, Limor Ganot and Jon Mendelsohn, who served
as a member until 21 October 2025.
Board composition and succession planning
The Committee remains focused on maintaining a balanced
and diverse Board with the appropriate mix of skills, experience,
independence and tenure to support the Company’s long-term
success. During 2025, the Committee reviewed the composition of
the Board in accordance with the principles and provisions of the
UK Corporate Governance Code and assessed current and future
capability requirements in the context of the Group’s strategy and
operating environment.
Succession planning for the Board is kept under regular review,
including consideration of Board structure, leadership roles and
the skills required to support the Group’s strategic priorities. During
the year, the Committee oversaw succession planning for the
Chair and other key Board roles to ensure an orderly transition
and continuity of effective leadership.
The Committee also monitors succession planning for the
Executive Committee and other key senior leadership roles,
including oversight of talent development and internal pipeline
initiatives. Following the significant changes to the composition of
the Executive Committee and its direct reports during 2024, the
Committee continued to keep these arrangements under review
during 2025 to ensure the Group remains well positioned to deliver
its objectives and create sustainable value for shareholders.
Key activities 2025
• Reviewed the composition of the Board, including ongoing
assessment of the balance of skills, experience and
independence.
• Agreed and oversaw the orderly transition of the Chair role.
• Oversaw the annual Board and committee evaluation process
and monitored the implementation of agreed actions.
• Implemented the Board’s diversity policy, as set out on page 52,
including monitoring gender balance at senior executive level
and within their direct reports.
• Continued to support the development of a diverse and
sustainable pipeline of senior management talent.
Membership in 2025
Meeting
attendance
Anne de Kerckhove (Chair) 2/2
Limor Ganot 2/2
Ori Shaked 2/2
Jon Mendelsohn (up to 21 October 2025) 2/2
Anne de Kerckhove
Chair of the Nominations
Committee
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evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Nominations Committee continued
The geographic diversity of the Board reflects the Group’s
operational footprint and includes Directors with British, Israeli, US
and European backgrounds. The Committee also has regard to
the Parker Review recommendations and will continue to focus
on improving diversity at both Board and senior leadership level,
taking into account succession planning and business priorities.
Further details on the Company’s diversity profile, including
female representation in management, are set out in the
Supplementary Data on pages 156 and 157. The Company
remains committed to improving diversity within senior leadership
roles, defined as the Executive Committee and its direct reports,
and has set targets to increase representation by 2027.
Commitment
The terms of appointment for each Non-Executive Director,
including expected time commitment, are available for
inspection at the Company’s registered office during normal
business hours and at the AGM. Non-Executive Directors are
required to allocate sufficient time to perform all applicable roles
and to both disclose any external appointments and consult
with the Company prior to accepting any new major external
appointments. It is the Committee’s view that all Directors have
allocated sufficient time to fulfil their commitment and to meet
their Board obligations and responsibilities.
Re-election and appointment of Directors
The effectiveness and commitment of each of the Non-Executive
Directors is reviewed by the Committee annually. The Committee
has satisfied itself as to the individual skills, relevant experience,
contributions and time commitment of all the Non-Executive
Directors, taking into account their other offices and interests held.
The Board is recommending the election or re-election to office of
all Directors at the 2026 AGM.
Anne de Kerckhove
Chair of the Nominations Committee
29 April 2026
Board diversity policy
The Committee remains committed to fostering a diverse and
inclusive Board, recognising that a broad range of perspectives
supports effective decision-making and long-term success.
Diversity is considered in its broadest sense and includes diversity
of thought, age, gender, nationality, independence, educational
and professional background, social and ethnic background, and
business and geographic experience.
The Committee actively monitors progress against the Company’s
diversity objectives and incorporates diversity considerations
within succession planning and appointment processes. In doing
so, the Committee ensures that appointments are made on
merit, with careful regard to the skills, experience and leadership
capability required to deliver the Company’s strategy.
The Board supports the FTSE Women Leaders Review. At the
financial year end, the Board comprised four male and four
female Directors, meaning that 50% of the Board was female,
including myself as Deputy Chair. This was in accordance with
the diversity targets set out in the UK Listing Rules.
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evoke plc Annual Report & Accounts 2025
ESG Committee
Key activities 2025
• Received regular updates on ESG KPIs across Players,
People and Planet.
• Reviewed and challenged the development of the Group’s
player safety strategy.
• Approved the Group’s net zero transition plan.
• Monitored ESG ratings performance and reviewed actions
to strengthen disclosure and methodology.
• Considered developments in sustainability regulation,
including CSRD and future UK reporting requirements.
• Approved the Group’s diversity targets and key community
partnerships.
• Reviewed ESG metrics within the annual bonus framework
and reviewed the Committee’s Terms of Reference.
Membership in 2025 Meeting attendance
Anne de Kerckhove (Chair) 5/6
Mark Summerfield 6/6
Ori Shaked 6/6
Anne de Kerckhove
Chair of the ESG Committee
Dear Shareholder
On behalf of the Board, I am pleased to present the ESG
Committee Report for the year to 31 December 2025.
2025 marked a year of consolidation and maturity for ESG
at evoke with ESG now embedded into business-as-usual
operations across the Group rather than as a Strategic Initiative.
The Committee’s focus has therefore evolved from programme
oversight to ensuring effective integration, robust governance
and clear accountability across Players, People and Planet.
Membership
The ESG Committee comprises three independent Non-Executive
Directors. Other Board members, including the Chair, CEO and
CFO, attend meetings by invitation, alongside the Chief Legal
Officer, Chief Risk Officer and the ESG and Sustainability Director.
The Committee is responsible for reviewing and overseeing the
Group’s ESG strategy, monitoring performance against agreed
KPIs, reviewing relevant policies and ensuring appropriate
governance frameworks are in place. The Committee reviewed
its Terms of Reference during the year. The Committee met in
line with the Board calendar and received regular updates
on progress against KPIs across safer gambling, people and
environmental performance.
Work during 2025
During the year, the Committee oversaw the formal transition
of ESG from Strategic Initiative to embedded operating model.
Clear ownership now sits within business functions, with the
Committee retaining strategic oversight and challenge.
The Committee reviewed progress against ESG KPIs, monitored
ratings agency feedback including CDP, MSCI, S&P and
FTSE4Good, and approved improvement plans where
appropriate. The Group maintained its FTSE4Good inclusion and
MSCI AA rating. The Committee also reviewed developments
in sustainability regulation and agreed a phased approach to
CSRD preparation in light of evolving guidance. The Committee
considered carefully the scope of anticipated disclosures and
the balance between regulatory readiness and operational
capacity, with a focus on delivering a robust reporting framework
while maintaining flexibility as requirements evolve.
We continue to embed ESG
considerations into decision-
making across the Group, with
a clear focus on responsible
operations, player protection
and long-term sustainability
Players
Player safety remains the cornerstone of our ESG framework.
Throughout 2025, the Committee received detailed updates
on the continued development of our global player protection
strategy. Particular focus was given to:
• Deployment and calibration of Mindway’s GameScanner
risk detection model in the UK.
• Enhancement of our In-The-Moment intervention framework.
• Development of a multi-dimensional risk model to enable
a more holistic customer view.
• Ongoing embedding of the Positive Play Score as a core
strategic metric.
The In-The-Moment framework, supported by advanced
behavioural models, has materially strengthened our ability to
identify and respond to rapidly escalating gambling behaviour.
Early evidence indicates significant reductions in the highest
deposit frequency risk thresholds, demonstrating meaningful
impact in slowing extreme behaviours. The Committee also
monitored the evolution of the Positive Play Score. While overall
scores showed modest improvement during the year, the
Committee recognises current data limitations and continues
to support further refinement of measurement and insight.
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evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
ESG Committee continued
Beyond operational controls, the Committee reviewed progress
across our Research, Education and Treatment partnerships.
During the transition from voluntary RET contributions to the
statutory levy in the UK, the Group took deliberate steps to
provide funding continuity to key programmes, including the
Armed Forces Gambling Support Network delivered by Beacon
Counselling Trust. The Committee also reviewed the conclusion
of our three-year horseracing education programme with EPIC
Global Solutions and the continuation of the SPFL education
partnership. The Committee believes that collaboration remains
critical to raising standards across the sector and continues to
support evoke’s participation in initiatives such as GamProtect
and the UNLV International Gaming Institute AI Research Hub.
People
As the designated Non-Executive Director for workforce
engagement, I continued to ensure the Board remained
connected to colleague perspectives during a period of
continued organisational change. The Committee monitored
colleague engagement through eNPS surveys and reviewed
progress against workforce KPIs. Leadership visibility remained
a priority, supported by regular One Company calls, executive
site visits and listening sessions across locations.
In 2025, over 150,000 learning hours were delivered through our
global digital platform, alongside significant retail capability
programmes and the launch of a fully digital Leadership Essentials
curriculum. Mandatory training completion rates remained
above 97%.
The Committee continued to monitor progress against our gender
target ambition of 40 percent female representation in senior
management by the end of 2026. Senior female representation
stood at 31% at year end.
Colleague wellbeing remained a priority, with more than 1,700
colleagues accessing wellbeing support services during the year.
Community engagement was a notable area of progress.
Colleagues contributed over 7,400 volunteering hours, almost
double the prior year. The rollout of retail volunteering was
successfully completed, and fundraising activity for the Motor
Neurone Disease Association remained strong, including the
second evoke the stars gala which I was pleased to attend
together with visiting our new office in Leeds. During the year,
the Group also commenced a new partnership with the British
Wheelchair Basketball Association, supporting inclusive sport
and community participation.
Planet
The Committee continued to oversee delivery of the Group’s
climate strategy and net zero ambitions.
The Board has also approved a revision to the Scope 3 net zero
target date to 2045. The Committee considered carefully the
credibility and achievability of interim targets, recognising the
importance of transparent and realistic goal-setting given the
Group’s limited direct control over value chain emissions.
Scope 3 remains the majority of the Group’s emissions profile.
The Committee’s focus in 2025 was on strengthening data quality,
prioritising material emissions categories and enhancing supplier
engagement. The Committee reviewed ISO certification progress
in support of international licensing requirements and continued
alignment with TCFD principles, while preparing for the evolution
toward IFRS S1 and S2 standards.
Although our CDP score reduced during the year due to data
verification limitations, the Committee has agreed targeted
actions to strengthen methodology, governance and disclosure
capability in future cycles.
Preparation for CSRD reporting continued on a proportionate
basis, with emphasis on governance, gap analysis and data
infrastructure, pending further regulatory clarity.
Plans for 2026
Looking ahead, the Committee will continue to focus on:
• Further development of the multi-dimensional
risk model and global player protection strategy.
• Continued embedding of Positive Play principles
into customer communications and operations.
• Supporting the business through organisational
change while strengthening leadership capability
and colleague wellbeing.
• Enhancing climate data quality and supplier
engagement to support long-term Scope 3 reductions.
• Preparing for evolving UK and EU sustainability
disclosure requirements.
The Committee remains confident that embedding ESG
into the core of our operating model strengthens long-term
value creation and reinforces our ambition to be famous for
doing the right thing.
Anne de Kerckhove
Chair of the ESG Committee
29 April 2026
Colleague wellbeing remained
a priority, with more than 1,700
colleagues accessing wellbeing
support services during the year
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evoke plc Annual Report & Accounts 2025
Audit & Risk Committee
Key activities 2025
• Continued to support the Board in monitoring and reviewing
the systems for risk management, internal control and
financial reporting.
• Oversaw the continued development of the Enterprise Risk
Management Framework, including completing risk registers,
enhanced executive dashboards and refinement of out-of-
appetite risk reporting.
• Approved the internal audit plan for the year, monitored
priorities to balance resources and needs, and received
detailed reports on finance transformation, retail cash
management, affiliate systems, AML, Health & Safety and
IT controls.
• Reviewed and recommended to the Board for approval the
FY24 Annual Report & Accounts and the FY25 interim results.
• Oversaw the ongoing finance transformation programme,
including the Manila Shared Service Centre challenges
and reset.
• Monitored impairment testing and sensitivity through the year,
with particular emphasis on material impairments determined
in Retail and UK&I Online.
• Reviewed significant tax matters, including transfer pricing,
UK gaming duty, tax return and audit status, and tax risk
provisioning.
• Oversaw the Group’s preparations for regulatory readiness
and UK compliance developments.
• Reviewed readiness for the Economic Crime and Corporate
Transparency Act 2023, including the “failure to prevent
fraud” offence.
Despite resourcing challenges within the internal audit function,
internal audit assurance was aligned to key transformation
milestones to provide independent oversight of control
effectiveness.
The Committee also maintained oversight of regulatory
developments in the UK and internationally. Enhancements to
customer protection controls and compliance frameworks were
reviewed, together with ongoing engagement with regulators
across multiple jurisdictions. Updates were received in relation to
jurisdictions we operate in, as well as developments in Austria and
Germany player litigation.
Following the UK Government’s decision to increase industry taxes,
the Committee has been reviewing and monitoring closely the
material financial and strategic effects on the Company.
In addition, the Committee oversaw preparatory work in response
to the Economic Crime and Corporate Transparency Act 2023,
including the establishment of a structured fraud risk assessment
framework. Work also commenced to prepare for compliance
with Provision 29 of the UK Corporate Governance Code,
including identification of material controls to ensure compliance.
Throughout the year, the Committee maintained regular
engagement with the Chief Financial Officer, Chief Risk Officer,
Group Tax Director, Internal Audit and the external auditors. There
were no unresolved disagreements between management and
the auditors.
The Committee devoted significant time to oversight of the
Group’s financing and to the assessment of the appropriateness of
the going concern basis of preparation, including detailed review
of liquidity, budgets and cash flow forecasts, refinancing activity,
covenant compliance and headroom, and downside scenario
analysis, as well as careful consideration of the assumptions and
judgements supporting management’s assessment.
The Committee remains satisfied that the Group’s governance
structures and systems of internal control continue to develop
appropriately, with a clear focus on addressing the challenges,
scale and complexity of the business.
Yours sincerely,
Limor Ganot
Chair of the Audit & Risk Committee
29 April 2026
• Oversaw preparations for compliance with UK Corporate
Governance Code Provision 29.
• Approved updates to internal policies and the division of the
Executive Sustainability & Risk Committee into separate Risk
and Compliance Committees.
• Reviewed and approved the external audit fees and monitored
audit independence and non-audit services.
• The Committee’s Terms of Reference were reviewed and
approved and published on the Company’s website.
Membership in 2025
Meeting
attendance
Limor Ganot (Chair)* 5/5
Mark Summerfield 4/4
Andrea Gisle Joosen 5/5
Susan Standiford 5/5
* Limor Ganot was appointed interim Chair of the Committee following
Mark Summerfield’s appointment to Chair of the Board in October 2025.
Dear Shareholder
On behalf of the Board, I am pleased to present the Audit & Risk
Committee Report for the financial year ended 31 December
2025. During this year, the Committee focused on maturing
our internal control environment and supporting the Group’s
long-term operational resilience following a period of significant
strategic change, both internally across the Group and externally
following the UK duty changes announced in November 2025.
I would like to thank Mark Summerfield for his leadership as
Chair until October and for his continued guidance as Chair
of the Board.
The Committee’s responsibilities remained consistent during the
year, encompassing oversight of financial reporting integrity,
internal control effectiveness, risk management, regulatory
compliance, taxation and the independence of the external
auditor. However, the context in which these responsibilities were
discharged reflected continued organisational transformation
and an evolving regulatory landscape.
A significant focus during 2025 was on the Enterprise Risk
Management Framework, Treasury and the ongoing
transformation of the finance function, which is progressing at a
measured and gradual pace. The Committee maintained close
oversight of the Manila Shared Service Centre and the process
towards a Group’s ERP implementation. Particular attention was
given to leadership, process standardisation, reporting accuracy
and seeking measurable improvements in close timetables.
Limor Ganot
Chair of the Audit
& Risk Committee
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evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Audit & Risk Committee continued
Highlights of the Committee’s work during the year:
Legal and regulatory environment Reviewed legal and regulatory developments across the Group’s key markets, including UK
duty changes, customer protection requirements, ongoing regulatory engagement and player
litigation matters in Austria and Germany.
Going concern and viability Reviewed management’s going concern and viability assessments, including forecasts,
downside scenarios, reverse stress testing, refinancing requirements, the implications of the
strategic review and the resulting material uncertainties over going concern and shortening
of the viability period and the implications of the strategic review.
Treasury and liquidity Maintained close oversight of management’s process to monitor liquidity, cash generation,
payment management and short-term funding requirements, with particular focus on
mitigating actions following the UK duty changes.
Valuation of assets and liabilities Reviewed impairment testing, valuation judgements and related disclosures, with particular
focus on the Retail and UK&I Online businesses and the material impairments recognised
during the year.
Transformation and exceptional
items
Oversaw the ongoing finance transformation programme, including the Manila Shared
Service Centre, finance systems change, and assessed whether allocation of exceptional
items were appropriate.
Taxation Reviewed the Group’s tax risk profile, key tax judgements including provisions for uncertain tax
positions and deferred tax asset recognition, developments affecting current and deferred tax
balances, and the prior year adjustment recorded in relation to taxation.
Risk management and internal
controls
Reviewed the Group’s principal and emerging risks, progress in enhancing the Enterprise Risk
Management Framework, and the effectiveness of the control environment during a period
of organisational change.
Anti-bribery, AML and
whistleblowing
Oversaw the Group’s anti-bribery, anti-money laundering, fraud risk and whistleblowing
frameworks, including preparatory work in response to new legislative requirements.
Capitalised development costs Reviewed management’s application of IAS 38 in relation to capitalised development costs,
together with the effectiveness of related controls.
IT general controls Reviewed IT general controls and governance over system change, including controls relevant
to financial reporting and ongoing finance systems transformation.
Committee composition
During 2025, the Committee comprised four independent
Non-Executive Directors, being Mark Summerfield, Limor Ganot,
Andrea Gisle Joosen, and Susan Standiford. Mark Summerfield
stepped down from the Committee in October 2025 following his
appointment as Chair of the Board, resulting in the appointment
of Limor Ganot as interim Chair of the Committee at the
same time.
Two members constitute a quorum. The Committee requires the
inclusion of at least one financially qualified member with recent
and relevant financial experience. The Committee Chair fulfilled
that requirement.
The Committee has competence relevant to the online gaming
sector and all members of the Committee have an understanding
of financial reporting, the Group’s internal control environment,
relevant corporate legislation, the functions of internal and
external audit and the regulatory and compliance framework
of the business.
Specifically, Ms Ganot is both a qualified CPA and has extensive
experience as a venture capital fund manager. Ms Gisle Joosen
and Ms Standiford have extensive non-executive and audit
committee experience.
In addition to scheduled meetings, the Committee Chair meets
with the Chief Financial Officer and the internal and external
auditors regularly. Although not members of the Committee,
the Chair of the Board, Chief Executive Officer, Chief Financial
Officer and Chief Risk Officer attend meetings, together with
representatives from the internal and external auditors. Function
heads and other members of management are invited to attend
meetings from time to time.
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evoke plc Annual Report & Accounts 2025
Audit & Risk Committee continued
The Committee also considered the potential implications of
the ongoing strategic review on the Group’s cash position and
funding requirements, including the range of potential outcomes
and associated uncertainties.
These matters informed the Committee’s review of the going
concern and viability assessments, including the identification of
material uncertainties and the determination of the appropriate
viability assessment period.
Finance transformation
The Committee continued to oversee the transformation of the
Group’s finance function during 2025, with a focus on stability,
control effectiveness and execution risk.
Plans to strengthen the Manila Shared Service Centre were
reviewed throughout the year, including leadership capability,
recruitment, role clarity and core process discipline. Management
presented key performance indicators, to help standardise the
tracking of improvements in close timetables reporting accuracy
and the quality of finance processes.
Management also presented options for the ERP implementation
to the Committee, including the governance and control
implications of the programme. Particular emphasis was placed
on segregation of duties, data integrity, system access controls
and the impact of system changes on the financial control
environment. Internal audit assurance was aligned to key
implementation milestones.
While the overall framework of risk management and internal
control remained in place and continued to improve during
the year, certain control deficiencies and areas requiring
improvement were identified and are being addressed. These
related mainly to areas undergoing significant change across the
Group, including the operation of certain controls and the year-
end reporting process within parts of the finance function, against
a backdrop of change and attrition, as well as embedding of
finance processes. Progress on these matters is being tracked
regularly by the Committee.
Alongside this, the Committee oversaw management’s approach
to identifying, assessing and reporting exceptional items, including
the judgements applied, supporting governance and consistency
with the Group’s accounting policies and external reporting and
disclosure obligations.
The Committee remains focused on ensuring that operational
efficiencies are achieved alongside sustained improvement in
control maturity.
Our work in 2025
In planning its work, the Committee has reference to the
significant risks that may have an impact on the financial
statements. During the year there were no matters where
there was significant disagreement between management,
the external auditor and the Committee, or unresolved issues
that required referring to the Board.
The key matters discussed by the Committee during the year
were as follows:
Legal and regulatory environment
The Group operates within a complex and evolving regulatory
landscape. During 2025, the Committee maintained oversight of
regulatory developments across the UK and international markets,
with particular focus on governance, compliance frameworks
and emerging legislative requirements. The Committee also
considered the impact of proposed and enacted tax changes
across key jurisdictions, particularly in the UK, on the Group’s
operating environment and financial reporting.
In the UK, the Committee monitored ongoing engagement
with the Gambling Commission and reviewed enhancements
to customer protection controls, risk monitoring frameworks
and compliance processes. Routine preparations for potential
regulatory assessments formed part of the Committee’s oversight.
Internationally, the Committee received updates on regulatory
and compliance matters across key jurisdictions. This included
oversight of regulatory developments, tax filing progress and
licensing matters. The Committee also reviewed developments
in Austria and Germany in relation to player litigation and
associated financial reporting considerations.
The Committee oversaw the Group’s preparations for the
Economic Crime and Corporate Transparency Act 2023, including
implementation of a structured fraud risk assessment framework
in response to the new “Failure to Prevent Fraud” offence.
Preparatory work also commenced in respect of Provision 29 of
the UK Corporate Governance Code, including identification of
material controls and alignment of assurance activity with the
internal audit plan.
Throughout the year, the Committee challenged management to
ensure that regulatory and compliance considerations remained
appropriately embedded within operational and strategic
decision-making.
UK Tax Regulatory Changes and strategic review
Following the year end, the Committee oversaw management’s
assessment of changes to UK tax regulations and the
commencement of the Group’s strategic review.
The Committee reviewed management’s scenario planning for
potential changes to the UK tax regime, including the possible
impact on the Group’s tax position, financing arrangements and
reporting considerations. Since December 2025, and into 2026,
the Committee has continued to review management’s analysis
of the resulting financial reporting implications.
In doing so, the Committee focused on the significant judgements
and estimates arising in these areas, including the impact on
asset carrying values, going concern and viability, including the
disclosure of material uncertainties over going concern.
Treasury
The Committee maintained close oversight of the Group’s liquidity
position, cash generation and short-term funding requirements
throughout the year, with increased focus following the UK duty
changes announced in November 2025 and the initiation of the
strategic review.
Regular updates were received on the Group’s cash position,
including forecast cash flows, utilisation of the revolving credit
facility and available liquidity headroom. The Committee
reviewed management’s actions to protect and optimise
cash, including tighter control over discretionary expenditure,
prioritisation of essential capital investment and active working
capital management.
The Committee also reviewed the execution and phasing of
cost-saving initiatives, recognising their importance in supporting
cash generation and maintaining liquidity in a more challenging
trading environment.
In addition, the Committee considered the Group’s debt maturity
profile and the requirement to refinance facilities due in 2028 and
beyond. It noted that, while sufficient liquidity is expected to
be maintained over the going concern period, the Group’s
medium-term funding position is dependent on achieving a
significant improvement in profitability, together with sustained
cash generation and successful delivery of management’s
mitigation plans.
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Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Audit & Risk Committee continued
Revenue recognition and development costs capitalisation
Revenue recognition and the capitalisation of development
costs are areas of material risk in relation to the preparation of
the financial statements.
The Committee reviewed management’s application of IAS 38
and the Group’s accounting policy for capitalised development
costs, together with the effectiveness of related. The Committee
has considered the Group’s accounting policies in these areas
as well as the application of those policies and the process
and control framework and has concluded that the Group’s
recognition of income and capitalisation of development
costs is appropriate.
Goodwill and impairment reviews
As set out in note 1 to the consolidated financial statements,
the Group has significant goodwill and other intangible assets,
including those arising on the acquisition of William Hill.
The Committee reviewed management’s annual impairment
assessment, including the cash flow forecasts underpinning the
carrying value of goodwill and other non-current assets, the key
assumptions and estimates applied including sensitivity analysis
performed in relation to those assumptions, and the impact of the
external economic environment on discount rates.
As part of this review, management performed value in use
calculations in respect of the Retail and UK&I Online businesses
using underlying cash flow forecasts. The Committee considered
the methodology applied and the judgements made in
determining the recoverable amounts of these cash-generating
units, including comparing the recoverable amounts with external
value indicators. Following this assessment, the recoverable
amounts were determined to be lower than the carrying value
of the relevant assets and an impairment charge of £440.3m
was recognised in respect of goodwill and other non-current
assets in the Retail and UK&I Online businesses.
The Committee also reviewed and challenged the basis for
the recoverable amounts determined for these businesses,
being £247.4m for Retail and £686.1m for UK&I Online as at
31 December 2025, and noted that the impairment charge
had been recognised within exceptional costs due to its
non-recurring nature. Further details are set out in note 1
to the financial statements.
Taxation
Taxation remained a key area of focus for the Committee
during 2025.
The Committee reviewed updates on the Group’s tax risk profile,
including transfer pricing, indirect tax, and tax compliance.
This included consideration of intercompany balances, statutory
filing timeliness and jurisdictional substance requirements.
Specific attention was also given to the operating model
and the simplification of the Group’s corporate structure
through entity rationalisation.
The Committee also reviewed developments affecting the
Group’s effective tax rate and deferred tax balances, and
monitored the timing and resolution of significant tax judgements
ahead of reporting deadlines. The Committee considered
the prior year adjustment recorded in relation to taxation,
including the basis for the adjustment, the judgements applied
by management and the adequacy of the related financial
statement disclosures. The Committee also reviewed the remedial
actions identified by management to further strengthen the
relevant processes and controls.
The Committee remains satisfied that the Group’s tax strategy
is aligned with its commercial operations and that appropriate
governance mechanisms are in place. For further information,
see notes 1 and 9 to the financial statements.
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Audit & Risk Committee continued
The Audit & Risk Committee also reviews the adequacy and
effectiveness of internal control and risk management systems
in relation to the financial reporting process and reports to the
Board on its findings, including areas requiring improvement,
management’s remediation plans and progress against this.
The Group’s internal control and risk management systems
in relation to the preparation of the consolidated financial
statements include:
• Identification and assessment of significant risks relevant to
Group-wide financial reporting and consolidated accounting
processes;
• Oversight and monitoring of the consolidated reporting process
at Board level;
• Preventative controls embedded within finance, accounting
and operational systems;
• IT general controls and security measures supporting the
integrity, availability and confidentiality of financial and
operational data; and
• Structured reporting processes across the Group to support
the preparation of consolidated financial statements,
management accounts and Strategic Report disclosures.
The year-end process highlighted areas where these processes
required further strengthening, and the Committee oversaw
actions to enhance consistency, governance and timeliness
going forward.
The Group’s governance framework requires that significant risks
and control issues are escalated promptly through established risk
governance channels, ensuring appropriate visibility and timely
management action.
More information can be found in the Risk Report on pages
19 to 26.
The Committee monitors principal and emerging risks, reviews risk
appetite alignment, and reports pertinent matters to the Board at
scheduled meetings, with urgent issues escalated as appropriate.
The Committee also reviews the identification and assessment
of emerging risks, considers items outside Board-approved risk
appetite, and monitors progress in improving horizon scanning
and risk escalation processes.
The Board considers that the Group’s risk management and
internal control framework is aligned with the FRC Guidance on
Risk Management, Internal Control and Related Financial and
Business Reporting.
The ERMF is informed by recognised best practice, including IRM,
ISO 31000 and COSO principles, and integrates risk identification,
assessment, response and monitoring across strategic, financial,
operational and regulatory risk categories. The framework is
supported by a central risk management information system,
enhancing transparency, reporting discipline and oversight.
The Board conducts a continuous review of the effectiveness
of the Group’s risk management and internal control systems,
covering all material controls including financial, operational,
compliance and technology controls. This review considers risk
ownership, control design and operating effectiveness, reporting
lines and residual risk assessments, together with assurance
activity undertaken across the second line of defence.
The Committee noted the significant turnover in the Group's
finance function during the year, which resulted in challenges
in closing the 2025 financial statements and was reported as
a significant control deficiency by both internal audit and the
external auditor.
In addition, the Committee noted the prior year restatement in
respect of the provision for uncertain tax positions, and considers
that whilst this was indicative of a significant control deficiency
in previous years, the strengthening of the tax function and
improved reporting processes had remediated this deficiency in
the year. No other significant failings or material weaknesses were
identified which were not mitigated throughout 2025 up to the
date of approval of the Annual Report and Accounts.
Management is responsible for implementing Board-approved
policies and maintaining effective risk management and control
systems. The system of internal control is designed to manage,
rather than eliminate, the risk of failure to achieve business
objectives and can therefore provide reasonable, but not
absolute, assurance against material misstatement or loss.
Cyber Security and IT General Controls
The Committee maintained oversight of the Group’s cyber
security framework during 2025, recognising the importance
of information security to the resilience of the business and the
protection of customer and commercial data.
Regular updates were received from the Chief Information
Security Officer and senior technology leadership on the Group’s
cyber risk profile, remediation progress and evolving threat
landscape. The Committee reviewed developments in network
security architecture, access management, asset visibility and
supply chain security controls. Particular attention was given to
ensuring that cyber risk mitigation measures were embedded
consistently across legacy systems and newly integrated platforms.
The Committee also considered the findings of internal audit
reviews covering end-user device security and identity and
access management, and monitored progress against
remediation actions. Where control gaps were identified,
the Committee required defined action plans and
appropriate prioritisation.
The Committee is satisfied that cyber risk continues to be actively
managed and that governance structures are in place to monitor
emerging threats and maintain operational resilience.
The Committee received updates on IT general control
testing performed across the 888, William Hill and Mr. Green IT
applications. Following reporting to the Committee, it concluded
that reliance could be placed on IT general controls for the audit
across all three environments.
Internal controls and risk management
The Board acknowledges its responsibility for the Group’s
system of internal control, for determining risk appetite, for
setting policy on risk management and internal control,
and for reviewing their effectiveness.
The Audit & Risk Committee oversees the effectiveness of the
Group’s Enterprise Risk Management Framework ('ERMF') and
the systems of internal control on an ongoing basis. During 2025,
the Group continued to work on enhancing and embedding its
ERMF, strengthening governance, clarifying first-line ownership
and accountability, and improving the quality, consistency and
timeliness of risk information provided to Executive management
and the Board.
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Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Going concern and financial viability
During 2025, the Committee reviewed the appropriateness of
adopting the going concern basis of accounting in preparing
the full year financial statements and assessed the Group’s
longer-term viability in accordance with the UK Corporate
Governance Code.
As part of this review, the Committee closely scrutinised the
Group’s principal risks, both individually and in combination,
including their potential financial impact, the effectiveness
of mitigating actions, the availability of financing and the
appropriate period for assessment. This included detailed review
and challenge of management’s cash flow forecasts, underlying
assumptions and scenario modelling.
The going concern assessment covers a period of 12 months from
the date of approval of the financial statements, to 30 April 2027.
In assessing going concern, the Committee reviewed a range of
severe but plausible downside scenarios, together with reverse
stress testing. It also considered the mitigating actions available to
management, including reductions in discretionary expenditure,
capital expenditure and other cash preservation measures.
The Committee paid particular attention to the impact of the UK
duty changes announced in November 2025, the execution risk
associated with the Group’s mitigation plans, and the implications
of the Group’s capital structure and upcoming debt maturities.
The Committee also considered the ongoing strategic review and
the associated uncertainty regarding its outcome and timing.
Following this review, the Committee concluded that:
• the adoption of the going concern basis of accounting remains
appropriate; and
• the disclosures in respect of going concern appropriately
reflect the Group’s circumstances, including the identification
of two material uncertainties relating to (i) the Group’s ability
to refinance its debt facilities due in June 2028, ahead of
January 2028 in the absence of a strategic transaction, and
(ii) uncertainty regarding the outcome and completion of the
strategic review.
In relation to viability, the Committee reviewed and challenged
management’s assessment of the Group’s prospects over the
selected assessment period. In light of the Group’s capital
structure, refinancing requirements and the ongoing strategic
review, the viability period has been shortened to 20 months, to
1 January 2028, to align with the timing of key financing risks.
The Committee and subsequently the Board are satisfied that
this period is appropriate as it captures the principal risk to the
Group’s longer-term viability, being its ability to refinance its debt
at the appropriate timing.
Based on the analysis performed, including downside and reverse
stress testing and mitigations proposed by management, the
Committee concluded that the viability statement is supported by
robust assessment and appropriately reflects the Group’s risk profile,
including the significance of refinancing risk and the uncertainties
arising from the strategic review.
The Group’s viability statement is set out on page 17.
Audit & Risk Committee continued
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evoke plc Annual Report & Accounts 2025
Fair, balanced and understandable
The Committee considered whether the 2025 Annual Report is
fair, balanced and understandable, and whether it provides
the necessary information to shareholders to assess the Group’s
performance, business model and strategy. In doing so, the
Committee considered management’s assessment of items
included in the financial statements and the prominence given to
them and reviewed the framework supporting the inclusion of key
messaging, market and segment reviews, performance overviews,
principal risks and other governance disclosures. The Committee
also considered whether sufficient forward-looking information
was provided, whether an appropriate balance had been struck
between describing potential challenges and opportunities and
whether the report appropriately explained the effect of the
strategic review initiated during the year on the Group’s financing
and going concern assessment, including the relevance of
different potential outcomes and the related disclosures.
The Committee and subsequently the Board are satisfied that,
taken as a whole, the 2025 Annual Report & Accounts are fair,
balanced and understandable. This is ensured by the use of clear
and transparent language, objective tone, balanced metrics,
visual aids, structure, and comprehensive disclosure throughout
the report.
The Committee also reviewed the processes undertaken by
management to support this conclusion, including the following:
• The Group’s Finance department, Director of Investor Relations
and Company Secretary initiate the process in coordination
with the Group’s public relations advisers, focusing on main
themes and financial trends which primarily inform the Chair’s
Statement, Strategic Report and Business & Financial Review.
The draft statements are then reviewed, and comments
provided by Group senior management. Input was also
provided by the Company’s Risk team, Reward team and
remuneration and ESG consultants.
• The Group’s Company Secretary leads the process of compiling
the relevant legal and corporate governance sections, and
obtains input from Group legal advisers, senior management
and Board members as required.
• The Group’s Risk team drafts the risk report supported by legal
advice received by the Group and developments in relevant
risks and risk discussions held by the Board.
• The Group’s Reward team drafts the Directors' Remuneration
Report (including the Remuneration Policy) which is then
reviewed by the Group’s remuneration advisers and the
Remuneration Committee.
• The Group’s ESG team draft the ESG sustainability report with
input from the Player Safety, Procurement and People teams.
TCFD data is compiled by the Procurement and ESG teams.
• The Group’s Finance department prepares the accounts. These
are audited by the Company’s auditors, who check amongst
other matters that the Group has given appropriate attention
to any relevant changes in accounting policies.
• The Group’s Legal department draft the Governance and
Directors’ Reports. These are reviewed by the Company’s
auditors, who check amongst other matters that the Group
has given appropriate attention to any relevant changes in
the requirements of the UK Corporate Governance Code.
• The Group’s CFO, Group Financial Director and Director
of Investor Relations review the entire Annual Report &
Accounts and lead an iterative process pursuant to which
the relevant internal and external stakeholders review and
provide comments.
• Particular consideration was given to the strategic review
and its interaction with the Group’s financing position, going
concern assessment and related disclosures, including whether
the report gave a fair and balanced explanation of the possible
implications of different outcomes of that process.
• At the request of the Board, the draft Annual Report & Accounts
is presented to the Committee, which is also in possession of
a detailed report from the external auditor, where a detailed
discussion is held regarding key disclosures and the Committee’s
recommendations are provided to the Board.
• Following consideration of whether sufficient information has
been provided to give shareholders a fair, balanced and
understandable account of the business and allow them
to assess its position and performance, business model and
strategy, the Audit & Risk Committee recommendations are
provided to the Board.
• The Annual Report & Accounts is finally reviewed by the full
Board for approval.
• Adequate time is given to each of the above steps to allow
for full and meaningful review.
Audit & Risk Committee continued
Performance of Audit & Risk Committee
The Audit & Risk Committee’s performance was evaluated as
part of the Board evaluation in 2025 as detailed on page 51. The
overall conclusion of the review was that the Committee remains
effective in discharging its functions and reporting to the Board.
Internal auditors
The Internal Audit team provides independent assurance over
the Group’s risk management and internal control processes to
the Board via the Audit & Risk Committee. In the past year, the
Internal Audit team was faced with resource challenges and
was required to balance these operational constraints with
the needs of the business in a changing environment. These
constraints are being addressed through 2025 and into 2026 to
support a comprehensive and effective Internal Audit function.
The Committee reviewed and monitored the internal audit plan
by reference to the principal risks facing the business, received
reports on the internal audit work carried out during the year
and monitored management’s responses and follow-up actions.
During 2025, reports were received covering finance
transformation, retail cash management, affiliate systems, AML,
Health & Safety and IT controls. Where findings were rated
ineffective or partially effective, the Committee required clear
remediation plans, defined ownership and realistic timelines.
Greater emphasis was placed on the prioritisation of critical
findings and the escalation of overdue actions. The Committee
concluded that Internal Audit remained effective overall in the
areas reviewed, although delivery against plan and coverage
were constrained by resourcing and leadership gaps during
the year.
In anticipation of future requirements under Provision 29 of the UK
Corporate Governance Code, preparatory work commenced
to identify material controls and align internal audit with future
Board attestation.
The risk-based internal audit plan for Q1 2026 was reviewed and
approved by the Audit & Risk Committee in January 2026, and
the plan for the remainder of 2026 was approved in April 2026
to ensure that the Committee has clear visibility of where the
Group is exposed to risks, that such risks are surfaced early, and
that Internal Audit is focused on the areas that matter most. Any
changes to the agreed audit plan will be communicated to the
Committee and will require its approval.
The Committee remains satisfied that the Internal Audit function
is independent and aligned to the Group’s principal risks.
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Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Audit & Risk Committee continued
External auditors
EY has been the Company’s external auditor since appointment
in 2014 and re-appointment in 2023. The partners responsible for
the external audit are Dale Cruz, a partner in EY’s Gibraltar office,
and Jon Killingley, a partner in EY’s London office. Dale and Jon
have been responsible for the evoke Group's audit since 2023
and 2025 respectively.
The Committee has reviewed the performance of EY in relation
to the Group audit, a process which involved all Board members
and senior members of the Group’s Finance function. Specific
consideration was given to:
• Ensuring that safeguards put in place by the auditor against
independence threats are sufficient and comprehensive;
• Ensuring that the quality and transparency of communications
from the external auditors are timely, clear, concise and
relevant and that any suggestions for improvements or
changes are constructive;
• Determining whether they had exercised professional
scepticism, with regards to the reliability of evidence provided,
the appropriateness and accuracy of management responses
to questions, considering potential fraud and the need for
additional procedures and the willingness of the auditor to
challenge management assumptions; and
• Considering whether the quality of the audit engagement
team is sufficient and appropriate — including the continuity
of appropriate industry, sector and technical expertise.
Feedback is provided to the external auditor by the Audit & Risk
Committee through one-to-one discussions between the Chair
of the Audit & Risk Committee and the audit firm partners. Each
year, the results of the review of the EY audit practice by the
UK regulator are discussed with the audit team to determine
the relevance to the Group’s audit and how the team needs
to respond.
The conclusions reached by the Committee were that EY had
performed the external audit to a professional standard, and
it was therefore the Committee’s recommendation that the
reappointment of EY be proposed to shareholders at the
Annual General Meeting to be held in June 2026.
The Committee reviewed the reports prepared by the
external auditors on key audit findings and any significant
deficiencies in the financial control environment, as well as
the recommendations made by EY to improve processes and
controls together with management’s responses to those
recommendations. The Committee recognised that, in a year of
continued organisational change and finance transformation,
the Group’s internal control environment remained under
development. EY’s findings in respect of specific control
weaknesses were considered in that context and led the
Committee to increase its focus on remediation, including closer
oversight of management actions, control enhancement plans
and progress against agreed improvements. The Committee
remains committed to supporting management in strengthening
the control framework and will continue to monitor delivery
closely during 2026.
The Committee notes and confirms compliance with the other
provisions of the Competition & Markets Authority Order 2014 in
respect of statutory audit services for large companies.
Audit and non-audit work
The Audit & Risk Committee remains mindful of the attitude
investors have to auditors performing non-audit services. The
Committee has clear policies governing the auditors’ undertaking
of non-audit work and monitors and approves the appointment
of the auditors for all non-audit work, with a view to ensuring that
such work does not compromise the auditors’ objectivity and
independence. The Committee is committed to ensuring that fees
for non-audit services performed by the auditors will not exceed
70% of aggregate audit fees measured over a three-year period.
Fees payable to the auditor for audit and non-audit services
are set out in note 5 to the financial statements on page 109.
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Key activities 2025
• Governance framework: Approved the Committee’s Terms
of Reference and established a regular reporting cycle for
management on technical health and strategic delivery.
• Infrastructure simplification strategy: Reviewed the Group’s
diverse technology stacks and the estates overall complexities
to consider proposals to minimise operational risk and deliver
incremental value.
• Operational excellence (AI & Automation): Monitored the
delivery of significant EBITDA gains through the deployment
of automation and AI-driven lighthouses in customer and
trading operations.
• Regulatory technology: Provided technical oversight for
safety-focused initiatives and the remediation of technical
debt to ensure robust compliance with global standards.
• Cyber resilience: Monitored the effectiveness of the Group’s
cyber-security and resilience arrangements, with a focus on
safeguarding systems and information.
• Infrastructure modernisation: Initiated a deep-dive review
of enterprise resource planning migrations to address legacy
data complexities and improve financial reporting efficiency.
The Committee consists of three independent Non-Executive
Directors, providing a blend of expertise in digital transformation,
finance, and risk management.
Membership in 2025
Meeting
Attendance
Susan Standiford (Chair) 3/3
Limor Ganot 3/3
Ori Shaked 3/3
Technology Committee
Susan Standiford
Chair of the
Technology Committee
Scaling Artificial Intelligence and automation
A primary focus has been the "AI-first" mandate, which aims
to make human intervention the exception in high-volume
transactional tasks. The Committee monitored the shift from
tactical automation to strategic AI use cases, including
personalised customer experiences and automated
documentation processing. We have emphasised the need
for strict governance and human-in-the-loop accountability,
particularly for high-risk regulatory processes, to ensure
compliance with emerging standards like the EU AI Act.
Strengthening regulatory technology
The Committee maintained active oversight of critical technical
compliance programmes throughout the year, ensuring that
player safety remains embedded within the Group's infrastructure.
A primary focus was the remediation of legacy technical debt
to ensure the Group’s systems meet the evolving expectations of
global regulators. The Committee continues to treat technical
compliance as a competitive advantage, ensuring that the
Group's safety infrastructure is both robust and scalable to
support long-term growth.
Cyber security and information integrity
The Committee’s oversight of cyber security focused on
strengthening the Group’s network security and access controls.
The Committee reviewed and approved key initiatives to
rationalise and modernise legacy arrangements and monitored
the deployment of enhanced detection and protection
capabilities across critical environments to ensure the Group’s
cyber risk remains within its stated risk appetite.
Modernising marketing technology
The Committee reviewed efforts to simplify the Group's marketing
technology estate. By supporting the transition to integrated, real-
time data platforms, the Committee is ensuring that marketing
teams can move away from manual processes toward automated,
personalised customer journeys. This transformation is essential for
improving customer retention and long-term lifetime value.
Priorities for 2026
As the Group continues to operate within a dynamic economic
and regulatory environment, the Committee will maintain
ongoing oversight of the technology strategy to ensure continued
alignment with business objectives. During 2026, the focus
will be on further strengthening core technology capabilities,
enhancing the effectiveness of data and digital platforms, and
driving continued simplification and optimisation of the Group’s
technology estate to support operational efficiency, resilience
and long-term sustainable growth.
Dear Shareholder
On behalf of the Board, I am pleased to present the inaugural
report of the evoke Technology Committee for the financial
year ended 31 December 2025. Established in May 2025, the
Committee’s primary purpose is to provide oversight of major
technology investments ensuring they align with the Group’s
strategy for sustainable revenue growth and operational
excellence. The Committee supports this strategic objective
of sustainable revenue growth by ensuring our technological
foundations are resilient, scalable, and secure.
In our first year, we focused on technology as both a strategic
enabler and a material risk, and establishing a robust governance
framework that complements, rather than duplicates, the
work of the Audit & Risk Committee. Technology is a critical
driver of our Value Creation Plan (VCP), and the Committee
has spent significant time evaluating major investments in
artificial intelligence (AI), platform consolidation, and regulatory
compliance infrastructure.
Our approach to modernisation is fundamentally risk-based.
This included overseeing the transition toward an "AI-first"
operating model and the re-sequencing of our infrastructure
strategy to ensure that long-term efficiency goals do not disrupt
immediate commercial momentum or compliance obligations.
The Committee’s continued focus is on ensuring the Group has the
digital expertise and infrastructure needed to compete effectively
in an increasingly regulated global market. I look forward to
discussing these matters with you at the Annual General Meeting.
Susan Standiford
Chair of the Technology Committee
29 April 2026
Substantive matters considered during the year
Infrastructure simplification and strategy
The Committee scrutinised the Group’s legacy technical
infrastructure and its inherent complexities. Recognising the risks
involved in large-scale change, we supported a sequenced
modernisation approach that focuses on grouping scope into
smaller, value-generating components. This strategy allows
for the simplification of the stack by modernising core services,
such as payments and localised platform updates, while
ensuring the business remains agile and compliant.
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Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Membership in 2025
Meeting
attendance
Andrea Gisle Joosen 4/4
Anne de Kerckhove 3/4
Limor Ganot 4/4
Dear Shareholder,
I am pleased to present the Directors’ Remuneration Report for
the year ended 31 December 2025. This report sets out:
• my statement on the activities and decisions of the
Remuneration Committee during the year;
• a summary of the main elements of the Directors’ Remuneration
Policy which was approved at our 2024 AGM; and
• the Annual Report on Remuneration, which explains how the
Directors’ Remuneration Policy was implemented in 2025 and
how the policy will be implemented in 2026.
As a company incorporated in Gibraltar, evoke plc is not bound
by UK law or regulation in the area of Directors’ remuneration to
the same extent that it applies to UK incorporated companies.
However, reflecting the Committee’s approach to good
governance and investor expectation, we have prepared this
report in line with the requirements of the Directors’ Remuneration
Reporting regulations.
Overview of 2025
2025 has been a year of operational progress, with revenue
growth of 2% year-on-year and an improvement in profitability.
This reflects the continued execution of the Group’s Value
Creation Plan, a sharper focus on our core markets and a more
disciplined operating model. However, on the 26 November
2025, the UK Government announced an increase to Remote
Gaming Duty from April 2026 and a new online sports betting
duty to apply from April 2027. In the Board’s view the scale of the
proposed increase represents a material shift in the economics
of the regulated UK betting and gaming sector. Management
has acted swiftly to implement mitigation plans and as part
of this, the Board confirmed on 10 December 2025 that it had
initiated a review of the Company’s strategic options. This includes
consideration of a range of potential alternatives to maximise
shareholder value, including, but not limited to, a potential sale of
the Group or certain assets. It is in this context that the Committee
has considered remuneration outcomes for 2025 and the
application of the policy for 2026. The Committee has considered
the importance of aligning remuneration outcomes and
incentives for the year ahead to shareholder value and delivery
of our strategic options as well as ensuring we retain, motivate
and reward the senior management team who are critical to
this delivery. Given our ongoing strategic review there is limited
information that the Committee is able to disclose in respect of
our 2026 incentive arrangements.
Remuneration outcomes for 2025
There were no salary increases for the Executive Directors for 2025.
While there was good performance across a number of the
performance measures in the annual bonus, no bonus is payable
unless the threshold EBITDA target is met. The Committee reviewed
the various adjustments to EBITDA and determined that for annual
bonus purposes the threshold target has not been met. As a result,
there is no annual bonus payable for 2025. Further detail about
the bonus is included later in this report.
The 2023 LTIP award, which was subject to performance
conditions measured over the three-year period to 31 December
2025, did not meet threshold performance levels. Accordingly, the
award has lapsed in full. Neither of the current Executive Directors
were participants in that plan.
Remuneration Committee
Andrea Gisle Joosen
Chair of the
Remuneration Committee
Key activities 2025
• Engaged with major shareholders and proxy advisors on the
annual bonus plan quantum, taking into account feedback
received when making decisions.
• Reviewed and approved the fee for the incoming Chair
of the Board, ensuring it appropriately reflected the
responsibilities and time commitment of the role and
compared fairly with the market.
• Set remuneration packages for Executive Directors and senior
management for 2025, including base salary, pension, benefits
and incentive opportunities.
• Reviewed the design, performance measures and targets
for the annual bonus and long-term incentive plans to
ensure they remained appropriately stretching and aligned to
strategy, shareholder’s interests and long-term value creation
and determined performance against targets for incentives
with performance periods ending 31 December 2024.
• Considered the impact of the November 2025 UK Budget
and the ongoing strategic review on remuneration, ensuring
continued alignment with the Group’s strategic priorities and
external environment.
• Considered wider workforce pay and conditions, including
salary increases across the Group, and how these compare
with executive remuneration.
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Remuneration Committee continued
Shareholder engagement
The Committee remains committed to ongoing dialogue with
shareholders on remuneration matters and I will reach out
to shareholders as appropriate to discuss any remuneration
implications of our strategic review. The Committee will review
the Directors’ Remuneration Policy in advance of the 2027 AGM
where shareholders are required to approve a new policy. As part
of this review I will be reaching out to our largest shareholders to
seek their input.
Conclusion
The Committee is satisfied that the policy has operated as
intended and believes that the approach to remuneration
for 2025 is appropriate. As mentioned above, in determining
outcomes for 2025 and operation of policy for 2026, the
Committee has taken into account the importance of aligning
remuneration outcomes and incentives for the year ahead to
shareholder value and delivery of our strategic options as well as
ensuring we retain, motivate and reward the senior management
team who are critical to this.
More detailed disclosure will be provided in respect of
arrangements for 2026 through RNS for our 2026 LTIP and in our
2026 Remuneration Report. Meanwhile, I look forward to your
support for the resolution to approve this Remuneration Report,
at the forthcoming Annual General Meeting.
I am available for any questions you may have and can be
reached through our Company Secretary.
Andrea Gisle Joosen
Chair of the Remuneration Committee
29 April 2026
Implementation of Policy for 2026
There will be no salary increases for either of the Executive
Directors in 2026. This is in line with the wider workforce, other
than increases made to UK Retail staff in line with the change to
the National Minimum Wage, and the Committee considers this
appropriate in light of this context.
The CEO’s maximum bonus opportunity remains at 200% of salary
and the CFO’s maximum bonus opportunity remains at 166.67%
of salary. The Committee has determined to retain the increased
annual bonus opportunity for 2026 noting the importance of
ensuring our Executive Directors are appropriately incentivised
and rewarded for delivery of critical strategic activity during 2026.
This is the last year in which the current policy operates and the
Committee will review incentive structure and quantum before
our new policy is brought to shareholders for approval at our
2027 AGM.
The annual bonus will be determined against targets linked to the
delivery of the strategic review. These are commercially sensitive
and will be disclosed, along with the performance achieved
against them, in the 2026 Remuneration Report.
The CEO and CFO will be granted 2026 LTIP awards of 200% of
salary and 175% of salary, respectively. The Committee will review
the share price that will be used to determine the number of
shares under award prior to grant. Noting the current strategic
review, the Committee has not, at this time, finalised its approach
to performance measures and targets. These will be disclosed by
RNS at the time the awards are made to the extent these are not
commercially sensitive.
Wider workforce remuneration
The Committee continues to monitor pay and conditions across
the wider workforce to ensure fairness and alignment. Salary
review decisions as well as the 2025 Annual Bonus outcome for
Executive Directors have been considered in the context of the
workforce and the Company’s overall performance.
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Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Directors’ Remuneration Report
Directors’ Remuneration Policy
This part of the Directors’ Remuneration Report sets out a summary of the Remuneration Policy approved by shareholders at our 2024 AGM on 13 May 2024. The policy is intended to apply for a period of up
to three years from this date. The full Remuneration Policy is available in the 2023 Annual Report, which can be accessed at www.evokeplc.com.
Element Purpose Maximum Operation
Base salary • To recruit, motivate and retain high-calibre
Executive Directors. Reflects individual
experience and role.
• There is no prescribed maximum annual
salary increase.
• Reviewed annually, normally effective 1 April.
• Any increase to Directors’ salaries will generally be no higher than the
average increase for the workforce. Higher increases may be made.
Benefits • To provide a market-competitive level
of benefits based on the market in
which the Executive is employed.
• At cost. • Includes a company car or car allowance, health insurance, disability
and life assurance.
• Other benefits may be provided.
Pension • To provide market-competitive retirement
benefits.
• Aligned to the rate applying to the workforce
in the country of appointment (currently 5% of
salary in the UK).
• Contribution to Group pension scheme or cash allowance in lieu
of pension.
Annual bonus plan • To drive and reward annual performance and
to encourage long-term sustainable growth
and alignment with shareholders’ interests.
• Maximum opportunity of 200% of salary. • Based on a range of financial (majority) and non-financial measures.
• No more than 25% bonus payout at threshold.
• No more than two-thirds of bonus paid in cash with the remaining
amount, net of tax, invested in shares and held for two years.
• Committee discretion to adjust formulaic outcome and malus
and clawback provisions apply.
Long-term incentive plan • Rewards Executive Directors for achieving
longer-term performance and sustainable
growth for shareholders.
• Exceptional maximum is 300% of salary.
• Normal maximum is 200% of salary.
• Based on a range of financial, total shareholder return and
non-financial measures (minority).
• No more than 25% vests for threshold performance.
• Three-year performance period with two-year holding period.
• Committee discretion to adjust formulaic outcome and malus
and clawback provisions apply.
All-employee share plans • To align with Group employee reward
and to promote share ownership.
• As per HMRC limits. • Executive Directors may participate in any all-employee share plan
operated by the Company.
Shareholding requirement • To provide alignment with shareholders’
interests.
• 200% of salary during employment.
• 100% of salary (or actual shares if lower)
post-employment for one year and 50%
of salary for the second year.
• Executive Directors are required to retain shares from incentive
awards to meet the requirement within five years of appointment.
Non-Executive Directors • To provide an appropriate fee level to
attract and retain a Chair and NEDs and to
appropriately recognise the responsibilities
and time commitment.
• No prescribed maximum annual fee increase. • NEDs are paid a base fee and additional fees for additional
responsibilities.
• Any reasonable business-related expenses will be reimbursed.
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Directors’ Remuneration Report continued
Service agreements and letters of appointment
Executive Directors
The Executive Directors have a service contract requiring 12 months’ notice of termination from either party as shown below. Their service contracts are available for inspection at evoke’s registered office
and at each Annual General Meeting.
Executive Director Date of appointment Date of current contract Notice from the Company Notice from the individual Unexpired period of service contract
Per Widerström 16 October 2023 26 July 2023 12 months 12 months Rolling
Sean Wilkins 1 February 2024 12 September 2023 12 months 12 months Rolling
Chair and Non-Executive Directors
The Non-Executive Directors serve subject to letters of appointment and are appointed subject to re-election at each Annual General Meeting. The Non-Executive Directors are typically expected to serve
for three years, although the Board may invite a Non-Executive Director to serve for an additional period. Their letters of appointment are available for inspection at evoke’s registered office and at each
Annual General Meeting.
The table below details the letters of appointment for each Non-Executive Director.
Non-Executive Directors Date of appointment Date of current letter of appointment Unexpired term of service contract
Mark Summerfield 05/09/2019 (Non-Executive Director)
21/10/2025 (Chair)
04/09/2025 03/09/2028
Anne de Kerckhove 2 8/11/2 017
21/10/2025 (Deputy Chair)
21/10/2025 27/11/ 2 0 2 6
Limor Ganot 01/08/2020 01/08/2 023 31/07/2026
Andrea Gisle Joosen 05/07/2 0 2 2 05/07/2 0 2 5 04/07/2028
Ori Shaked 13/09/2022 12/09/2025 11/0 9/ 2 0 2 8
Susan Standiford 01/11/2024 01/11/2 024 31/10/2 027
Annual Report on Remuneration
This Annual Report on Remuneration, together with the Chair’s Annual Statement, will be subject to an advisory vote at the Annual General Meeting to be held in Q2 2026. The information on page 68 in
respect to Directors’ emoluments and onwards through page 75 has been audited.
Operation of Remuneration Policy for 2026
Base salaries
There are no salary increases for 2026. The CEO’s salary therefore is £676,000 and the CFO’s salary is £430,000.
Annual bonus
The CEO’s maximum bonus opportunity remains at 200% of salary and the CFO’s maximum bonus opportunity remains at 166.67% of salary.
The annual bonus will be determined against targets linked to the delivery of the strategic review. These are commercially sensitive and will be disclosed, along with performance against them, in the
2026 Remuneration Report.
Long-term incentive plan
As explained in the Annual Statement of the Committee Chair, the CEO and CFO will be granted 2026 LTIP awards of 200% of salary and 175% of salary respectively. The share price used to determine the
number of shares under award will be reviewed by the Committee prior to grant. Noting the current strategic review, the Committee has not at this time finalised its approach to granting LTIP awards for 2026.
Metrics and targets to the extent these are not commercially sensitive will be disclosed by RNS at the time the awards are made.
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Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Directors’ Remuneration Report continued
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Pension and benefits
Pension allowance continues at 5% of salary. Both Directors receive benefits in line with policy.
Non-Executive Directors’ fees
The Non-Executive Director fees remain unchanged from 2025, save for the introduction of the Deputy Chair fee of £30,000 (which is combined with the pre-existing Senior Independent Director
fee of £20,000).
• Non-Executive Chair fee: £320,000
• Non-Executive Director fee: £90,000
• Non-Executive Deputy Chair and Senior Independent Director fee: £50,000
• Chair of a Board committee (inclusive of membership fee): £15,000
• Membership of Audit & Risk, Remuneration, ESG, Nominations or Gaming Compliance Committee: £5,000
Remuneration paid to Executive Directors for services in 2025
The following table presents the Executive Directors’ emoluments in respect of the year ended 31 December 2025.
Executive Directors
Salary
1
£’000
Taxable
benefits
2
£’000
Annual
bonus
3
£’000
Long-term
incentives
£’000
Pension
4
£’000
Total
£’000
Total
fixed pay
£’000
Total
variable
pay
£’000
Per Widerström, CEO 2025 676 13 0 – 34 723 723 0
2024 676 12 199 – 34 921 722 199
Sean Wilkins
5
, CFO 2025 430 11 0 – 21 462 462 0
2024 394 10 97 – 20 521 424 97
1. Sean Wilkins’ 2024 salary is shown for the period from 1 February 2024 to 31 December 2024.
2. Benefits total represents the taxable value of benefits paid. Benefits provided to Executive Directors for 2024 and for 2025 include: family private healthcare, life assurance and car allowance.
3. Annual bonus is the total gross payment before any amount has been invested in bonus shares.
4. Per Widerström and Sean Wilkins receive a pension cash allowance of 5% of salary (in line with wider workforce).
5.
Sean Wilkins’ taxable benefits value and pension value for 2024 have been restated as they were overstated by £1,337 and £3,075 respectively in the 2024 report. This represented an overpayment in respect of private healthcare and
pension cash allowance, which was subsequently repaid.
Directors’ Remuneration Report continued
Non-Executive Directors’ fees
The following table presents the Non-Executive Director fees in respect of the year ended 31 December 2025. All amounts are in £’000.
Non-Executive Directors Fee Other Total fee
Mark Summerfield
1
2025 159 1 160
2024 115 – 115
Anne de Kerckhove
2
2025 161 3 164
2024 145 3 148
Limor Ganot
3
2025 110 – 110
2024 105 1 106
Andrea Gisle Joosen
4
2025 110 1 111
2024 110 0 110
Ori Shaked
5
2025 108 – 108
2024 105 5 110
Susan Standiford
6
2025 105 – 105
2024 15 – 15
Lord Mendelsohn
7
2025 260 10 270
2024 325 – 325
1. Mark Summerfield received reimbursed grossed up expenses of £1,345 in 2025. He was appointed as Non-Executive Chair from 21 October 2025. In addition to his Chair’s fee, Mark also receives fees relating to his Chairing of the
Gaming Compliance Committee and membership of the ESG and Nomination Committees.
2. Anne de Kerckhove received reimbursed grossed up expenses of £3,529 in 2025 and £3,245 in 2024. She was appointed as Deputy Chair from 21 October 2025 and retains her role as Senior Independent Director.
3. Limor Ganot received reimbursed grossed up expenses of £920 in 2024.
4. Andrea Gisle Joosen received reimbursed grossed up expenses of £597 in 2025 and £274 in 2024.
5. Ori Shaked received reimbursed grossed up expenses of £5,129 in 2024.
6. Susan Standiford was appointed on 1 November 2024. She has received her Non-Executive Director fee only for the period 1 November 2024 to 31 December 2024, with the Audit & Risk Committee fee for the period from
1 November 2024 paid in March 2025.
7. Lord Mendelsohn’s fee for 2025 reflects his role as Non-Executive Chair between 1 January 2025 to 21 October 2025 when he stepped down from his role and the Board. He received reimbursed grossed up expenses of £9,825 in 2025.
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Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Directors’ Remuneration Report continued
Annual bonus in respect of 2025 performance
The maximum bonus opportunity for our CEO was 200% of salary and for our CFO was 166.7% of salary.
No annual bonus is payable unless the Threshold adjusted EBITDA target is met. The Committee reviewed the various adjustments to EBITDA and determined that for annual bonus purposes the Threshold
target has not been met and therefore no bonus is payable for 2025.
Scorecard summary
Performance measure Weighting
Threshold
(10% payout)
Target
(50% payout)
Maximum
(100% payout)
Actual
performance
Formulaic
bonus outcome (%
of maximum)
Revenue 20% £1,639 £1,821 £2,003 £1,782 8.29%
Adjusted EBITDA 20% £337.5m £375m £412.5m £336.5m 0%
Leverage 15% 5.2x 4.6x 4.1x 5.6x 0%
Strategic objectives 35% See below –
Personal objectives 10% See below –
Strategic and personal objectives - 45% weighting
Given the current status of the strategic review and the commercial sensitivity of certain metrics, as well as noting that no annual bonus is payable for 2025, the Committee has provided limited disclosure
for the annual bonus strategic and personal objectives. Progress has been made across the Value Creation Plan strategic areas and the Committee will provide more detailed disclosure in the 2026
Remuneration Report to the extent matters are no longer considered commercially sensitive.
Strategic objectives, accounting for 25% of the maximum bonus opportunity, were set against five of the six critical areas of the Value Creation Plan of Customer Lifecycle Management, Customer Value
Proposition, Ops 2.0, Product & Technology Foundations, Winning Organisation with 10% set against the sixth critical area of ESG covering player safety, colleague engagement and Scope 1,2 & 3
emissions reduction.
The CEO and CFO personal objectives were set across the delivery of incremental value from material initiatives, enhancing the leadership capability & engagement (including for the finance function
for the CFO), driving growth across core markets and the Company's long-term financing and deleveraging.
Scheme interests awarded during the year
The table below sets out the grants of conditional shares under the evoke plc Long Term Incentive Plan in 2025.
Executive Award type Grant date
Number of
awards granted
Face value of
awards granted
1
Face value of
awards as % salary
% vesting at
threshold performance
Per Widerström LTIP 27 March 2025 2,034,612 £1,351,000 200% 25%
Sean Wilkins LTIP 27 March 2025 1,132,430 £752,500 175% 25%
1. The share price used to determine face value is the average closing share price of the three days prior to grant (66.45 pence).
This award is due to vest subject to performance conditions being met at the end of the three-year performance period ending 31 December 2027 as set out on the next page.
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Directors’ Remuneration Report continued
Scheme interests awarded during the year continued
Performance measure Weighting Threshold (25% vests) Maximum (100% vests)
Net value creation 50% £913m £1,660m
Relative TSR (versus sector peer group
1
) 20% Median Median + 10% p.a.
Relative TSR (versus FTSE 250) 30% Median Upper quartile
1. The sector peer group comprises Bally’s Corporation, Betsson AB, Flutter Entertainment plc, Entain plc, Kambi Group plc, Playtech plc and Rank Group plc.
Loss of office payments and payments to past Directors
Lord Mendelsohn stepped down from the Board and his role as Board Chairman on 21 October 2025. He received £162,500 as payment in lieu of notice, as required under the terms of his letter of
appointment. No other fees were paid to Lord Mendelsohn in respect of his departure.
There were no other payments to past Directors in 2025.
Directors’ shareholdings and share interests
Details of the Directors’ interests (and of their connected persons) in shares as at 31 December 2025 are shown in the table below. The CEO met the shareholding guideline as at 31 December 2024,
holding 268% of salary in shares. The current shareholding level reflects share price movement during the year and not the disposal of shares. The Committee will continue to monitor progress against
the guideline, noting that the change is solely market-driven. There are no changes to this table between 31 December 2025 and 31 March 2026 which is the latest practicable date prior to publication
of this Annual Report.
Director Legally owned
Unvested shares
with performance
conditions
Unvested
shares without
performance
conditions
Unvested options
with performance
conditions
Unvested
options without
performance
conditions
Vested
unexercised
options Total
Total for
shareholding
guideline
Shareholding
as % of salary
1
Per Widerström 3,035,493 3,594,012 6,629,505 3,035,493 100%
Sean Wilkins 133,311 2,000,365 2,133,676 133,311 7%
Mark Summerfield 32,412
Anne de Kerckhove –
Limor Ganot 87,536
Susan Standiford –
Andrea Gisle Joosen 31,271
Ori Shaked 672,882
Susan Standiford –
Lord Mendelsohn
2
700,000
1. The Executive Directors are required to build and maintain a shareholding equivalent to 200% of salary. Shares counting towards this guideline include legally owned shares, unvested options without performance conditions (valued
on a net of tax basis), and fully vested but unexercised nil-cost options (valued on a net of tax basis). Achievement against the guideline holding is calculated using the share price at 31 December 2025 of 22.2 pence.
2. This is the number of Lord Mendelsohn’s legally owned shares on the date that he stepped down from the Board (21 October 2025).
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Financial Statements
Supplementary Information
Overview
Directors’ Remuneration Report continued
Performance graph
The following graph shows evoke’s performance*, measured by TSR, compared with the performance of the FTSE 250 Index. The Directors consider that the FTSE 250 Index is the most appropriate comparator
benchmark as it has been a member of this index for a significant period of the time covered by the chart.
Value of £100 Sterling in evoke 1/1/2016 – 31/12/2025 vs FTSE 250
evoke
FTSE 250
31 Dec 2015
31 Dec 2016
200
150
250
50
100
31 Dec 2017
31 Dec 2018
31 Dec 2019
31 Dec 2020
31 Dec 2021
31 Dec 2022
31 Dec 2023
31 Dec 2024
31 Dec 2025
0
* evoke plc Ordinary Shares of GBP 0.005 each, being the shares of the Company’s equity share capital whose listing or admission to dealing has resulted in the Company falling within the definition of ‘quoted company’.
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Directors’ Remuneration Report continued
Total remuneration history for CEO
The table below sets out the total single figure remuneration for the CEO over the last ten years with the annual bonus paid as a percentage of the maximum and the percentage of long-term share awards
where the performance period determining vesting ended in the year.
2016 2017 2018
2019
Itai
Frieberger
2019
Itai
Pazner 2020 2021 2022
2023
Itai Pazner
2023
Jon
Mendelsohn
2023
Per
Widerström 2024 2025
Total remuneration (£000s) 1,369 8,358 1,886 364 1,354 2,000 2,970 1,476 67 475 333 921 723
Annual bonus (%) 100% 100% 29.2% 74.6% 74.6% 92.5% 78.0% 0% 0% N/A 0% 19.7% 0%
LTIP vesting (%) 100% 100% 73.8% 30.6% 30.6% 89.9% 88.5% 0% 0% N/A 0% 0% 0%
Note: For relevant partial years, we have named the CEO. For completeness, the period of CEO are as follows: Itai Pazner was CEO from January 2019 to January 2023. Lord Mendelsohn was Executive Chair from January 2023 to
October 2023. Per Widerström was appointed CEO in October 2023.
Lord Mendelsohn did not participate in the annual bonus or LTIP while performing the role of Executive Chair. Total remuneration shown is in respect of the period of his appointment as Executive Chair from 30 January 2023
to 15 October 2023 only.
Per Widerström has received two LTIP grants to date which are due to vest in 2027 and 2028 respectively.
Percentage change in Director remuneration compared to the average for other employees
The following table sets out the percentage change in salary, taxable benefits and annual bonus from financial year 2020 to 2025, for Directors and employees of the Group, taken as a whole.
Change 2025 v 2024 Change 2024 v 2023 Change 2023 v 2022 Change 2022 v 2021 Change 2021 v 2020
Salary/fee Benefits Bonus Salary/fee Benefits Bonus Salary/fee Benefits Bonus Salary/fee Benefits Bonus Salary/fee Benefits Bonus
Per Widerström 0% 8% -100% 0% −93% 100% N/A N/A N/A N/A N/A N/A N/A N/A N/A
Sean Wilkins
1
9% 0% -100% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Mark Summerfield
2
38% N/A N/A −21% N/A N/A 0% N/A N/A 28% N/A N/A 4% N/A N/A
Anne de Kerckhove
2
11% 0% N/A −19% N/A N/A 0% N/A N/A 28% N/A N/A 26% N/A N/A
Limor Ganot 5% N/A N/A 4% N/A N/A 0% N/A N/A 3% N/A N/A N/A N/A N/A
Andrea Gisle Joosen 0% N/A N/A 10% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Ori Shaked 3% N/A N/A 12% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Susan Standiford
1
600% 0% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Employees
3
2% -49% -100% 19% 13% 100% −59% −37% 0% 8% 7% −100% −2% −1% −14%
Notes pertaining to the relevant Executives can be found under the single figure tables disclosed above for 2025 and for prior years can be found in the relevant year’s report.
1. 2024 represents a part year.
2. Increase represents a change in role during 2025.
3. Employee numbers have been calculated on a per average head count basis across the combined Group. Data prior to 2023 was previously stated excluding William Hill employees and has not been restated. Bonus only includes
annual performance bonus payable to colleagues in April in respect of the previous financial year. No bonus was payable in respect of FY25 performance, with a bonus being payable in respect of FY24.
73
evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Directors’ Remuneration Report continued
CEO pay ratio
Year Method 25th percentile 50th percentile 75th percentile
2025 B 1:29 1:28 1:24
2024 B 1:32 1:32 1:27
2023 B 1:39 1:33 1:28
2022 A 1:22 1:18 1:13
2021 A 1:62 1:48 1:35
2020 A 1:33 1:26 1:19
2019 A 1:25 1:19 1:15
CEO 25th percentile 50th percentile 75th percentile
Salary £676,000 £22,135 £22,633 £26,574
Total pay and benefits £723,000 £23,181 £24,280 £28,215
The table above sets out the CEO pay ratio for 2019 to 2025. For 2023 onwards, the comparison is based on the UK workforce, prior to this the comparison was the Israel workforce. Ratios have been
calculated following the methodology in Option B as this is the most meaningful method of calculation for the UK workforce based on the availability of data at the time of calculation. Therefore, the data
was determined using the snapshot date of 5 April 2025.
The ratio has decreased in 2025, reflecting that there was no variable pay outcome for the CEO in the year. The reward policies and practices for all employees across the Group are broadly aligned
to those set for the Executive Directors including the CEO, recognising that for some employee groups (including UK retail) a tailored approach is required to reflect the talent market. On this basis, the
Committee is satisfied that the median pay ratio is consistent with the pay, reward and progression policies across the UK workforce.
Relative importance of spend on pay 2025 vs 2024
300
350
250
200
150
100
0
50
-7%
0 0
FY24 FY25 FY24 FY25
Employee pay and benefits Dividends
0
50
100
150
200
250
300
350
325.4
301.2
The graph to the left sets out the actual expenditure by evoke in financial years 2024 and 2025 on
dividends and remuneration to Group employees. The average number of employees during
the year was 10,140 (2024: 10,617).
The calculation of the comparables is as set out in the 2025 Consolidated Income Statement and
the notes to the financial statements. The 2024 figure has been updated to be calculated on a
consistent basis.
Committee members, attendees and advice
The Remuneration Committee consists solely of Non-Executive Directors. Ms Andrea Gisle Joosen chairs
the Committee and Committee members at the end of the year were Ms Anne de Kerckhove and
Ms Limor Ganot. Details of attendance at Committee meetings are contained in the statement on
Corporate Governance on page 46. The Chair of the Board attends meetings by invitation. Members
of the management team attend meetings by invitation, and where appropriate, but no individual is
present when their own specific remuneration arrangements are determined.
The Remuneration Committee’s remit is set out in its terms of reference which are available at
www.evokeplc.com/who-we-are/governance/board-committees/.
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evoke plc Annual Report & Accounts 2025
Directors’ Remuneration Report continued
Remuneration Committee adviser
Korn Ferry was appointed Remuneration Committee adviser to evoke on 30 November 2018
following a tender process.
The primary role of the adviser to the Committee is to provide independent and objective advice
and support to the Committee’s Chair and members. Korn Ferry has discussions with the Committee
Chair on a regular basis to discuss executive and wider Group remuneration matters, reporting,
regulation, investor views and process. The Committee undertakes due diligence periodically to
ensure that its advisers remain independent and is satisfied that the advice that it receives from Korn
Ferry is objective and independent. Korn Ferry is a signatory to the Remuneration Consultants Group
Code of Conduct which sets out guidelines for managing conflicts of interest and has confirmed to
the Committee its compliance with the Remuneration Consultants Group Code. Korn Ferry has no
other connection with the Company or individual directors.
The total fees paid to Korn Ferry in respect of its services to the Committee for the year ending
31 December 2025 were £113,125 (2024: £97,000). Fees are charged on a "time spent" basis.
Engagement
The Committee gives as part of its annual agenda consideration and review of workforce policies
and practices and invites members of the management team to attend Committee meetings to
provide input into the Committee’s considerations. The workforce engagement for 2026 will be
led by the designated Director for workforce engagement, Ms Anne de Kerckhove, with the
Chief People Officer and supported by the Chair of the Board.
The Committee is committed to having a transparent and constructive dialogue with our investors
and consults with its investors to seek feedback on any proposed policy changes and significant
operation of policy changes.
Statement of shareholder voting at AGM
Advisory vote to approve Annual
Report on Remuneration
(at 2025 Annual General Meeting)
Advisory vote to approve
Remuneration Policy
(at 2024 Annual General Meeting)
Total number of
votes % of votes cast
Total number of
votes % of votes cast
For 230,967,723 96.73% 257,502,248 90.28%
Against 7,805,643 3.27% 27,730,633 9.72%
Withheld 128,322 n/a 33,780
75
evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
The Directors’ Report for the year ended 31 December 2025
comprises pages 76 to 81 of this report, together with the sections
of the Annual Report incorporated by reference. The Corporate
Governance Report set out on pages 46 to 50 is incorporated by
reference into this report and, accordingly, should be read as
part of this report.
As permitted by legislation, some of the matters required to be
included in the Directors’ Report have instead been included
in the Strategic Report on pages 5 to 43, as the Board considers
them to be of strategic importance.
Specifically, these are:
• the Strategic framework on pages 2 to 18, which provides
detailed information relating to the Group, its business model
and strategy, operation of its businesses, future developments
and the results and financial position for the year ended
31 December 2025;
• future business developments (throughout the Strategic Report);
• details of the Group’s policy on addressing the principal risks
and uncertainties facing the Group, which are set out in the
Strategic Report on pages 19 to 26;
• information on the Group’s GHG emissions for the year ended
31 December 2025, contained within our TCFD section and on
pages 145 to 155; and
• how we have engaged with our stakeholders on pages
41 to 43.
Furthermore, as a company incorporated in Gibraltar, evoke plc
is not required by UK law or regulation to prepare the Directors’
Remuneration or Strategic Reports under regulation that applies
to UK incorporated companies. However, by virtue of evoke’s
listing on the London Stock Exchange and reflecting the Directors’
approach to good governance and investor expectation, we
have prepared these reports in line with the requirements under
the UK Companies Act 2006.
The Directors’ Remuneration Report, set out on pages 66 to 75, has
been voluntarily prepared in accordance with sections 420 to 422
UK Companies Act 2006.
The information given in the Strategic Report, set out on pages 5
to 43, has been voluntarily prepared in accordance with section
414 UK Companies Act 2006.
Results
The Group’s loss after tax for the financial year of £549.1m
(2024: £191.4m) is reported in the Consolidated Income
Statement on page 91.
The Board of Directors is not recommending a final dividend
to be paid, in light of the Group’s leverage position following
the acquisition of William Hill and consistent with its previous
announcements.
Directors and their interests
Biographical details of the current Board of Directors, setting
out their relevant skills and experience and their professional
commitments, are shown on pages 44 and 45.
The Directors who served during the year are shown below. In line
with the UK Corporate Governance Code and as required by the
Company’s Memorandum & Articles of Association (‘Articles’), all
Directors retire at each Annual General Meeting and those who
wish to continue to serve offer themselves for re-election.
• Lord Mendelsohn (stood down 21 October 2025).
• Per Widerström (appointed 16 October 2023).
• Mark Summerfield (appointed 5 September 2019).
• Anne de Kerckhove (appointed 28 November 2017).
• Limor Ganot (appointed 1 August 2020).
• Andrea Gisle Joosen (appointed 5 July 2022).
• Ori Shaked (appointed 13 September 2022).
• Susan Standiford (appointed 1 November 2024).
• Sean Wilkins (appointed 1 February 2024).
The beneficial and non-beneficial interests of the Directors and
their closely associated persons (pursuant to Article 19 of the
UK Market Abuse Regulation) in shares of the Company are
set out in the Directors’ Remuneration Report on pages 66 to
75. Lord Mendelsohn. Sean Wilkins, and Andrea Gisle Joosen
purchased shares during the year, details of which can be found
in the Remuneration Report. There have been no changes in
the interests of Directors in shares of the Company between 31
December 2025 and 31 March 2026 which is the last practicable
date prior to the release of this Report. None of the Directors had
any interests in any other material contract or arrangement with
the Company or any of its subsidiaries.
Directors’ indemnities
The Articles permit the Company to indemnify its Directors in
certain circumstances, as well as to provide insurance for the
benefit of its Directors. The Company has entered into qualifying
third-party indemnity arrangements for the benefit of all of its
Directors in a form and scope which comply with the requirements
of the UK Companies Act 2006 and the Gibraltar Companies Act
2014 which were in force from 1 November 2017 (or subsequently,
with respect to subsequently appointed Directors) and remain
in force.
Share capital
Changes in share capital of the Company during the financial
year are given in the Consolidated Statement of Changes in
Equity. As at 31 December 2025, the issued share capital of the
Company comprised 450,173,086 ordinary shares of GBP £0.005
each (‘Ordinary Shares’).
Share buy-back authority
At the Annual General Meeting held in May 2025, the Board
was authorised to make market purchases of up to 44,971,306
of its ordinary shares at a minimum price per share (exclusive of
expenses) of £0.005 and a maximum price per share (exclusive
of expenses) of the highest of 105% of the average of the middle
market quotations of an ordinary share in the Company as
derived from the London Stock Exchange Daily Official List for the
five business days immediately preceding the day on which the
ordinary share is contracted to be purchased, the price of the last
independent trade of an ordinary share, and the highest current
independent bid for an ordinary share in the Company as derived
from the London Stock Exchange Trading System.
The authority expires upon the earlier of:
(i) the conclusion of the next Annual General Meeting of the
Company; and
(ii) 30 June 2026, unless previously renewed, varied or revoked by
the Company at a general meeting; and a contract to
purchase shares under the authority may be made prior to the
expiry of the authority, and concluded in whole or in part after
the expiry of the authority, and the Company may purchase
its ordinary shares in pursuance of any such contract. In 2025,
the Company did not seek to exercise any of the foregoing
powers and authorities.
Directors’ Report
76
evoke plc Annual Report & Accounts 2025
Directors’ Report continued
It further provides that the DS Trust will not solicit Group employees
without consent, that only independent directors can vote
on proposals to further amend the Amended Relationship
Agreement, that the DS Trust will consult the Company prior to
disposing of a significant number of shares in order to maintain
an orderly market and shall not disclose confidential information
unless required to do so by law or relevant regulation or having first
received the Company’s consent.
The Amended Relationship Agreement also includes restrictions
on the DS Trust’s power to appoint Directors and includes
obligations on the DS Trust to exercise its voting rights to ensure
that the majority of the Board, excluding the Chair, is independent.
The DS Trust can nominate a Non-Executive Director for
appointment to the Board. In the event that this right is exercised,
and it results in fewer than half the Board (excluding the Chair of
the Board) being Independent Directors, such appointment shall
only become effective upon the appointment to the Board of an
additional Independent Director acceptable to the Nominations
Committee. The DS Trust exercised this right in July 2022 and
Ori Shaked was appointed as a Non-Executive Director on 13
September 2022. In line with the UK Corporate Governance Code
and as required by the Company’s Memorandum & Articles of
Association (‘Articles’), Mr Shaked will retire at the 2026 Annual
General Meeting and offer himself for re-election.
Such restrictions and obligations apply in respect of the DS Trust
whilst it holds not less than 7.5% of the issued share capital of
the Company.
Relationship agreement
The Company is a party to a relationship agreement with, among
others, Salix Trust Company (BVI) Limited as trustee for Dalia
Shaked (‘DS Trust’) dated 14 September 2005 which was amended
on 16 July 2015 (the ‘Amended Relationship Agreement’). The
O Shaked Shares Trust and the Ben Yitzhak Family Shares Trust
(together with Dalia Shaked Bare Trust, the ‘Principal Shareholder
Trusts’) are also party to the Amended Relationship Agreement
but are no longer bound by certain material provisions since they
are no longer shareholders of the Company.
The Amended Relationship Agreement includes the following
provisions in respect of the independence of the Company
(in accordance with the UK Listing Rules) which provide that
DS Trust shall, and shall procure as far as it is legally able, that
its respective associates:
• conduct all transactions and relationships with evoke plc and
any member of the Group on an arm’s length basis and on a
normal commercial basis;
• not take any action which precludes or inhibits evoke plc,
or any member of the Group, from carrying on its business
independently of it;
• not take any action that would have the effect of preventing
the Company, or any member of the Group, from complying
with its obligations under the UK Listing Rules; and
• not propose or procure the proposal of any shareholder
resolution which is intended, or appears to be intended, to
circumvent any proper application of the UK Listing Rules.
Rights attaching to ordinary shares in the Company
The rights and obligations attaching to ordinary shares are set
out in the Articles.
Holders of Ordinary Shares are entitled to attend and speak at
general meetings, to appoint one or more proxies and to exercise
voting rights.
Holders of Ordinary Shares may receive a dividend and on
liquidation may share in the Company’s assets. Holders of
Ordinary Shares are entitled to receive the Annual Report.
Subject to meeting certain thresholds, holders of Ordinary
Shares may requisition a general meeting or the proposal of
resolutions at general meetings.
Restrictions on transfer of shares and limitations
on holdings
There are no restrictions on transfer or limitations on the holding
of Ordinary Shares other than under restrictions imposed by law
or regulation (for example, insider trading laws) or pursuant to the
Company’s share dealing code.
Shareholders’ agreements and consent requirements
There are no known shareholders’ agreements in force between
shareholders of the Company, and no known arrangements
under which financial rights are held by a person other than
the holder of the shares.
Confirmation of independence
The Board confirms that as of the date of this Annual Report, and
throughout 2025, the Company had no controlling shareholder.
Accordingly, the disclosure requirements relating to controlling
shareholders are not applicable.
Entities holding Company shares on
behalf of Group employees
At 31 December 2025, Virtual Share Services Limited (a wholly
owned subsidiary of the Company) held 1,503,200 Ordinary
Shares in its administrative capacity in connection with the evoke
plc Long Term Incentive Plan and Deferred Share Bonus Plan.
Substantial shareholdings
The Company has been notified of the following interests in 5% or more of its share capital under Disclosure Guidance and Transparency
Rules (DTR) Rule 5 of the UK Financial Conduct Authority:
Principal shareholders
Applicable
financial
instruments
% issued
share capital
Nature of
holding
As at 31 December 2025 (the last day of trading in 2025)
Dalia Shaked 86,283,534 19.17 Direct
Artemis Fund Managers Limited (UK) 57,348,989 12.74 Indirect
Parvus Asset Management LLP (UK) 44,584,872 9.90 Indirect
Hargreaves Lansdown 22,689,285 5.04 Indirect
Following 31 December 2025 to 31 March 2026 which is the
latest practicable date prior to publication of this Annual Report
Ironshield Capital Management LLP 27,337,248 6.07% Indirect
77
evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Directors’ Report continued
The Group carries out a comprehensive due diligence process
of potential high-risk business associates, which includes certain
government-related transactions and certain intermediaries. The
Group also clearly communicates its policy to its suppliers and
employees and carries out staff training on the topic.
During 2025, no instances of non-compliance with the policy
arose, and no fines, penalties or settlements were received or
entered into in connection with bribery and corruption matters.
We have also adopted a Political Involvement Policy, which is
publicly available on the corporate website. Under this policy,
we do not generally engage in political matters other than lawful
lobbying in connection with our business via our trade association,
the Betting and Gaming Council.
The Group was not involved in political matters and did not make
fiscal contributions to political parties.
Respecting local tax regimes and paying our fair share is a
fundamental responsibility of the Company to the communities
on which we rely. Further information on our wider contributions to
communities is included in our ESG and Sustainability Report. As a
Group our economic contribution is significant, including a total
tax contribution of £521m in 2025. The largest portion of this relates
to gaming duties payable across our regulated markets, and
employment taxes, principally in the UK.
These provisions include providing the Company, in the event
of a Shareholder Regulatory Event (as defined in the Articles),
with the right to:
a. suspend certain rights of its members who do
not comply with the provisions of the gaming
regulations (the Affected Members);
b. require such Affected Members to dispose
of their Ordinary Shares; and
c. subject to (b) above, dispose of the Ordinary
Shares of such Affected Members.
The Company considers that these rights are required in order
to mitigate the risk that an interest in Ordinary Shares held by a
particular person could lead to action being taken by a relevant
regulatory authority (as defined in the Articles) which in turn
could lead to the withdrawal of existing licences held by the
Group or the exclusion of being awarded further licences in
other jurisdictions that the Group seeks to pursue. This potential
regulatory authority action could therefore cause substantial
damage to the Group’s business or prospects.
Change of control
A change of control in the Company may, in the event of failure
to fulfil any applicable consent requirement, give rise to certain
revocation or termination rights under the Group’s gaming
licences or certain contracts to which Group companies are
a party.
Political involvement and anti-corruption activities
In accordance with its Political Involvement Policy which is
available on the corporate website, the Group did not make any
donations to any political party (including any non-EU political
party) or organisation or independent election candidate or incur
any political expenditure during the year.
Political involvement and anti-corruption activities
The Group has a zero-tolerance approach to bribery and
corruption and complies strictly with all relevant laws. The Group
has adopted an Anti-Bribery & Corruption Policy which applies to
all employees and is overseen by the Board. The policy includes
the Group’s rules with regard to the giving and receiving of gifts,
business hospitality and other payments, with particular focus on
transactions with government-related entities and intermediaries.
The policy can be read in full on the Group’s corporate website
and undergoes annual review.
The obligations of the parties to the Amended Relationship
Agreement are at all times subject to all relevant legal and
regulatory requirements and obligations of the parties thereto
in the United Kingdom, Gibraltar or elsewhere.
Requirements of gaming regulations
Many jurisdictions where the Group currently holds, or in the future
may secure a licence, require any person who acquires beneficial
ownership of more than a certain percentage (typically 5%,
and in some cases a smaller percentage) of the Company’s
securities, to report the acquisition to the gaming authorities and
apply for a finding of suitability. Many gaming authorities allow
an ‘institutional investor’ to apply for a waiver that allows such
institutional investor to acquire up to a certain percentage of
securities without applying for a finding of suitability, subject to
the fulfilment of certain conditions. In some jurisdictions, suitability
investigations may require extensive personal and financial
disclosure. The failure of any such individuals or entities to submit
to such background checks and provide the required disclosure
could jeopardise the Group’s eligibility for a required licence
or approval.
The criteria used by relevant regulatory authorities to make
determinations as to suitability of an applicant for licensure
varies from jurisdiction to jurisdiction, but generally require
the submission of detailed personal and financial information
followed by a thorough investigation. Gaming authorities have
very broad discretion in determining whether an applicant
(corporate or individual) qualifies for licensing or should be
found suitable.
Any person who is found unsuitable by a relevant gaming
authority may be prohibited by applicable gaming laws or
regulations from holding, directly or indirectly, the beneficial
ownership of any of the Company’s securities.
The Articles include provisions to ensure that the Company
has the required powers to continue to comply with applicable
gaming regulations.
78
evoke plc Annual Report & Accounts 2025
Directors’ Report continued
Auditors
A resolution for the reappointment of Ernst and Young LLP and
EY Limited, Gibraltar, (together, EY), as auditors of the Company
will be proposed at the 2026 Annual General Meeting.
The Company conducted a competitive tender process in
respect of auditor appointment in August 2023. Ernst and Young
LLP was reappointed as auditor for the purposes of the Company
preparing financial statements as required pursuant to the UK
Listing Rules and the DTRs. EY Limited, Gibraltar, which is approved
as a registered auditor under the Gibraltar Financial Services
Act 2019, is the statutory auditor of the Company including for
the purposes of issuing an audit report pursuant to the Gibraltar
Companies Act 2014.
Details of audit and non-audit fees charged by EY to the
Company are set out in note 5 to the financial statements.
Research and development activities
Having first-class customer value propositions is a key pillar of the
Group’s growth strategy, and as such, investment in research and
development is a critical area of focus for the Group.
Our mission is to delight players with world-class betting and
gaming experiences, and the Group places significant emphasis
on the development of best-in-class products that are easy to use
and offer personalised value. Further details of the outputs of
our research and development activities this year are set out on
pages 29 and 30.
Post-period events
On 31 March 2026, the Group announced the planned closure
of c.15% of its retail stores following a comprehensive review of
the retail estate and operating model that identified that parts of
the estate are no longer commercially viable. This followed the
closure of 68 shops in Q4 2025 that were identified as phase 1 of
the same programme. Whilst this is a non-adjusting post balance
sheet event, the combined programme is currently expected to
improve Adjusted EBITDA by £11m on a fully annualised basis with
c.£13m of associated cash costs of closure, £2m of which was
incurred in 2025 with the balance to be incurred in 2026.
On 20 April 2026, in response to media speculation the Group
announced that in connection with the ongoing strategic review,
it was in discussions with Bally’s Intralot S.A. regarding a possible
offer for the entire issued and to be issued share capital of the
Group at a price of 50p per share. At the date of this report
discussions remain ongoing.
Financial instruments
The group’s financial instruments include bank facilities, lease
arrangements, bonds, loans and derivates which are used to
manage interest rate and currency risks.
The principal objective of these instruments is to provide funding
for general corporate purposes and to manage financial risk.
Further details of these instruments are given in note 24 to the
consolidated financial statements.
Dividend policy
The Company’s policy, as stated in its IPO Prospectus, is to
distribute 50% of its adjusted profit after tax each year. On 7
April 2022 it was announced that the Board intends to suspend
dividends until such time that net leverage is at or below 3x.
During 2025, this threshold was not met and as such the
payment of a dividend will not be proposed at the 2026
Annual General Meeting.
Going concern and viability
The going concern and viability statements required to be
included in the Annual Report pursuant to the UK Corporate
Governance Code are on pages 15 and 17 respectively. The
material uncertainties related to going concern are set out on
page 16. Each of these disclosures is incorporated in this Directors’
Report by reference.
Principal subsidiary undertakings
The principal subsidiary undertakings are listed in note 31.
79
evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Directors’ Report continued
Undertakings are made to employees who raise genuinely held
concerns in good faith under the procedure that they will not be
dismissed or subject to any discrimination or victimisation as a
result of their action. Employees of the Group are regularly sent
reminders regarding the Whistleblowing Policy as part of general
refreshers of various Group policies.
Compliance with statutory provisions
As the Company is registered in Gibraltar, it is subject to
compliance with Gibraltar statutory requirements. The main
corporate legislation relevant to the Company in Gibraltar is the
Gibraltar Companies Act 2014. The Company is in full compliance
with the Gibraltar Companies Act.
Directors’ statement of responsibilities
The Directors are responsible for preparing the Annual Report and
the financial statements in accordance with applicable Gibraltar
law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law, the Directors
have elected to prepare the Group and parent company
financial statements in accordance with UK adopted international
accounting standards in conformity with the requirements of the
Gibraltar Companies Act 2014.
Under company law, the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and the Company and of
the profit or loss of the Group and the Company for that period.
Under the Financial Conduct Authority’s Disclosure Guidance
and Transparency Rules, Group financial statements are required
to be prepared in accordance with UK adopted international
accounting standards.
Whistleblowing policy
The Group’s Whistleblowing Policy sets out the overall
responsibility of the Board (through its Audit & Risk Committee)
for implementation of the policy, but notes that the Board
has delegated day-to-day responsibility for oversight and
implementation to the Group Fraud function with additional
oversight from the Group Legal and Compliance functions.
The policy provides that where an employee is not comfortable
making an identified disclosure in the standard manner (i.e. to his/
her respective direct line manager, another manager in his/her
subsidiary, the People department or the compliance manager),
disclosure can be made anonymously through a third party,
Navex, and reporters can either raise their case via online forms or
dedicated phone numbers.
Whilst employees are permitted to make disclosures anonymously,
disclosing employees are encouraged to reveal their identity
to the compliance officer in order to allow a full and proper
investigation to take place. Where a disclosing employee’s
identity is revealed, the Group will make its best effort, considering
the circumstances and applicable law, to preserve confidentiality
of such disclosure. The Board commits to investigating all
disclosures fully, fairly, quickly and, where circumstances
permit, confidentially.
Risk management and internal control
The Board is responsible for the Group’s risk management and
internal control framework and has carried out a continuous
review of its effectiveness during the year. Further details on the
work performed by the Audit & Risk Committee in support of that
review are set out in the Audit & Risk Committee Report on pages
55 to 62.
Employee engagement
The Board recognises that effective engagement with employees
is fundamental to the long-term success of the Group and is
committed to fostering an inclusive and supportive working
environment. A range of formal and informal mechanisms are
used to ensure that employee views are heard and considered.
These include monthly company-wide calls, during which
members of the Executive Committee provide updates on
business performance and strategy and respond directly to
employee questions. In addition, in 2025 the Group undertook
regular employee satisfaction surveys to gather feedback on
engagement, culture and working practices, with results reviewed
by management and used to inform actions and priorities. The
Group is committed to the fair treatment of disabled employees
and applicants, including in relation to recruitment, training,
career development and retention, and to making reasonable
adjustments where required to support employees in the
workplace. Further detail on the Group’s approach to employee
engagement and workforce matters is set out on pages 33 to 36.
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evoke plc Annual Report & Accounts 2025
Directors’ Report continued
In preparing these financial statements the Directors are
required to:
• select suitable accounting policies in accordance with IAS 8
Accounting Policies, Changes in Accounting Estimates and
Errors and then apply them consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
• provide additional disclosures when compliance with the
specific requirements in IFRSs is insufficient to enable users to
understand the impact of particular transactions, other events
and conditions on the Group and Company financial position
and financial performance;
• in respect of the Group financial statements, state whether
international accounting standards in conformity with the
requirements of the Gibraltar Companies Act 2014 and UK
adopted international accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements;
• in respect of the parent company financial statements,
state whether UK adopted international accounting standards
in conformity with the requirements of the Gibraltar Companies
Act 2014 have been followed, subject to any material
departures disclosed and explained in the financial
statements; and
• prepare the financial statements on the going concern basis
unless it is appropriate to presume that the Company and/or
the Group will not continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
and Group’s transactions and disclose with reasonable accuracy
at any time the financial position of the Company and the Group
and enable them to ensure that the Company and the Group
financial statements comply with the Gibraltar Companies
Act 2014.
They are also responsible for safeguarding the assets of the Group
and parent company and for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and corporate governance
statement that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company’s website.
Directors’ responsibility statement (DTR 4.1)
The Directors confirm, to the best of their knowledge:
• that the consolidated financial statements, prepared in
accordance with UK adopted international accounting
standards in conformity with the requirements of the Gibraltar
Companies Act 2014 and UK adopted international accounting
standards, give a true and fair view of the assets, liabilities,
financial position and profit of the parent company and
undertakings included in the consolidation taken as a whole;
• that the Annual Report, including the Strategic Report, includes
a fair review of the development and performance of the
business and the position of the Company and undertakings
included in the consolidation taken as a whole, together with
a description of the principal risks and uncertainties that they
face; and
• that they consider the Annual Report, taken as a whole, is fair,
balanced and understandable and provides the information
necessary for shareholders to assess the Company’s position,
performance, business model and strategy.
All of the current Directors have taken all the steps that they ought
to have taken as Directors to make themselves aware of any
information needed by the Company’s auditors for the purposes
of their audit, and to establish that the auditors are aware of that
information. The Directors are not aware of any relevant audit
information of which the auditors are unaware.
On behalf of the Board:
Mark Summerfield
Chair
29 April 2026
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evoke plc Annual Report & Accounts 2025
Strategic Report
Governance
Financial Statements
Supplementary Information
Overview
Opinion
In our opinion:
• evoke plc’s Group financial statements and Parent company financial statements (the “financial
statements”) give a true and fair view of the state of the Group’s and of the Parent company’s
affairs as at 31 December 2025 and of the Group’s loss for the year then ended;
• the Group and Parent company financial statements have been properly prepared in
accordance with UK adopted international accounting standards; and
• the financial statements have been prepared in accordance with the requirements of the
Gibraltar Companies Act 2014.
We have audited the financial statements of evoke plc (the ‘Parent company’) and its subsidiaries
(the ‘Group’) for the year ended 31 December 2025 which comprise:
Group Parent company
Consolidated Income Statement for the year
ended 31 December 2025
Company Statement of Financial Position
as at 31 December 2025
Consolidated Statement of Comprehensive
Income for the year then ended
31 December 2025
Company Statement of Changes in Equity
for the year then ended
Consolidated Statement of Financial Position
as at 31 December 2025
Company Statement of Cash Flows for the
year then ended
Consolidated Statement of Changes in Equity
for the year then ended
Related notes 1 to 9 to the financial statements,
including material accounting policy information
Consolidated Statement of Cash Flows for
the year then ended
Related notes 1 to 32 to the financial statements,
including material accounting policy information
The financial reporting framework that has been applied in their preparation is applicable law
and UK adopted international accounting standards and as regards the Group and Parent
company financial statements, as applied in accordance with the provisions of the Gibraltar
Companies Act 2014.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group and Parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s
Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group
or the Parent company and we remain independent of the Group and the Parent company in
conducting the audit. We confirm that there are appropriate safeguards in place and that we
remain independent.
Material uncertainties relating to going concern
We draw attention to note 1 in the financial statements, which describes the material uncertainties
that exist that may cast significant doubt on the Group’s and Parent company’s ability to continue as
a going concern. These material uncertainties arise following the announcement of the significant
increases to gaming duties payable in the UK Online segment that were effective from 1 April 2026,
and the resulting review of the Company's strategic options initiated by the Directors in December
2025. This review includes consideration of a range of potential alternatives to maximise shareholder
value, including, but not limited to a potential sale of the Group, or some of the Company's assets
and/or business units. The two material uncertainties are:
• Firstly, without being able to complete on one of these alternatives, the Group would need to
achieve a significant improvement in profitability in order to be able to refinance its $575m term
loan facility and €450m senior loan notes, both due in July 2028. This refinancing would need to
happen before the Group’s £200 million revolving credit facility becomes due in January 2028,
in order to extend the maturity of that revolving credit facility. Should the Group agree to sell a
material part of the Group to a buyer as part of its strategic review, until any sale is completed
and funds are received, this significant improvement in profitability would still be required in
case any sale does not complete as planned.
• Secondly, should a sale of the Group be agreed and complete as planned, there can be no
guarantee as to the intentions of the buyer for the Group post change of control and in respect of
the buyer’s ability to finance the ongoing business.
As stated in note 1, these events or conditions, along with the other matters as set out in note 1,
indicate that material uncertainties exist that may cast significant doubt on the Group’s and
Parent company’s ability to continue as a going concern. Our opinion is not modified in respect
of this matter.
We draw attention to the viability statement in the Annual Report and Accounts on page 17,
which indicates that an assumption to the statement of viability is the ability to execute one of
the alternatives considered in the strategic review or to improve profitability in order to refinance
the debt that matures in July 2028, before January 2028. The Directors consider that the material
uncertainties referred to in respect of going concern may cast significant doubt over the future
viability of the Group and Parent company should these events not complete. Our opinion is not
modified in respect of this matter.
Independent Auditor’s Report
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evoke plc Annual Report & Accounts 2025
In accordance with the terms of our engagement letter with the Company, in auditing the financial
statements, we have concluded that the directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the Group and Parent company’s ability to continue to adopt the going concern
basis of accounting included:
• We confirmed our understanding of evoke’s going concern assessment process, including how
principal and emerging risks are considered. We understood the review controls in place for the
going concern model, forecasting and management’s Board memoranda;
• We considered the appropriateness of the duration of the going concern assessment period
of 12 months to 30 April 2027 and considered the existence of any significant events or conditions
beyond this period, particularly the expiry of the £200 million revolving credit facility in January
2028 should the Group not refinance its July 2028 debt before then;
• We tested the arithmetic accuracy of management’s going concern model;
• We read the Group’s facility and syndication agreements, including inspecting the relevant
change of control clauses in those agreements, and recalculated the financial covenant relating
to the Group’s revolving credit facilities to check whether the £200 million revolving credit facility
remained available to the Group throughout the going concern period, under the base case
and downside scenarios;
• We understood the mechanism required for the Group to be able to activate the extension
clauses in its revolving credit facility agreement;
• We performed procedures to test the reasonableness of cash flow forecast assumptions, through
reconciliation to the budget approved by the Board, comparison with recent performance
and external benchmarking, as well as their consistency with other areas of the audit including
impairment assessments and direct and indirect tax provisions;
• We considered the various actions planned by management to increase profitability following
the announced increases to gaming duties in UK Online, including both revenue growth and
cost reduction initiatives and evaluated the risk associated with achieving the improvements
in the planned timeframe;
• We challenged the completeness and severity of management’s downside scenarios
and reverse stress testing, including to reflect the risks associated with executing the profit
improvement measures and whether the associated mitigating actions were realistic and
within management’s control;
• We performed an independent reverse stress test to determine the combination of revenue
shortfall and cost reduction under-delivery that would result in a breach of liquidity. In doing so,
we evaluated both the quantum of downside required and the historical and external evidence
regarding whether such outcomes were reasonably possible;
• We made enquiries of the Board of Directors and management as to the strategic review process,
the alternatives being considered, and understood the likelihood of the different potential
outcomes. Whilst there is no outcome of the strategic review process at the date of the approval of
these financial statements, we have considered the implications for the of the range of outcomes
taken into account by management when determining whether it is appropriate to prepare the
financial statements on a going concern basis. The possible outcomes include a sale of the Group,
a sale of some of the Group’s assets, or no agreement being reached;
• With support from our EY debt advisory specialists, we made enquiries of management and
management’s external advisers as to its current plans for refinancing the $575m term loan facility
and €450m senior loan notes, due in July 2028. This would need to happen before January 2028 in
order to extend the £200 million revolving credit facility beyond this date. These enquiries included
understanding perceived lender appetite to refinance the debt and the level of profitability that
lenders would reasonably expect before a refinancing was realistic; and
• We assessed the appropriateness of disclosures in the Annual Report and Accounts by comparing
the disclosures against the requirements under UK adopted international accounting standards,
as well as considering whether the disclosures were consistent with those included in the viability
statement.
Key observations
• The directors’ assessment forecasts that in its base case and mitigated downside scenario,
the Group will maintain sufficient liquidity throughout the 12 month going concern assessment
period to 30 April 2027. This includes the utilisation of the Group’s £200 million revolving credit
facility, £119 million of which was drawn at 31 December 2025;
• The reverse stress test performed by management, and independently assessed by us, indicates
that an EBITDA decline of approximately 29% would be required for a breach in liquidity. The
directors consider the likelihood of this occurring within the 12-month going concern period to
be remote;
• The base case relies on significant profit improvement actions, a number of which are already
underway. However, significant further actions are required beyond the going concern period in
order to achieve the level of profitability required to refinance the debt due in July 2028, before
the £200 million revolving credit facility falls due in January 2028. The directors consider that these
actions, only some of which are within management’s control, are challenging to execute;
• Should the Group not be able to refinance the $575m term loan facility and €450m senior loan
notes due in July 2028 before January 2028, the £200 million revolving credit facility would become
payable and the Directors would need to negotiate an extension to that revolving credit facility
with its existing lenders or an alternative source of financing;
Independent Auditor’s Report continued
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evoke plc Annual Report & Accounts 2025
Strategic Report
Financial Statements
Supplementary Information
Overview
Governance
• The strategic review process was initiated following the announcement of significant gaming
duty increases in the UK Online segment and has not yet resulted in any formal outcome. A sale
of the Group remains a possibility and whilst the Directors would expect to receive assurances
over any bidder’s ability to finance the Group, uncertainties would arise from the change of
control clauses in the Group’s debt arrangements, the Directors’ lack of visibility of any buyer’s
ability to finance the ongoing business and its intentions for the Group post-change of control.
A sale of assets also remains a possibility, and whilst the Directors would expect cash to be realised,
resulting in the ability to repay the revolving credit facility and some of the remainder of the
Group’s debt, as with any corporate transaction there would be uncertainty as to whether it would
complete as intended. Should any asset sale not complete or no agreement to sell the Group or
assets be agreed, the uncertainties in relation to the debt refinancing described above would
remain relevant.
Going concern has also been determined to be a key audit matter.
In relation to the Group and Parent Company’s reporting on how they have applied the UK
Corporate Governance Code, we have nothing material to add or draw attention to in relation to:
• The directors’ statement in the financial statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting; and
• The directors' identification in the financial statements of the material uncertainties related to
the entity’s ability to continue as a going concern over a period to 30 April 2027.
Our responsibilities, and those of the directors, in respect of going concern are described in
the relevant sections of this report. However, as future events or conditions cannot be predicted
with certainty, this statement does not constitute a guarantee that the Group will continue as a
going concern.
Overview of our audit approach
Audit scope • We performed an audit of the complete financial information of six
components and audit procedures on specific balances for a further
15 components.
Key audit matters • Going concern
Audit scope • Impairment of goodwill and other non-current assets
• Revenue recognition
• Provisions for uncertain tax positions
Materiality • Overall Group materiality of £7.0m which represents 2% of Adjusted
EBITDA (as defined below in “Our application of materiality” section).
An overview of the scope of the Parent company and Group audits
Tailoring the scope
We have followed a risk-based approach when developing our audit approach to obtain sufficient
appropriate audit evidence on which to base our audit opinion. We performed risk assessment
procedures, with input from our component auditors, to identify and assess risks of material
misstatement of the Group financial statements and identified significant accounts and disclosures.
When identifying components at which audit work needed to be performed to respond to the
identified risks of material misstatement of the Group financial statements, we considered our
understanding of the Group and its business environment, the potential impact of climate change,
the applicable financial framework, the Group’s system of internal control at the entity level, the
existence of centralised processes, applications and any relevant internal audit results.
We determined that centralised audit procedures could be performed in the following audit
areas: regulatory and legal risk; revenue; and impairment of goodwill and other non-current assets.
With regard to revenue, the Group audit team performed procedures over 93% of revenue with
component teams performing audit procedures over the remaining 7%.
We then identified 17 components as individually relevant to the Group due to either relevant
events and conditions underlying the identified risks of material misstatement of the Group
financial statements being associated with the reporting components, a pervasive risk of material
misstatement of the Group financial statements, a significant risk or an area of higher assessed risk
of material misstatement of the Group financial statements being associated with the components.
We also identified six of these components of the Group as individually relevant due to materiality
or financial size of the component relative to the Group.
For those individually relevant components, we identified the significant accounts where audit
work needed to be performed at these components by applying professional judgement, having
considered the Group significant accounts on which centralised procedures will be performed, the
reasons for identifying the financial reporting component as an individually relevant component and
the size of the component’s account balance relative to the Group significant financial statement
account balance.
We then considered whether the remaining Group significant account balances not yet subject
to audit procedures, in aggregate, could give rise to a risk of material misstatement of the Group
financial statements. We selected four components of the Group to include in our audit scope to
address these risks.
Having identified the components for which work will be performed, we determined the scope to
assign to each component.
Of the 21 components selected, we designed and performed audit procedures on the entire
financial information of six components (“full scope components”). For 15 components, we designed
and performed audit procedures on specific significant financial statement account balances or
disclosures of the financial information of the component (“specific scope components”).
Our scoping to address the risk of material misstatement for each key audit matter is set out in the
Key audit matters section of our report.
Independent Auditor’s Report continued
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evoke plc Annual Report & Accounts 2025
Changes from the prior year
In the current year we increased the number of full scope components across the Group, having
reassessed how the Group is disaggregated into individual components. This did not have a
significant effect on either our coverage of risks or relative coverage of significant account balances.
Involvement with component teams
In establishing our overall approach to the Group audit, we determined the type of work that
needed to be undertaken at each of the components by us, as the Group audit team, or by
component auditors operating under our instruction. Of the six full scope components and 15
specific scope components, audit procedures were performed on five full scope and 12 specific
scope components directly by the Group audit team in London and Gibraltar. For the remaining
one full scope component and three specific scope components, where the work was performed
by component auditors in Gibraltar, Malta and Romania, we determined the appropriate level of
involvement to enable us to determine that sufficient audit evidence had been obtained as a basis
for our opinion on the Group as a whole.
The Group audit team continued to follow a programme of planned visits that has been designed
to ensure that the Non-Statutory Auditor, the Statutory Auditor and other Group partners visited full
scope and specific scope locations. During the current year audit cycle, visits were undertaken
by the Group audit team to the component teams in Gibraltar, Malta and Romania, and the
Statutory Auditor (also the partner leading the Gibraltar component team) visited the Group audit
team in London. These visits involved the Group audit team discussing the audit approach with
the component team and any issues arising from their work, meeting with local management and
reviewing relevant audit working papers on risk areas. The Group audit team interacted regularly
with the component teams where appropriate during various stages of the audit, reviewed relevant
working papers and were responsible for the scope and direction of the audit process. Where
relevant, the section on key audit matters details the level of involvement we had with component
auditors to enable us to determine that sufficient audit evidence had been obtained as a basis for
our opinion on the Group as a whole.
Members of the Group audit team also visited the Group’s finance shared services centre in Manila
following the continued transition of various finance processes to this location during the year. This
visit was designed to obtain an understanding of the processes being performed, to meet with
members of management and to meet with local Manila-based audit team members, who are
considered to be part of the group audit team and performed audit procedures related to payroll.
This, together with the additional procedures performed at Group level, gave us appropriate
evidence for our opinion on the Group financial statements.
Climate change
Stakeholders are increasingly interested in how climate change will impact evoke plc. The Group
has determined that the most significant future impacts from climate change on its operations will
be from coastal flooding due to sea level rise (with a safety and infrastructure impact on people,
offices and retail shops); the increased frequency and severity of extreme weather events globally;
temporary increases to the cost of living during the transition to low-carbon technologies (with
an impact on customers’ disposable income); and legislation introduced to place a ban on fossil
fuel use for fuel and energy generation and introduction of legislation to favour renewable energy
generation (with an impact on energy costs and energy security). These are explained on pages
149 to 150 in the required Task Force On Climate-Related Financial Disclosures and on pages 22 to
26 in the principal risks and uncertainties. The Group has also explained its climate commitments on
pages 37 to 40. All of these disclosures form part of the “Other information,” rather than the audited
financial statements. Our procedures on these unaudited disclosures therefore consisted solely of
considering whether they are materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appear to be materially misstated,
in line with our responsibilities on “Other information”.
In planning and performing our audit we assessed the potential impacts of climate change on the
Group’s business and any consequential material impact on its financial statements.
The Group has explained on page 98 its articulation of how climate change has been reflected in
the financial statements including how this aligns with its commitment to achieve net zero emissions
on the full value chain by 2035. There are no significant judgements or estimates relating to climate
change in the financial statements.
Our audit effort in considering the impact of climate change on the financial statements was
focused on evaluating management’s assessment of the impact of climate risk, physical and
transition, its climate commitments, the effects of material climate risks disclosed on pages 149
and 150 and the significant judgements and estimates disclosed in note 1 and whether these
have been appropriately reflected in asset values and associated disclosures where values
are determined through modelling future cash flows, being the impairment tests of the Retail,
UK&I Online and International Online groups of cash generating units.
We also challenged the Directors’ considerations of climate change risks in their assessment of
going concern and viability and associated disclosures. Where considerations of climate change
were relevant to our assessment of going concern, these are described above. Based on our work
we have not identified the impact of climate change on the financial statements to be a key audit
matter or to impact a key audit matter.
Independent Auditor’s Report continued
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evoke plc Annual Report & Accounts 2025
Strategic Report
Financial Statements
Supplementary Information
Overview
Governance
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks
of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit;
and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a
separate opinion on these matters.
Risk Our response to the risk
Key observations communicated
to the Audit & Risk Committee
Impairment of goodwill and
other non-current assets
As at 31 December 2025 the Group
had goodwill of £393.0 million
(2024: £763.3 million) relating to the
acquisition of the William Hill Group
in 2022.
There is a risk that this goodwill, (in
particular in Retail and UK&I Online)
is not supported by either the future
cash flows each business is expected
to generate or their fair value less costs
of disposal, resulting in an impairment
charge that has not been recognised
by management.
Our significant risk was focused on:
• The UK&I Online CGU (31 December
2025 goodwill of £87 million,
following an impairment of £271
million), due to the significant
increases in UK gaming duties
announced by the UK government
in November 2025; and
• the Retail group of CGUs (31
December 2025 goodwill of £nil,
following an impairment of £169
million, including against other
non-current assets), due to the
challenging trading environment
and a previous sensitivity to changes
in assumptions with low headroom in
that group of CGUs in previous years.
Refer to the significant accounting
policies (note 1 on pages 99 to 102);
and note 12 Goodwill and other
intangibles to the Consolidated
Financial Statements (pages
113 a nd 114).
• We obtained an understanding of the process and evaluated the design effectiveness of management’s controls around
impairment of goodwill. This included consideration of management’s completeness and accuracy of data and assumptions
used in the impairment assessments;
• We assessed management’s modelling for clerical accuracy and consistency with IAS 36, as well as reconciling the asset base
to the Group’s underlying records, including corresponding deferred tax liabilities;
• We agreed the forecasts to Board approved budgets and checked for consistency with other forecasts used management,
including in its going concern assessment;
• We challenged management’s modelling assumptions (particularly in respect of forecast short and long-term revenue growth
rates, corporate cost allocation, the ability to deliver cost-reduction initiatives and discount rates) by comparing inputs to
past performance, current trading conditions, board approved forecasts, external benchmarks (including analyst reports),
competitor performance and searched for external information that may be contrary to management’s assessment;
• We challenged management on the consistency of the impairment models with external data and other information
we obtained as part of our audit, including the information arising in the group’s strategic review, the Group’s market
capitalisation and our work on going concern;
• We involved EY valuation specialists to support our assessment of the discount rates used in each value in use calculation by
performing an independent calculation of a range of acceptable discount rates and comparing this with the rates utilised
by the Group;
• We performed sensitivity analysis and reverse stress testing, by sensitising key inputs such as short- and long-term growth rates,
corporate cost allocations, cost-reduction savings and the discount rate to stress test management’s modelling;
• We challenged the adequacy of the sensitivity disclosures in note 12 of the consolidated financial statements by comparing
the disclosures against the requirements under IAS 36.
These procedures were performed for both the Retail group of CGUs and the UK&I Online CGU.
The Group audit team performed all audit procedures over the risk, which covered 100% of the balance sheet amount.
Based on our audit
procedures, including our own
independently developed
ranges and sensitivities
applied, we are satisfied
that the impairment charges
recognised appropriately
reflect the outcome of
our challenge and the
underlying economic
conditions facing the Retail
and UK&I Online segments.
The impairment charges
have also been allocated
appropriately to goodwill and
other non-current assets in line
with the requirements of IAS 36.
Independent Auditor’s Report continued
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Independent Auditor’s Report continued
Risk Our response to the risk
Key observations communicated
to the Audit & Risk Committee
Revenue recognition
The Group recognised revenue
of £1,781.9 million in 2025 (2024:
£1,754.5 million).
The Group’s revenue recognition
process for material revenue streams
is highly dependent on the Group’s
complex gaming systems and gaming
servers, which process a high volume
of low value transactions. Systematic
errors in revenue recognition, via
calculations or interfacing errors, could
result in incorrect reporting of revenue.
There is a further risk that management
may override operational controls in
respect of revenue recognition via
manual topside adjustments leading
to revenue being overstated in order to
meet market expectations.
Refer to the material accounting
policies (note 1 on page 100); and
note 2 Segmental information to the
Consolidated Financial Statements
(pages 105 and 106).
The Group audit team performed all audit procedures over the risk, which covered 100% of the balance sheet amount.
• We obtained an understanding and evaluated the design effectiveness of management’s controls over revenue and
performed testing of the IT general control environment.
In relation to the risk over management override we performed the following procedures:
• Used data analytic tools to identify revenue related manual journals posted to the general ledger and traced these back to
source systems or other corroborative evidence. We obtained and evaluated underlying source documentation to test the
existence and accuracy of the postings, including those journals we considered to be unusual in nature.
In relation to the risk over systematic errors in calculations or interfacing we performed the following procedures:
• For certain IT systems we tested the IT general control environment;
• Performed a correlation analysis between revenue and cash receipts to confirm that in aggregate, the revenues recognised
were equivalent to the cash receipts adjusted for known timing differences;
• Applied IT-based auditing techniques to test manual reconciliations between the Group’s gaming revenue and cash;
• Performed transaction testing for each revenue stream to test the interface between gaming servers, production systems and
cash processing system;
• Performed detailed substantive testing on a sample of revenue transactions, including validation of bets/wins, deposits/
withdrawals and aggregated cash receipts from payment service providers and shops;
• Performed computer assisted audit techniques to search for other material manual adjustments to revenue and audited
the fair value of bet positions;
• Obtained and reviewed third party assurance reports, which provided independent assurance over the Company’s processes
and controls over the development and maintenance of games and their underlying algorithms; and
• Searched for contradictory evidence for indicators of gaming system error and manipulation by inspecting whistleblower
reports, reviewing correspondence with regulators and reviewing customer complaints.
We also assessed the appropriateness of the disclosures in note 1 and 2 of the consolidated financial statements by comparing
the disclosures against the requirements under UK adopted international accounting standards.
The Group audit team performed audit procedures over 93% of revenue with component teams performing audit procedures
over the remaining 7%.
Based on the procedures
performed, including those in
respect of manual adjustments
to revenue, we did not identify
any evidence of material
misstatement in the revenue
recognised in the year ended
31 December 2025.
Provisions for uncertain tax positions
The Group has a complex operating
model and operates in a number
of tax jurisdictions, resulting in
complexities in the payment of and
accounting for tax, particularly in
relation to transfer pricing (‘TP’).
The Group faces a risk that material tax
exposures may not be appropriately
provided or disclosed in the financial
statements.
Refer to the significant accounting
policies (note 1 on pages 99 to
101); and note 9 Taxation to the
Consolidated Financial Statements
(p a g e s 111 a n d 112).
• We obtained an understanding of the Group’s processes and related controls to confirm our understanding of how the
Group identifies and mitigates taxation risks;
• We obtained and read the Group’s TP policy to help our understanding of its international tax strategy and operating model;
• We understood changes to the Group’s structure in the year from a transfer pricing perspective and obtained management’s
assessment of the transfer pricing impact across the Group;
• We assessed management’s analysis for completeness with reference to board minutes and inquires with the Group tax
function and correspondence with tax authorities.
• Obtained and read relevant third-party tax advice and studies obtained by the Group and related correspondence with
the relevant tax authorities; and
• With support from our international tax and transfer pricing specialists, discussed management’s interpretation and
application of relevant tax law and formed our own view in relation to potential provisions and contingent liabilities for
uncertain tax positions.
The Group audit team performed all audit procedures over the risk, which covered 100% of the balance sheet amount.
Based on the procedures
performed, we are satisfied
that the provision recorded for
uncertain tax positions is within
an acceptable range, and
the prior year restatement
and disclosures included in
the financial statements
are appropriate.
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evoke plc Annual Report & Accounts 2025
Strategic Report
Financial Statements
Supplementary Information
Overview
Governance
Independent Auditor’s Report continued
These Key Audit Matters are consistent with those included in our prior year auditor’s report, except
for the addition of the provision for uncertain tax positions and going concern key audit matters. The
provision for uncertain tax positions key audit matter reflects a growing complexity in the Group’s
intragroup financing structure and the going concern key audit matter reflects the strategic review
initiated by the Board of Directors in December 2025, following the announcement of additional
gaming duties in the UK Online business.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect
of identified misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could
reasonably be expected to influence the economic decisions of the users of the financial statements.
Materiality provides a basis for determining the nature and extent of our audit procedures.
We determined materiality for the Group to be £7.0 million (2024: £6.0 million), which is 2% (2024: 2%)
of Adjusted EBITDA. We believe that Adjusted EBITDA provides us with the most relevant performance
measure to the stakeholders of the Group, given the prominence of this metric throughout the
Annual Report and consolidated financial statements and its alignment to investor presentations,
profit metrics focused on by analysts and its alignment to the management remuneration metrics.
We determined materiality for the Parent company to be £2.9 million (2024: £4.0 million), which is 2%
(2024: 2%) of Equity.
Starting
basis
• Adjusted EBITDA of £356.2 million
Materiality
• Materiality of £7.0 million (2024: £6.0 million),
representing 2% of Adjusted EBITDA
We reassessed initial materiality to reflect the Group’s final Adjusted EBITDA and revised our
materiality downwards from £7.3m to £7.0m. For the Parent company, we reassessed initial
materiality to reflect the Parent company’s final Equity and concluded that our initial assessment
remained appropriate.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount
to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control
environment, our judgement was that performance materiality was 50% (2024: 50%) of our planning
materiality, namely £3.5 million (2024: £3.0 million). We have set performance materiality at the same
percentage as 2024 given our assessment of risk arising from the extent of ongoing change within
the Group, including in its operations and its management, resulting in our expectation that there is a
higher likelihood of misstatements occurring in the financial statements.
Audit work was undertaken at component locations for the purpose of responding to the assessed
risks of material misstatement of the Group financial statements. The performance materiality set for
each component is based on the relative scale and risk of the component to the Group as a whole
and our assessment of the risk of misstatement at that component. In the current year, the range of
performance materiality allocated to components was £0.4 million to £2.0 million (2024: £0.3 million
to £1.8 million).
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit & Risk Committee that we would report to them all uncorrected audit
differences in excess of £0.35 million (2024: £0.30 million), which is set at 5% of planning materiality, as
well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality
discussed above and in light of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the annual report set out on pages
1 to 81 and pages 145 to 159, including the Strategic Report, the Directors’ Report and the Corporate
Governance Report, other than the financial statements and our auditor’s report thereon. The
directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to
the extent otherwise explicitly stated in this report, we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained in
the course of the audit, or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements themselves. If, based on the work
we have performed, we conclude that there is a material misstatement of the other information,
we are required to report that fact.
We have nothing to report in this regard.
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evoke plc Annual Report & Accounts 2025
Independent Auditor’s Report continued
Opinions on other matters prescribed by the Gibraltar Companies Act 2014
In our opinion the information given in the Directors’ Report for the financial year for which the
financial statements are prepared is consistent with the financial statements and has been properly
prepared in accordance with the Gibraltar Companies Act 2014 Act.
Opinions on other matters in accordance with the terms
of our engagement letter with the Company
In our opinion, based on the work undertaken in the course of the audit:
• the part of the directors’ remuneration report to be audited has been properly prepared in
accordance with the basis of preparation.
• the information given in the strategic report for the financial year for which the financial statements
are prepared is consistent with the financial statements and that report has been prepared in
accordance with the basis of preparation;
Matters on which we are required to report by exception as
prescribed by the Gibraltar Companies Act 2014
In the light of the knowledge and understanding of the Group and the Parent company and
its environment obtained in the course of the audit, we have nothing to report in respect of the
following matters:
• We have identified material misstatements in the Directors’ Report; and
• We have not received all the information and explanations we required for our audit.
Matters on which we are required to report by exception in accordance
with the terms of our engagement letter with the Company
In the light of our knowledge and understanding of the Group and the Parent company and
its environment obtained in the course of the audit. We have nothing to report in respect of the
following matters:
• We have identified material misstatements in the strategic report;
• Adequate accounting records have not been kept by the Parent company;
• Parent company financial statements and the audited Directors’ Remuneration Report
are not in agreement with the accounting records and returns; and
• Disclosures of directors’ remuneration specified by law are not appropriately made.
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability
and that part of the Corporate Governance Statement relating to the Group and company’s
compliance with the provisions of the UK Corporate Governance Code specified for our review
by the UK Listing Rules.
Aside from the impact of the matters disclosed in the material uncertainties related to going concern
section, based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the Corporate Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit:
• Directors’ statement with regards to the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out on page 79;
• Directors’ explanation as to its assessment of the company’s prospects, the period this assessment
covers and why the period is appropriate set out on page 17;
• Directors’ statement on whether it has a reasonable expectation that the Group will be able to
continue in operation and meets its liabilities set out on page 15 and 16;
• Directors’ statement on fair, balanced and understandable set out on page 81;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks
set out on page 17;
• The section of the annual report that describes the review of effectiveness of risk management and
internal control systems set out on page 79 and 80; and
• The section describing the work of the Audit & Risk Committee set out on pages 55 to 62.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page pages 80 and
81, the directors are responsible for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group and
Parent company’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless the directors either intend
to liquidate the Group or the Parent company or to cease operations, or have no realistic alternative
but to do so.
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evoke plc Annual Report & Accounts 2025
Strategic Report
Financial Statements
Supplementary Information
Overview
Governance
Independent Auditor’s Report continued
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance but is not
a guarantee that an audit conducted in accordance with ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities,
including fraud
In accordance with the terms of our engagement letter we have agreed to provide an explanation
as to what extent the audit was considered capable of detecting irregularities, including fraud.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud.
The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting
one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion. The extent to which our procedures are capable
of detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those
charged with governance of the Company and management.
• We obtained an understanding of the legal and regulatory frameworks that are applicable to the
Group and determined that the most significant are those related to gambling regulations and
related gaming and indirect taxes in different countries where the Group is operating, including
the UK, Spain, Gibraltar, Malta, Italy, Romania, Austria and other countries, those related to relevant
tax compliance regulations in the UK, Gibraltar, Malta, Spain, Romania and Israel and related to
the financial reporting framework (UK adopted international accounting standards, UK Corporate
Governance Code, Gibraltar Companies Act 2014, the Listing Rules of the London Stock Exchange
and the Bribery Act 2010);
• We understood how evoke plc is complying with those frameworks by making enquiries of
management and the Company’s external legal and tax advisers. We corroborated our
enquiries through our review of board minutes, discussion with the Audit & Risk Committee
and any correspondence with regulatory bodies and tax authorities, and our audit procedures
in respect of “Regulatory and legal risk” (as described above);
• We assessed the susceptibility of the Group’s financial statements to material misstatement,
including how fraud might occur by meeting with management to understand where they
considered there was susceptibility to fraud, including in respect of revenue recognition. We also
considered performance targets and their influence on efforts made by management to manage
earnings or influence the perceptions of analysts. Where this risk was considered to be higher, we
performed audit procedures to address each identified fraud risk. These procedures included
testing journal entries where we engaged EY forensic accounting specialists to identify journals
for testing based on risk indicators;
• Based on this understanding we designed our audit procedures to identify non-compliance with
such laws and regulations, including anti-money laundering. The Group operates in the gaming
industry which is a highly regulated environment and our procedures involved audit procedures
in relation to legal and regulatory matters, as well as review of board minutes to identify non-
compliance with such laws and regulations, review of reporting to the Audit & Risk Committee
on compliance with regulations and enquiries of management and the Group’s external legal
counsel and tax advisors;
• In respect of the UK, Gibraltar, Malta and Romania component teams, any instances of non-
compliance with laws and regulations were addressed with management by the Group audit
team; and
• The Non-Statutory Auditor and the Statutory Auditor assessed and was satisfied that the
engagement team collectively had the appropriate competence and capabilities to identify or
recognise non-compliance with laws and regulations in the gaming industry, and details of those
matters about non-compliance with laws and regulations and fraud that were communicated to
the engagement team.
A further description of our responsibilities for the audit of the financial statements is located on
the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Other matters we are required to address
• We were appointed by the Company on 30 June 2014 to audit the financial statements for the year
ending 31 December 2014 and subsequent financial periods. The period of total uninterrupted
engagement including previous renewals and reappointments is 12 years, covering the years
ended 31 December 2014 to 31 December 2025.
Our audit engagement letter was refreshed on 9 April 2026. The non-audit services prohibited by
the FRC’s Ethical Standard were not provided to the Group or the Parent company and we remain
independent of the Group and the Parent company in conducting the audit.
• The audit opinion is consistent with the additional report to the Audit & Risk Committee.
Use of our report
This report, including the opinion, has been prepared for and only for the Company’s members as
a body in accordance with Section 257 of the Gibraltar Companies Act 2014 and our engagement
letter dated 9 April 2026 and for no other purpose. We do not, in giving these opinions, accept or
assume responsibility for any other purpose or to any other person to whom this report is shown or
into whose hands it may come save where expressly agreed by our prior consent in writing.
Jon Killingley Dale Cruz
(Non-Statutory Auditor) (Statutory Auditor)
For and on behalf of Ernst & Young LLP For and on behalf of EY Limited, Registered Auditors
London Gibraltar
30 April 2026 30 April 2026
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evoke plc Annual Report & Accounts 2025
Consolidated Income Statement
For the year ended 31 December 2025
Consolidated Statement of Comprehensive Income
| 2024 | |||
| 2025 | £m | ||
| Note | £m | (restated) | |
Revenue | 2 | ||
Gaming duties | ( | ( | |
Other cost of sales | ( | ( | |
Cost of sales | ( | ( | |
Gross profit | |||
Marketing expenses | ( | ( | |
Operating expenses | ( | ( | |
| Share of post-tax profit/(loss) of equity accounted | |||
associate | 4,14 | ( | |
Exceptional items – impairment | 3 | ( | |
Exceptional items – operating expenses | 3 | ( | ( |
Operating loss | 5 | ( | ( |
Adjusted EBITDA 1 | |||
Exceptional items – impairment | 3 | ( | |
Exceptional items – operating expenses | 3 | ( | ( |
Fair value losses on financial assets | 24 | ( | |
Foreign exchange (loss)/gain | ( | ||
Share benefit charge | 27 | ( | ( |
Depreciation and amortisation | 12,13 | ( | ( |
Operating loss | 5 | ( | ( |
Finance income | 7 | ||
Finance expenses | 8 | ( | ( |
Loss before tax | ( | ( | |
Taxation credit/(charge) | 9 | ( | |
Loss after tax | ( | ( | |
| Attributable to: | |||
Equity holders of the parent | ( | ( | |
Non-controlling interests | ( | ||
Loss for the period | ( | ( | |
| Loss per share | |||
Basic (pence) | 10 | ( | ( |
Diluted (pence) | 10 | ( | ( |
The 2024 comparatives have been restated to reflect prior period adjustments (see note 1).
1. Adjusted EBITDA is an Alternative Performance Measure (APM) which does not have an IFRS standardised
meaning. Refer to Appendix 1 – Alternative Performance Measures for further detail.
| 2024 | |||
| 2025 | £m | ||
| Note | £m | (restated) | |
| Loss for the year | |||
| Items that may be reclassified subsequently to profit or loss | |||
(net of tax) | ( | ( | |
Exchange differences on translation of foreign operations | ( | ||
Movement in hedging reserves | 24 | ||
| Items that will not be reclassified to profit or loss (net of tax) | |||
Remeasurement of severance pay liability | 6 | ( | |
Actuarial remeasurement in defined benefit pension scheme | 28 | ||
Total other comprehensive income for the year | |||
Total comprehensive loss for the year | ( | ( | |
Total comprehensive loss for the year attributable to equity holders of the Parent | ( | ( | |
Total comprehensive loss for the year attributable to non-controlling interests | ( |
The 2024 comparatives have been restated to reflect prior period adjustments (see note 1).
The notes on pages 95 to 138 form part of these consolidated financial statements.
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evoke plc Annual Report & Accounts 2025
Strategic Report
Financial Statements
Supplementary Information
Overview
Governance
Consolidated Statement of Financial Position
At 31 December 2025
| 2024 | 2023 | |||
| 2025 | £m | £m | ||
| Note | £m | (restated) | (restated) | |
| Assets | ||||
| Non-current assets | ||||
Goodwill and other intangible assets | 12 | |||
Right-of-use assets | 13 | |||
Property, plant and equipment | 13 | |||
Investment in sublease | ||||
Investments in associates | 14 | |||
Non-current prepayments | 18 | |||
Derivative financial instruments | 24 | |||
Deferred tax assets | 25 | |||
| Current assets | ||||
Cash and cash equivalents 1 | 19 | |||
Trade and other receivables | 18 | |||
Income tax receivable | ||||
Derivative financial instruments | 24 | |||
Assets held for sale | 16 | |||
Total assets | ||||
| Equity and liabilities | ||||
Share capital | 26 | |||
Share premium | ||||
Treasury shares | ( | ( | ( | |
Foreign currency translation reserve | ( | |||
Hedging reserves | ( | ( | ( | |
Retained earnings | ( | ( | ( | |
| Total equity attributable to equity holders | ||||
of the parent | ( | ( | ||
Non-controlling interests | ||||
Total equity | ( | ( |
| 2024 | 2023 | |||
| 2025 | £m | £m | ||
| Note | £m | (restated) | (restated) | |
| Liabilities | ||||
| Non-current liabilities | ||||
Borrowings | 22 | |||
Severance pay liability | 6 | |||
Provisions | 21 | |||
Deferred tax liability | 25 | |||
Derivative financial instruments | 24 | |||
Lease liabilities | 17 | |||
| Current liabilities | ||||
Borrowings | 22 | |||
Trade and other payables | 20 | |||
Provisions | 21 | |||
Derivative financial instruments | 24 | |||
Income tax payable | 9 | |||
Lease liabilities | 17 | |||
Customer deposits | 20 | |||
Total equity and liabilities |
The 2024 and 2023 comparatives have been restated to reflect prior period adjustments (see note 1).
1. Cash and cash equivalents includes customer deposits of £102.9 m (2024: £118.3 m) which represent bank
deposits matched by customer liabilities of an equal value. Cash and cash equivalents excludes restricted
short-term deposits of £3 3 . 0 m which are presented in Trade and other receivables (2024: £16.5 m).
The notes on pages 95 to 138 form part of these consolidated financial statements.
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evoke plc Annual Report & Accounts 2025
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
| Foreign | ||||||||
| currency | Non- | |||||||
| Share | Share | Treasury | translation | Hedging | Retained | controlling | ||
| capital | premium | shares | reserve | reserve | earnings | interests | Total | |
| £m | £m | £m | £m | £m | £m | £m | £m | |
Balance at 1 January 2024 (as reported) | ( | ( | ( | |||||
Prior year restatement | ( | ( | ||||||
Balance at 1 January 2024 (as restated) | ( | ( | ( | |||||
Loss after tax for the year (restated) | ( | ( | ||||||
Other comprehensive (expense)/income for the year | ( | |||||||
Total comprehensive expense (restated) | ( | ( | ( | |||||
Romania acquisition (note 15) (restated) | ||||||||
Equity settled share benefit charge (note 27) | ||||||||
Balance at 31 December 2024 (restated) | ( | ( | ( | ( | ( | |||
Loss after tax for the year | ( | ( | ( | |||||
Other comprehensive income for the year | ||||||||
Total comprehensive expense | ( | ( | ( | |||||
Equity settled share benefit charge (note 27) | ||||||||
Balance at 31 December 2025 | ( | ( | ( | ( |
The 2024 comparatives have been restated to reflect prior period adjustments (see note 1).
The following describes the nature and purpose of each reserve within equity.
Share capital – represents the nominal value of shares allotted, called-up and fully paid.
Share premium – represents the amount subscribed for share capital in excess of nominal value.
Treasury shares – represents reacquired own equity instruments. Treasury shares are recognised at cost and deducted from equity.
Foreign currency translation reserve – represents exchange differences arising from the translation of all Group entities that have functional currency different from Pounds Sterling.
Hedging reserve – represents changes in the fair value of derivative financial instruments designed in a hedging relationship.
Retained earnings – represents the cumulative net gains and losses recognised in the Consolidated Statement of Comprehensive Income and other transactions with equity holders.
Non-controlling interests – represents the minority interests of other shareholders in the net assets of consolidated subsidiaries.
The notes on pages 95 to 138 form part of these consolidated financial statements.
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evoke plc Annual Report & Accounts 2025
Strategic Report
Financial Statements
Supplementary Information
Overview
Governance
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
| 2024 | |||
| 2025 | £m | ||
| Note | £m | (restated) | |
| Cash flows from operating activities | |||
Loss before income tax | ( | ( | |
| Adjustments for: | |||
Depreciation of property, plant and equipment and right- of-use assets | 13 | ||
Amortisation | 12 | ||
Interest income | 7 | ( | ( |
Interest expenses | 8 | ||
Income tax received/(paid) | ( | ||
Fair value loss on financial assets | |||
| Share of post-tax (profit)/loss of equity accounted | |||
associate | ( | ||
Non-cash exceptional items | |||
Loss on sale of intangible assets | 3 | ( | |
Movement on ante post and other financial derivatives | ( | ||
Foreign exchange loss on hedging | |||
Impairment of freehold properties held for sale | |||
Impairment of intangible assets | |||
Gain on disposal of property, plant and equipment | 12 | ||
Share benefit charge | 27 | ||
| Cash generated from operating activities | |||
before working capital movement | |||
Decrease in receivables | |||
Decrease in customer deposits | ( | ( | |
(Decrease)/increase in trade and other payables | ( | ||
(Decrease)/increase in provisions | ( | ||
Net cash generated from operating activities |
| 2024 | |||
| 2025 | £m | ||
| Note | £m | (restated) | |
| Cash flows from investing activities | |||
Acquisition of intangible assets | ( | ( | |
Acquisition of property, plant and equipment | 13 | ( | ( |
Acquisition of business | 15 | ( | ( |
Proceeds from sale of businesses | |||
Proceeds from sale of property, plant and equipment | |||
Loans to related parties | ( | ( | |
Interest received | 7 | ||
Dividend received from associate | 14 | ||
Net cash used in investing activities | ( | ( | |
| Cash flows from financing activities | |||
Payment of lease liabilities | 17 | ( | ( |
Interest paid | ( | ( | |
Repayment of loans | 22 | ( | ( |
Proceeds from loans | 22 | ||
Net cash paid on debt refinancing | 22 | ( | |
Net cash drawn down on RCF | 22 | ||
Net cash used in financing activities | ( | ( | |
Net decrease/increase in cash and cash equivalents | ( | ||
Net foreign exchange difference | ( | ||
Cash and cash equivalents at the beginning of the year | 19 | ||
Cash and cash equivalents at the end of the year | 19 |
The 2024 comparatives have been restated to reflect the prior period adjustments (see note 1). There
was no impact on the flow of cash in the prior year as a result of the restatement.
The notes on pages 95 to 138 form part of these consolidated financial statements.
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evoke plc Annual Report & Accounts 2025
General information
Company description
December 2003 and has been tax resident in the United Kingdom since 11 January 2022 by virtue
of its central management and control being situated in the UK. On 4 October 2005, the Company
listed on the London Stock Exchange.
Definitions
In these financial statements:
Subsidiaries Companies over which the Company has control (as defined in IFRS 10 –
Consolidated Financial Statements) and whose accounts are consolidated
with those of the Company.
Related parties As defined in IAS 24 ‘Related Party Disclosures’.
Associates As defined in IAS 28 ‘Investments in Associates and Joint Ventures’.
1. Accounting policies
The material accounting policies applied in the preparation of the consolidated financial statements
are as follows:
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
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evoke plc Annual Report & Accounts 2025
Strategic Report
Financial Statements
Supplementary Information
Overview
Governance
| As previously | Impact of | Uncertain | ||
| reported | remeasurement | tax positions | Restated | |
| 31 December | of IFRS3 | restatement | 31 December | |
| Impact on Consolidated Statement | 2024 | 2024 | 2024 | 2024 |
| of Financial position | £m | £m | £m | £m |
Goodwill and other intangibles | 1,989.3 | (30.2) | – | 1,959.1 |
Non-current assets | 2,238.0 | (30.2) | – | 2,207.8 |
Total assets | 2,670.5 | (30.2) | – | 2,640.3 |
Equity attributable to the parent | (116.4) | (13.1) | (26.4) | (155.9) |
Non-controlling interests | 20.6 | (12.5) | – | 8.1 |
Total equity/Net assets | (95.8) | (25.6) | (26.4) | (147.8) |
Deferred tax liabilities | 150.1 | (4.8) | – | 145.3 |
Non-current liabilities | 2,097.3 | (4.8) | – | 2,092.5 |
Trade and other payables | 391.1 | 0.2 | 5.8 | 397.1 |
Income tax payable | 25.1 | – | 20.6 | 45.7 |
Current liabilities | 669.0 | 0.2 | 26.4 | 695.6 |
1. Accounting policies continued
Prior period restatements continued
Winner Acquisition – Measurement-Period Adjustments (IFRS 3) continued
| Impact of | Uncertain | |||
| As previously | remeasurement | tax positions | Restated | |
| reported | of IFRS3 | restatement | 31 December | |
| 2024 | 2024 | 2024 | 2024 | |
| Impact on Consolidated Income Statement | £m | £m | £m | £m |
Operating expenses | (802.4) | 0.9 | – | (801.5) |
Exceptional items – operating expenses | (79.3) | (13.4) | (5.8) | (98.5) |
Operating loss | (0.2) | (12.5) | (5.8) | (18.5) |
Taxation | (22.6) | (0.2) | (11.0) | (33.8) |
Loss after tax | (191.4) | (12.7) | (16.8) | (220.9) |
| Attributable to: | ||||
Equity holders of the parent | (192.0) | (13.1) | (16.8) | (221.9) |
Non-controlling interests | 0.6 | 0.4 | – | 1.0 |
Loss for the period | (191.4) | (12.7) | (16.8) | (220.9) |
Loss per share – Basic (pence) | (42.7) | (2.8) | (3.9) | (49.4) |
Loss per share – Diluted (pence) | (42.7) | (2.8) | (3.9) | (49.4) |
| Uncertain | ||||
| As previously | Impact of | tax positions | ||
| reported | remeasurement | restatement | Restated | |
| 1 January | of IFRS3 | 1 January | 1 January | |
| Impact on Opening Consolidated Statement of | 2024 | 2024 | 2024 | 2024 |
| Financial position (1 January 2024 – restated) | £m | £m | £m | £m |
Equity attributable to the parent | 67.1 | – | (9.6) | 57.5 |
Total equity/Net assets | 67.1 | – | (9.6) | 57.5 |
Income tax payable | 22.3 | – | 9.6 | 31.9 |
Current liabilities | 666.9 | – | 9.6 | 676.5 |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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1. Accounting policies continued
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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Financial Statements
Supplementary Information
Overview
Governance
1. Accounting policies continued
IAS 21 (amended) | Lack of Exchangeability (effective 1 January 2025) |
| Amendments and interpretations | |
IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 | Annual Improvements to IFRS Accounting Standards – |
| Volume 11 (effective 1 January 2026) | |
IFRS 9 and IFRS 7 (amended) | Amendments to the Classification and Measurement of |
| Financial Instruments (effective 1 January 2026) | |
IFRS 18 | Presentation and Disclosure in Financial Statements |
| (effective 1 January 2027) | |
IFRS 19 | Subsidiaries without Public Accountability: Disclosures |
| (effective 1 January 2027) |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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1. Accounting policies continued
Critical accounting judgements continued
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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Financial Statements
Supplementary Information
Overview
Governance
1. Accounting policies continued
Significant accounting estimates continued
Identification and valuation of acquired customer relationships intangible asset continued
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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1. Accounting policies continued
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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Supplementary Information
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Governance
1. Accounting policies continued
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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1. Accounting policies continued
Fair value measurement continued
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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1. Accounting policies continued
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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The Retail segment comprises all activity undertaken in LBOs including gaming machines. The UK&I
Online segment comprises all online activity, including sports betting, casino, poker and other
gaming products along with telephone betting services that are incurred with UK and Irish customers.
The International segment comprises all online activity, including sports betting, casino, poker and
other gaming products along with telephone betting services that are incurred with customers in all
territories excluding the UK and Ireland.
Corporate relates to corporate costs, assets and liabilities that cannot reasonably be allocated to an
operating segment. There are no inter-segmental sales within the Group.
Segment performance is shown on an adjusted EBITDA basis, with a reconciliation from adjusted
EBITDA to statutory results. Information for the year ended 31 December 2025 is as follows:
| Retail | UK&I Online | International | Corporate | Total | |
| 2025 | £m | £m | £m | £m | £m |
Revenue 1 | 501.0 | 674.0 | 606.9 | – | 1,781.9 |
Gaming duties | (94.0) | (150.8) | (127.8) | – | (372.6) |
Other cost of sales | (13.9) | (95.8) | (100.0) | – | (209.7) |
Segmental gross profit | 393.1 | 427.4 | 379.1 | – | 1,199.6 |
Marketing expenses | (9.9) | (153.9) | (97.2) | – | (261.0) |
Operating expenses | (328.2) | (122.2) | (106.5) | (26.3) | (583.2) |
Share of post-tax loss of equity accounted associate | – | – | – | 0.8 | 0.8 |
Adjusted EBITDA | 55.0 | 151.3 | 175.4 | (25.5) | 356.2 |
Depreciation | (49.5) | ||||
| Amortisation (excluding acquired | |||||
intangibles) | (66.4) | ||||
Amortisation of acquired intangibles | (86.1) | ||||
Exceptional items - impairment | (440.3) | ||||
| Exceptional items – operating | |||||
expenses | (28.0) | ||||
Fair value gain on financial assets | (2.1) | ||||
Share benefit charge | (2.9) | ||||
Foreign exchange | (21.9) | ||||
Finance expenses | (248.0) | ||||
Finance income | 9.4 | ||||
Loss before tax | (579.6) |
1. Revenue recognised under IFRS 9 is £501.0m in Retail, £674.0m in UK&I Online and £593.7m in International.
Revenue recognised under IFRS 15 is £nil in Retail, £nil in UK&I Online and £13.2m in International.
1. Accounting policies continued
Leasing continued
2. Segment information
The Board has reviewed and confirmed the Group’s reportable segments in accordance with the
requirements of IFRS 8 ‘Operating Segments’. The segments disclosed below are aligned with the
reports that the Group’s Chief Executive Officer and Chief Financial Officer as Chief Operating
Decision Makers review to make strategic decisions.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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Governance
| Retail | UK&I Online | International | Corporate | Total | |
| £m | £m | £m | £m | £m | |
Total segment assets | 488.3 | 1,231.7 | 726.4 | 154.2 | 2,600.2 |
Total segment liabilities | 148.0 | 192.5 | 287.6 | 1,965.7 | 2,593.8 |
| Included within total segment | |||||
| assets: | |||||
Goodwill | 99.4 | 357.9 | 275.8 | – | 733.1 |
Interests in associates | – | – | – | 32.4 | 32.4 |
Capital additions | 7.5 | 53.1 | 27.1 | 3.8 | 91.5 |
The 2024 comparative information and the opening consolidated statement of financial position
as at 1 January 2024 have been restated to reflect prior period adjustments (see note 1).
| 2025 | 2024 | |
| £m | £m | |
United Kingdom | 1,151.8 | 1,172.5 |
Italy | 210.1 | 178.3 |
Spain | 99.4 | 100.1 |
Romania | 69.5 | 51.4 |
Denmark | 57.0 | 48.3 |
Rest of World | 194.1 | 203.9 |
1,781.9 | 1,754.5 |
| 2024 | ||
| 2025 | £m | |
| £m | (restated) | |
United Kingdom & Ireland | 388.1 | 519.4 |
Gibraltar | 748.8 | 1,054.8 |
Rest of World | 566.0 | 633.6 |
1,702.9 | 2,207.8 |
2. Segment information continued
| Retail | UK&I Online | International | Corporate | Total | |
| £m | £m | £m | £m | £m | |
Total segment assets | 304.6 | 971.3 | 700.5 | 100.3 | 2,076.7 |
Total segment liabilities | 139.8 | 209.7 | 404.4 | 1,851.1 | 2,605.0 |
| Included within total segment | |||||
| assets: | |||||
Goodwill | – | 87.0 | 306.0 | – | 393.0 |
Interests in associates | – | – | – | 32.8 | 32.8 |
Capital additions | 15.0 | 40.7 | 50.3 | 4.7 | 110.7 |
| Retail | UK&I Online | International | Corporate | Total | |
| 2024 (restated) | £m | £m | £m | £m | £m |
Revenue 1 | 506.1 | 693.2 | 555.2 | – | 1,754.5 |
Gaming duties | (98.6) | (156.7) | (131.1) | – | (386.4) |
Other cost of sales | (13.4) | (105.7) | (90.1) | – | (209.2) |
Segmental gross profit | 394.1 | 430.8 | 334.0 | – | 1,158.9 |
Marketing expenses | (7.8) | (167.0) | (93.1) | – | (267.9) |
Operating expenses (restated) | (319.9) | (121.1) | (110.9) | (25.6) | (577.5) |
| Share of post-tax loss of equity | |||||
accounted associate | – | – | – | (1.0) | (1.0) |
Adjusted EBITDA | 66.4 | 142.7 | 130.0 | (26.6) | 312.5 |
Depreciation | (44.5) | ||||
| Amortisation (excluding | |||||
acquired intangibles) | (77.7) | ||||
| Amortisation of acquired | |||||
intangibles (restated) | (107.7) | ||||
Exceptional items (restated) | (98.5) | ||||
Share benefit charge | (2.7) | ||||
Foreign exchange | 0.1 | ||||
Finance expenses | (202.7) | ||||
Finance income | 34.1 | ||||
Loss before tax | (187.1) |
The 2024 comparative information and the opening consolidated statement of financial position
as at 1 January 2024 have been restated to reflect prior period adjustments (see note 1).
1. Revenue recognised under IFRS 9 is £506.1m in Retail, £693.2.m in UK&I Online and £527.1m in International.
Revenue recognised under IFRS 15 is £nil in Retail, £nil in UK&I Online and £28.1m in International.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
The Group’s policies on adjusted measures are consistently applied over time, but they are not
defined by IFRS and, therefore, may differ from adjusted measures as used by other companies.
The Consolidated Income Statement presents adjusted results alongside statutory measures, with the
reconciling items being itemised in the statement and described below. We allocate these between
exceptional items and adjusted items.
Exceptional items
Exceptional items are those items the Directors consider to be one-off or material in nature that
should be brought to the reader’s attention in understanding the Group’s financial performance.
Comparatives are included even when not individually material to aid comparability. Refer to
Appendix 1 to the financial statements for further detail.
Exceptional items are as follows:
| 2024 | ||
| 2025 | (restated) | |
| £m | £m | |
| Operating expenses | ||
Corporate transaction related costs | 1.7 | 45.5 |
Integration and transformation costs | 38.0 | 47.2 |
US exit income | (7.4) | – |
Impairment of Retail | 169.5 | – |
Impairment of UK&I Online | 270.8 | – |
Aged dormant customer accounts | (8.3) | – |
Uncertain tax provisions – penalties | 4.0 | 5.8 |
Exceptional items – operating expenses | 468.3 | 98.5 |
| Finance expenses | ||
Interest expense on US exit provision | 0.9 | 0.5 |
Modification loss on refinancing of borrowings | 15.3 | – |
Exceptional items – finance expenses | 16.2 | 0.5 |
Total exceptional items before tax | 484.5 | 99.0 |
Tax credit on exceptional items | (23.3) | (9.8) |
Total exceptional items after tax | 461.2 | 89.2 |
Corporate transaction related costs
The Group incurred £1.7m of corporate transaction costs in 2025 (2024: £45.5m), comprising £0.7m of
employment-related expenses (2024: £4.6m) and £0.3m of other M&A-related fees (2024: £1.3m), with
the remaining £0.7m relating to smaller M&A projects (2024: £1.4m).
3. Exceptional items and adjustments
In determining the classification and presentation of exceptional items we have applied consistently
the guidelines issued by the Financial Reporting Council (“FRC”) that primarily addressed the
following:
• Consistency and even-handedness in classification and presentation;
• Guidance on whether and when recurring items should be considered as part of underlying
results; and
• Clarity in presentation, explanation and disclosure of exceptional items and their relevance.
In preparing the Annual Report & Accounts, we also note the European Securities and Markets
Authority (ESMA) guidance on Alternative Performance Measures (“APM”), including:
• Clarity of presentation and explanation of the APM;
• Reconciliation of each APM to the most directly reconcilable financial statement caption;
• APMs should not be displayed with more prominence than statutory financials;
• APMs should be accompanied by comparatives; and
• The definition and calculation of APMs should be consistent over time.
We are satisfied that our policies and practice conform to the above guidelines.
Adjusted results
The Group reports adjusted results, both internally and externally, that differ from statutory results
prepared in accordance with IFRS. These adjusted results, which include our key metrics of adjusted
EBITDA and adjusted EPS, are considered to be a useful reflection of the underlying performance
of the Group and its businesses, since they exclude items which impair visibility of the underlying
activity in each segment. More specifically, visibility can be impaired in one or both of the following
instances:
• a transaction is of such a material or infrequent nature that it would obscure an understanding
of underlying outcomes and trends in revenues, costs or other components of performance
(for example, a significant impairment charge); or
• a transaction that results from a corporate activity that has neither a close relationship to the
Group’s underlying operations nor any associated operational cash flows (for example, the
amortisation of intangibles recognised on acquisitions).
Adjusted results are used as the primary measures of business performance within the Group
and align with the results shown in management accounts, with the key uses being:
• management and Board reviews of performance against expectations and over time, including
assessments of segmental performance (see note 2 and the Strategic Report);
• in support of business decisions by the Board and by management, encompassing both strategic
and operational levels of decision-making.
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Supplementary Information
Overview
Governance
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
Impairment of Retail and UK&I Online
During the year, as a part of the annual impairment review, management performed a value in use
calculation to assess the recoverable amount of the Group’s Retail and UK&I online segments, using
that business’s underlying cash flow forecasts. The recoverable amount was lower than the book
value of its assets and, as such, the Group impaired the goodwill and other non-current assets in
the Retail and UK&I Online businesses, totalling £169.5m and £270.8m respectively.
The recoverable amount of the group of CGUs of £247.1m and the UK&I Online of £686.1m as at
31 December 2025 has been determined based on the value in use using cash flow projections from
financial budgets approved by senior management. Refer to note 12 of the financial statements for
further detail.
The impairment charge is recorded within exceptional costs due to its non-recurring nature.
Aged dormant customer accounts
During the year, the Group recognised a credit of £8.3m representing customer funds where there
has been no activity for an extended period and based on historical experience, the likelihood of
customer reclaims is considered remote.
Uncertain tax provisions – penalties
During the year, the Group undertook a comprehensive review of its historical intragroup arrangements
and balances and recognised an increase in provisions for uncertain tax positions. A provision for
associated penalties in respect of uncertain tax positions has also been identified, totalling £9.8m,
recorded within exceptional costs given their material size and non-recurring nature. Of this total,
£4.0m has been recognised as a charge in the current year. As certain matters identified relate to
prior periods, where these constitute errors under applicable accounting standards the comparative
information has been restated accordingly, giving rise to a prior year adjustment of £5.8m.
Interest expense on US exit provision
The Group has recognised £0.9m (2024: £0.5m) within finance expenses for the unwinding of the
discount on the US exit provisions, scheduled for settlement between 2027 and 2029 and is expected
to recur until settlement.
Modification loss on refinancing of borrowings
During the year, the Group completed the refinancing of its €582.0m Senior Secured Fixed Rate Notes
and its Multi-Currency Revolving Credit Facility (“RCF”). In accordance with IFRS 9, both transactions
were assessed as non-substantial modifications without derecognition. As a result of remeasuring
the modified liabilities and recognising directly attributable fees, the Group recorded a total
modification loss of £15.3m (2024: £nil), presented as an exceptional finance expense. This reflects
the modification impacts arising on both the Senior Secured Notes and the Revolving Credit Facility.
Adjusted items
Adjusted items are recurring items that are excluded from internal measures of underlying
performance and which are not considered by the Directors to be exceptional. This relates to the
amortisation of specific intangible assets recognised in acquisitions, amortisation of finance fees, fair
value gain of financial assets, foreign exchange and share benefit charges. These items are defined
as adjusted items as it is believed it would impair the visibility of the underlying activities across each
segment as it is not closely related to the businesses’ or any associated operational cash flows. Each
of these items are recurring and occur in each reporting period and will be consistently adjusted in
future periods. Adjusted items are all shown on the face of the Consolidated Income Statement in
the reconciliations of adjusted EBITDA and note 10 in the reconciliation of adjusted profit after tax.
3. Exceptional items and adjustments continued
Corporate transaction related costs continued
As part of finalising the purchase price allocation for the Winner.ro acquisition under IFRS 3 during
2025, the previously recognised £13.4m gain on bargain purchase was reversed and excluded from
prior year comparatives. This reflected updated information about acquisition-date fair values
becoming available within the permitted measurement period. Following the revised valuation,
no gain on bargain purchase or goodwill has been recognised. These adjustments have been
reflected as part of the 2024 comparative restatement presented in note 1.
In addition, following the closure of the US B2C Business in 2024, the Group incurred £1.6m of onerous
contract costs, £38.1m of termination fees, £1m of acquisition costs, and £2.2m of prepayment write-
offs partially offset by £4.7m of profit on sale of databases. No such items were incurred in 2025.
Integration and transformation costs
The Group has incurred a total of £38.0m of costs relating to the integration programme, including
£5.1m of platform integration costs (2024: £17.6m), £4.1m of redundancy costs (2024: £15.7m), £0.4m
of employee incentives as part of the integration of William Hill and 888 and retention bonuses for
key employees (2024: £4.0m), £nil for relocation and HR related expenses (2024: £5.3m), £1.8m of
legal and professional costs (2024: £2.4m), £1.3m for corporate rebranding (2024: £1.0m), £17.4m of
technology integration costs (2024: £1.2m), £5.8m for operating model consultancy expenses (2024:
£nil) and £2.1m of retail rationalisation costs in relation to shop closures and impairment (2024: £nil).
Integration and transformation costs include amounts relating to the post-merger integration of
the William Hill business, following its acquisition by the Group in 2022. This programme has focused
on the realisation of synergies, including platform integration, operating model simplification and
cost efficiencies. The programme is now substantially complete save for elements of the platform
integration that are now incorporated into an updated technology strategy that should be
substantially complete by the end of 2026.
In addition to these post-integration activities, more recent transformation costs reflect a series of
discrete programmes initiated following the appointment of the current management team in late
2023 and early 2024. These programmes are focused on further simplifying the operating model,
enhancing efficiency across the business and supply chain, and strengthening capabilities through
increased use of AI, automation and data.
While transformation activity has therefore occurred across multiple reporting periods, the costs
recognised in each period relate to distinct programmes and phases of work, each of which is non-
recurring in nature and undertaken to deliver structural improvements to the business. As such, they
are considered exceptional to aid understanding of the Group’s underlying performance. These
initiatives have generated, and are expected to continue to generate, significant recurring cash
cost savings, in addition to the benefits associated with the realisation of post-integration synergies.
Costs related to these additional efficiency programmes were £15m in both 2024 and 2025. These
additional efficiency programmes are expected to be substantially complete by the end of 2026.
US exit income
As part of the Group’s exit from the US B2C business, the disposal of the US B2C assets in Michigan to
Seminole Hard Rock resulted in a profit on disposal of £7.4m including a write off of £3.7m, which has
been classified as exceptional operating income.
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
| 2025 | 2024 | |
| £m | £m | |
Wages and salaries | 312.1 | 293.4 |
Social security | 31.0 | 24.8 |
Employee benefits and severance pay scheme costs | 20.1 | 32.0 |
363.2 | 350.2 |
| 2025 | 2024 | |
| £m | £m | |
| Included in the Statement of Financial Position: | ||
Severance pay liability | 0.3 | 0.4 |
| Included in the Income Statement: | ||
Current service costs (within operating expenses) | 0.8 | 0.9 |
| Included in the Statement of Comprehensive Income: | ||
Gain on remeasurement of severance pay scheme liability | 0.1 | 0.2 |
4. Share of results of associates
| 2025 | 2024 | |
| £m | £m | |
Share of post-tax profit/(loss) of equity accounted associate | 0.8 | (1.0) |
The above represents the Group’s share of the results of Sports Information Services (Holdings) Limited
(see note 14).
| 2024 | |||
| 2025 | £m | ||
| Note | £m | (restated) | |
| Operating loss is stated after charging/(crediting): | |||
Gaming duties | 427.0 | 400.5 | |
Other cost of sales | 173.9 | 203.4 | |
Marketing expenses | 264.8 | 268.1 | |
Staff costs (including Executive Directors) | 6 | 363.2 | 350.2 |
Exceptional items – impairment | 3 | 440.3 | – |
Exceptional items – operating expenses | 3 | 28.0 | 98.5 |
Foreign exchange losses/(gains) | 21.9 | (0.1) | |
Share benefit charge | 2.9 | 2.7 | |
Depreciation (within operating expenses) | 49.5 | 44.5 | |
Amortisation (within operating expenses) | 152.5 | 185.4 |
| 2025 | 2024 | |
| £m | £m | |
Audit of Company | 1.1 | 1.1 |
Audit of Group | 2.1 | 2.0 |
Total fees for audit services | 3.2 | 3.1 |
Audit-related assurance services – half year review | 0.2 | 0.1 |
Other assurance services | 0.3 | 0.3 |
Total assurance services | 0.5 | 0.4 |
Total fees for non-audit services | 0.5 | 0.4 |
Total fees | 3.7 | 3.5 |
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Supplementary Information
Overview
Governance
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
| 2025 | 2024 | |
| £m | £m | |
Interest income | 6.5 | 7.1 |
Foreign exchange on financing activities | 2.9 | 27.0 |
Total finance income | 9.4 | 34.1 |
| 2025 | 2024 | ||
| Note | £m | £m | |
Interest expenses related to lease liabilities | 17 | 6.4 | 6.4 |
Bank loans and bonds | 163.8 | 166.0 | |
Amortisation of finance fees | 15.9 | 16.5 | |
Hedging activities | 20.3 | 10.8 | |
Other finance charges and fees | – | 2.5 | |
Foreign exchange on financing activities | 25.4 | – | |
Finance expenses – underlying | 231.8 | 202.2 | |
Modification loss on refinancing of borrowings | 3 | 15.3 | – |
Interest expense on US exit provision | 3 | 0.9 | 0.5 |
Finance expenses – exceptional | 16.2 | 0.5 | |
Total finance expenses | 248.0 | 202.7 |
6. Staff costs continued
| 2025 | 2024 | |
| Severance pay scheme assets | £m | £m |
At beginning of year | 12.5 | 12.5 |
Interest income | 0.7 | 0.7 |
Contributions by the Group | 0.8 | 1.1 |
Benefits paid | (3.1) | (2.4) |
Return on assets less interest income already recorded | 1.2 | 0.6 |
At end of year | 12.1 | 12.5 |
| 2025 | 2024 | |
| Severance pay scheme liabilities | £m | £m |
At beginning of year | 12.9 | 13.1 |
Interest expense | 0.7 | 0.7 |
Current service costs | 0.8 | 0.9 |
Benefits paid | (3.3) | (2.6) |
Actuarial loss on past experience | 1.2 | 0.8 |
Actuarial gain on changes in financial assumptions | 0.1 | – |
At end of year | 12.4 | 12.9 |
| 2025 | 2024 | |
| % | % | |
Discount rate (nominal) | 5.1 | 5.8 |
Voluntary termination rate (range) | 0–17 | 0–17 |
Inflation rates based on Israeli bonds | 2.1 | 2.5 |
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
| 2024 | ||
| 2025 | (restated) | |
| £m | £m | |
Loss before taxation | (579.6) | (187.1) |
Standard tax rate in UK 25% (2024: 25%) | (144.9) | (46.7) |
Difference in effective tax rate in other jurisdictions | (9.6) | (11.0) |
Effect of tax rate change on opening balance | (21.0) | 14.3 |
Difference in current and deferred tax rate | – | (0.1) |
Expenses not allowed for taxation | 97.7 | 8.5 |
Non-deductible interest expenses | 46.2 | 1.5 |
Non-deductible expenses on transactional items | – | 8.7 |
Deferred tax not recognised | – | 39.8 |
Adjustments to prior years’ tax charges | (21.4) | 1.1 |
Accrual of liabilities for uncertain tax positions | 15.9 | 12.4 |
Tax on share of result of associate | (0.2) | 0.3 |
Pillar 2 tax | 6.7 | 5.0 |
Non-taxable income | (0.1) | – |
Double taxation | 0.2 | – |
Total tax (credit)/charge for the year | (30.5) | 33.8 |
The difference in effective tax rates in other jurisdictions primarily reflects the lower effective tax rate
in Gibraltar, Spain and Malta. The corporation tax rate in Gibraltar has increased to 15%, with effect
from 1 July 2024.
During the year ended 31 December 2025 certain Maltese group entities formed a fiscal unit and
are now subject to tax at 5% with effect from 1 January 2024. Additionally, two Maltese group entities
elected into a 15% corporate tax rate in Malta, also with effect from 1 January 2024. As a result, the
opening deferred tax balances relating to these entities have been remeasured using the applicable
tax rates.
Expenses not allowed for tax purposes mainly relate to impairment of Retail and UK&I Online goodwill
and other non-current assets.
The accrual of liabilities for uncertain tax positions for FY25 is explained below.
The Group applies transfer pricing policies to intercompany transactions on an arm’s length basis,
consistent with the OECD Transfer Pricing Guidelines and applicable local tax legislation. These
policies are intended to ensure that profits are allocated between jurisdictions in a manner that
reflects the commercial substance of the Group’s activities and where value is created.
9. Taxation
Corporate taxes
| 2024 | ||
| 2025 | £m | |
| £m | (restated) | |
| Current taxation | ||
UK corporation tax charge at 25% (2024: 25%) | 7.7 | 5.5 |
Adjustments in respect of prior years | (16.7) | 1.2 |
Other jurisdictions taxation | 41.9 | 41.5 |
32.9 | 48.2 | |
| Deferred taxation | ||
Origination and reversal of temporary differences | (37.7) | (28.6) |
Effect of tax rate change on opening balance | (21.0) | 14.3 |
Adjustments in respect of prior years | (4.7) | (0.1) |
(63.4) | (14.4) | |
Taxation (credit)/charge | (30.5) | 33.8 |
The effective tax rate in respect of ordinary activities before exceptional items for the year ended
31 December 2025 is 448.8% (2024: 338.3%). The effective tax rate in respect of ordinary activities
after exceptional items is 5.3% (2024: −17.8%).
There has been a restatement to increase the FY24 current tax charge by £11.0m. In addition, the
current tax liability recorded in the restated 2024 balance sheet increased by £20.6m, reflecting this
increase in the FY24 current tax expense plus an additional liability of £9.6m recorded in the restated
1 January 2024 balance sheet. These restatements are to account for additional costs in respect
of tax provisions for uncertain tax positions that should have been recognised at each respective
balance sheet date. The uncertain tax matters are explained further below.
The difference between the total tax charge shown above and the amount calculated by applying
the standard rate of UK corporation tax to the loss before tax is as follows:
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
at 1 January 2024 have been restated to reflect prior period adjustments (see note 1).
The diluted loss per share in the current and prior year is the same as the basic loss per share as the
potentially dilutive share options are considered anti-dilutive as they would reduce the loss per share
and therefore, they are disregarded in the calculation.
Adjusted earnings per share
The Directors believe that EPS excluding exceptional and adjusted items, tax on exceptional and
adjusted items (“Adjusted EPS”) allows for a further understanding of the underlying performance of
the business and assists in providing a clearer view of the performance of the Group.
| 2024 | ||
| 2025 | (restated) | |
| Adjusted profit/(loss) after tax attributable to equity holders | ||
of the parent (£m) | 7.3 | (40.2) |
Weighted average number of Ordinary Shares in issue | 449,639,412 | 449,436,621 |
Weighted average number of dilutive Ordinary Shares | 451.685,439 | 457,486,218 |
Adjusted basic earnings per share (pence) | 1.6 | (8.9) |
Adjusted diluted earnings per share (pence) | 1.6 | (8.9) |
The 2024 comparative information and the opening consolidated statement of financial position as
at 1 January 2024 have been restated to reflect prior period adjustments (see note 1).
An explanation of adjusted profit after tax is provided in Appendix 1.
The table below highlights the measures used to achieve adjusted profit after tax:
| 2024 | |||
| 2025 | (restated) | ||
| Note | £m | £m | |
| Adjusted profit/(loss) after tax attributable to equity holders | |||
of the parent | 7.3 | (40.2) | |
Exceptional items – operating expenses | 3 | (468.3) | (98.5) |
Exceptional items – finance expenses | 3,8 | (16.2) | (0.5) |
Fair value loss on financial assets | 24 | (2.1) | – |
Amortisation of finance fees | 8 | (15.9) | (16.5) |
Amortisation of acquired intangibles | (86.1) | (108.6) | |
Tax on exceptional and adjusted items | 81.1 | 18.0 | |
Foreign exchange (loss)/gain on financing activities | 7,8 | (22.5) | 27.0 |
Foreign exchange (loss)/gain on operating activities | (21.9) | 0.1 | |
Share benefit charge | 27 | (2.9) | (2.7) |
Loss after tax attributable to equity holders of the parent | (547.5) | (221.9) |
The 2024 comparative information and the opening consolidated statement of financial position as
at 1 January 2024 have been restated to reflect prior period adjustments (see note 1).
9. Taxation continued
Uncertain tax matters
The Group operates across multiple jurisdictions and evaluates the tax treatment of income,
expenses and profits in each jurisdiction in accordance with applicable tax laws and regulations.
Given the complexity of tax law and the scope for differing interpretations, uncertainties may arise
in a number of areas, including in relation to changes in legislation, developments in case law, and
evolving areas of challenge by tax authorities. Where uncertainty exists regarding a particular tax
treatment, the Group applies the requirements of IFRIC 23 Uncertainty over Income Tax Treatments
to assess whether it is probable that the relevant tax authority will accept the treatment adopted.
Where it is not probable that the tax authority will accept the treatment, the Group recognises
a provision based on either the most likely amount or the expected value, depending on which
method is expected to better predict the resolution of the uncertainty.
Determining the Group’s tax provision, management exercises judgement in respect of the
interpretation of tax laws and the application of transfer pricing policies to intragroup transactions and
balances. During the year the Group undertook a comprehensive review of its historical intragroup
arrangements and balances. As a result of this review, the Group has reassessed certain transfer pricing
positions and recognised an increase in provisions for uncertain tax positions, including in respect of prior
periods. Where matters in respect of prior periods these represent errors under applicable accounting
standards, the comparative information has been restated.
| 2024 | ||
| 2025 | (restated) | |
Loss for the period attributable to equity holders of the parent (£m) | (547.5) | (221.9) |
Weighted average number of Ordinary Shares in issue and outstanding | 449,639,412 | 449,436,621 |
Effect of dilutive Ordinary Shares and share options | 2,046,027 | 8,049,597 |
Weighted average number of dilutive Ordinary Shares | 451,685,439 | 457,486,218 |
Basic loss per share (pence) | (121.8) | (49.4) |
Diluted loss per share (pence) | (121.8) | (49.4) |
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
11. Dividends
The Board of Directors does not recommend the payment of a final dividend in respect of the year
ended 31 December 2025. No final dividend was recommended for the year ended 31 December
2024 and no dividends were paid in the year ended 31 December 2025 (2024: £nil).
| Brands, | ||||
| customer | ||||
| relationships | ||||
| Goodwill | and licences | Software | Total | |
| Cost or valuation | £m | £m | £m | £m |
At 1 January 2024 | 789.0 | 1,219.1 | 451.8 | 2,459.9 |
Additions via business combinations (restated) | – | 21.1 | – | 21.1 |
Additions | – | 4.1 | 86.0 | 90.1 |
Impairment | – | – | (1.8) | (1.8) |
Disposals | – | – | (8.2) | (8.2) |
Effect of foreign exchange rates | – | 0.8 | 1.5 | 2.3 |
At 31 December 2024 (restated) | 789.0 | 1,245.1 | 529.3 | 2,563.4 |
Additions | – | 14.3 | 103.7 | 118.0 |
Effect of foreign exchange rates | – | (3.2) | (0.3) | (3.5) |
At 31 December 2025 | 789.0 | 1,256.2 | 632.7 | 2,677.9 |
| Amortisation and impairments: | ||||
At 1 January 2024 | 25.7 | 161.4 | 234.5 | 421.6 |
Amortisation charge for the year (restated) | – | 86.1 | 99.3 | 185.4 |
Impairment charge for the year | – | – | (1.2) | (1.2) |
Disposals | – | – | (2.4) | (2.4) |
Effect of foreign exchange rates | – | 0.5 | 0.4 | 0.9 |
At 31 December 2024 (restated) | 25.7 | 248.0 | 330.6 | 604.3 |
Amortisation charge for the year | – | 89.4 | 63.1 | 152.5 |
Impairment charge for the year | 370.3 | 40.5 | 8.4 | 419.2 |
Effect of foreign exchange rates | – | (0.3) | (0.4) | (0.7) |
At 31 December 2025 | 396.0 | 377.6 | 401.7 | 1,175.3 |
| Carrying amounts | ||||
At 1 January 2024 | 763.3 | 1,057.7 | 217.3 | 2,038.3 |
At 31 December 2024 | 763.3 | 997.1 | 198.7 | 1,959 |
At 31 December 2025 | 393.0 | 878.6 | 231.0 | 1,502.6 |
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For the year ended 31 December 2025
| 2025 | 2025 | 2024 | 2024 | |
| Recoverable | Headroom/ | Recoverable | Headroom/ | |
| amount | (shortfall) | amount | (shortfall) | |
| CGUs | £m | £m | £m | £m |
Retail | 247.1 | (168.7) | 513.6 | 47.3 |
UK&I Online | 686.1 | (270.9) | 1,497.7 | 413.1 |
International | 1,408.1 | 850.3 | 1,824.8 | 1,233.0 |
| 100bps increase in | ||||
15% fall in cash flows 1 | discount rate | |||
| Reduction in | Reduction in | |||
| recoverable | recoverable | |||
| amount | Impairment | amount | Impairment | |
| CGUs | £m | £m | £m | £m |
Retail | (37.1) | (205.8) | (12.1) | (180.8) |
UK&I Online | (102.9) | (373.9) | (45.7) | (316.6) |
12. Goodwill and other intangibles continued
Impairment reviews continued
| 2025 | 2025 | 2024 | 2024 | |
| Discount | Long-term | Discount | Long-term | |
| rate | growth rate | rate | growth rate | |
| Groups of CGUs | % | % | % | % |
Retail | 14.7 | (1.0) | 13.7 | 0.0 |
UK&I Online | 15.1 | 1.5 | 13.7 | 2.5 |
International | 16.4 | 4.0 | 14.1 | 5.0 |
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For the year ended 31 December 2025
| 2025 | 2024 | |
| £m | £m | |
Freehold | 0.1 | 0.1 |
Long leasehold improvements | 2.9 | 4.2 |
Short leasehold improvements | 4.3 | 8.0 |
7.3 | 12.3 |
| £m | |
At 31 December 2024 | 32.3 |
Share of results before interest and taxation | 1.0 |
Share of taxation | (0.2) |
Dividend received | (0.3) |
At 31 December 2025 | 32.8 |
| £m | |
Non-current assets | 24.2 |
Total Current assets | 45.2 |
Current liabilities | (42.8) |
Total revenue | 197.9 |
Total profit after tax | 4.2 |
| Fixtures, | ||||
| Land and | fittings and | Right-of-use | ||
| buildings | equipment | assets | Total | |
| £m | £m | £m | £m | |
| Cost | ||||
At 1 January 2024 | 28.0 | 131.9 | 136.1 | 296.0 |
Additions | 0.3 | 4.2 | 37.6 | 42.1 |
Disposals | (0.1) | (2.5) | (1.5) | (4.1) |
Transfer to assets held for sale | (0.9) | – | – | (0.9) |
Effect of foreign exchange rates | – | 0.4 | 0.5 | 0.9 |
At 31 December 2024 | 27.3 | 134.0 | 172.7 | 334.0 |
Additions | – | 4.4 | 39.4 | 43.8 |
Disposals | (1.2) | (0.4) | (1.6) | |
Transfer from assets held for sale | 0.3 | – | – | 0.3 |
Effect of foreign exchange rates | 0.2 | – | 1.4 | 1.6 |
At 31 December 2025 | 26.6 | 138.4 | 213.1 | 378.1 |
| Depreciation and impairment | ||||
At 1 January 2024 | 11.9 | 56.3 | 58.1 | 126.3 |
Charge for the period | 2.7 | 11.1 | 30.7 | 44.5 |
Impairment of freehold properties (note 16) | 0.5 | – | – | 0.5 |
Disposals | (0.1) | (0.3) | (0.8) | (1.2) |
Effect of foreign exchange rates | – | 0.3 | 0.2 | 0.5 |
At 31 December 2024 | 15.0 | 67.4 | 88.2 | 170.6 |
Charge for the period | 1.9 | 16.0 | 31.6 | 49.5 |
Disposals | (0.3) | – | (0.1) | (0.4) |
Impairment (note 12) | 1.2 | 8.0 | 15.9 | 25.1 |
Effect of foreign exchange rates | 1.5 | – | 0.2 | 1.7 |
At 31 December 2025 | 19.3 | 91.4 | 135.8 | 246.5 |
| Carrying amounts | ||||
At 1 January 2024 | 16.1 | 75.6 | 78.0 | 169.7 |
At 31 December 2024 | 12.3 | 66.6 | 84.5 | 163.4 |
At 31 December 2025 | 7.3 | 47.0 | 77.3 | 131.6 |
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For the year ended 31 December 2025
Identifiable assets acquired and liabilities acquired
| Fair value as | |||
| previously | |||
| reported as at | Measurement | ||
| 31 December | period | Revised | |
| 2024 | adjustment | fair value | |
| £m | £m | £m | |
Intangible assets | 52.2 | (31.1) | 21.1 |
Cash and cash equivalents | 0.3 | – | 0.3 |
Trade and other receivables | 3.2 | – | 3.2 |
Trade and other payables | (6.0) | – | (6.0) |
Deferred tax liabilities | (8.3) | 4.8 | (3.5) |
Long-term debt | (0.6) | – | (0.6) |
Total net identifiable assets | 40.8 | (26.3) | 14.5 |
(Gain on bargain purchase)/Goodwill | (13.4) | 13.4 | – |
Non-controlling interest | (20.0) | 12.9 | (7.1) |
Consideration transferred | 7.4 | – | 7.4 |
Intangible assets
The acquisition resulted in the recognition of customer relationships, the Winner brand and a gaming
licence. In 2024, these assets were recognised at provisional fair values. During 2025, the Group
obtained additional information relating to conditions that existed at the acquisition date and, in
accordance with IFRS 3’s measurement-period requirements, the provisional amounts have been
retrospectively adjusted. The finalisation of the purchase price allocation led to a reduction in the
fair value of customer relationships from £29.8m to £10.2m and in the Winner brand from £21.8m to
£10.3m while gaming licence remained unchanged at £0.6m.
As part of the measurement-period adjustments, the valuation of the acquired intangible assets was
updated to reflect new acquisition date information. Key changes included the use of expanded
customer level data that resulted in updated customer retention and churn assumptions, revised
contribution margins for the existing customer base and an updated useful economic life for the
Winner brand (increased from 15 to 20 years). These refinements reduced the fair values previously
attributed to customer relationships and the Winner brand. All revised assumptions reflect conditions
that existed at the acquisition date and have been applied retrospectively in accordance with IFRS 3.
Following these revisions, the associated amortisation expense from the acquisition date to
31 December 2024 has also been updated, with the impact presented in note 1.
15. Acquisitions
On 11 October 2024, the Group acquired a 51% interest in New Gambling Solutions SRL (“NGS”),
an online gaming operator in Romania, and Orion Sky Marketing Limited (“OSM”), an entity
incorporated in Gibraltar (together, “Winner.ro”).
Total consideration for the transaction was £7.4m, of which £4.4m was transferred to the sellers prior
to 2024 year end, with the remainder paid in January 2025. There was no contingent or deferred
consideration. The non-controlling interest (“NCI”) of 49% in NGS and OSM has been measured
based on the proportionate share of the acquiree’s identifiable net assets.
At 31 December 2024, the acquisition date fair values of certain identifiable assets and liabilities were
recognised on a provisional basis due to limitations in information available at that time, including
customer level behavioural data, regulatory assessments and certain elements of the valuation of
acquired intangible assets.
During 2025, the Group obtained additional information relating to conditions that existed at the
acquisition date and, in accordance with the measurement period requirements of IFRS 3, the
provisional amounts have been retrospectively adjusted. The finalisation of the purchase price
allocation resulted in:
• a £26.3m reduction in the fair value of identifiable net assets acquired;
• a £4.8m decrease in deferred tax liabilities;
• a £12.9m decrease in non-controlling interests; and
• the reversal of the provisional £13.4m gain on bargain purchase previously recognised in 2024.
Following the revised valuation, no goodwill or gain on bargain purchase has been recognised on
this transaction. Restated comparative information reflecting these adjustments is presented in note 1.
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For the year ended 31 December 2025
| 2025 | 2024 | |
| £m | £m | |
Trade receivables 1 | 29.3 | 41.7 |
Other receivables | 38.2 | 32.9 |
Loans receivable | 9.2 | 6.4 |
Prepayments | 22.6 | 22.5 |
Restricted short-term deposits | 33.0 | 29.1 |
Current trade and other receivables | 132.3 | 132.6 |
Non-current prepayments | – | 2.4 |
Total trade and other receivables | 132.3 | 135.0 |
19. Cash and cash equivalents
| 2025 | 2024 | |
| £m | £m | |
Cash and cash equivalents | 231.3 | 265.4 |
| Less: | ||
Customer deposits | 102.9 | 118.3 |
Cash (excluding customer deposits) | 128.4 | 147.1 |
Customer deposits represent bank deposits matched by liabilities to customers of an equal value
(see note 20).
| £m | |
As at 31 December 2024 | 95.0 |
Additions | 39.4 |
Interest expense | 6.4 |
Payment of lease liabilities | (46.0) |
Foreign exchange | (0.1) |
As at 31 December 2025 | 94.7 |
Less: Leases due within one year | (29.6) |
Total leases due after one year | 65.1 |
| 2025 | 2024 | |
| £m | £m | |
Due within one year | 35.0 | 35.0 |
Due between one and two years | 27.0 | 25.8 |
Due between two and three years | 20.5 | 19.0 |
Due between three and four years | 13.6 | 12.8 |
Due between four and five years | 10.7 | 6.0 |
Due beyond five years | 11.4 | 10.4 |
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For the year ended 31 December 2025
| 2024 | ||
| 2025 | £m | |
| £m | (as restated) | |
Trade payables | 87.0 | 91.9 |
Accrued expenses | 206.3 | 214.7 |
Other payables | 105.8 | 90.5 |
Total trade and other payables | 399.1 | 397.1 |
| Other | |||||
| Indirect tax | Legal and | Shop closure | restructuring | ||
| provision | regulatory | provision | costs | Total | |
| £m | £m | £m | £m | £m | |
At 31 December 2024 | 62.4 | 118.7 | 1.4 | 19.0 | 201.5 |
| Charged/(credited) to Income | |||||
| Statement | |||||
Additional provisions recognised | – | 2.6 | 2.9 | 0.9 | 6.4 |
| Provisions released to Income | |||||
Statement | (10.7) | (1.6) | – | (0.3) | (12.6) |
| Other movements | |||||
Reclassifications during the year | (37.8) | – | 2.2 | – | (35.6) |
Utilised during the year | (7.7) | (1.8) | (0.6) | (2.3) | (12.4) |
Foreign exchange differences | 2.2 | 4.8 | – | (1.2) | 5.8 |
At 31 December 2025 | 8.4 | 122.7 | 5.9 | 16.1 | 153.1 |
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For the year ended 31 December 2025
21. Provisions continued
| 2025 | 2024 | |||
Interest rate % | Maturity | £m | £m | |
| Borrowings at amortised cost | ||||
| Bank facilities | CME term | |||
| $575.0m term loan facility | SOFR + 5.35 | 2028 | 386.5 | 410.4 |
£150.0m Equivalent Multi-Currency RCF, and £50.0m Equivalent Multi-Currency RCF, | SONIA + 3.75 | 2028 | – | 85.0 |
refinanced to: | SONIA + 3.75 | 2025 | – | – |
£200.0m Equivalent Multi-Currency RCF | SONIA + 3.75 | 2028 | 116.2 | – |
| Loan Notes | ||||
€582.0m Senior Secured Fixed Rate Notes, refinanced to: | 7.56 | 2027 | – | 471.9 |
€600.0m Senior Secured Fixed Rate Notes | 8.00 | 2031 | 504.5 | – |
| €450.0m Senior Secured Floating Rate | ||||
Notes | EURIBOR + 5.5 | 2028 | 382.1 | 359.9 |
£400.0m Senior Secured Notes | 10.75 | 2030 | 400.0 | 400.0 |
£350.0m Senior Unsecured Notes | 4.75 | 2026 | 10.5 | 10.5 |
Total borrowings | 1,799.8 | 1,737.7 | ||
| Less: Borrowings as due for settlement | ||||
in 12 months | (10.5) | (4.6) | ||
| Total borrowings as due for settlement | ||||
after 12 months | 1,789.3 | 1,733.1 |
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For the year ended 31 December 2025
| Opening | Inflows | Repayments | Non-cash | FX | Total | ||
| Debt | £m | £m | £m | £m | £m | £m | |
2026 | Senior Unsecured Notes | 10.5 | – | – | – | – | 10.5 |
€473.5m term loan facility | 385.7 | – | (383.4) | 0.6 | (2.9) | – | |
$575.0m term loan facility | 401.7 | – | (5.3) | 8.1 | 5.9 | 410.4 | |
| €450.0m Senior Secured | |||||||
Floating Rate Notes | 374.0 | – | – | 3.1 | (17.2) | 359.9 | |
| £400.0m Senior Secured Fixed | |||||||
Rate Notes | – | 400.0 | – | – | – | 400.0 | |
| €582.0m Senior Secured Fixed | |||||||
Rate Notes | 489.2 | – | – | 3.7 | (21.0) | 471.9 | |
| £150.0m and £50.0 Revolving | |||||||
Credit Facility | – | 85.0 | – | – | – | 85.0 | |
1,661.1 | 485.0 | (388.7) | 15.5 | (35.2) | 1,737.7 |
22. Borrowings continued
Loan Notes continued
Senior Unsecured Notes
| Opening | Inflows | Repayments | Non-cash | FX | Total | ||
| Debt | £m | £m | £m | £m | £m | £m | |
2026 | Senior Unsecured Notes | 10.5 | – | – | – | – | 10.5 |
$575.0m term loan facility | 410.4 | – | (4.3) | 8.4 | (28.0) | 386.5 | |
| €450.0m Senior Secured | |||||||
Floating Rate Notes | 359.9 | – | – | 3.6 | 18.6 | 382.1 | |
| £400.0m Senior Secured Fixed | |||||||
Rate Notes | 400.0 | – | – | – | – | 400.0 | |
| €582.0m Senior Secured Fixed | |||||||
Rate Notes – refinanced to €600.0m Senior Secured Fixed | |||||||
Rate Notes | 471.9 | (5.0) | – | 13.2 | 24.4 | 504.5 | |
| £150.0m and £50.0m Revolving | |||||||
| Credit Facility – refinanced | |||||||
| to £200.0m Revolving Credit | |||||||
Facility | 85.0 | 34.0 | – | (2.8) | – | 116.2 | |
1,737.7 | 29.0 | (4.3) | 22.4 | 15.0 | 1,799.8 |
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For the year ended 31 December 2025
23. Financial risk management continued
| 2024 | |||
| 2025 | (restated) | ||
| £m | £m | ||
| Assets at amortised cost | |||
Cash and cash equivalents (note 19) | 231.3 | 265.4 | |
Trade and other receivables (note 18) | 109.7 | 110.1 | |
| Derivative assets held at fair value through the Income Statement | |||
888 | Africa convertible loan (note 24) | 10.0 | 11.9 |
| Designated cash flow hedging relationships | |||
| Derivative assets designated and effective as cash flow hedging | |||
| instruments (note 24): | |||
− Cross-currency swaps | – | 1.2 | |
Total financial assets | 351.0 | 388.6 | |
Non-financial assets | 1,749.9 | 2,251.7 | |
Total assets | 2,100.9 | 2,640.3 | |
| Liabilities held at fair value through the Income Statement | |||
Ante post bets (note 24) | 7.3 | 5.4 | |
| Liabilities at amortised cost | |||
Borrowings (note 22) | 1,799.8 | 1,737.7 | |
Trade and other payables (note 20) | 192.8 | 182.4 | |
Customer deposits (note 20) | 102.9 | 118.3 | |
Lease liabilities (note 17) | 94.7 | 95.0 | |
| Designated cash flow hedging relationships | |||
| Derivative liabilities designated and effective | |||
| as cash flow hedging instruments (note 24): | |||
− Cross-currency swaps | 55.1 | 40.7 | |
− Interest rate swaps | 0.1 | 1.0 | |
Total financial liabilities | 2,252.7 | 2,180.5 | |
Non-financial liabilities | 522.3 | 607.6 | |
Total liabilities | 2,775.0 | 2,788.1 | |
Net (liabilities)/assets | (674.1) | (147.8) |
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Supplementary Information
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For the year ended 31 December 2025
| 2025 | |||||
| On | Less than | 1 to 5 | More than | ||
| demand | 1 year | years | 5 years | Total | |
| £m | £m | £m | £m | £m | |
| Trade and other payables | |||||
(note 20) | – | 192.8 | – | – | 192.8 |
Customer deposits (note 19) | 102.9 | – | – | – | 102.9 |
Borrowings | – | 142.9 | 1,709.4 | 646.0 | 2,498.3 |
| Derivatives and embedded | |||||
derivatives (note 24) | 7.3 | 58.6 | – | – | 65.9 |
Lease liabilities (note 17) | – | 35.0 | 71.8 | 11.4 | 118.2 |
110.2 | 429.3 | 1,781.2 | 657.4 | 2,978.1 |
| 2024 | |||||
| On | Less than | 1 to 5 | More than | ||
| demand | 1 year | years | 5 years | Total | |
| £m | £m | £m | £m | £m | |
| Trade and other payables | |||||
(note 20) | – | 182.4 | – | – | 182.4 |
Customer deposits (note 19) | 118.3 | – | – | – | 118.3 |
Borrowings | – | 121.8 | 1,839.2 | 422.2 | 2,383.2 |
| Derivatives and embedded | |||||
derivatives (note 24) | 5.4 | 42.3 | 10.0 | – | 57.7 |
Lease liabilities (note 17) | – | 35.0 | 63.6 | 10.4 | 109.0 |
123.7 | 381.5 | 1,912.8 | 432.6 | 2,850.6 |
23. Financial risk management continued
Trade receivables continued
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For the year ended 31 December 2025
| 2025 | ||||
| EUR | USD | Other | Total | |
| £m | £m | £m | £m | |
Cash and cash equivalents | 106.9 | 14.5 | 109.9 | 231.3 |
Trade and other receivables | 36.2 | 1.9 | 71.6 | 109.7 |
Derivatives and embedded derivatives | – | 10.0 | – | 10.0 |
Monetary assets | 143.1 | 26.4 | 181.5 | 351.0 |
Trade and other payables | (15.0) | (1.5) | (176.3) | (192.8) |
Customer deposits | (46.4) | (3.0) | (53.5) | (102.9) |
Borrowings | (904.2) | (392.2) | (503.4) | (1,799.8) |
Derivatives and embedded derivatives | – | (55.2) | (7.3) | (62.5) |
Lease liabilities – IFRS 16 | (0.4) | – | (94.3) | (94.7) |
Monetary liabilities | (966.0) | (451.9) | (834.8) | (2,252.7) |
Net financial position | (822.9) | (425.5) | (653.3) | (1,901.7) |
| 2024 | ||||
| EUR | USD | Other | Total | |
| £m | £m | £m | £m | |
Cash and cash equivalents | 101.6 | 37.2 | 126.6 | 265.4 |
Trade and other receivables | 53.8 | 29.8 | 26.5 | 110.1 |
Derivatives and embedded derivatives | – | 13.1 | – | 13.1 |
Monetary assets | 155.4 | 80.1 | 153.1 | 388.6 |
Trade and other payables | (43.0) | (2.7) | (136.7) | (182.4) |
Customer deposits | (36.0) | (13.0) | (69.3) | (118.3) |
Borrowings | (831.8) | (410.4) | (495.5) | (1,737.7) |
Derivatives and embedded derivatives | (18.8) | (22.9) | (5.4) | (47.1) |
Lease liabilities – IFRS 16 | (5.3) | (0.1) | (89.6) | (95.0) |
Monetary liabilities | (934.9) | (449.1) | (796.5) | (2,180.5) |
Net financial position | (779.5) | (369.0) | (643.4) | (1,791.9) |
23. Financial risk management continued
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Supplementary Information
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
| 2024 | ||
| Increase | Decrease | |
| of 100 basis | of 100 basis | |
| points | points | |
| £m | £m | |
Increase/(decrease) in profit | (3.2) | 3.2 |
Increase/(decrease) in equity reserves | (3.2) | 3.2 |
24. Financial instruments
| Level 1 | Level 2 | Level 3 | ||
| £m | £m | £m | ||
| Financial assets | ||||
888 | Africa convertible loan | – | – | 10.0 |
– | – | 10.0 | ||
| Financial liabilities | ||||
Cross-currency swaps | – | 55.1 | – | |
Interest rate swaps | – | 0.1 | – | |
Ante post bet liabilities | – | – | 7.3 | |
– | 55.2 | 7.3 |
| Contractual/ | |
| notional | |
| amount | |
| £m | |
Interest rate swaps | 130.8 |
Cross-currency swaps | 398.6 |
23. Financial risk management continued
| 2025 | |
| EUR | |
10% strengthening | (8.1) |
10% weakening | 8.1 |
| 2024 | |
| EUR | |
10% strengthening | (6.3) |
10% weakening | 6.3 |
| 2025 | ||
| Increase | Decrease | |
| of 100 basis | of 100 basis | |
| points | points | |
| £m | £m | |
Increase/(decrease) in profit | (1.9) | 1.9 |
Increase/(decrease) in equity reserves | (1.9) | 1.9 |
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
888 Africa convertible loan
On 22 March 2022, the Group entered into a joint venture agreement as 19.9% owners of 888
Africa Limited (‘888 Africa’).
Whilst the Group’s equity contribution was not material, as part of the joint venture shareholder
agreement, the Group agreed to lend 888 Africa $8.9m (£7.2m) as a senior secured convertible
loan that can be converted into 60.1% of 888 Africa issued and outstanding shares at the Group’s
discretion in July 2026. As a result of the conversion option, the loan is deemed to be a derivative
financial asset under IFRS 9 ‘Financial Instruments’ and is held at fair value through profit and loss.
At 31 December 2025, the convertible loan has been fair valued using the market approach based
on a 2025 revenue multiple in proven African markets. There are £2.1m fair value losses (2024: nil)
recorded in the Consolidated Income Statement, as a result of the valuation.
888 Emerging loan
On 8 January 2024 the Group entered into a joint venture agreement as 19.9% owners of 888
Emerging Limited (‘888 Emerging’) in a similar structure to the above Africa arrangement. The Group
agreed to lend $3.0m (£2.2m), of which $2.5m (£1.9m) has already been provided, with a conversion
option embedded within the loan which can be converted into 60.1% of 888 Emerging’s issued and
outstanding shares. As of 31 December 2025, the fair value of the convertible option (measured
at fair value through profit and loss) is nil as trading activity is minimal at this early stage of the joint
venture. The loan receivable balance is therefore held at amortised cost.
| 2025 | ||
| Cash flow | Cost of | |
| hedging | hedging | |
| reserve | reserve | |
| £m | £m | |
As at 1 January 2025 | 4.7 | (0.4) |
Change in fair value recorded in OCI | 26.9 | – |
| Reclassifications during the period: | ||
Foreign exchange differences on remeasurement | (10.3) | – |
Interest expenses – hedging activities (note 8) | (20.5) | 0.2 |
As at 31 December 2025 | 0.8 | (0.2) |
24. Financial instruments continued
| Level 1 | Level 2 | Level 3 | ||
| £m | £m | £m | ||
| Financial assets | ||||
Cross-currency swaps | – | 1.2 | – | |
888 | Africa convertible loan | – | – | 11.9 |
– | 1.2 | 11.9 | ||
| Financial liabilities | ||||
Cross-currency swaps | – | 40.7 | – | |
Interest rate swaps | – | 1.0 | – | |
Ante post bet liabilities | – | – | 5.4 | |
– | 41.7 | 5.4 |
| Contractual/ | |
| notional | |
| amount | |
| £m | |
Interest rate swaps | 124.4 |
Cross-currency swaps | 852.4 |
Ante post bets
Ante post bets are a liability arising from an open position at the year-end date in accordance with
the Group’s accounting policy for derivative financial instruments. Ante post bets at 31 December
2025 totalled £7.3m (2024: £5.4m) and are classified as current liabilities.
Ante post bet liabilities are valued using methods and inputs that are not based upon observable market
data and all fair value movements are recognised in revenue in the Consolidated Income Statement.
Although the final value will be determined by future betting outcomes, there are no reasonably possible
changes to assumptions or inputs that would lead to material changes in the fair value determined. The
principal assumptions relate to the Group’s historical gross win margins by betting markets and segments.
Although these margins vary across markets and segments, they are expected to stay broadly consistent
over time, only varying in the short term. The gross win margins are reviewed annually at each year end.
At 31 December 2025, the gross win margins ranged from 2%–25%.
A reconciliation of movements in the ante post bets liability in the year is provided below.
| Ante post | |
| bet liabilities | |
| £m | |
At 31 December 2024 | 5.4 |
Movement through Income Statement | 1.9 |
At 31 December 2025 | 7.3 |
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Supplementary Information
Overview
Governance
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
| As at | Credit/ | Credit/ | Arising on | As at | ||
| 1 January | Prior year | (charge) | (charge) | business | 31 December | |
| 2025 | adjustments | to OCI | to income | combinations | 2025 | |
| £m | £m | £m | £m | £m | £m | |
| Fixed asset temporary | ||||||
differences | 4.6 | (4.5) | – | 5.5 | – | 5.6 |
Intangible assets | (174.1) | 5.9 | – | 64.3 | – | (103.9) |
| Other temporary | ||||||
differences | 30.3 | 0.7 | – | (23.8) | – | 7.2 |
Restricted interest | 17.8 | – | – | 0.9 | – | 18.7 |
Tax losses | 12.5 | 2.7 | – | 11.7 | – | 26.9 |
Total | (108.9) | 4.8 | – | 58.6 | – | (45.5) |
| As at | ||||||
| As at | Credit/ | Credit/ | Arising on | 31 December | ||
| 1 January | Prior year | (charge) | (charge) | business | 2024 | |
| 2024 | adjustments | to OCI | to income | combinations | £m | |
| £m | £m | £m | £m | £m | (as restated) | |
| Fixed asset temporary | ||||||
differences | 7.0 | (5.3) | – | 2.9 | – | 4.6 |
Intangible assets | (181.5) | (0.5) | – | 11.3 | (3.4) | (174.1) |
| Other temporary | ||||||
differences | 31.8 | 0.3 | – | (1.8) | – | 30.3 |
Restricted interest | 17.5 | – | – | 0.3 | – | 17.8 |
Tax losses | 5.3 | 5.6 | – | 1.6 | – | 12.5 |
Total | (119.9) | 0.1 | – | 14.3 | (3.4) | (108.9) |
| 2025 | 2024 | |
| £m | £m | |
| Reflected in the Statement of Financial Position as follows: | ||
Deferred tax assets | 34.7 | 36.3 |
Deferred tax liabilities | (80.2) | (145.2) |
24. Financial instruments continued
Hedging reserves reconciliation continued
| 2024 | ||
| Cash flow | Cost of | |
| hedging | hedging | |
| reserve | reserve | |
| £m | £m | |
As at 1 January 2024 | 15.7 | (1.1) |
Change in fair value recorded in OCI | 13.1 | 0.2 |
| Reclassifications during the period: | ||
Foreign exchange differences on remeasurement | (12.8) | – |
Interest expenses – hedging activities (note 8) | (11.3) | 0.5 |
As at 31 December 2024 | 4.7 | (0.4) |
Contractual maturity analysis
The tables below analyse the Group’s financial liabilities into relevant maturity groupings based on
their contractual maturities for net and gross settled derivative financial instruments.
The amounts disclosed in the table are the contractual undiscounted cash flows:
| 31 December 2025 | |||||
| On | Less than | 1 to 5 | More than | ||
| demand | 1 year | years | 5 years | Total | |
| £m | £m | £m | £m | £m | |
| Interest rate swaps | |||||
EUR trades | – | (0.4) | – | – | (0.4) |
| Cross-currency swaps | |||||
USD trades | – | (58.2) | – | – | (58.2) |
Total | – | (58.6) | – | – | (58.6) |
| 31 December 2024 | |||||
| On | Less than | 1 to 5 | More than | ||
| demand | 1 year | years | 5 years | Total | |
| £m | £m | £m | £m | £m | |
| Interest rate swaps | |||||
EUR trades | – | (0.6) | (0.3) | – | (0.9) |
| Cross-currency swaps | |||||
EUR trades | – | (17.3) | (9.7) | – | (27.0) |
USD trades | – | (24.4) | – | – | (24.4) |
Total | – | (42.3) | (10.0) | – | (52.3) |
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
| Authorised | ||||
| 31 December | 31 December | 31 December | 31 December | |
| 2025 | 2024 | 2025 | 2024 | |
| Number | Number | £m | £m | |
Ordinary Shares of £0.005 each | 1,026,387,500 | 1,026,387,500 | 5.1 | 5.1 |
| Allotted, called up and fully paid | ||||
| 31 December | 31 December | 31 December | 31 December | |
| 2025 | 2024 | 2025 | 2024 | |
| Number | Number | £m | £m | |
| Ordinary Shares of £0.005 | ||||
each at beginning of year | 449,713,067 | 449,045,257 | 2.2 | 2.2 |
Issue of Ordinary Shares of £0.005 each Ordinary Shares of £0.005 each | 460,019 | 667,810 | – | – |
at end of year | 450,173,086 | 449,713,067 | 2.2 | 2.2 |
27. Share-based payments
Equity-settled share benefit charges
As of 31 December 2025, the Group has equity-settled employee shares and share options granted
under three equity-settled employee share incentive plans. The 888 Long-Term Incentive Plan 2015,
which was adopted at the Extraordinary General Meeting on 29 September 2015, is open to all
employees (including Executive Directors) and full-time consultants of the Group, at the discretion of
the Remuneration Committee. Awards under this scheme will vest in instalments over a fixed period
of at least three years subject to the relevant individuals remaining in service. Certain awards are
subject to additional performance conditions imposed by the Remuneration Committee at the
dates of grant, further details of which are given in the Directors’ Remuneration Report.
The second is the evoke plc Long-Term Incentive Plan 2023, which was adopted by shareholders
at the Annual General Meeting on 23 May 2023. As a result of this no further awards have been
granted under the 888 Long-Term Incentive Plan 2015. The evoke plc Long-Term Incentive Plan 2023
is also open to all employees (including Executive Directors), with awards vesting over a period to
be determined by the Remuneration Committee at the time of grant. Awards may or may not be
subject to additional performance conditions imposed by the Remuneration Committee.
In addition, on 8 May 2017, the Board adopted a Deferred Share Bonus Plan (DSBP) in order
to allow the Company to comply with the deferral requirement previously contained in its
Directors’ Remuneration Policy. As a result of the deferral requirement set out in the new Directors’
Remuneration Policy no further awards have been granted under the DSBP. Further details are set
out in the Directors’ Remuneration Report.
25. Deferred tax continued
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Supplementary Information
Overview
Governance
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
Ordinary Shares granted (subject to performance conditions)
| 2025 | 2024 | |
| Number | Number | |
Outstanding at the beginning of the year | 11,342,045 | 4,434,744 |
Shares granted during the year | 13,568,867 | 11,545,041 |
Lapsed future vesting shares | (2,505,030) | (4,621,560) |
Shares issued upon vesting during the year | – | (16,180) |
Outstanding at the end of the year | 22,405,882 | 11,342,045 |
Averaged remaining life until vesting | 1.79 years | 2.09 years |
The Group granted 13,090,320 shares on 27 March 2025 and 478,547 shares on 19 August 2025 (2024:
11,545,041). The share prices at the grant date were 51¢ and 59¢ respectively. Shares outstanding
at the end of the year consist of 22,405,882 shares subject to 50% EPS growth target, and 50% total
shareholder return (TSR).
Further details of performance conditions that have to be satisfied on these awards are set out in the
Directors’ Remuneration Report. The EPS growth target is taken into account when determining the
number of shares expected to vest at each reporting date, and the TSR target is taken into account
when calculating the fair value of the share grant.
Valuation information – shares granted under TSR condition:
Shares granted during the year: | 2025 | 2024 |
Share pricing model used | Monte Carlo | Monte Carlo |
Determined fair value | £0.34 | £0.59 |
Number of shares granted | 13,568,867 | 11,775,694 |
Average risk-free interest rate | 4.10% | 3.95% |
Average standard deviation | 62.1% | 58.3% |
Average standard deviation of peer group | 37.7% | 41.9% |
Valuation information – shares granted
2025 | 2024 | |||
| Without | With | Without | With | |
| performance | performance | performance | performance | |
| conditions | conditions | conditions | conditions | |
| Weighted average share price | ||||
at grant date | – | £0.51 | £0.89 | £0.88 |
| Weighted average share price | ||||
at issue of shares | £0.56 | – | £0.68 | £0.99 |
Ordinary Shares granted for future vesting with EPS growth performance conditions are valued at the
share price at grant date, which the Group considers approximates to the fair value. The restrictions
on the shares during the vesting period, primarily relating to non-receipt of dividends, are considered
to have an immaterial effect on the share option charge.
27. Share-based payments continued
Equity-settled share benefit charges continued
Details of equity-settled shares as part of the All Employee Plan (AEP), the LTIP and the DSBP are set
out below:
Ordinary Shares granted (without performance conditions)
| 2025 | 2024 | |
| Number | Number | |
Outstanding future vesting equity awards at the beginning of the year | 691,038 | 2,282,514 |
Future vesting equity awards granted during the year | – | 230,680 |
Future vesting equity awards lapsed during the year | (340) | (1,170,526) |
Shares issued upon vesting during the year | (460,019) | (651,630) |
Outstanding future vesting equity awards at the end of the year | 230,679 | 691,038 |
Averaged remaining life until vesting | 0.24 years | 0.77 years |
The outstanding future vesting equity awards at the end of the year are set out below:
Deferred Share Bonus Plan
| 2025 | 2024 | |
| Number | Number | |
Outstanding future vesting equity awards at the beginning of the year | – | 38,058 |
Future vesting equity awards granted during the year | – | – |
Future vesting equity awards lapsed during the year | – | (18,041) |
Shares exercised during the year | – | (20,017) |
Outstanding future vesting equity awards at the end of the year | – | – |
Averaged remaining life until vesting | – | – |
Ordinary Shares granted for future vesting are valued at the share price at grant date, which the
Group considers approximates to the fair value. The Group recognised the following as treasury
shares as of 31 December 2025:
(i) 11 March 2022, the Group purchased 356,977 shares on the open market at an average price
of 193.0¢ per share;
(ii) 22 March 2021, the Group purchased 220,225 shares on the open market at an average price
of 362.0¢ per share; and
(iii) 29 April 2020, the Group purchased 130,796 shares on the open market at an average price
of 143.7¢ per share.
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
| 2025 | 2024 | |
| % | % | |
Rate of increase of pensions (non-pensioner) | 2.8 | 2.9 |
Rate of increase of pensions (pensioner) | 2.9 | 3.2 |
Discount rate | 5.5 | 5.4 |
Rate of RPI inflation (non-pensioner) | 2.9 | 3.1 |
Rate of RPI inflation (pensioner) | 3.0 | 3.4 |
Rate of CPI inflation (non-pensioner) | 2.5 | 2.7 |
Rate of CPI inflation (pensioner) | 2.4 | 2.7 |
27. Share-based payments continued
Valuation information – shares granted continued
In accordance with IFRS 2 a charge to the Consolidated Income Statement in respect of any shares
or options granted under the above schemes is recognised and spread over the vesting period of
the shares or options based on the fair value of the shares or options at the grant date, adjusted for
changes in vesting conditions at each balance sheet date. These charges have no cash impact.
Share benefit charges
| 2025 | 2024 | |
| £m | £m | |
Equity-settled charge/(credit) for the year | 2.9 | 2.7 |
Total share benefit (credit)/charge | 2.9 | 2.7 |
| 2025 | 2024 | |
| £m | £m | |
Defined contribution schemes charged to operating profit | 8.8 | 8.8 |
Defined benefit scheme charged to operating profit | 2.7 | 2.7 |
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Supplementary Information
Overview
Governance
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
28. Retirement benefit schemes continued
William Hill pension schemes continued
Disclosure of principal assumptions continued
| 2025 | 2024 | |
| Life expectancy at age 65 | Years | Years |
Male retiring now | 21.7 | 21.3 |
Male retiring in 25 years’ time | 23.4 | 23.0 |
Female retiring now | 23.7 | 23.5 |
Female retiring in 25 years’ time | 25.5 | 25.4 |
| 2025 | 2024 | |
| £m | £m | |
Total market value of assets | 215.0 | 225.3 |
Present value of scheme liabilities | (215.2) | (225.1) |
Effect of asset ceiling | 0.2 | (0.2) |
Net assets in scheme at end of year | – | – |
| 2025 | 2024 | |
| £m | £m | |
Buy-in policies | 212.5 | 221.7 |
Scheme bank account | 2.5 | 2.1 |
Double insured members | – | 1.5 |
Total scheme assets | 215.0 | 225.3 |
| Year to | Year to | |
| 31 December | 31 December | |
| 2025 | 2024 | |
| £m | £m | |
Current service cost | 0.9 | 1.0 |
Administration expenses | 1.8 | 1.7 |
Total operating charge | 2.7 | 2.7 |
| 2025 | 2024 | |
| £m | £m | |
Actual return less expected return on pension scheme assets | 4.5 | 21.3 |
Actuarial gain/(loss) on demographic assumptions | 1.1 | (0.2) |
Actuarial gain/(loss) on experience adjustment | 1.0 | (1.4) |
Actuarial loss arising from changes in financial assumptions | (7.0) | (20.6) |
Actuarial remeasurements | (0.4) | (0.9) |
Change in the impact of asset ceiling | (0.2) | 0.2 |
Income recognised as other comprehensive income | (0.6) | (0.7) |
| 2025 | 2024 | |
| £m | £m | |
Opening defined benefit obligations | 225.1 | 255.3 |
Current service cost | 0.9 | 1.0 |
Interest cost | 11.7 | 11.1 |
Actuarial gain on financial assumptions | (7.0) | (20.6) |
Actuarial loss/(gain) on demographic assumptions | 1.1 | (0.2) |
Actuarial loss/(gain) on experience adjustment | 1.0 | (1.4) |
Benefits paid | (16.7) | (19.1) |
Insurance premium for risk benefits | (0.9) | (1.0) |
As at 31 December 2025 | 215.2 | 225.1 |
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
28. Retirement benefit schemes continued
William Hill pension schemes continued
Scheme assets continued
| 2025 | 2024 | |
| £m | £m | |
Opening scheme assets | 225.3 | 255.4 |
Interest income on plan assets | 11.7 | 11.1 |
Return on plan assets (excluding interest income) | (4.5) | (21.3) |
Company contributions | 1.9 | 1.9 |
Administration expenses charged to operating (loss)/profit | (1.8) | (1.7) |
Benefits paid | (16.7) | (19.1) |
Insurance premium for risk benefits | (0.9) | (1.0) |
As at 31 December 2025 | 215.0 | 225.3 |
| 2025 | 2024 | |
| £m | £m | |
Less than one year | 15.0 | 14.9 |
Between one and two years | 15.4 | 15.4 |
Between two and five years | 48.8 | 48.8 |
Between five and ten years | 90.9 | 91.3 |
| 2025 | 2024 | |
| £m | £m | |
Short-term benefits | 1.2 | 1.4 |
Post-employment benefits | 0.1 | 0.1 |
Share benefit charges – equity-settled | – | 0.2 |
1.3 | 1.7 |
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Supplementary Information
Overview
Governance
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
| Percentage of | ||||
Name | Jurisdiction | equity interest | Nature of business | |
888 (Ireland) Limited | Malta | 100% | Holds Irish online betting licence | |
888 | Acquisitions Limited | Gibraltar | 100% | Principal group external borrowing company |
888 | Acquisitions LLC | Delaware | 100% | Dormant Company |
888 | Atlantic Limited | Gibraltar | 100% | Holds US B2B licenses |
888 | Cayman Finance Limited | Cayman Islands | 100% | Holding Company |
888 | CZ Limited | Gibraltar | 100% | Dormant Company |
888 | Denmark Limited | Malta | 100% | Holds Danish online gaming licence |
888 | France Limited (in liquidation) | Malta | 100% | In liquidation |
888 | Germany Limited | Malta | 100% | Holds German online gaming licences |
888 | Italia Limited | Malta | 100% | Holds Italian online gaming licence |
888 | Liberty Limited | Gibraltar | 100% | Holds Delaware B2B licence |
888 | Netherlands Limited | Malta | 100% | Dormant Company |
888 | Online Games España, S.A. | Ceuta | 100% | Holds Spanish online gaming licence |
888 | Portugal Limited | Malta | 100% | Holds Portuguese online gaming licence |
888 | Romania Limited | Malta | 100% | Held Romanian online gaming licence until Aug 2025 |
888 | Sweden Limited | Malta | 100% | Holds Swedish online gaming licence |
888 | UK Interactive Holdings Limited | England & Wales | 100% | Holding Company |
888 | UK Limited | Gibraltar | 100% | Holds UK&I online gaming licence |
888 | US Holdings Inc. | Delaware | 100% | Holding company |
888 | US Inc. | Delaware | 100% | Holding company |
888 | US Limited | Gibraltar | 100% | Holds Nevada IGSP licence |
888 | US Services Inc. | Delaware | 100% | US operations company |
888 | VHL UK Holdings Limited | England & Wales | 100% | Holding Company |
A.J.Schofield Limited (in liquidation) | England & Wales | 100% | In liquidation | |
AAPN Holdings LLC | Delaware | 100% | Holding company | |
AAPN New Jersey LLC | New Jersey | 100% | Dormant Company | |
Ad-Gency Limited (in liquidation) | Israel | 100% | In liquidation | |
Admar Services (Gibraltar) Limited | Gibraltar | 100% | Group marketing services company | |
Admar Services (Malta) Limited | Malta | 100% | Group marketing services company |
132
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
| Percentage of | ||||
Name | Jurisdiction | equity interest | Nature of business | |
Arena Racing Limited | England & Wales | 100% | Dormant Company | |
B.B.O'Connor (Lottery) Limited (dissolved May 2025) | Jersey | 100% | Dissolved | |
B.J.O'Connor Holdings Limited | Jersey | 100% | Dormant Company | |
B.J.O'Connor Limited | Jersey | 100% | Holds Class 1 bookmakers licence in Jersey | |
Baseflame Limited (dissolved Dec 2025) | England & Wales | 100% | Dissolved | |
Bradlow Limited | England & Wales | 100% | Dormant Company | |
Brigend Limited | Gibraltar | 100% | Dormant Company | |
Brooke Bookmakers Limited | England & Wales | 100% | Dormant Company | |
Camec (Scotland) Limited | England & Wales | 100% | Dormant Company | |
Camec (Southern) Limited (in liquidation) | England & Wales | 100% | In liquidation | |
Camec Limited | England & Wales | 100% | Dormant Company | |
Cassava Enterprises (Gibraltar) Limited | Gibraltar | 100% | Dormant Company | |
Cassava Holdings Limited | Antigua & Barbuda | 100% | Dormant Company | |
Cellpoint Investments Limited | Cyprus | 100% | Dormant Company | |
City Tote Limited (dissolved Dec 2025) | England & Wales | 100% | Dissolved | |
Concession Bookmakers Limited (dissolved Dec 2025) | England & Wales | 100% | Dissolved | |
Dansk Underholding Limited | Malta | 100% | Dormant Company | |
Deluxe Online Limited (dissolved Dec 2025) | England & Wales | 100% | Dissolved | |
Deviceguide Limited (dissolved April 2026) | England & Wales | 100% | Dormant Company | |
Dixie Operations Limited | Antigua & Barbuda | 100% | Dormant company | |
Entertainment Ventures Europe 2019 Ltd | Malta | 100% | Dormant company | |
Evenmedia Limited (dissolved Dec 2025) | England & Wales | 100% | Dissolved | |
Evoke Gaming Ltd | Malta | 100% | Dormant Company | |
evoke Treasury Services Limited | England & Wales | 100% | Group treasury services company | |
Fordart Limited | Gibraltar | 100% | Holds gaming supplier contracts | |
Fred Parkinson Management Limited (dissolved April 2026) | England & Wales | 100% | Dissolved | |
Gaming Ventures Europe 2019 Limited | Malta | 100% | Dormant company | |
Gisland Limited | Gibraltar | 100% | 888 | Group PSP and Finance Company |
Goodfigure Limited (dissolved Dec 2025) | England & Wales | 100% | Dissolved | |
Grand Parade Limited | England & Wales | 100% | Software development | |
Grand Parade Sp. z o.o. | Poland | 100% | Software development |
31. Related undertakings continued
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
| Percentage of | ||||
Name | Jurisdiction | equity interest | Nature of business | |
Green Gaming Group Ltd | Malta | 100% | Holding company | |
GUS Carter (Cash) Limited (dissolved April 2026) | England & Wales | 100% | Dissolved | |
GUS Carter Limited | England & Wales | 100% | Dormant Company | |
James Lane (Bookmaker) Limited | England & Wales | 100% | Dormant Company | |
James Lane (Turf Accountants) Limited | England & Wales | 100% | Dormant Company | |
James Lane Group Limited | England & Wales | 100% | Dormant Company | |
Laystall Limited | England & Wales | 100% | Dormant Company | |
Live 5 Holdings Limited | England & Wales | 100% | Dormant Company | |
Live 5 Limited | England & Wales | 100% | Dormant Company | |
Matsbest Limited (dissolved April 2026) | England & Wales | 100% | Dissolved | |
Matsgood Limited (dissolved April 2026) | England & Wales | 100% | Dissolved | |
Mr Green & CO AB | Sweden | 100% | Holding Company | |
Mr Green & Co Optionsbarare AB | Sweden | 100% | Dormant Company | |
Mr Green Consultancy Services Ltd. | England & Wales | 100% | Dormant Company | |
Mr Green Consulting AB | Sweden | 100% | Dormant Company | |
Mr Green Limited | Malta | 100% | Mr Green principal operating company | |
MRG IP Limited | Malta | 100% | Mr Green IP company | |
MRG Spain PLC (sold 11 March 2026) | Malta | 100% | Sold | |
New Gambling Solutions S.R.L | Romania | 51% | Romania licensed operating company | |
New Wave Virtual Ventures Limited | Gibraltar | 100% | Dormant company | |
Nimverge Tech India Private Limited | India | 100% | Dormant Company | |
Online Entertainment Limited | Gibraltar | 100% | Dormant Company | |
Orion Sky Marketing Ltd | Gibraltar | 51% | Marketing Services Company | |
Phonethread Limited | England & Wales | 100% | Holding Company | |
Random Logic Limited | Israel | 100% | 888 | Israeli operations company |
Random Logic IP Limited | Israel | 100% | Dormant Company | |
Random Logic Ventures Limited | Israel | 100% | Holding company | |
Regency Bookmakers (Midlands) Limited | England & Wales | 100% | Dormant Company | |
Selwyn Demmy (Racing) Limited (dissolved April 2026) | England & Wales | 100% | Dissolved | |
Sparkware Technologies SRL | Romania | 100% | Group services Company | |
Spectate Limited | Ireland | 100% | 888 brand owner, tech services and other activities |
31. Related undertakings continued
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| Percentage of | |||
Name | Jurisdiction | equity interest | Nature of business |
Spectate IP Limited | Ireland | 100% | Dormant Company |
T H Jennings (Harlow Pools) Limited | England & Wales | 100% | Dormant Company |
Trackcycle Limited (dissolved April 2026) | England & Wales | 100% | Dissolved |
VDSL (International) Limited | Gibraltar | 100% | Market operator for Canadian customers |
VHL America LLC | Delaware | 100% | Dormant Company |
VHL Colorado LLC | Colorado | 100% | Dormant Company |
VHL Financing (Malta) Limited | Malta | 100% | Holding Company |
VHL Financing Limited | Gibraltar | 100% | Holding company |
VHL Indiana LLC | Indiana | 100% | Dormant Company |
VHL Iowa LLC | Iowa | 100% | Dormant Company |
VHL Louisiana LLC | Louisiana | 100% | Dormant Company |
VHL Maryland LLC | Maryland | 90% | Dormant Company |
VHL Massachusetts LLC | Massachusetts | 100% | Dormant Company |
VHL Michigan LLC | Michigan | 100% | Dormant Company |
VHL Missouri LLC | Missouri | 100% | Dormant Company |
VHL New Jersey LLC | New Jersey | 100% | Dormant Company |
VHL Ohio LLC | Ohio | 100% | Dormant Company |
VHL Ontario Limited | Gibraltar | 100% | Provides gaming services via Ontario regulator |
VHL Virginia LLC | Virginia | 100% | Dormant Company |
Vickers Bookmakers Limited (in liquidation) | England & Wales | 100% | In liquidation |
Virtual Digital Services Limited | Malta | 100% | Holds Maltese online gaming licence |
Virtual Emerging Entertainment Limited | Gibraltar | 100% | Holding company |
Virtual Global Digital Services Limited | Gibraltar | 100% | Holds Gibraltar online gaming licence |
Virtual Internet Services Limited | Gibraltar | 100% | Gibraltar operating company |
Virtual IP Assets Limited | Antigua & Barbuda | 100% | Dormant company |
Virtual Marketing Services (Gibraltar) Limited | Gibraltar | 100% | Marketing services company |
Virtual Marketing Services (Ireland) Limited | Ireland | 100% | Dormant Company |
Virtual Marketing Services (UK) Limited | England & Wales | 100% | Marketing services company |
Virtual Share Services Limited | Gibraltar | 100% | 888 employee share schemes company |
Vynplex Limited (dissolved Dec 2025) | England & Wales | 100% | Dissolved |
WHG (International) Limited | Gibraltar | 100% | Main Gibraltar operating company, holds gaming licence |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
31. Related undertakings continued
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| Percentage of | |||
Name | Jurisdiction | equity interest | Nature of business |
WHG (Malta) Limited | Malta | 100% | Dormant company |
WHG Ceuta S.A. | Ceuta | 100% | Holds Spanish online gaming licence |
WHG Customer Services Philippines, INC | Philippines | 100% | Group services company |
WHG IP Licensing Limited | Gibraltar | 100% | Dormant Company |
WHG ITALIA SrL | Italy | 100% | Italian group services company |
WHG Online Marketing Spain S.A. | Spain | 100% | Spanish group services company |
WHG Services (Bulgaria) Limited EOOD (in liquidation) | Bulgaria | 100% | In liquidation |
WHG Services (Philippines) Limited | Gibraltar | 100% | Dormant Company |
WHG Services Limited | England & Wales | 100% | UK group services company |
WHG Trading Limited | Gibraltar | 100% | Holding Company |
Will Hill Limited | England & Wales | 100% | Holding Company |
Will Hill Succursal Argentina | Argentina | 100% | Argentinian branch – dormant |
William Hill (Alba) Limited (dissolved April 2026) | Scotland | 100% | Dormant Company |
William Hill (Caledonian) Limited | Scotland | 100% | Dormant Company |
William Hill (Course) Limited (dissolved Dec 2025) | England & Wales | 100% | Dissolved |
William Hill (Edgeware Road) Limited | England & Wales | 100% | Dormant Company |
William Hill (Effects) Limited (dissolved April 2026) | England & Wales | 100% | Dissolved |
William Hill (Essex) Limited | England & Wales | 100% | Dormant Company |
William Hill (Football) Limited (dissolved April 2026) | England & Wales | 100% | Dormant Company |
William Hill (Goods) Limited | England & Wales | 100% | Dormant Company |
William Hill (IOM) No. 3 Limited | Isle of Man | 100% | Dormant Company |
William Hill (London) Limited (dissolved April 2026) | England & Wales | 100% | Dissolved |
William Hill (Malta) Limited | Malta | 100% | Dormant Company |
William Hill (Midlands) Limited | England & Wales | 100% | Dormant Company |
William Hill (North Eastern) Limited | England & Wales | 100% | Dormant Company |
William Hill (North Western) Limited | England & Wales | 100% | Dormant Company |
William Hill (Northern) Limited (in liquidation) | Scotland | 100% | In liquidation |
William Hill (Products) Limited (dissolved December 2025) | England & Wales | 100% | Dissolved |
William Hill (Resources) Limited | England & Wales | 100% | Dormant Company |
William Hill (Scotland) Limited | Scotland | 100% | Dormant Company |
William Hill (Southern) Limited | England & Wales | 100% | Dormant Company |
31. Related undertakings continued
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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| Percentage of | |||
Name | Jurisdiction | equity interest | Nature of business |
William Hill (Strathclyde) Limited (in liquidation) | Scotland | 100% | In liquidation |
William Hill (Supplies) Limited (dissolved December 2025) | England & Wales | 100% | Dissolved |
William Hill (Wares) Limited (dissolved April 2026) | England & Wales | 100% | Dissolved |
William Hill (Western) Limited | England & Wales | 100% | Dormant Company |
William Hill Bookmakers (Ireland) Limited | Ireland | 100% | Dormant Company |
William Hill Call Centre Limited | Ireland | 100% | Dormant Company |
William Hill Cayman Holdings Limited | Cayman Islands | 100% | Holding Company |
William Hill Credit Limited | England & Wales | 100% | Dormant Company |
William Hill Employee Shares Trustee Limited (dissolved April 2026) | England & Wales | 100% | Dissolved |
William Hill Finance Limited | England & Wales | 100% | Holding Company |
William Hill Gametek AB | Sweden | 100% | Dormant company |
William Hill Global PLC | Malta | 100% | Holds sports and gaming licences for smaller markets |
William Hill Holdings Limited | England & Wales | 100% | Holding Company |
William Hill Investments Limited | England & Wales | 100% | Holding Company |
William Hill Limited | England & Wales | 100% | Holding Company |
William Hill Malta PLC | Malta | 100% | Holds Italian online gaming licence |
William Hill Offshore Limited | Ireland | 100% | Dormant Company |
William Hill Organization Limited | England & Wales | 100% | Main UK operating company, including Retail |
William Hill Steeplechase Limited | Gibraltar | 100% | Dormant company |
William Hill Technology Services Private Limited | India | 100% | Group Technology Services Company |
William Hill Trustee Limited | England & Wales | 100% | Acting as Trustee to the William Hill Pension Scheme |
Willstan Properties Limited | Northern Ireland | 100% | Dormant Company |
Willstan Racing (Ireland) Limited | Ireland | 100% | Dormant Company |
Willstan Racing Holdings Limited | England & Wales | 100% | Dormant Company |
Willstan Racing Limited | England & Wales | 100% | Dormant Company |
Windsors (Sporting Investments) Limited | England & Wales | 100% | Dormant Company |
Wise Entertainment DK ApS (in liquidation) | Denmark | 100% | In liquidation |
Wizard's Hat Limited | Malta | 100% | Dormant Company |
31. Related undertakings continued
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
32. Post balance sheet events
On 31 March 2026, the Group announced the planned closure of c.15% of its retail stores following
a comprehensive review of the retail estate and operating model that identified that parts of the
estate are no longer commercially viable. This followed the closure of 68 shops in Q4 2025 that were
identified as phase 1 of the same programme. Whilst this is a non-adjusting post balance sheet event,
the combined programme is currently expected to improve Adjusted EBITDA by £11m on a fully
annualised basis with c.£13m of associated cash costs of closure, £2m of which was incurred in 2025
with the balance to be incurred in 2026.
On 20 April 2026, in response to media speculation the Group announced that in connection with
the ongoing strategic review, it was in discussions with Bally’s Intralot S.A. regarding a possible offer for
the entire issued and to be issued share capital of the Group at a price of 50p per share. At the date
of this report discussions remain ongoing.
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Appendix 1 – Alternative Performance Measures
In reporting financial information, the Board uses various Alternative Performance Measures (“APMs”) which it believes provide useful additional information for understanding the financial performance
and financial health of the Group. These APMs should be considered in addition to IFRS measures and are not intended to be a substitute for them. Since IFRS does not define APMs, they may not be directly
comparable to similar measures used by other companies.
The Board uses APMs to improve the comparability of information between reporting periods by adjusting for non-recurring or uncontrollable factors which affect IFRS measures, to aid users in understanding
the Group’s performance.
Consequently, the Board and management use APMs for performance analysis, planning, reporting and incentive-setting.
APM
Closest equivalent
IFRS measure Definition/purpose Reconciliation/calculation
Adjusted EBITDA Operating profit/loss Adjusted EBITDA is defined as operating profit or loss excluding share benefit charges, foreign
exchange, depreciation and amortisation, fair value gains and any exceptional items which are
typically non-recurring in nature.
A reconciliation of this measure
is provided on the face of the
Consolidated Income Statement.
Adjusted EBITDA margin No direct equivalent Adjusted EBITDA margin is defined as adjusted EBITDA divided by revenue. It is a measure of the
business’s profitability and also measures how much revenue the business converts into underlying
profitability. Improving adjusted EBITDA margin is a key strategic priority for the Group.
See note A.
Adjusted basic and
diluted EPS
Earnings per share Adjusted basic EPS is defined as adjusted profit after tax attributable to equity holders of the parent
divided by the weighted average number of ordinary shares in issue and outstanding during the year
during the financial year.
Adjusted diluted EPS is defined as adjusted profit after tax attributable to equity holders of the parent
divided by the Weighted average number of dilutive ordinary shares.
Reconciliations of these measures
are provided in note 10 of the
financial statements.
Adjusted profit after tax Profit after tax Adjusted profit after tax is defined as profit after tax before amortisation of acquired intangibles and
finance fees, foreign exchange, share benefit charges, exceptional items, fair value gains and tax on
exceptional items.
A reconciliation of this measure
is disclosed in note 10 of the
financial statements.
Exceptional and
adjusted items
No direct equivalent Exceptional items are those items the Directors consider to be one-off or material in nature or size that
should be brought to the reader’s attention in understanding the Group’s financial performance.
Adjusted items are recurring items that are excluded from internal measures of underlying performance,
and which are not considered by the Directors to be exceptional. This relates to the amortisation of
specific intangible assets recognised in acquisitions and finance fees, foreign exchange, fair value
gains and share benefit charges.
Exceptional items and adjusted
items are included on the face of the
Consolidated Income Statement with
further detail provided in note 3 of the
financial statements.
Effective tax rate Income tax expense This measure is the tax charge for the year divided by profit before tax, expressed as a percentage. Effective tax rate is disclosed in note 9
of the financial statements.
Effective tax rate on
adjusted profit
No direct equivalent This measure is the tax charge for the year, adjusted for the tax effect of adjusted items, divided by
adjusted profit before tax, expressed as a percentage.
Adjusted effective tax rate is disclosed
in note 9 of the financial statements.
Leverage ratio No direct equivalent Leverage ratio is calculated as net debt divided by the previous 12-months adjusted EBITDA. Net debt
comprises the principal outstanding balance of borrowings, the fair value of the derivative swaps
held against this debt, accrued interest on those borrowings and lease liabilities less cash and cash
equivalents (excluding customer deposits).
See note B.
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Supplementary Information
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Appendix 1 – Alternative Performance Measures
continued
Note A
Retail
£m
UK&I Online
£m
International
£m
Corporate
£m
Total
£m
2025
Revenue from continuing
businesses 501.0 674.0 606.9 – 1,781.9
Adjusted EBITDA 55.0 151.3 175.4 (25.5) 356.2
Adjusted EBITDA margin % 11.0% 22.4% 28.9% N/A 20.0%
2024
Revenue from continuing
businesses 506.1 693.2 555.2 – 1,754.5
Adjusted EBITDA 66.4 142.7 130.0 (26.6) 312.5
Adjusted EBITDA margin % 13.1% 20.6% 23.4% N/A 17.8%
Note B
2025
£m
2024
£m
Borrowings (1,799.8) (1,737.7)
Add back loan transaction fees (41.4) (61.6)
Add derivatives (55.2) (40.5)
Gross borrowings (1,896.4) (1,839.8)
Lease liability (94.7) (95.0)
Cash (excluding customer balances) 128.4 147.1
Net debt (1,862.7) (1,787.7)
Adjusted EBITDA 356.2 312.5
Financial leverage ratio 5.2 5.7
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Company Statement of Financial Position
At 31 December 2025
Note
2025
£m
2024
£m
Liabilities
Current liabilities
Other payables 5 4.0 1.7
Income tax payable 5 9.4 –
Financial guarantees 9 4.7 5.7
Loan payable to subsidiaries 8 20.8 21.3
Amounts due to related parties 8 108.3 110.1
147.2 138.8
Non-current liabilities
Loan payable to subsidiaries 8 – –
– –
Total liabilities 147.2 138.8
Total equity and liabilities 292.4 339.9
Includes net loss of the Company for the year ended 31 December 2025 of £58.8m (31 December
2024: net loss of £1.9m).
The financial statements on pages 141 and 142 were approved and authorised for issue by the Board
of Directors on 29 April 2026 and were signed on its behalf by:
Per Widerström Sean Wilkins
Chief Executive Officer Chief Financial Officer
The notes on pages 143 and 144 form part of these financial statements.
Note
2025
£m
2024
£m
Assets
Non-current assets
Investments in subsidiaries 2 44.6 42.3
Loan to related parties 8 136.4 129.4
181.0 171.7
Current assets
Trade and other receivables 3 19.6 18.1
Corporate tax assets 0.7 0.7
Amounts due from related parties 8 91.1 149.4
111.4 168.2
Total assets 292.4 339.9
Equity and liabilities
Equity
Share capital 4 2.2 2.2
Share premium 4 160.7 160.7
Treasury shares 4 (0.6) (0.6)
Retained earnings
1
(17.1) 38.8
Total equity 145.2 201.1
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Governance
Company Statement of Changes in Equity
For the year ended 31 December 2025
Company Statement of Cash Flows
For the year ended 31 December 2025
Note
2025
£m
2024
£m
Cash flows from operating activities:
Loss before tax (excluding impairment of £57.3m (2024: £48.5m)) (1.5) (1.9)
Adjustments for:
Interest on loans to related parties (7.0) (7.0)
Interest on loans from subsidiaries 0.8 1.1
Non-cash items 2.9 5.7
Cash used in operating activities before
working capital movement (4.8) (2.1)
Movements in working capital
Increase/(decrease) amounts owed by subsidiaries 3, 5 3.9 (6.9)
Increase in other receivables 3 (1.4) (1.8)
Increase/(decrease) in other payables and accrued expenses 5 2.3 (4.1)
Net cash from (used in) operating activities – (14.9)
Cash flows from investing activities
Loans from subsidiaries – (12.3)
Net cash used in investing activities – (12.3)
Cash flows from financing activities:
Financing from subsidiaries – 27.2
Net cash generated from financing activities – 27.2
Net increase/(decrease) in cash and cash equivalents – –
Cash and cash equivalents at the beginning of the year – –
Cash and cash equivalents at the end of the year – –
The notes on pages 143 to 144 form part of these financial statements.
Share
capital
£m
Share
premium
£m
Treasury
shares
£m
Retained
earnings
£m
(restated)
Total
£m
Balance at 1 January 2024 2.2 160.7 (0.6) 38.0 200.3
Loss for the year – – – (1.9) (1.9)
Vesting on deferred share bonus
plan – – – – –
Equity-settled share benefit
charges (note 8) – – – 2.7 2.7
Balance at 31 December 2024 2.2 160.7 (0.6) 38.8 201.1
Loss for the year – – – (58.8) (58.8)
Vesting on deferred share bonus
plan – – – – –
Equity-settled share benefit
credits (note 8) – – – 2.9 2.9
Balance at 31 December 2025 2.2 160.7 (0.6) (17.1) 145.2
The following describes the nature and purpose of each reserve within equity.
Share capital – represents the nominal value of shares allotted, called-up and fully paid for.
Share premium – represents the amount subscribed for share capital in excess of nominal value.
Treasury shares – represent reacquired own equity instruments. Treasury shares are recognised at
cost and deducted from equity.
Retained earnings – represents the cumulative net gains and losses recognised in the parent
company Statement of Comprehensive Income and other transactions with equity holders.
The notes on pages 143 and 144 form part of these financial statements.
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Notes to the Company Financial Statements
For the year ended 31 December 2025
Management can conclude that all impairment indicators have been appropriately identified,
impairments required under IFRS 9 have been recognised in full and the carrying values of assets
recognised in the parent company financial statements are stated at amounts that are recoverable
as at 31 December 2025.
2. Investments in subsidiaries
The Company’s principal subsidiaries are listed in note 31 to the consolidated financial statements.
In the Company’s financial statements, investments in subsidiaries are held at cost less provision for
any impairment. The Group applies IFRS 2 ‘Share-based Payment’. Consequently, the Company
recognises as a cost of investment the value of its own shares that it makes available for the purpose
of granting share options to employees or contractors of its subsidiaries. The net movement in
investment in subsidiaries during the year was £2.3m (2024: £2.7m). For 2025, the movement included
share-based payment charges of £2.9m in 2025 (2024: £2.7m). The Company made £nil capital
contributions during the year (2024: £nil) in respect of incorporation of new subsidiaries.
3. Trade and other receivables
2025
£m
2024
£m
Other receivables and prepayments 3.8 3.1
Restricted short-term deposits 15.8 15.0
19.6 18.1
The carrying value of trade and other receivables approximates to their fair value. An expected
credit loss assessment for material balances has been performed. None of the balances included
within trade and other receivables are past due and no material expected credit loss provision is
required in either year.
4. Share capital
The disclosures in note 26 to the consolidated financial statements are consistent with those for the
Company, including capital management in note 23 to the consolidated financial statements.
1. General information and accounting policies
A description of the Company and definitions are included in General information on page 95
of the consolidated financial statements.
The Company’s financial statements have been prepared in accordance with UK adopted
international accounting standards in accordance with the requirements of the Gibraltar
Companies Act 2014. The Company has taken advantage of the exemption to not prepare an
Income Statement. The financial statements have been prepared on a historical cost basis,
except where certain assets or liabilities are held at amortised cost or at fair value as described
in the Company’s accounting policies.
All values are rounded to the closest hundred thousand, except when otherwise indicated.
Going concern
Refer to the basis of preparation in note 1 to the consolidated financial statements for a description
of the company’s ability to continue as a going concern.
The material accounting policies applied in the financial statements in the prior year have been
applied consistently in these financial statements, except for the amendments to accounting
standards effective for the annual periods beginning on 1 January 2025. These are described in
more detail in note 1 to the consolidated financial statements.
Investment in subsidiaries
The Company’s investments in subsidiaries are carried at cost less provisions resulting from impairment.
Share-based payments
The financial effect of awards by the Company of options over its equity shares to employees of
subsidiary undertakings is recognised by the Company in its individual financial statements as an
adjustment to its investment in subsidiaries with an opposite adjustment to equity. The subsidiary,
in turn, will recognise the IFRS 2 adjustment in its income statement with a credit (debit) to equity
to reflect the deemed capital contribution from (dividend to) the Company.
Key accounting estimates – impairment testing of investments
in and amounts due from subsidiaries
During the year, a detailed assessment was performed for all material amounts due from group
undertakings. As a result of strategic change in the US, amounts due from related parties were tested
for impairment in 2025 and in accordance with IFRS 9 management concluded that the receivable
from 888 Atlantic Limited, 888 Acquisitions Limited and 888 US Services Inc were assessed as credit-
impaired, incurring a total impairment charge of £57.3m.
As at 31 December 2025, the market capitalisation of the Company and its subsidiaries (collectively
referred to as the "Group") was less than the carrying value of the Company’s investment in
subsidiaries and the amounts due from other group companies, less amounts payable to other
group companies. In considering whether there was any further impairment of assets, management
considered the increase in the Group's market capitalisation subsequent to the year end, after risk
adjustments, which in its view reflects the value of the Group at 31 December 2025 and the ongoing
developments in the strategic review process. This resulted in a recoverable amount exceeding the
carrying value of the Company’s investment in subsidiaries and the amounts due from other group
companies, less amounts payable to other group companies.
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Financial Statements
Supplementary Information
Overview
Governance
Notes to the Company Financial Statements continued
For the year ended 31 December 2025
The Company has a loan receivable with its subsidiary, Gisland Limited. The balance of this loan at 31
December 2025 is £136.4m (31 December 2024: £129.4m). This loan accrues interest at an arm’s length
rate which the Company recognises as interest income. This loan is not repayable on demand and
has no fixed date of settlement; it is therefore classified as a non-current asset.
The Company has a loan payable to its subsidiary, Random Logic Limited. The balance of this loan
at 31 December 2025 is £20.8m (31 December 2024: £21.3m). This loan accrues interest at an arm’s
length rate which the Company recognises as interest expense. This loan is classified as a current
liability given it is repayable on demand.
At 31 December 2025, the amounts owed to subsidiaries by the Company were £129.1m
(2024: £131.4m).
2025
£m
2024
£m
Loans from subsidiaries 20.8 21.3
Amounts due to related parties 108.3 110.1
129.1 131.4
9. Financial guarantees
The Company acts as guarantor for the Group’s following loan notes:
• €600.0m Senior Secured Fixed Rate Notes (prior to refinancing in September 2025: €582.0m Senior
Secured Fixed Rate Notes
• €450.0m Senior Secured Floating Rate Notes
• £400.0m Senior Secured Notes
The Company conducted an assessment of the value of the guarantees issued for the Loan Notes,
considering the Group’s financial position as at 31 December 2025. As the parent entity in the Group,
the Company would ultimately assume the guarantee obligations of its subsidiaries in the event of
their inability to meet such obligations. As a result, the Company has recognised guarantee liabilities
of £4.7m as of 31 December 2025 (2024: £5.7m), representing the amount of expected credit losses as
of the reporting date. Further details on the loan Notes are provided in note 22 to the consolidated
financial statements.
5. Income tax payables and other payables
2025
£m
2024
£m
Other payables 4.0 1.7
Income tax payable 9.4 –
13.4 1.7
The carrying value of other payables and accrued expenses approximates to their fair value.
All balances included within trade and other payables are repayable on demand.
6. Financial risk management
To the extent relevant to the Company’s financial assets and liabilities (see notes 3 and 5), the
Company’s financial risk management objectives and policies are consistent with those of the
Group as disclosed in note 23 to the consolidated financial statements.
7. Share benefit charges
The disclosures in note 27 to the consolidated financial statements are consistent with those for the
Company except that the charge for the year is wholly taken to investment in subsidiaries, as set out
in note 2.
8. Related party transactions
The aggregate amounts payable to key management personnel, considered to be the Directors
of the Company, as well as their share benefit charges are detailed in note 29 to the consolidated
financial statements.
During the year, the Company did not pay dividends to its shareholders (2024: £nil) (see note 11 to
the consolidated financial statements). During the year, the Company did not receive any dividends
from its subsidiaries (2024: £nil).
During the year, share benefit credits in respect of options and shares of the Company awarded to
employees of subsidiaries totalled £nil (2024: £nil). During the year, the Company did not charge
its subsidiaries for the cost of awards (2024: £nil).
At 31 December 2025, the amounts owed by subsidiaries to the Company were £227.5m (2024:
£278.8m). Amounts due from related parties were tested for impairment in 2025 and in accordance
with IFRS 9 management concluded that the receivable from 888 Atlantic Limited, 888 Acquisitions
Limited and 888 US Services Inc were assessed as credit-impaired, incurring a total impairment
charge of £57.3m.
2025
£m
2024
£m
Loans to related parties 136.4 129.4
Amounts due from related parties 91.1 149.4
227.5 278.8
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Relevant to the Group’s operations we continue to follow the TCFD’s
recommendations, as they remain an integral part of our climate reporting
framework. This TCFD Report presents our climate-related disclosures,
underscoring our ongoing commitment to transparency and sustainability.
The Group continues to evolve its ESG position and prepare for future disclosures
including the European Union’s Corporate Sustainability Reporting Directive
(CSRD) and the United Kingdom’s Sustainability Reporting Standard (UK SRS)
that will be formalised soon.
Governance
The Group operates under a comprehensive ESG governance framework, formally approved by
the Board, and embedded across the organisation in a manner proportionate to the nature, scale
and complexity of its operations. This framework supports the effective identification, oversight and
management of ESG-related risks and opportunities at all levels of the business.
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Executive Risk
& Sustainability
Committee
The Risk and Sustainability Committee is a monthly executive management
body that provides oversight to assist the Board's ESG Committee in
managing risks related to the Group’s long-term strategic objectives.
The committee monitors performance against the Board's risk appetite,
evaluates the effectiveness of the risk management framework, and
ensures alignment of risk management decisions with long-term goals
(refer to the terms of reference on evoke’s corporate website). Chaired by
the Chief Risk Officer, who oversees the Group Risk Register, the committee
ensures robust governance. The Chief Risk Officer, along with the Group
General Counsel, who is responsible for principal ESG risks and the Group’s
ESG strategy, regularly reports to the Board's ESG Committee.
ESG SI Steerco For the majority of 2025 ESG was one of the Group’s 6 key strategic
initiatives (SI) as part of the value creation plan. We have since made the
decision to remove ESG as a standalone SI. This highlights the significant
progress made since the SI was created and allows effective management
of the strategy through BAU activities. Following changes in the executive
team the sponsor of ESG has pivoted to the Group General Counsel. As
ESG becomes a BAU activity we manage the strategy through working
groups associated to each pillar of the strategy.
The Group’s functions The Procurement function, led by the Chief Procurement Officer (CPO),
retains responsibility for environmental management matters, including
oversight of Scope 1, Scope 2 and Scope 3 greenhouse gas emissions.
The function works closely with the ESG and Sustainability Director and
relevant business units, particularly Global Facilities, to develop and
implement strategies aimed at reducing total GHG emissions across the
Group. Procurement also leads the adoption of best practice in emissions
monitoring and supplier engagement, supporting emissions reductions
both within the Group’s direct operations and throughout the value chain.
Building on the prior year’s engagement with key suppliers regarding
their net zero ambitions and the development of a Supplier Code of
Conduct, 2025 activities have focused on embedding these requirements
within procurement processes and strengthening supplier accountability
mechanisms. The ESG team has continued to work closely with Internal
Audit and the Finance function to advance the Group’s double
materiality assessment and enhance the robustness of climate-related
financial disclosures.
In 2025, a key priority was the achievement of ISO 14001 and ISO 50001
accreditation in response to regulatory requirements under the new
Italian licensing regime. This milestone further formalised the Group’s
environmental and energy management systems and strengthened
governance in these areas across our international operations.
Full governance across our Board oversight and ESG structures:
Board of Directors The Board retains ultimate accountability for the oversight of climate-
related risks and opportunities affecting the Group, including responsibility
for the Group’s net zero ambitions and associated targets.
Anne De Kerckhove has served as Chair of the ESG Committee since
October 2023. Climate and broader ESG matters remain a standing
agenda item at each scheduled Board meeting, ensuring regular
oversight and challenge.
During the year, the Board received and reviewed updates on the Group’s
player safety strategy and developments, charitable partnerships, climate
targets and strategy plus ESG ratings objectives.
The Board receives formal updates on climate-related matters through
the ESG Committee, via its Chair, with input and support from the Group
General Counsel and the Chief Risk Officer.
ESG Committee
of the Board
The ESG Committee of the Board is chaired by Anne de Kerckhove and
includes Non-Executive Directors Mark Summerfield and Ori Shaked.
The Committee is responsible for overseeing all ESG-related matters
across the Group, including strategy, targets, key performance
indicators, budgets, capital allocation (including capital expenditure)
and performance objectives. It also provides oversight of the Group’s
approach to materiality. For these purposes, materiality is defined as the
threshold at which ESG matters become sufficiently significant to investors
and wider stakeholders to warrant disclosure, due to their potential to
materially influence the Group’s strategy, financial performance or
financial position. This threshold is kept under regular review to ensure
continued alignment with evolving stakeholder expectations and
regulatory developments.
The Chief Risk Officer, who leads the ESG and Risk Committee at
management level, together with the Chief Strategy Officer, provides
formal updates to the ESG Committee at each meeting.
During 2025, the ESG Committee met six times.
Key
Advise, escalate, report
Delegates
Oversight & challenge
Information sharing
Board and oversight
Group Governance
ESG Governance
ESG Working Group
External Advisers
Chief Risk Officer
Company Secretary
Board of Directors
Board Chairman and Chair of the ESG Committee of the Board
ESG Committee of the Board
Executive Risk & Sustainability
Committee
ESG Strategic Initiative (SI) Steerco
(Chief Strategy Officer)
ESG Working Groups
(Director of ESG & Sustainability)
Chief
Strategy
Officer
People
Team
Corporate
Affairs
Player Safety
Team
Chief Risk
Officer
Chief People
Officer
Chief Legal
Officer
Director
of ESG &
Sustainability
ESG Team
Business Functions
Emissions Working Group
External risk consultants
Chief
Procurement
Officer
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Strategy
Climate Strategy
As part of our ESG strategy, Players, People and Planet, addressing
climate change remains a core strategic priority for the Group.
During 2025, we continued to embed ESG considerations across
all areas of the business, further integrating climate-related
objectives within the Group’s long-term value creation strategy.
We remain committed to aligning our business model with a
1.5°C pathway and the transition to a net zero carbon economy.
Our net zero transition plan continues to evolve, supported by
strengthened governance, enhanced data quality and improved
operational controls, including the achievement of ISO 14001 and
ISO 50001 accreditation during the year.
Our strategic approach focuses on identifying, assessing and
managing climate-related risks and opportunities — both
transition and physical — that are material to our operations, while
ensuring continued compliance with applicable regulatory and
reporting requirements.
Climate-Related Scenario Analysis
During 2025, the Group progressed the outputs of its
comprehensive Double Materiality Assessment, originally
undertaken in Q4 2024, further refining the identification and
prioritisation of climate-related impacts, risks and opportunities
across the value chain. This assessment considers both financial
materiality and impact materiality, enhancing the robustness
of our climate governance framework and supporting
alignment with emerging regulatory requirements, including
ESRS-related disclosures. Following developments at European
Union level relating to the Omnibus review and the associated
phasing of CSRD requirements, we refined the sequencing of
our implementation programme. While maintaining overall
preparedness for CSRD compliance, we prioritised the delivery
of ISO 14001 and ISO 50001 certification for our Maltese entities to
meet the environmental and energy management requirements
under the new Italian licensing regime. The climate scenario
analysis first undertaken in 2022 continues to inform strategic
decision-making, capital allocation and risk management
processes. Climate considerations are embedded within business
planning cycles, and ESG risks remain incorporated within the
Group Risk Register, ensuring ongoing Board-level oversight
and challenge.
Throughout 2025, cross-functional collaboration has focused
on enhancing the quantification of climate-related risks and
strengthening the linkage between climate assumptions and
financial planning.
Ownership of our related risk and opportunities
Our executive team is responsible for managing climate-related risks and opportunities on a day-to-day basis. The Group’s full
Governance structure is displayed as below.
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Climate-Related Risks and Opportunities
Recognising the long-term and systemic nature of climate change, the Group continues to assess
climate-related risks and opportunities across short-, medium- and long-term time horizons. Multiple
climate scenarios have been modelled to evaluate potential exposure to both physical and
transition risks through to 2100.
These time horizons reflect the extended duration over which climate impacts may crystallise,
while acknowledging that nearer-term regulatory, market and operational developments may
also influence the Group’s strategy, cost base and resilience. The outputs of this analysis inform
our transition planning, operational mitigation measures and strategic decision-making.
Climate Scenarios
As part of the Group’s ongoing climate risk assessment, management considered three distinct
climate scenarios, including a 2°C or lower pathway, consistent with established international
climate modelling frameworks and prior TCFD guidance. The use of multiple scenarios supports a
robust evaluation of a range of potential transition pathways and their implications for the Group’s
long-term strategy, financial planning and operational resilience.
The climate-related scenarios applied in the analysis, together with their underlying sources and
assumptions, are set out below.
Short-term
Medium-term
Long-term
2025
2027
2028 2033 2100
High
No action
(3.0–4.0°C)
Limited action
(2.0–3.0°C)
Early action
(1.5–2.0°C)
Physical risks
Low
Low
Transitional risks
High
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Below is a high-level overview of the key features of each warming scenario.
Overview Physical aspects Transitional aspects
Early action
(1.5–2.0°C)
• SSP1-2.6.
• Net zero emissions expected from
2050 onwards.
• Warming stays well below 2°C by 2100, with
the aim of staying within the 1.5°C threshold.
• Increase in the intensity and frequency
of extreme weather events.
• Manageable changes across most regions.
• Shifts in agriculture practices may
be observed.
• Implement policy changes to limit warming
to below 1.5°C.
• Rapid decarbonisation of infrastructure
and technology is implemented in high
emitting sectors.
• Common use of fossil fuels is ruled out
with extremely limited use by 2040.
Limited action
(2.0–3.0°C)
• SSP2-4.5
• Emissions expected to peak by 2050 but
do not reach net zero by 2100.
• Warming is estimated to be around 2.7°C
by 2100.
• Aligns with the more ambitious pledges
made under the Paris Agreement.
• Further increased intensity and frequency
of extreme weather events.
• In some global regions conditions are
unmanageable under extreme
physical conditions.
• Considerable ecological impacts expected.
• Shifts in agriculture practices observed.
• Low lying regions become vulnerable
to sea-level rise.
• Some new climate policies expected
to be implemented.
• Limited decarbonisation in high
emitting sectors.
• Governmental policies not consistently
aligned to mitigating climate change.
No action
(3.0–4.0°C)
• S S P 3 -7. 0 .
• Emissions continue to rise and are expected
to double by 2100.
• Warming is estimated to be around 3.6°C
by 2100.
• Prolonged, extreme weather conditions.
• Areas uninhabitable.
• Large ecological destruction.
• Climate feedback effects enforce
rapid physical changes and produce
high uncertainty around magnitude
of impacts from feedback.
• Very few climate policies are introduced.
• Emissions are reduced gradually through
efficiencies only.
• Reasonable reliance globally on fossil fuels.
Climate-related risks and opportunities identified and risk management
During 2025, the Group continued to utilise climate-related scenario analysis to assess risks and opportunities with the potential to materially affect its strategy, operations and financial performance.
This analysis has informed the refinement of a comprehensive register of climate-related risks and opportunities, which is reviewed periodically and integrated within the Group’s broader risk management
framework.
The identified exposures span physical, regulatory and policy developments, as well as market and commercial considerations, reflecting the evolving global operating environment.
To enhance resilience, the Group has embedded mitigation and adaptation measures within its strategic planning and operational processes. These include strengthened environmental management
systems, business continuity planning, regulatory monitoring and ongoing risk oversight at both management and Board level. Together, these measures support the Group’s ability to respond effectively
to climate-related developments while pursuing sustainable long-term growth.
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The most relevant physical risks identified for the Group include the potential for more frequent
and intense localised extreme weather events, such as flash flooding resulting from prolonged or
heavy rainfall, as well as broader global increases in the severity of acute weather events that may
disrupt supply chains or key infrastructure. Chronic risks, including rising sea levels and associated
coastal flooding in certain jurisdictions, have also been considered within our longer-term risk
assessment horizons.
Our climate scenario analysis continues to inform the identification, assessment and management of
these risks, supporting alignment with the physical climate risk disclosure expectations under IFRS S2.
The Group seeks to mitigate physical risk exposure through infrastructure resilience measures,
enhanced facilities management, business continuity and disaster recovery planning, and
ongoing monitoring of climate-related developments across our operational footprint.
These risks align with relevant ESRS topics and sub-topics, including Climate Change Adaptation,
which encompasses both acute and chronic physical risks, and broader environmental impact
considerations relating to climate-driven events such as flooding and extreme weather.
Transition to double materiality and future scenario reporting
Following the acquisition of William Hill and renaming exercise, creating evoke, our DMA
methodology now encompasses all brands within the Group, evaluating all relevant scenarios. This
updated approach reflects the diverse impacts across our operations, including differing acute
weather conditions in our global offices and risks associated with our retail estate of LBOs in the UK.
We have incorporated enhanced risk management processes that address both transitional and
physical risks as a result from climate change, strengthening our ability to respond to immediate
disruptions and long-term environmental changes. Moving forward, full details of the Group’s Double
Materiality Assessment will be included in future reports, guiding our sustainability disclosures, and
shaping priorities linked to ESRS and any relevant taxonomies. As part of this process, we are defining
specific KPIs and actions to measure our performance, with these metrics set to be disclosed in our
first CSRD-compliant reporting cycle. In areas where our processes are still evolving, we are actively
developing strategies and action plans to drive progress.
The Group remains committed to aligning with the reporting standards across relevant markets with
particular focus on the European Union’s Corporate Sustainability Reporting Directive and the United
Kingdom’s planned Sustainability Reporting Standard.
The impact of identified climate-related risks and opportunities on our business
As part of our broader strategy to drive energy efficiency and support our transition plan, we have
already taken steps to reduce exposure to key transition risks. Our focus remains on addressing these
risks across operations, reducing our global carbon footprint, optimising resource use, and improving
energy efficiency. On the next page, we provide an overview of the climate-related impacts across
our strategy and Global operations in the sector. Senior and executive management will continue
to assess opportunities for mitigating the most significant risks identified through climate-related
scenario analysis.
Our Material Climate-Related risks identified during the scenario analysis
Transitional risks Physical risks
Market Temporary increases to
the cost of living during
the transition to low
carbon technologies
Acute Physical • Increase in extreme
acute weather events
locally and flash flooding
events from increased/
prolonged participation
• Increased frequency and
intensity of acute weather
events globally
Policy and legal Legislation introduced to
ban fossil fuel use for fuel
and energy generation
and to favour renewable
energy generation
Chronic Physical • Coastal flooding driven
by sea level rises
Reputation Market/stakeholder pressure
to switch all sites onto
renewable energy to meet
pledged carbon reduction
and net zero targets
Transition risks arise from the structural shift to a low-carbon economy and reflect the challenges
businesses face as policy, legal, technological and market landscapes continue to evolve. These risks
may crystallise through changes in climate-related regulation, increased compliance obligations,
advances in low-carbon technologies, and shifting stakeholder and consumer expectations.
Consistent with the TCFD framework — now embedded within the ISSB’s IFRS S1 and IFRS S2 standards
— the transition risks most relevant to the Group relate to regulatory and policy developments, market
dynamics, technological change and reputational considerations.
The Group actively monitors and manages these exposures through ongoing regulatory horizon
scanning, alignment with emerging reporting standards, targeted investment in environmental and
energy management systems, and proactive stakeholder engagement. During 2025, this included
strengthening governance over climate disclosures, progressing our net zero transition plan and
enhancing internal controls in preparation for future regulatory requirements.
These transition risks align with relevant ESRS topics and sub-topics, including Climate Change
Mitigation (policy and legal risk), Technology and Innovation (technological change and
operational adaptation), and Business Conduct and Stakeholder Engagement (reputational and
market considerations). The outputs of our Double Materiality Assessment continue to inform the
prioritisation and management of these areas.
Physical risks arise from the direct impacts of climate change on the Group’s operations and value
chain and may result from both acute weather events and longer-term climatic shifts. Acute risks
relate to the increased frequency and severity of extreme weather events, while chronic risks reflect
sustained changes in climate patterns over time.
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Risk management
Climate change is integrated into our risk management framework, with the Board assessing its
significance to the business, including impact, likelihood, and risk appetite. Risks are managed within
the context of the Board’s defined risk appetite, with business risks identified, assessed, monitored,
and reported in line with the Risk Management Policy. The ESG and Risk Committee oversees
compliance and tracks action progress. Our teams stay informed about emerging regulatory risks
and actively identify climate-related risks and opportunities, which are escalated for discussion at
the ESG Forum or Committee. The Director of ESG and Sustainability advises executive management
on mitigation and adaptation, with key data sourced from the Procurement team. Our sustainability
strategy is supported by dedicated ESG reporting, ensuring compliance and transparency with
legislation. We acknowledge the importance of robust systems to support both current and future
climate-risk efforts. For further details on the Risk Management division’s physical risk protocol on ESG,
please refer to page 150.
Moving forward, we will deepen our focus on climate and ESG risks by establishing dedicated
working groups toward CSRD planning, comprised of key ownerships, to analyse metrics, set targets,
and support action plans. This will include conducting a gap analysis informed by the findings of our
2024 Double Materiality assessment, ensuring alignment with ESRS, sustainability reporting across the
markets in which we operate, and overall supporting the IFRS S2 Climate-related Disclosures standard
as per this report. Risk, legal, and compliance teams will also play a crucial role in this process,
alongside efforts to educate employees and foster a culture of sustainability awareness across
the organisation.
Future priorities will additionally include review and update of our supporting ESG and procurement
policies and commitment statements. This is in tune with our regular review of our ESG and Risk
Committee Terms of Reference.
Metrics and targets
The Group’s climate-related metrics, targets, and streamlined energy and carbon reporting
requirements are outlined in the following pages.
Monitoring our progress – cross-industry climate-related metrics and targets
We consistently review our climate metrics and targets to ensure data accuracy and completeness,
while also ensuring these metrics deliver the insights necessary for both the Group and stakeholders
to effectively monitor performance and track progress. The table on the next page highlights our
approach and progress using cross-industry metrics, demonstrating our commitment to transparent,
actionable reporting, and ensuring we view plans ahead.
Following a detailed review, the Board has reset our Scope 3 net-zero ambition to 2045—aligning our
targets with what is credible, deliverable and financially responsible, while maintaining a clear long-
term commitment to reducing value-chain emissions.
We have also chosen to defer submitting our targets to the SBTi until the updated standard is
finalised and embedded, ensuring any validation reflects the most current guidance and a robust,
deliverable pathway.
Summary of the impact of climate-related issues on the Group’s strategy and brands
Category Impact on strategy and businesses
Products and services We provide entertainment to our customers through a service model,
with most of our interactions taking place online. As a result, our core
digital product offering has a low direct environmental impact. We
strive to reduce GHG emissions from our global offices, licensed betting
offices, and data centres; changes to our core product offering as
part of a transition to a low-carbon economy will be considered in the
future in relation to technology. We are not planning any research and
development of low-carbon products/services of our service to be
considered. The potential impact on our services is outlined in the
scenario results earlier in this chapter along with the relevant mitigations.
Supply chain and
value chain
The transition risks identified by the scenario analysis in a low-carbon
economy will also be faced by our business’s supply chain and wider
value chain, which may lead to increases in prices and further cost
increases. The importance of the supplier engagement activities and
engaging with others in the value chain is key during the transition plan.
Operations To manage exposure in the 3–4°C scenario where physical risk dominates,
our priority is to focus on actions to preserve the continuity of the business
should any of the material physical risks materialise. The impact on
operations and location of facilities will need to be reviewed in response
to the coastal flooding risk identified, and a mapping exercise undertaken
to assess this risk and consideration given to changing site locations
if required.
Acquisitions or
divestments and
access to capital
The climate-related risks and opportunities identified by the scenario
analysis will be considered during any future acquisitions, divestments,
or access to capital decisions made as part of the ESG Committee of
the Board’s overall decision-making process.
Resilience of our strategy to climate change considering different climate-related scenarios
The Group’s ESG strategy is reviewed annually by the Board and periodically by the ESG Committee
to ensure its continued relevance and resilience to evolving sector requirements and climate
regulations. Double Materiality Assessments (DMA) will be conducted every three years or following
significant business changes, in line with governmental guidance and audit best practices.
Elements of the strategy may be updated more frequently based on shifts in the external or internal
environment. Our net zero plan, and governance framework, strengthen the business’s resilience
across various climate change scenarios, incorporating both financial materiality and societal
impact, as introduced in our 2024 DMA. While progress has been made, we recognize the ongoing
need to evolve our approach to meet future ESG and climate-related disclosure requirements.
Our strategy and future net zero plans ensure resilience to a range of climate-related scenarios by
integrating environmental impact considerations, allowing us to adapt proactively to evolving risks
and opportunities in the face of climate change.
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Our approach and progress with the TCFD climate cross-industry metrics
Cross-industry
metric category The Group’s approach 2025 progress and future priorities
GHG emissions Metrics:
Our absolute GHG emissions and emissions intensity ratios are found on pages 153
and 154. The methodology for calculating the GHG emissions is also contained
within this section.
Our climate targets
• Net zero target (Scope 1 and 2) by 2030
• Net zero target (Scope 3) by 2045
Year on year our emissions decreased 10.9% across our full value chain. Our Scope
1 and 2 emissions declined by 8.4%. This is mainly due to a drop in stationary
combustion of 46.8% as we solved a billing issue allowing the inclusion of actual
rather than estimated data. Our Scope 3 emissions decreased by 10.9%,
primarily due to improved data quality and decreased spend in purchased
goods and services.
Transition risks Scenario analysis was completed in 2022, which identified three material transition
risks, including:
• Regulations being introduced to place a ban on fossil fuels and/or the introduction
of legislation to favour renewable energy generation; and
• Economic constraints in a low-carbon economy may result in customers having
less disposable income to spend on leisure and gambling activities.
We continue to reduce our exposure to regulatory transition risks, in turn during 2024
holding additional working groups and cross-departmental collaboration as part of
an improved governance structure.
Physical risks Scenario analysis was completed in 2022, which identified three material physical
risks. One of the physical risks related to coastal flooding driven by sea level rise.
We remain aligned to our 2024 Double Materiality Assessment, which took
physical impact materiality topics of ESRS (E1), tailoring to being industry specific,
into account.
As our transition plan continues to evolve, and actions towards IROs of the 2024 DMA
output, we will assess the need to develop future metrics to measure the extent of
business activities vulnerable to physical risks.
Capital deployment Our initial scenario analysis identified material climate-related opportunities,
including:
• Reducing emissions from employee commuting; and
• Energy efficiency and long-term energy security from renewable
energy generation.
While 2025 saw no material step-change in performance, we have continued to
embed prior initiatives and focus on optimising the efficiency of our retail estate. We
remain committed to improving energy efficiency and strengthening long-term
renewable security across the Group, with energy and emissions performance
regularly reviewed through our ESG governance structures. Enhanced data quality,
supported by our embedded carbon accounting platform (Normative), continues
to improve insight and prioritisation. The long-term UK power purchase agreements
secured in 2023 continue to support renewable supply across our retail estate,
alongside the completed rollout of smart meters (AMRs) and AI-enabled energy
management (EMMA AI). Surveys across our LBOs have assessed opportunities for
greener technologies, although leasehold constraints remain a consideration. We
also continue to explore practical measures to reduce emissions associated with
employee commuting and business travel.
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Cross-industry
metric category The Group’s approach 2025 progress and future priorities
Internal carbon prices An internal carbon price has not been adopted by the Group to date as the focus
has been our transition and three priority initiatives to reduce GHG emissions.
We continue to hold the view that carbon pricing is relevant to our operations and
current priorities. Evaluation will be ongoing, and we will review this as appropriate
if deemed as needed to assist decarbonisation from an operational perspective.
Executive remuneration The ESG Committee of the Board reviews the implementation of the ESG strategy
and considers the extent to which additional ESG metrics and targets (including
climate-change focused) should be incorporated into executive remuneration.
ESG metrics continue to be a part of the bonus for all Executives across the Group..
Climate reporting – GHG emissions
Methodology and data sources
We continue to use the Normative carbon accounting platform to calculate our carbon footprint and greenhouse gas emissions. The Normative tool is fully aligned to the Greenhouse Gas Protocol. Utilising
this methodology, our emissions are now based on 76% spend data, primarily within Scope 3 Category 1 Purchased Goods and Services. For spend assumptions we have utilised Environmentally-Extended
Input Output (EEIO) models (source primarily Exiobase v3.8.2). The remaining data is covered by activity data, which relates mainly to utility data (sources include: DESZN (previously DEFRA), AIB and IEA).
We acknowledge that variances can exist and where required, we ensure that any re-baselining activities are completed accordingly.
In 2024, we have begun to engage with our key suppliers to gather supplier-specific emissions data. This will allow us to enhance the quality of our Scope 3 emissions estimates, particularly within
Category 1 Purchased Goods and Services. Our future priorities in 2025, is to continue to engage with our suppliers and seek to utilise Supplier-specific data in our Scope 3 calculations, replacing EEIO
spend assumptions.
Summary of our performance and factors across all the scopes for 2025:
• Scope 1 (Data source: DESZN, previously DEFRA): Scope 1 dropped by 6.1% year on year. Primarily this reduction was due to enhanced data availability from a gas supplier allowing us to switch from
estimated billing to actuals for stationary combustion emissions
• Scope 2 (Data source: IEA/AIB): Scope 2 emissions were down 9.1% year on year, driven by reduced energy usage, primarily due to the reduction in size of our retail estate.
• Scope 3 (Data source: Exiobase v3.8.2): Our emissions in this area have decreased primarily due to change across the Group, including reductions in supplier spend and overall headcount.
• Purchased goods and services: New databases and classification system has led to improved data quality from service categorisations. Increased supplier engagement planned. (Spend data)
• Waste: New waste data from a key supplier allowed for improved accuracy
• Employee commuting: Reductions linked to headcount reductions across the Group
• Business travel: Data quality has improved with input from all offices and travel systems
• Investments: Data used, future alignment with PCAF planned
All figures are reported under the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard. The calculation methodology for GHG emissions is outlined in the above methodology
and data sources section of this report.
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Financial Statements
Supplementary Information
Overview
Governance
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evoke plc Annual Report & Accounts 2025
Task Force on Climate-related
Financial Disclosures (TCFD) Report continued
Streamlined Energy and Carbon Reporting requirements (SECR)
The Group’s Streamlined Energy and Carbon Reporting (SECR) disclosures are set out in the table
below. Reporting follows the GHG Protocol and is aligned to the boundaries of the financial
statements. We continue to improve energy efficiency across the business, building on progress
made through long-term renewable power purchase agreements and the rollout of smart meters
and supporting AI technology across our UK retail estate.
Intensity ratio
We will report our emissions intensity ratios in the following areas:
• GHG emissions per headcount (tCO
2
e/employee);
• emissions per turnover in GBP (tCO
2
e/£m).
Our global energy and GHG emissions intensity ratios
Corporate metric/year
2025
Parameter
amount
Global energy consumption (kWh) 46,829,250
Revenue £1.781.9m
Scope 1 emissions (tCO
2
e) 749
Scope 2 emissions (location based) (tCO
2
e) 8,396
Scope 2 emissions (market based) (tCO
2
e) 2,270
Total Scope 1 and 2 emissions (tCO
2
e ) 9,145
Emissions per turnover tCO
2
e ratio 54.33
Emissions per headcount tCO
2
e/employee ratio 9.55
Total headcount 10,131
Our net zero targets and absolute GHG emissions
Scope Targets
FY24
Global
emissions
(tCO2e)
FY25
Global
emissions
(tCO2e)
FY24/25
% change
Scope 1
A
Net zero by 2030:
achieve 80% reduction in Total
Scope 1 & 2 from 2023 baseline
(market-based)
797 749 -6.1
Scope 2 (market-based) 2,497 2,270 -9.1
Total Scope 1–2
(market-based) 3,295 3,019 -8.4
Scope 2 (location-based) 11,548 8,396 -27.3
Scope 3
B
Net zero by 2045 from
2023 baseline 10,5390 93,785 -11
Total emissions
(market-based)
Net zero by 2045 across the
Group's entire value chain
from 2023 baseline 10,8685 96,804 -10.9
A. 2024 scope 1 emissions have been to reflect improved fugitive emissions data from suppliers' improving
accuracy.
B. Changes in Normative methodology mean that real estate costs such as rent and service charges are now
removed which has been done retrospectively for 2024. This reflects the recommendation that these costs
do not have any climate impact so should be excluded.
Our Scope 3 emissions per category
Scope 3 category
FY24
Global
emissions
(tCO
2
e)
A
FY25
Global
emissions
(tCO
2
e) % change
% of
Total
Scope 3
Emissions
Category
Purchased goods and services A 85,953 75,866 -11.7 80.89
Investments 3,195 3,380 5.8 3.6
Fuel-and energy-related activities 3,787 3,385 -10.6 3.61
Employee commuting 9,985 8,055 -19.3 8.59
Business travel 1,650 2,121 28.6 2.26
Upstream transportation and distribution 768 954 24.3 1.02
Waste generated in operations 53 25 -53.2 0.03
Total 108,685 96,804 -10.9
A. Changes in Normative methodology mean that real estate costs such as rent and service charges are now
removed which has been done retrospectively for 2024. This reflects the recommendation that these costs
do not have any climate impact so should be excluded.
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Task Force on Climate-related
Financial Disclosures (TCFD) Report continued
Limitations of the Scenario Analysis Process
As with any forward-looking assessment, the scenario analysis is subject to inherent limitations:
• Qualitative assessment of likelihood: Risk likelihoods were determined using expert judgement
informed by scientific understanding of climate change and associated timeframes, rather than
quantitative probability modelling. This may introduce subjectivity when ranking risks by materiality.
Future iterations may consider alternative approaches to assessing materiality, such as evaluating
potential impact against strategic objectives and the scale of management response required.
• Reliance on external climate models: The scenarios draw upon established climate models,
reports and publicly available resources. These models inherently contain scientific uncertainties,
which may affect the assumptions and narratives underpinning the analysis.
• Long-term time horizons: The analysis considered short-, medium- and long-term horizons,
extending to 2050. While long-term assessment is necessary to evaluate climate-related impacts,
corporate planning and financial forecasting typically operate over shorter timeframes.
Integrating longer-term climate considerations into strategic decision-making therefore remains
an evolving area of focus and continues to be embedded within the Group’s net zero transition
planning and broader ESG strategy.
Summary of double materiality assessment (DMA) process
The Group completed its Double Materiality Assessment (DMA), assessing over 80 ESG topics for
both impact and financial materiality in line with the ESRS framework. The process considered
severity, likelihood, value chain exposure and time horizons, and mapped topics to our existing risk
management systems to identify key impacts, risks and opportunities.
A shortlist of material topics was developed through expert input and data analysis, validated
through our governance structures, and supported by an external consultancy to ensure robustness.
The DMA strengthens our reporting and decision-making framework and will underpin our first
CSRD-compliant disclosure, with further refinement planned as we prepare to deliver it.
Environmental initiatives
We have focused on reducing waste, water usage and plastic across our operations. In 2025, the
Group have focused on our data quality, third-party data collection, energy efficiency, reducing
emissions and conserving water.
Our key wider environmental initiatives in 2025:
• ESG embedded throughout evoke: Formalised ESG as a core part of the way we do business
at evoke, embedding the ‘Players. People. Planet’ strategy across the Group.
• ISO 14001 and 50001: As part of the new online gambling licence application process in Italy
we were required to become accredited for both ISOs covering our Maltese entities, out of
which we run our Italian business.
• Smart metering for energy efficiency: Continued rollout of smart meters across our UK retail
estate LBOs, for ongoing reductions in energy consumption. Key initiatives, such as optimising
shutdown procedures overnight, have helped eliminate unnecessary energy usage and
drive operational efficiency.
• Water reduction initiatives: Waterless urinal rollout continued and became a BAU part of our
retail estate.
• Supplier engagement and net-zero focus: Began working on net-zero focused criteria in
procurement processes, including the rollout of our first Supplier Code of Conduct, helping
to embed sustainable principles in our supply chain.
• Alignment with UN Sustainable Development Goals (SDGs): Continued our commitment to the
UN SDGs within our ESG Strategy, ensuring that our sustainability initiatives are in line with global
best practices.
Climate Scenario Analysis Methodology
The Group’s climate scenario analysis, originally undertaken in 2022, was conducted in line with
TCFD recommendations and remains broadly aligned with ISO 14091 (2021) and other recognised
guidance. A qualitative methodology was applied to assess the potential impacts of different
climate scenarios and the level of management response required.
This approach prioritised developing a clear and coherent narrative around climate-related risks
and opportunities before undertaking detailed quantification, recognising that quantitative outputs
without appropriate context may lack decision-usefulness. The key characteristics of the scenarios
considered are summarised on page 154, with full results available in the Group’s 2023 Annual Report
and Accounts on evoke’s corporate website.
The outputs of this analysis continue to inform our climate strategy and risk management
processes, and will be reviewed periodically to reflect evolving science, regulatory expectations
and market conditions.
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Financial Statements
Supplementary Information
Overview
Governance
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evoke plc Annual Report & Accounts 2025
ESG Supplementary Data
People data
Gender data:
Women on the Board as of 31 December 2025: We had 4 female Board members out of 8 (including the Executive Directors)
Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number in
executive
management
as at
31 December
2025
Percentage
in executive
management
Number in
senior
management
as at
31 December
2025
Percentage
in senior
management
Men 4 50% 3 10 83% 43 67%
Woman 4 50% 1 2* 17% 21 33%
* Includes Company Secretary.
Location Data:
Country 2025 % 2024 %
Gibraltar 187 1.8% 185 1.7%
Ireland 123 1.2% 125 1.2%
Israel 350 3.5% 416 3.9%
Italy 3 0.0% 3 0.0%
Malta 171 1.7% 195 1.8%
Philippines 957 9.4% 1,098 10.3%
Poland 338 3.3% 319 3.0%
Romania 461 4.6% 506 4.8%
Spain 52 0.5% 61 0.6%
UK 7,437 73.4% 7,642 71.9%
USA 52 0.5% 72 0.7%
Total 10,131 10,622
Company breakdown
2025
Retail 6,291
Corporate & Online 3,840
Total 10,131
Breakdown of employees by part-time vs full-time
Type 2025 % 2024 %
Full time 5,463 53.9% 5,903 55.6%
Part time 4,668 46.1% 4,719 44.4%
Total 10,131 10,622
Total gender breakdown
Gender
2025 2024
Category Headcount % Headcount %
Male 5,502 54.3% 5,764 54.3%
Female 4,629 45.7% 48,58 45.7%
Overall 10,131 10,622
% of women in junior management positions
2025 44.3%
2024 45%
* (Market P&L business units only – UK Market (Online & Retail), International Market & US Market, Managers only).
Women in Product & Tech business unit
Gender 2025 % 2024 %
Male 1,104 78.4% 1,107 77.3%
Female 305 21.6% 325 22.7%
Overall 1,409 1,432
% of women in STEM-related position (Product & Tech business unit/Total HC)
2025 2024
21.6% 22.7%
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evoke plc Annual Report & Accounts 2025
ESG Supplementary Data
continued
Overall Turnover
2025
Involuntary 8.1%
Voluntary 21.0%
Overall 29.1%
Learning and employee engagement data:
Metric description
2025 2024
Average amount spent per FTE on training and development £105 £98.1
Average hours per FTE of training and development 16.9 19.4
Hours volunteered 7,429 4,150
Mandatory Learning Completion Rates
Course 2025 (%) 2024 (%)
Global AML Refresher 99.2 99.7
AML Refresher - Retail 99.6 99.9
Ontario AML 99.4 100
Overall AML Courses 99.4 99.8
Cyber Security 98.0 99.4
Data Protection 99.8 99.6
Player Safety 98.0 99.1
Ethnic Diversity on The Board & Executive Management:
Ethnicity 2025 %
White/White Other 13 86.7
Non-White 1 6.7
Not specified / prefer not to say 1 6.7
Overall 15
Breakdown of workforce by age
2025 2024
Category Headcount Distribution Headcount Distribution YoY Change
18–24 1,392 13.7% 1,539 14.5% -0.8%
25–34 3,320 32.8% 3,552 33.4% -0.6%
35–44 2,612 25.8% 2,693 25.4% 0.4%
45–54 1,396 13.8% 1,395 13.1% 0.7%
55–64 1,135 11.2% 1,165 11.0% 0.2%
65+ 276 2.7% 278 2.6% 0.1%
Overall 10,131 10,622
Breakdown of employees by contract type
Type 2025 % 2024 %
Permanent 10,058 99.3% 10,566 99.5%
Temporary 73 0.7% 56 0.5%
Total 10,131 10,622
Contractors (agency workers, franchise workers and third-party employed staff)
2025 2024
84 116
Strategic Report
Financial Statements
Supplementary Information
Overview
Governance
158
evoke plc Annual Report & Accounts 2025
Shareholder Information
Company Information
Shareholder services
All enquiries relating to Ordinary Shares, Depository Interests,
dividends and changes of address should be directed to the
Group’s Transfer Agent:
MUFG Corporate Markets
Central Square,
29 Wellington St
Leeds
LS1 4DL
Tel: 0371 664 0391
Email: shareholderenquiries@cm.mpms.mufg.com
www.signalshares.com
Principal bankers
Barclays Bank Plc
1 Churchill Place
London
E14 5HP
UK
Registered office
Legal advisers
Latham & Watkins
99 Bishopsgate
London
EC2M 3XF
UK
Hassans
57/63 Line Wall Road
Gibraltar
Herzog Fox Neeman
Asia House
4 Weizman Street
Tel Aviv
Israel 64239
Company Secretary
The Company Secretary is Elizabeth Bisby.
Email: corporate.secretary@evokeplc.com
Strait Secretaries Limited
57/63 Line Wall Road
Gibraltar
Further information
Further information about the Group can be found on our
corporate website: evokeplc.com
To contact the Investor Relations team email: ir@evokeplc.com
To contact the Company Secretary email:
corporate.secretary@evokeplc.com
External auditors
Ernst & Young LLP
1 More London Place
London
SE1 2AF
UK
EY Limited
PO Box 191 Regal House
Queensway
Gibraltar
Corporate broker
Deutsche Bank