Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes thereto included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual future results could differ materially from the historical results discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled "Risk Factors" included elsewhere in this report.

Forward-Looking Statements

We make forward-looking statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations. For definitions of the term Forward-Looking Statements, see the definitions provided in the Cautionary Note Regarding Forward-Looking Statements at the start of this Annual Report on Form 10-K for the twelve-month period ended December 31, 2025.

Seasonality

Our results of operations can fluctuate due to seasonal trends and other factors. Sales of our gaming machines can vary quarter on quarter due to both supply and demand factors. Player activity for the holiday parks is generally higher in the second and third quarters of the year, particularly during the summer months and slower during the first and fourth quarters of the year. Following the sale of the holiday parks business this will no longer apply in future years.

Revenue

We generate revenue in four principal ways: i) on a participation basis, ii) on a fixed rental fee basis, iii) through product sales and iv) through software license fees. Participation revenue generally includes a right to receive a share of our customers' gaming revenue, typically as a share of net win but sometimes as a share of the handle or "coin in" which represents the total amount wagered.

Geographic Range

Geographically, the majority of our revenue is derived from, and the majority of our non-current assets are attributable to, our UK operations. The remainder of our revenue is derived from, and non-current assets attributable to, Greece and the rest of the world.

For the twelve-months ended December 31, 2025, we derived approximately 69% of our revenue from the UK (including customers headquartered in the UK but whose revenue is generated globally), 9% from Greece, and the remaining 22% across the rest of the world. For the twelve-months ended December 31, 2024, we derived approximately 73% of our revenue from the UK (including customers headquartered in the UK but whose revenue is generated globally), 7% from Greece, and the remaining 20% across the rest of the world.

As of December 31, 2025, our non-current assets (excluding goodwill) were attributable as follows: 72% to the UK, 15% to Greece and 13% across the rest of the world. As of December 31, 2024, our non-current assets (excluding goodwill) were attributable as follows: 75% to the UK, 8% to Greece and 17% across the rest of the world.

Foreign Exchange

Our results are affected by changes in foreign currency exchange rates as a result of the translation of foreign functional currencies into our reporting currency and the re-measurement of foreign currency transactions and balances. The impact of foreign currency exchange rate fluctuations represents the difference between current rates and prior-period rates applied to current activity. The geographic region in which the largest portion of our business is operated is the UK and the British pound ("GBP") is considered to be our functional currency. Our reporting currency is the U.S. dollar ("USD"). Our results are translated from our functional currency of GBP into the reporting currency of USD using average rates for profit and loss transactions and applicable spot rates for period-end balances. The effect of translating our functional currency into our reporting currency, as well as translating the results of foreign subsidiaries that have a different functional currency into our functional currency, is reported separately in Accumulated Other Comprehensive Income.

In the section "Results of Operations" below, currency impacts shown have been calculated as the current-period average GBP:USD rate less the equivalent average rate in the prior period, multiplied by the current period amount in our functional currency (GBP). The remaining difference, referred to as functional currency at constant rate, is calculated as the difference in our functional currency, multiplied by the prior-period average GBP:USD rate. This is not a U.S. GAAP measure but is one which management believes gives a clearer indication of results. In the tables below, variances in particular line items from period to period exclude currency translation movements, and currency translation impacts are shown independently.

Non-GAAP Financial Measures

We use certain financial measures that are not compliant with U.S. GAAP ("Non-GAAP financial measures"), including EBITDA and Adjusted EBITDA, to analyze our operating performance. In this discussion and analysis, we present certain Non-GAAP financial measures, define and explain these measures and provide reconciliations to the most comparable U.S. GAAP measures. See "Non-GAAP Financial Measures" below.

Results of Operations

Our results are affected by changes in foreign currency exchange rates, primarily between our functional currency (GBP) and our reporting currency (USD). During the periods ended December 31, 2025 and December 31, 2024, the average GBP:USD rates were for the twelve-month period 1.32 and 1.28, respectively.

The following discussion and analysis of our results of operations has been organized in the following manner:

	●	a discussion and analysis of the Company's results of operations for the twelve-month period ended December 31, 2025, compared to the same period in 2024; and
	●	a discussion and analysis of the results of operations for each of the Company's segments (Gaming, Virtual Sports, Interactive and Leisure) for the twelve-month periods ended December 31, 2025, compared to the same period in 2024, including key performance indicator ("KPI") analysis.

In the discussion and analysis below, certain data may vary from the amounts presented in our consolidated financial statements due to rounding.

For all reported variances, refer to the overall company and segment tables shown below. All variances discussed in the overall company and segment results are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.

Key Events

In the Gaming segment, during the twelve-month period ended December 31, 2025, we completed the installation of the order placed in 2024 for 5,000 new Vantage® terminals to William Hill venues. In the Greek market 4,000 new VLT terminals were delivered to OPAP completing the order placed in the fourth quarter of 2024. In the Canadian market, 58 new Valor CS terminals were ordered and delivered to Alberta Gaming, Liquor and Cannabis ("AGLC"). 1,304 machines were sold in the UK market to customers including Bob Rudd, Essex Leisure, Regal Ltd and other independent market customers.

In the second quarter of the twelve-month period ended December 31, 2025, the Virtual Sports segment launched a new partnership with global aggregation leader Aristocrat Interactive. Through this collaboration Inspired has gone live with the Virginia Lottery, delivering a comprehensive suite of scheduled Virtual Sports games under the Inspired V-Lottery™ brand. Inspired also extended its long-term partnership with William Hill in the third quarter of the twelve-month period ended December 31, 2025, introducing an enhanced Virtual Sports experience and upgraded retail rollout. As part of the contract extension, Inspired will deliver a comprehensive upgrade to William Hill's Virtual Sports offering across its UK retail estate.

During the twelve-month period ended December 31, 2025, the total number of customers in the Interactive segment increased by 32 customers, inclusive of attrition among several smaller customers. In addition, Inspired also expanded its Hybrid Dealer content footprint in North America through the Caesars Palace Wheel of Wins rollout to Michigan and Ontario, following its successful launch in New Jersey.

In the Leisure segment, during the second half of the twelve-month period ended December 31, 2025, Inspired transitioned a number of pub customers to a new operating model by refocusing on content and machine supply. On November 7, 2025 Inspired completed the sale of its UK holiday parks business and certain associated leisure assets ("Genda Playnation Entertainment Ltd", previously registered as "Indigo Newco Limited"). As part of the agreement, Inspired will provide gaming and content platform services, on a recurring revenue basis to Genda Playnation Entertainment Ltd.

The Company further considered ASC 205-20 and whether or not the disposal represented a strategic shift that would have a major effect on the Company's operations and financial results. An assessment was made from both a quantitative and qualitative perspective and the Company concluded that the disposal did not represent a strategic shift. As such, the Company did not present the sale as discontinued operations.

While the business previously conducted by Indigo NewCo Limited (now Genda Playnation Entertainment Limited) and consisting of the UK B2C leisure business (holiday parks operations, the MSA Extra Operation the bowling centers, cinemas and other family entertainment center operations and the Pet Tags operation) represented as at September 30, 2025, approximately 17% of Group revenue and 8% of Group EBITDA, it generated zero free cashflow as a result of capital reinvestment. The business described was primarily associated with children's amusement machines, which is contrary to the Company's strategy of developing digital gaming for adults. Based on management's conclusion that the sale of this business represents a non-core part of the Company's strategy, in addition to the Financial Accounting Standards Board's use of the word "major" in ASC 205-20-45-1C suggesting a relatively high bar for a disposal to be considered a strategic shift on a quantitative basis, our analysis of both qualitative and quantitative factors determined that the sale did not meet the definition of a strategic shift that would have a major effect on the operations or financial results of the Company.

On June 9, 2025 Inspired announced the completion of a private placement by its subsidiary of £270.0 million aggregate principal amount of senior secured notes due 2030 (the "2030 Senior Secured Notes"). In connection with the placement, certain of its subsidiaries also entered into a new £17.8 million revolving credit facility (the "Revolving Credit Facility"), which replaced its previous revolving credit facility. The revolving credit facility was undrawn at December 31, 2025.

On November 12, 2025, the Company entered into two interest swaps with Macquarie Bank Limited designed to protect the Company against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows on the current floating rate debt facilities. The swaps are effective from December 9, 2025, until maturity on December 9, 2027.

During the twelve-month period ended December 31, 2025, management identified the non-renewal of two significant customer contracts within the pub sector as a potential indicator of impairment for the All-Other Leisure asset group (comprised of Pubs, MSA and Bingo) within the Leisure segment under the long-lived asset guidance in U.S. GAAP. The two contracts collectively represented approximately 33% and 24% of the "All Other Leisure" asset groups total revenue and EBITDA during the year ended December 31, 2024. As a result of the identified triggering event, management performed a recoverability test for the affected asset group as of August 1, 2025. Based on this analysis, the undiscounted estimated future cash flows exceeded the carrying amount of the asset group; therefore, no impairment charge was recorded. Management will continue to monitor the segment's performance and customer's relationships for potential future indicators of impairment.

During the twelve-month period ended December 31, 2025, management identified the reduction in trading levels within the Virtual Sports reporting (as a potential indicator of impairment for the asset group under ASC 350). This was driven by materially lower volumes from a key customer and growth in Brazil not meeting forecast expectations, due to the introduction of a gaming tax in January 2025 which reduced the revenue levels and caused delay in market expansion. As a result of a triggering event, management performed a quantitative goodwill impairment test for the Virtual Sports reporting unit as of December 1, 2025. Based on this analysis management concluded that the estimated fair value of the Virtual Sports reporting unit exceeded its carrying value and, accordingly, no goodwill impairment was identified or recorded. Management will continue to monitor the segment's performance for future potential indicators of impairment.

Key agreements signed in the twelve-month period ended December 31, 2025, include a five-year contract with Buzz Bingo, a five-year contract with MOTO and a five-year contract with Welcome Break all for the provision of gaming machines in the Leisure segment. Inspired also signed an extension to the Chisholm Bookmakers contract for four years, a new customer contract for JenningsBet for five years for the provision and installation of 591 Vantage terminals, and a new customer contract for Corbett Bookmakers for four years for the provision and installation of 148 flex terminals, all of which are in the Gaming segment.

Overall Company Results

Twelve Months ended December 31, 2025, compared to Twelve Months ended December 31, 2024

		For the Twelve-Month								Variance
		Period ended								December 31, 2025 vs December 31, 2024
(In $ millions)		December 31, 2025				December 31, 2024				Variance Attributable to Currency Movement				Variance on a Functional Currency Basis				Total Functional Currency Variance %				Total Reported Variance %
Revenue:
Service		$	278.6			$	258.6			$	8.9			$	11.1				4	%			8	%
Product			25.5				38.5				1.2				(14.2	)			(37	)%			(34	)%
Total revenue			304.1				297.1				10.1				(3.1	)			(1	)%			2	%
Cost of Sales, excluding depreciation and amortization:
Cost of Service			(70.2	)			(70.3	)			(2.2	)			2.3				(3	)%			-
Cost of Product			(16.3	)			(22.0	)			(0.6	)			6.3				(29	)%			(26	)%
Staff-related selling, general and administrative expenses			(69.7	)			(65.5	)			(2.1	)			(2.1	)			3	%			6	%
Non-staff related selling, general and administrative expenses			(49.8	)			(51.0	)			(1.4	)			2.6				(5	)%			(2	)%
Labor costs capitalized			13.3				11.9				0.1				1.3				11	%			12	%
Other segment items:
Stock-based compensation			(6.7	)			(7.6	)			(0.2	)			1.1				(14	)%			(12	)%
Depreciation and amortization			(52.4	)			(43.3	)			(2.6	)			(6.5	)			15	%			21	%
Loss on sale of business			(6.6	)			-				(0.4	)			(6.2	)			-				-
Other selling, general and administrative expenses			(15.2	)			(18.6	)			(0.5	)			3.9				(21	)%			(18	)%
Net operating Income			30.5				30.7				0.2				(0.4	)			(1	)%			(1	)%
Other income (expense)
Interest expense, net			(37.3	)			(29.4	)			(1.3	)			(6.6	)			22	%			27	%
Other finance income (expense)			0.9				0.5				-				0.4				80	%			80	%
Total other income (expense), net			(36.4	)			(28.9	)			(1.3	)			(6.2	)			21	%			26	%
Net (Loss)/Income from continuing operations before income taxes			(5.9	)			1.8				(1.1	)			(6.6	)			(367	)%			(428	)%
Income tax income (expense)			(11.1	)			63.0				-				(74.1	)			(118	)%			(118	)%
Net (Loss)/Income		$	(17.0	)		$	64.8			$	(1.1	)		$	(80.7	)			(125	)%			(126	)%
Exchange Rate - $ to £			1.32				1.28

See "Segments Results" below for a more detailed explanation of the significant changes in our components of revenue within the individual segment results of operations.

Revenue (for the twelve-month period ended December 31, 2025, compared to the twelve-month period ended December 31, 2024)

Consolidated Reported Revenue by Segment

For the twelve-month period ended December 31, 2025, revenue on a functional currency (at constant rate) basis decreased by $3.1 million, or 1% compared to the twelve-month period ended December 31, 2024.

For the twelve-month period ended December 31, 2025, compared to the twelve-month period ended December 31, 2024, Gaming revenue declined by $2.2 million, Gaming product revenue declined by $13.5 million due to a decrease in the North America markets as product sales do not typically follow a linear year-over-year trend, partially offset by an increase in Gaming service revenue of $11.3 million predominantly due to the UK and mainland Europe markets. Virtual Sports revenue decreased by $9.9 million due to a decrease in Online revenue. Interactive revenue increased by $17.3 million, driven by revenue growth in the UK, mainland Europe and North America; and Leisure revenue decreased by $8.5 million as service revenue decreased by $7.8 million and product revenue decreased by $0.7 million. Decreases in Leisure are predominantly from Pubs (operator business model change), Extra MSA and Holiday Parks (sale of UK holiday parks business and certain associated leisure assets).

Cost of Sales, excluding depreciation and amortization

Cost of sales, excluding depreciation and amortization, for the twelve-month period ended December 31, 2025, compared to the twelve-month period ended December 31, 2024, decreased by $8.6 million, or 9%, driven by a $6.3 million decrease in cost of product as a result of lower product sales, and a decrease in cost of service of $2.3 million predominantly driven by the Pubs operator business model change and sale of UK holiday parks business and certain associated leisure assets.

Staff-related selling, general and administrative expenses

Staff-related selling, general and administrative expenses for the twelve-month period ended December 31, 2025, increased by $2.1 million, or 3% compared to the twelve-month period ended December 31, 2024, predominantly related to performance based short term incentive expenses.

Non-staff related selling, general and administrative expenses

Non-Staff related selling, general and administrative expenses for the twelve-month period ended December 31, 2025, decreased by $2.6 million, or 5% compared with the twelve-month period ended December 31, 2024, mainly driven by a favorable realized gain on foreign currency movement, and reductions on facilities and storage from cost saving initiatives.

Stock-based compensation

During the twelve-month period ended December 31, 2025, the Company recorded stock-based compensation expenses of $6.7 million, compared to stock-based compensation expenses of $7.6 million for the twelve-month period ended December 31, 2024. All expenses related to outstanding awards.

Depreciation and amortization

Depreciation and amortization for the twelve-month period ended December 31, 2025, increased by $6.5 million compared to the twelve-month period ended December 31, 2024. This was predominantly driven by an increase in Gaming of $6.2 million mainly related to gaming machine additions.

Net operating income

During the twelve-month period ended December 31, 2025, net operating income was $30.5 million, an decrease of $0.4 million compared to the twelve-month period ended December 31, 2024. This was predominantly due to higher service revenue, lower cost of sales, offset by loss on sale of business.

Net (Loss)/Income

For the twelve-month period ended December 31, 2025, net loss was $17.0 million, compared to net income of $64.8 million in the twelve-month period ended December 31, 2024. The decrease was primarily driven by an increase of income tax expense of $74.1 million, as the twelve-month period ended December 31, 2024, included a reversal of the majority of the company's valuation allowance on its deferred tax assets, partially offset by the decrease in net operating income and increases in interest expense and income tax expense.

Deferred Tax

The Company maintains a valuation allowance related to capital loss carryovers in the United Kingdom, state net operating losses unable to be utilized in the United States, and United States interest expected to be limited under Section 163(j).

Segment Results (for the twelve months ended December 31, 2025, compared to the twelve months ended December 31, 2024)

Gaming

We generate revenue from our Gaming segment through the delivery of our gaming terminals preloaded with proprietary gaming software, server-based content, as well as services such as terminal repairs, maintenance, software updates and upgrades on a when and if available basis and content development. We receive rental fees for machines, typically in conjunction with long-term contracts, on both a participation and fixed fee basis. Our participation contracts are typically structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and any relevant regulatory levies) from gaming terminals placed in our customers' facilities. Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract.

Revenue growth for our Gaming business is principally driven by changes in (i) the number of operator customers we have, (ii) the number of Gaming machines in operation, (iii) the net win performance of the machines and (iv) the net win percentage that we receive pursuant to our contracts with our customers.

Gaming, Key Performance Indicators

		For the Twelve-Month Period ended								Variance December 31, 2025 vs December 31, 2024
Gaming		December 31, 2025				December 31, 2024								%
End of period installed base (# of terminals) (2)			35,331				34,916				415				1.2	%
Total Gaming - Average installed base (# of terminals) (2)			34,149				34,863				(714	)			(2.0	)%
Participation - Average installed base (# of terminals) (2)			28,986				29,897				(911	)			(3.0	)%
Fixed Rental - Average installed base (# of terminals)			9,652				4,971				4,681				94.2	%
Service Only - Average installed base (# of terminals)			7,626				5,770				1,856				32.2	%
Customer Gross Win per unit per day (1) (2)		£	99.5			£	96.6			£	2.9				3.0	%
Customer Net Win per unit per day (1) (2)		£	72.5			£	70.8			£	1.7				2.4	%
Inspired Blended Participation Rate			5.2	%			5.4	%			(0.2	)%			(3.7	)%
Inspired Fixed Rental Revenue per Gaming Machine per week		£	23.9			£	28.6			£	(4.7	)			(16.4	)%
Inspired Service Rental Revenue per Gaming Machine per week		£	7.5			£	5.3			£	2.2				41.5	%
Gaming Long term license amortization (£'m)		£	2.6			£	2.1			£	0.5				23.8	%
Number of Machine sales			5,454				3,118				2,336				74.9	%
Average selling price per terminal		£	4,659			£	8,044			£	(3,385	)			(42.1	)%

(1)	Includes all SBG terminals in which the Company takes a participation revenue share across all territories.
(2)	Includes approximately 2,500 lottery terminals where the revenue share is on handle instead of net win.

In the table above:

"End of Period Installed Base" is equal to the number of deployed Gaming terminals at the end of each period that have been placed on a participation or fixed rental basis. Gaming participation revenue, which comprises the majority of Gaming Service revenue, is directly related to the participation terminal installed base. This is the medium by which our customers generate revenue and distribute a revenue share to the Company. To the extent all other KPIs and certain other factors remain constant, the larger the installed base, the higher the Company's revenue would be for a given period. Management gives careful consideration to this KPI in terms of driving growth across the segment. This does not include Service Only terminals.

Revenue is derived from the performance of the installed base as described by Gross and Net Win KPIs.

If the End of Period Installed Base is materially different from the Average Installed Base (described below), we believe this gives an indication as to potential future performance. We believe the End of Period Installed Base is particularly useful for assessing new customers or markets, to indicate the progress being made with respect to entering new territories or jurisdictions.

"Total Gaming - Average Installed Base" is the average number of deployed Gaming terminals during the period consisting of both participation terminals and fixed rental terminals. Therefore, it is more closely aligned to revenue in the period. We believe this measure is particularly useful for assessing existing customers or markets to provide comparisons of historical size and performance. This does not include Service Only terminals.

"Participation - Average Installed Base" is the average number of deployed Gaming terminals that generated revenue on a participation basis.

"Fixed Rental - Average Installed Base" is the average number of deployed Gaming terminals that generated revenue on a fixed rental basis.

"Service Only - Average Installed Base" is the average number of terminals that generated revenue on a Service only basis.

"Customer Gross Win per unit per day" is a KPI used by our management to (i) assess impact on the Company's revenue, (ii) determine changes in the performance of the overall market and (iii) evaluate the impact of regulatory change and our new content releases on our customers. Customer Gross Win per unit per day is the average per unit cash generated across all Gaming terminals in which the Company takes a participation revenue share across all territories in the period, defined as the difference between the amounts staked less winnings to players divided by the Average Installed Base in the period, then divided by the number of days in the period.

Gaming revenue accrued in the period is derived from Customer Gross Win accrued in the period after deducting gaming taxes (defined as a regulatory levy paid by the Customer to government bodies) and applying the Company's contractual revenue share percentage.

Our management believes Customer Gross Win measures are meaningful because they represent a view of customer operating performance that is unaffected by our revenue share percentage and allow management to (1) readily view operating trends, (2) perform analytical comparisons and benchmarking between customers and (3) identify strategies to improve operating performance in the different markets in which we operate.

"Customer Net Win per unit per day" is Customer Gross Win per unit per day after giving effect to the deduction of gaming taxes.

"Inspired Blended Participation Rate" is the Company's average revenue share percentage across all participation terminals where revenue is earned on a participation basis, weighted by Customer Net Win per unit per day.

"Inspired Fixed Rental Revenue per Gaming Machine per week" is the Company's average fixed rental amount across all fixed rental terminals where revenue is generated on a fixed fee basis, per unit per week.

"Inspired Service Rental Revenue per Gaming Machine per week" is the Company's average service rental amount across all service only rental terminals where revenue is generated on a service only fixed fee basis, per unit per week.

"Gaming Long term license amortization" is the upfront license fee per terminal which is typically spread over the life of the terminal.

Our overall Gaming revenue from terminals placed on a participation basis can therefore be calculated as the product of the Participation - Average Installed Base, the Customer Net Win per unit per day, the number of days in the period, and the Inspired Blended Participation Rate, which is equal to "Participation Revenue".

"Number of Machine sales" is the number of terminals sold during the period.

"Average selling price per terminal" is the total revenue in GBP of the Gaming terminals sold divided by the "number of Machine sales".

Gaming, Recurring Revenue

Set forth below is a breakdown of our Gaming recurring revenue. Gaming recurring revenue principally consists of Gaming participation revenue and fixed rental revenue.

		For the Twelve-Month Period ended								Variance December 31, 2025 vs December 31, 2024
(In £ millions)		December 31, 2025				December 31, 2024				£				%
Gaming Recurring Revenue
Total Gaming Revenue		£	84.9			£	86.7			£	(1.8	)			(2	)%
Gaming Participation Revenue		£	39.9			£	41.7			£	(1.8	)			(4	)%
Gaming Project Recurring Revenue		£	1.2			£	0.7			£	0.5				71	%
Other Fixed Fee Recurring Revenue		£	15.1			£	9.1			£	6.0				66	%
Gaming Long-term license amortization		£	2.6			£	2.2			£	0.4				18	%
Total Gaming Recurring Revenue *		£	58.8			£	53.7			£	5.1				9	%
Gaming Recurring Revenue as a % of Total Gaming Revenue			69	%			62	%			7	%

In the table above:

"Gaming Participation Revenue" includes our share of revenue generated from (i) our Gaming terminals placed in gaming and lottery venues; and (ii) licensing of our game content and intellectual property to third parties.

"Gaming Other Fixed Fee Recurring Revenue" includes service revenue in which the Company earns a periodic fixed fee on a contracted basis.

"Gaming Project Recurring Revenue" relates specifically to a single customer for machine estate upgrades and distribution.

"Gaming Long term license amortization" - see the definition provided above.

"Total Gaming Recurring Revenue" is equal to Gaming Participation Revenue plus Gaming Other Fixed Fee Recurring Revenue.

Gaming, Service Revenue by Region

Set forth below is a breakdown of our Gaming service revenue by geographic region. Gaming Service revenue consists principally of Gaming participation revenue, Gaming other fixed fee revenue, Gaming long-term license amortization and Gaming other non-recurring revenue. See "Gaming Segment Revenue" below for a discussion of gaming service revenue between the periods under review.

		For the Twelve-Month Period ended								Variance
(In millions)		December 31, 2025				December 31, 2024				December 31, 2025 vs December 31, 2024								Total Functional Currency %
Service Revenue:
UK LBO		$	44.3			$	34.5			$	9.8				28	%			3	%
UK Other			16.2				16.1				0.1				1	%			(19	)%
Italy			1.5				1.7				(0.2	)			(12	)%			3	%
Greece			20.1				15.2				4.9				32	%			2	%
Rest of the World			1.5				1.8				(0.3	)			(17	)%			3	%
Lotteries			5.2				5.4				(0.2	)			(4	)%			4	%
Total Service revenue		$	88.8			$	74.7			$	14.1				19	%			(2	)%
Exchange Rate - $ to £			1.32				1.28

Note: Exchange rate in the table is calculated by dividing the USD total service revenue by the GBP total service revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.

Gaming, Results of Operations

		For the Twelve-Month Period ended								Variance December 31, 2025 vs December 31, 2024
(In $ millions)		December 31, 2025				December 31, 2024				Variance Attributable to Currency Movement				Variance on a Functional Currency Basis				Total Functional Currency Variance %				Total Reported Variance %
Revenue:
Service		$	88.8			$	74.7			$	2.8			$	11.3				15	%			19	%
Product			23.5				35.9				1.1				(13.5	)			(38	)%			(35	)%
Total revenue			112.3				110.6				3.9				(2.2	)			(2	)%			2	%
Cost of Sales, excluding depreciation and amortization:
Cost of Service			(20.6	)			(20.0	)			(0.7	)			0.1				(1	)%			3	%
Cost of Product			(15.4	)			(21.2	)			(0.6	)			6.4				(30	)%			(27	)%
Total cost of sales			(36.0	)			(41.2	)			(1.3	)			6.5				(16	)%			(13	)%
Staff-related selling, general and administrative expenses			(16.1	)			(18.1	)			(0.5	)			2.5				(14	)%			(11	)%
Non-staff related selling, general and administrative expenses			(11.7	)			(10.5	)			(0.3	)			(0.9	)			9	%			11	%
Labor costs capitalized			6.5				4.5				0.2				1.8				40	%			44	%
Other segment items:
Stock-based compensation			(1.2	)			(0.9	)			-				(0.3	)			33	%			33	%
Depreciation and amortization			(24.0	)			(16.8	)			(1.0	)			(6.2	)			37	%			43	%
Other selling, general and administrative expenses			(2.2	)			(3.7	)			(0.1	)			1.6				(43	)%			(41	)%
Net operating Income		$	27.6			$	23.9			$	0.9			$	2.8				12	%			15	%
Exchange Rate - $ to £			1.32				1.28

Note: Exchange rate in the table is calculated by dividing the USD total revenue by the GBP total revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.

All variances discussed in the Gaming results below are on a functional currency (at a constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.

Gaming Revenue

During the twelve-month period ended December 31, 2025, Gaming revenue decreased by $2.2 million, or 2% compared to the twelve-month period ended December 31, 2024. This was driven by $13.5 million decrease in Product revenue, partially offset by an increase of $11.3 million increase in Service revenue.

The Product revenue decrease, for the twelve-month period ended December 31, 2025, compared to the twelve-month period ended December 31, 2024, was primarily driven by North America, with the prior year containing higher volumes of hardware sales which tend to be more variable in nature.

The increase in Gaming Service revenue, during the twelve-month period ended December 31, 2025, compared to the twelve-month period ended December 31, 2024, was primarily driven by a $11.9 million increase from the UK markets. This was predominantly due to the William Hill Vantage® terminal deployment partially offset by declines in the rest of the world.

Gaming Operating / Net Income

Net income for the twelve-month period ended December 31, 2025, increased by $2.8 million, compared to the twelve-month period ended December 31, 2024. This increase was primarily due to higher service revenue and a decrease in cost of sales. Staff-related selling, general and administrative expenses reduced driven by the closure of the Bridgend manufacturing facility in 2025 partially offset by an increase in Depreciation and amortization relating to gaming machine additions.

Virtual Sports

We generate revenue from our Virtual Sports segment through our on-premise licensing solution and hosting of our products. We primarily receive fees on a participation basis. Our participation contracts are typically structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and other promotional costs and any relevant regulatory levies) from Virtual Sports content placed on our customers' websites or in our customers' facilities. Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract.

Revenue growth for our Virtual Sports segment is principally driven by the number of customers we have, the net win performance of the games and the net win percentage that we receive pursuant to our contracts with our customers.

Virtual Sports, Key Performance Indicators

		For the Twelve-Month Period ended								Variance December 31, 2025 vs December 31, 2024
		December 31, 2025				December 31, 2024								%
Virtuals
No. of Live Customers at the end of the period			60				58				2				3.4	%
Average No. of Live Customers			59				56				3				5.4	%
Total Revenue (£'m)		£	27.8			£	35.6			£	(7.8	)			(21.9	)%
Total Revenue £'m - Retail		£	9.0			£	9.2			£	(0.2	)			(2.2	)%
Total Revenue £'m - Online Virtuals		£	18.8			£	26.4			£	(7.6	)			(28.8	)%

In the table above:

"No. of Live Customers at the end of the period" and "Average No. of Live Customers" represent the number of customers from which there is Virtual Sports revenue at the end of the period and the average number of customers from which there is Virtual Sports revenue during the period, respectively.

"Total Revenue (£m)" represents total revenue for the Virtual Sports segment, including recurring and upfront service revenue. Total revenue is also divided between "Total Revenue (£m) - Retail," which consists of revenue earned through players wagering at Virtual Sports venues, "Total Revenue (£m) - Online Virtuals," which consists of revenue earned through players wagering on Virtual Sports online.

Virtual Sports, Recurring Revenue

Set forth below is a breakdown of our Virtual Sports recurring revenue, which consists of Retail Virtuals and Online Virtuals recurring revenue as well as long-term license amortization. See "Virtual Sports Segment Revenue" below for a discussion of Virtual Sports Service revenue between the periods under review.

		For the Twelve-Month Period ended								Variance December 31, 2025 vs December 31,2024
(In £ millions)		December 31, 2025				December 31, 2024				£				%
Virtual Sports Recurring Revenue
Total Virtual Sports Revenue		£	27.8			£	35.6			£	(7.8	)			(21.9	)%
Recurring Revenue - Retail Virtuals		£	8.2			£	9.0			£	(0.8	)			(8.9	)%
Recurring Revenue - Online Virtuals		£	18.4			£	25.6			£	(7.2	)			(28.1	)%
Total Virtual Sports Long-term license amortization		£	0.9			£	0.1			£	0.8				800.0	%
Total Virtual Sports Recurring Revenue		£	27.5			£	34.7			£	(7.2	)			(20.7	)%
Virtual Sports Recurring Revenue as a Percentage of Total Virtual Sports Revenue			98.9	%			97.5	%			1.4	%

"Recurring Revenue" includes our share of revenue generated from (i) our Virtual Sports products placed with operators; (ii) licensing our game content and intellectual property to third parties; and (iii) our games on third-party online gaming platforms that are interoperable with our game servers.

"Virtual Sports Long term license amortization" is the upfront license fee which is typically spread over the life of the contract.

Virtual Sports, Results of Operations

		For the Twelve-Month Period ended								Variance December 31, 2025 vs December 31, 2024
(In $ millions)		December 31, 2025				December 31, 2024				Variance Attributable to Currency Movement				Variance on a Functional Currency Basis				Total Functional Currency Variance %				Total Reported Variance %
Service Revenue		$	36.6			$	45.4			$	1.1			$	(9.9	)			(22	)%			(19	)%
Cost of Service			(2.1	)			(1.7	)			(0.1	)			(0.3	)			18	%			24	%
Staff-related selling, general and administrative expenses			(9.3	)			(9.2	)			(0.3	)			0.2				(2	)%			1	%
Non-staff related selling, general and administrative expenses			(2.1	)			(2.7	)			-				0.6				(22	)%			(22	)%
Labor costs capitalized			3.7				4.3				-				(0.6	)			(14	)%			(14	)%
Other segment items:
Stock-based compensation			(0.4	)			(0.5	)			-				0.1				(20	)%			(20	)%
Depreciation and amortization			(7.8	)			(5.6	)			(0.2	)			(2.0	)			36	%			39	%
Net operating Income		$	18.6			$	30.0			$	0.5			$	(11.9	)			(40	)%			(38	)%
Exchange Rate - $ to £			1.32				1.28

Note: Exchange rate in the table is calculated by dividing the USD service revenue by the GBP service revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.

All variances discussed in the Virtual Sports results below are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.

Virtual Sports revenue

During the twelve-month period ended December 31, 2025, revenue decreased by $9.9 million, or 22% compared to the twelve-month period ended December 31, 2024, primarily driven by regulation in the Brazilian market, introduction of new levies and lower revenue from a key customer.

Virtual Sports net operating income

During the twelve-month period ended December 31, 2025, net operating income decreased by $11.9 million compared to the twelve-month period ended December 31, 2024, primarily due to the decreases in revenues and increases in depreciation and amortization of $2.0 million.

Interactive

We generate revenue from our Interactive segment through various gaming content made available via third-party aggregation platforms integrated with our remote gaming server or directly on the Company's remote gaming server platform, and services such as customer support, platform maintenance, updates and upgrades. Typically, we receive fees on a participation basis. Our participation contracts are usually structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays and other promotional costs and any relevant local gaming taxes and/or regulatory levies) from Interactive content placed on our customers' websites. Typically, we recognize revenue from these arrangements on a daily basis over the term of the contract.

Revenue growth for our Interactive segment is principally driven by the number of customers we have, the number of live games, the net win performance of the games and the net win percentage that we receive pursuant to our contracts with our customers.

Interactive, Key Performance Indicators

		For the Twelve-Month Period ended								Variance December 31, 2025 vs December 31, 2024
Interactive		December 31, 2025				December 31, 2024								%
No. of Live Customers at the end of the period			207				175				32				18.3	%
Average No. of Live Customers			197				167				30				18.0	%
No. of Games available at the end of the period			346				323				23				7.1	%
Average No. of Games available			332				311				21				6.8	%
No. of Live Games at the end of the period			323				303				20				6.6	%
Average No. of Live Games			308				292				16				5.5	%
Total Revenue (£'m)		£	44.4			£	30.8			£	13.6				44.2	%

In the table above:

"No. of Live Customers at the end of the period" and "Average No. of Live Customers" represent the number of customers from which there is Interactive revenue at the end of the period and the average number of customers from which there is Interactive revenue during the period, respectively.

"No. of Games available at the end of the period" and "Average No. of Games available" represents the number of games that are available for operators to deploy at the end of the period (including inactive legacy games still available and inactive new games that are available but have not yet gone live with any operators) and the average number of games that are available for operators to deploy during the period, respectively. This incorporated live games and inactive games.

"No. of Live Games at the end of the period" and "Average No. of Live Games" represents the number of games from which there is Interactive revenue at the end of the period and the average number of games from which there is Interactive revenue during the period, respectively.

"Total Revenue (£m)" represents total revenue for the Interactive segment, including recurring and upfront service revenue.

Interactive, Results of Operations

		For the Twelve-Month Period ended								Variance December 31, 2025 vs December 31, 2024
(In $ millions)		December 31, 2025				December 31, 2024				Variance Attributable to Currency Movement				Variance on a Functional Currency Basis				Total Functional Currency Variance %				Total Reported Variance %
Service Revenue		$	58.6			$	39.3			$	2.0			$	17.3				44	%			49	%
Cost of Service			(2.9	)			(1.7	)			-				(1.2	)			71	%			71	%
Staff-related selling, general and administrative expenses			(11.2	)			(8.9	)			(0.3	)			(2.0	)			22	%			26	%
Non-staff related selling, general and administrative expenses			(6.9	)			(5.4	)			(0.2	)			(1.3	)			24	%			28	%
Labor costs capitalized			3.0				2.3				(0.1	)			0.8				35	%			30	%
Other segment items:
Stock-based compensation			(0.7	)			(0.4	)			-				(0.3	)			75	%			75	%
Depreciation and amortization			(5.2	)			(5.5	)			(0.2	)			0.5				(9	)%			(5	)%
Net operating Income		$	34.7			$	19.7			$	1.2			$	13.8				70	%			76	%
Exchange Rate - $ to £			1.32				1.28

Note: Exchange rate in the table is calculated by dividing the USD service revenue by the GBP service revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.

All variances discussed in the Interactive results below are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.

Interactive revenue

During the twelve-month period ended December 31, 2025, revenue increased by $17.3 million, or 44% compared to the twelve-month period ended December 31, 2024, primarily driven by revenue growth in the UK, North America and mainland Europe.

Interactive net operating income

Net operating income for the twelve-month period ended December 31, 2025, increased by $13.8 million, or 70% compared to the twelve-month period ended December 31, 2024, driven by the increase in revenue, partially offset by increases in cost of service of $1.2 million and Staff-related and Non-staff related selling, general and administrative expenses of $3.3 million.

Leisure

We typically generate revenue from our Leisure segment through the supply of our gaming and amusement machines. We receive rental fees for machines, typically on a long-term contract basis, on both a participation and fixed fee basis. Our participation contracts are usually structured to pay us a percentage of net win (defined as net revenue to our operator customers, after deducting player winnings, free bets or plays, any relevant regulatory levies and minimum fixed incomes where applicable) from machines placed in our customers' facilities. We generally recognize revenue from these arrangements on a daily basis over the term of the contract.

Revenue for our Leisure segment is principally driven by the number of customers we have, the number of machines in operation, the net win performance of the machines and the net win percentage that we receive pursuant to our contracts with our customers.

Leisure, Key Performance Indicators

		For the Twelve-Month Period ended								Variance December 31, 2025 vs December 31, 2024
Leisure		December 31, 2025				December 31, 2024								%
End of period installed base Gaming machines (# of terminals)			4,543				10,103				(5,560	)			(55.	)%
Average installed base Gaming machines (# of terminals)			8,483				10,367				(1,884	)			(18.2	)%
End of period installed base Other (# of terminals)			786				3,595				(2,809	)			(78.1	)%
Average installed base Other (# of terminals)			2,542				3,892				(1,350	)			(34.7	)%
Pub Digital Gaming Machines - Average installed base (# of terminals)			5,083				6,200				(1,117	)			(18.0	)%
Pub Analogue Gaming Machines - Average installed base (# of terminals)			53				124				(71	)			(57.3	)%
MSA and Bingo Gaming Machines - Average installed base (# of terminals)(1)			2,449				2,944				(495	)			(16.8	)%
Inspired Leisure Revenue per Gaming Machine per week		£	79.6			£	72.6			£	7.0				9.6	%
Inspired Pub Digital Revenue per Gaming Machine per week		£	76.0			£	74.1			£	1.9				2.6	%
Inspired Pub Analogue Revenue per Gaming Machine per week		£	27.2			£	31.3			£	(4.1	)			(13.1	)%
Inspired MSA and Bingo Revenue per Gaming Machine per week		£	115.3			£	97.7			£	17.6				18.0	%
Inspired Other Revenue per Machine per week		£	35.5			£	24.1			£	11.4				47.3	%
Total Holiday Parks Revenue (Gaming and Non Gaming) (£'m)		£	32.3			£	33.4			£	(1.1	)			(3.3	)%

(1)	Motorway Service Area machines

In the table above:

"End of period installed base Gaming" and "Average installed base Gaming" represent the number of gaming machines installed (excluding Holiday Park machines) that are Category B and Category C only (UK Gambling Act 2005 places machines into categories dependent on maximum stake and prize available), from which there is participation or rental revenue at the end of the period or as an average over the period.

"End of period installed base Other" and "Average installed base Other" represent the number of all other category machines installed (excluding Holiday Park machines) from which there is participation or rental revenue at the end of the period or as an average over the period.

"Revenue per machine unit per week" represents the average weekly participation or rental revenue recognized during the period.

Leisure, Results of Operations

		For the Twelve-Month Period ended								Variance December 31, 2025 vs December 31, 2024
(In $ millions)		December 31, 2025				December 31, 2024				Variance Attributable to Currency Movement				Variance on a Functional Currency Basis				Total Functional Currency Variance %				Total Reported Variance %
Revenue:
Service		$	94.6			$	99.2			$	3.2			$	(7.8	)			(8	)%			(5	)%
Product			2.0				2.6				0.1				(0.7	)			(27	)%			(23	)%
Total revenue			96.6				101.8				3.3				(8.5	)			(8	)%			(5	)%
Cost of Sales, excluding depreciation and amortization:
Cost of Service			(44.6	)			(46.9	)			(1.5	)			3.8				(8	)%			(5	)%
Cost of Product			(0.9	)			(0.8	)			-				(0.1	)			13	%			13	%
Total cost of sales			(45.5	)			(47.7	)			(1.5	)			3.7				(8	)%			(5	)%
Staff-related selling, general and administrative expenses			(15.4	)			(16.8	)			(0.5	)			1.9				(11	)%			(8	)%
Non-staff related selling, general and administrative expenses			(14.6	)			(14.8	)			(0.4	)			0.6				(4	)%			(1	)%
Labor costs capitalized			0.1				0.8				-				(0.7	)			(88	)%			(88	)%
Other segment items:
Stock-based compensation			(0.5	)			(0.6	)			-				0.1				(17	)%			(17	)%
Depreciation and amortization			(12.5	)			(12.9	)			(0.4	)			0.8				(6	)%			(3	)%
Loss on sale of business			(6.6	)			-				(0.3	)			(6.3	)			-				-
Other selling, general and administrative expenses			(0.5	)			-				-				(0.5	)			-				-
Net Operating Income		$	1.1			$	9.8			$	0.2			$	(8.9	)			(91	)%			(89	)%
Exchange Rate - $ to £			1.32				1.28

Note: Exchange rate in the table is calculated by dividing the USD total revenue by the GBP total revenue, therefore this could be slightly different from the average rate during the period depending on timing of transactions.

All variances discussed in the Leisure results below are on a functional currency (at constant rate) basis, which excludes the impact of any changes in foreign currency exchange rates.

Leisure Revenue

For the twelve-month period ended December 31, 2025, revenue decreased by $8.5 million, or 8% compared to the twelve-month period ended December 31, 2024, predominantly from a decrease in pubs revenue of $5.5 million due to pub operator business model restructuring and a decrease in Extra MSA and holiday parks revenue of $3.6 million due to the sale of UK holiday parks business and certain associated leisure assets.

Leisure Net Operating Income

Operating income for the twelve-month period ended December 31, 2025, decreased by $8.9 million compared to the twelve-month period ended December 31, 2024. This was predominantly driven by the pub operator business model restructuring, Extra MSA and the sale of UK holiday parks business and certain associated leisure assets.

Non-GAAP Financial Measures

We use certain non-GAAP financial measures, including EBITDA, to analyze our operating performance. We use these financial measures to manage our business on a day-to-day basis. We believe that these measures are also commonly used in our industry to measure performance. For these reasons, we believe that these non-GAAP financial measures provide expanded insight into our business, in addition to standard U.S. GAAP financial measures. There are no specific rules or regulations for defining and using non-GAAP financial measures, and as a result the measures we use may not be comparable to measures used by other companies, even if they have similar labels. The presentation of non-GAAP financial information should not be considered in isolation from, or as a substitute for, or superior to, financial information prepared and presented in accordance with U.S. GAAP. You should consider our non-GAAP financial measures in conjunction with our U.S. GAAP financial measures.

We define our non-GAAP financial measures as follows:

EBITDA is defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense.

Adjusted EBITDA is defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense, and other additional exclusions and adjustments (see Adjusted EBITDA reconciliation table). Such additional excluded amounts include stock-based compensation U.S. GAAP charges where the associated liability is expected to be settled in stock, and changes in the value of earnout liabilities and income and expenditure in relation to legacy portions of the business (being those portions where trading no longer occurs) including closed defined benefit pension plans. Additional adjustments are made for items considered outside the normal course of business, including but not limited to (1) restructuring costs, which include charges attributable to employee severance, impairments, management changes, restructuring, dual running costs, costs related to facility closures and integration costs, (2) merger and acquisition costs and (3) gains or losses not in the ordinary course of business (4) the costs of the restatement of previously issued financial statements.

We believe Adjusted EBITDA, when considered along with other performance measures, is a particularly useful performance measure, because it focuses on certain operating drivers of the business, including sales growth, operating costs, selling and administrative expense and other operating income and expense. We believe Adjusted EBITDA can provide a more complete understanding of our operating results and the trends to which we are subject, and an enhanced overall understanding of our financial performance and prospects for the future. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income or loss, because it does not take into account certain aspects of our operating performance (for example, it excludes non-recurring gains and losses which are not deemed to be a normal part of underlying business activities). Our use of Adjusted EBITDA may not be comparable to the use by other companies of similarly termed measures. Management compensates for these limitations by using Adjusted EBITDA as only one of several measures for evaluating our operating performance. In addition, capital expenditures, which affect depreciation and amortization, interest expense, and income tax benefit (expense), are evaluated separately by management.

Functional Currency at Constant rate. Currency impacts discussed have been calculated as the current-period average GBP:USD rate less the equivalent average rate in the prior period, multiplied by the current period amount in our functional currency (GBP). The remaining difference, referred to as functional currency at constant rate, is calculated as the difference in our functional currency, multiplied by the prior-period average GBP: USD rate, as a proxy for functional currency at constant rate movement.

Currency Movement represents the difference between the results in our reporting currency (USD) and the results on a functional currency (at constant rate) basis.

Reconciliations from net loss, as shown in our Consolidated Statements of Operations and Comprehensive Income (Loss), to Adjusted EBITDA are shown below.

Reconciliation to Adjusted EBITDA by segment for the Twelve Months ended December 31, 2025

				For the Twelve-Month Period ended December 31, 2025
(In $ millions)		Statutory Heading		Total				Gaming				Virtual Sports				Interactive				Leisure				Corporate
Net Income/ (loss)		Net Income		$	(17.0	)		$	27.6			$	18.6			$	34.7			$	1.1			$	(99.0	)
Pension charges (1)		Staff-related selling, general and administrative expenses		$	1.0																				1.0
Cost of Group Restructure (2)		Other selling, general and administrative expenses		$	10.1				2.2												0.5				7.4
Cost of Group Restatement (3)		Other selling, general and administrative expenses		$	4.1																				4.1
Stock-based compensation expense (4)		Stock-based compensation expense		$	6.7				1.2				0.4				0.7				0.5				3.9
Depreciation and amortization (4)		Depreciation and amortization		$	52.4				24.0				7.8				5.2				12.5				2.9
Loss on sale of business (6)		Loss on sale of business		$	6.6																6.6
Interest expense net (4)		Interest expense net		$	37.3																				37.3
Other finance expenses / (income) (4)		Other finance expenses / (income)		$	(0.9	)																			(0.9	)
Income Tax (4)		Income Tax		$	11.1																				11.1
Adjusted EBITDA				$	111.4			$	55.0			$	26.8			$	40.6			$	21.2			$	(32.2	)
Adjusted EBITDA				£	84.0			£	41.5			£	20.3			£	30.7			£	15.9			£	(24.4	)
Exchange Rate - $ to £ (5)					1.32

Note: Certain unallocated corporate function costs have not been allocated to the Company's reportable operating segments because these costs are not allocable and to do so would not be practical; these are shown in the Corporate category.

Reconciliation to Adjusted EBITDA by segment for the Twelve Months ended December 31, 2024

				For the Twelve-Month Period ended December 31, 2024
(In millions)		Statutory Heading		Total				Gaming				Virtual Sports				Interactive				Leisure				Corporate
Net Income/ (loss)				$	64.8			$	23.9			$	30.0			$	19.7			$	9.8			$	(18.6	)
Pension charges (1)		Staff-related selling, general and administrative expenses		$	1.1																				1.1
Cost of Group Restructure (2)		Other selling, general and administrative expenses		$	5.1				3.7																1.4
Cost of Group Restatement (3)		Other selling, general and administrative expenses		$	12.3																				12.3
Stock-based compensation expense (4)		Stock-based compensation expense		$	7.6				0.9				0.5				0.4				0.6				5.2
Depreciation and amortization (4)		Depreciation and amortization		$	43.3				16.8				5.6				5.5				12.9				2.5
Interest expense net (4)		Interest expense net		$	29.4																				29.4
Other finance expenses / (income) (4)		Other finance expenses / (income)		$	(0.5	)																			(0.5	)
Income tax (4)		Income tax		$	(63.0	)																			(63.0	)
Adjusted EBITDA				$	100.1			$	45.3			$	36.1			$	25.6			$	23.3			$	(30.2	)
Adjusted EBITDA				£	78.4			£	35.5			£	28.0			£	20.0			£	18.2			£	(23.3	)
Exchange Rate - $ to £ (5)					1.28

Note: Certain corporate function costs have not been allocated to the Company's reportable operating segments because to do so would not be practical; these are shown in the Corporate category.

Notes to Adjusted EBITDA reconciliation tables above:

(1)	"Pension charges" are profit and loss charges included within selling, general and administrative expenses, relating to a defined benefit plan which was closed to new entrants in 1999 and to future accrual in 2010. As well as the amortization of net loss, the figure also includes charges relating to the Pension Protection Fund (which were historically borne by the pension plan) and a small amount of associated professional services expenses. These costs are included within Corporate Functions.
(2)	"Cost of Group Restructure" includes redundancy costs, Payment In Lieu of Notice costs and any associated employer taxes. To qualify as an adjusting item, costs must be part of a large restructuring project, which will net save ongoing future costs or be in relation to the exit of an Executive.
(3)	"Cost of Group Restatement" includes accounting advice and other related costs associated with the restatement of financial statements. It also includes ongoing costs relating to the SEC inquiry that was concluded in January 2025. To qualify as an adjusting item, costs must be specific to the event and be neither normal nor recurring in nature.

(4)	Stock-based compensation expense, Depreciation and amortization, Total other expense, net and Income tax are as described above in the Results of Operations line item discussions. Total expense, net includes interest income, interest expense, change in fair value of earnout liability, change in fair value of derivative liability and other finance income.
(5)	Exchange rate in the table is calculated by dividing the USD Adjusted EBITDA by the GBP Adjusted EBITDA, therefore this could be slightly different from the average rate during the period depending on timing of transactions.
(6)	"Loss on sale of business" - In November 2025, the company sold its UK holiday parks business and certain associated leisure assets to a non-connected party, recognizing a loss on disposal.

Liquidity and Capital Resources

Twelve Months ended December 31, 2025, compared to Twelve Months ended December 31, 2024

Cash Flow Summary - A Two-Year Comparative

		Twelve Months ended								Variance
(in millions)		December 31,				December 31,
		2025				2024				2025 to 2024
Net (loss)/profit		$	(17.0	)		$	64.8			$	(81.8	)
Non-cash interest expense relating to senior debt			3.0				1.1				1.9
Change in fair value of derivative liabilities and stock-based compensation expense			6.7				7.6				(0.9	)
Loss on sale of business			6.6				-				6.6
Deferred income taxes			2.9				-				2.9
Depreciation and amortization (incl RoU assets)			57.1				47.7				9.4
Other net cash utilized by operating activities			(7.3	)			(89.5	)			82.2
Net cash provided by operating activities			52.0				31.7				20.3
Net cash used in investing activities			(40.5	)			(40.1	)			(0.4	)
Net cash used by financing activities			-				(1.6	)			1.6
Effect of exchange rates on cash			2.5				(0.7	)			3.2
Net increase/(decrease) in cash and cash equivalents		$	14.0			$	(10.7	)		$	24.7

Net cash provided by operating activities

For the twelve months ended December 31, 2025, net cash inflow provided by operating activities was $52.0 million, compared to a $31.7 million inflow for the twelve months ended December 31, 2024, representing a $20.3 million increase in cash generation. The increase was driven primarily through the working capital position with favorable movements in accounts receivable due to timing of sales recognition with high levels at the end of 2024 collected in 2025.

Amortization of debt fees increased by $1.9 million, to $3.0 million, due to the refinancing of the business in June 2025.

Change in the fair value of derivative and warrant liabilities and stock-based compensation expense decreased by $0.9 million from $7.6 million to $6.7 million due to lower stock-based compensation expense. All expenses related to outstanding awards.

A loss on sale of business expense of $6.6 million was incurred in the twelve months ended December 31, 2025 relating to the sale of the UK holiday parks business and certain associated leisure assets.

Depreciation and amortization increased by $9.4 million, to $57.1 million, with increases of $4.4 million in amortization of software development costs, $4.3 million in machine depreciation, $0.4 million in non-machine depreciation and $0.3 million in amortization of right of use assets.

Other net cash utilized by operating activities increased by $82.2 million to an outflow of $7.3 million. The relative movements between the twelve months ended December 31, 2025 and the twelve months ended December 31, 2024 resulted in favorable movements of $60.1 million in corporate tax and other current taxes, $46.8 million in accounts receivable and $3.4 million in inventory. The movement in corporate tax and other current taxes was due to the previous year including the reversal of the Company's valuation allowance on their deferred tax assets in various jurisdictions as well as an inclusion for global low-taxed income. The movements in accounts receivable was largely due to timing of machine sales with the end of 2024 seeing high levels which were collected in 2025 and due to lower Leisure receivables following the sale of our holiday park business and associated leisure assets and the transitioning of a number of pub customer to a new operating model. These favorable movements were partly offset by unfavorable movements in prepayments and accrued income of $23.8 million and long-term liabilities of $3.5 million.

Net cash used in investing activities

Net cash utilized in investing activities increased by $0.4 million to $40.5 million in the twelve months ended December 31, 2025. Higher spend on plant, property and equipment, $18.7 million increase, which included the updating of machines in Greece, a $1.8 million increase in contract costs spending and $7.5 million of holiday park floats sold as part of the sale of the holiday parks business and certain associated leisure assets were largely offset by the net proceeds from the sale of our holiday park business and associated leisure assets of $24.4 million, $1.3 million of cash received in escrow as part of the sale and the $1.9 million reduced spend on capital software.

Net cash used by financing activities

During the twelve months ended December 31, 2025, cash used by financing activities was net neutral. The refinancing of the business in June 2025 resulted in a net generation of cash of $8.2 million which was offset by a $7.8 million outflow relating to finance lease spend and a $0.4 million repurchase of company shares. During the twelve months ended December 31, 2024, net cash used by financing activities was $1.6 million all relating to finance lease spend.

Funding Needs and Sources

To fund our obligations, historically we have relied on a combination of cash flows provided by operations and the incurrence of additional debt or the refinancing of existing debt. As of December 31, 2025, we had liquidity consisting of $43.3 million in cash, of which $1.3 million is restricted in escrow until November 2026, and a further $23.9 million of undrawn revolver facility. This compares to $29.3 million of cash as of December 31, 2024, with a further $6.3 million of revolver facilities undrawn. We had a working capital outflow of $7.3 million for the twelve months ended December 31, 2025, compared to a $89.5 million outflow for the twelve months ended December 31, 2024.

The level of our working capital surplus or deficit varies with the level of machine procurement we are undertaking and our capitalization as well as the seasonality evident in some of the businesses. In periods with minimal machine volumes and capital spend, our working capital is typically more stable. In periods where significant numbers of machines are being produced, the levels of inventory and creditors are typically higher and there is a natural timing difference between converting the stock into sellable or capitalized plant and settling payments to suppliers. These factors can result in significant working capital volatility. In periods of low activity, our working capital volatility is reduced. Working capital is reviewed and managed with the aim of ensuring that current liabilities are covered by the level of cash held and the expected level of short-term receipts.

Historically, some of our business operations require cash to be held within the machines. However with the sale of our holiday park business and certain associated leisure assets in November 2025, the operational float requirement is removed. As of December 31, 2025, none of our $43.3 million of cash were held as operational floats within the machines. At December 31, 2024, $2.9 million of our $29.3 million of cash were held as operational floats within the machines

Management currently believes that the Company's cash balances on hand, cash flows expected to be generated from operations, and the ability to control and defer capital projects will be sufficient to fund the Company's net cash requirements through April 2027.

Long Term and Other Debt

(In millions)		December 31, 2025								December 31, 2024
Cash held		£	31.2			$	42.0			£	23.4			$	29.3
Restricted cash			0.9				1.3
Revolver drawn			-				-				(15.0	)			(18.8	)
Original principal senior debt			(270.0	)			(363.2	)			(235.0	)			(294.4	)
Cash interest accrued			(1.7	)			(2.3	)			(1.9	)			(2.4	)
Finance lease creditors			(13.4	)			(18.1	)			(18.4	)			(23.0	)
Total		£	(253.0	)		$	(340.3	)		£	(246.9	)		$	(309.3	)

Note: Table presented in GBP and USD as principle senior debt has a base currency of GBP, movements in the USD value represent foreign currency exchange rate fluctuations.

Debt Covenants

On June 4, 2025, the group entered into a Senior Note Purchase Agreement with the facilities being issued on June 9, 2025. At the same time the group entered into a Senior Facilities Agreement. These facilities also became available on June 9, 2025 but remained undrawn. At this point, all previously existing debt and revolver facilities were fully repaid. Full details of the refinancing of the group and of the terms and conditions of the new debt facilities can be found in Note 13 Long Term and Other Debt.

Under the Note Purchase Agreement in place as of December 31, 2025, we are subject to covenant testing on the Senior Notes. The Notes Purchase Agreement requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.0x on the test date for the relevant periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027, stepping down to 4.75x on June 30, 2027 and each relevant period thereafter (the "Notes Financial Covenant"). The Notes Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as consolidated net income after adding back certain items including (without limitation) interest expense, taxes, depreciation and amortization expenses and exceptional or non-recurring costs and losses and after adjusting for certain projected savings and synergies) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis. The Notes Purchase Agreement does not include a minimum interest coverage ratio or other financial covenants.

The Senior Facilities Agreement also requires that the Company maintain a maximum consolidated senior secured net leverage ratio of 5.50x on the test date for the relevant periods ending September 30, 2025, December 31, 2025, March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027, stepping down to 5.25x on June 30, 2027 and each relevant period thereafter (the "RCF Financial Covenant"). The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as net loss excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis. The SFA does not include a minimum interest coverage ratio or other financial covenants.

Under the previous debt facilities, which operated up until the refinancing on June 4, 2025, we were not subject to covenant testing on the Senior Secured Notes. We were, however, subject to covenant testing at the level of Inspired Entertainment Inc., the ultimate holding company, on the previous RCF which required the Company to maintain a maximum consolidated senior secured net leverage ratio of 6.0x on March 31, 2022, stepping down to 5.75x on March 31, 2023 and 5.50x from March 31, 2024 and thereafter (the "RCF Financial Covenant"). The RCF Financial Covenant is calculated as the ratio of consolidated senior secured net debt to consolidated pro forma EBITDA (defined as net income (loss) excluding depreciation and amortization, interest expense, interest income and income tax expense) for the 12-month period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis, subject to the Initial Facility (as defined in the RCF Agreement) being drawn on the relevant test date. The RCF Financial Covenant does not include a minimum interest coverage ratio or other financial covenants. These covenants have now been replaced by those of the new long term debt.

Covenant testing at December 31, 2025 showed covenant compliance with the current debt facilities in place.

Under the previous debt facilities, there were no covenant violations in the twelve-month periods ended December 31, 2025 or December 31, 2024.

Liens and Encumbrances

As of December 31, 2025, our Senior Notes were secured by the imposition of a fixed and floating charge in favor of the lender over all the assets of the Company and certain of the Company's subsidiaries.

Share Repurchases

On November 1, 2025 the Board of Directors authorized a new share repurchase program permitting the repurchase, subject to repurchases being effected on or before November 30, 2028 of up to an aggregate amount of $25.0 million of the Company's issued and outstanding shares of common stock. Since the authorization, the Company has repurchased an aggregate of 56,604 shares of our common stock at an aggregate cost of $0.4 million.

Previously, the Board of Directors had authorized that the Company may use up to $25.0 million to repurchase Inspired shares of common stock, subject to repurchases being effected on or before May 10, 2025. There were no repurchases in the twelve months ended December 31, 2025 under this authorization. Under this authorization, the Company had repurchased an aggregate of 1,193,118 shares of our common stock at an aggregate cost of $12.0 million. This plan has now lapsed.

Total cumulative share repurchases under both share repurchase programs amount to an aggregate of 1,249,722 shares of our common stock at an aggregate cost of $12.4 million.

Contractual Obligations

As of December 31, 2025, our contractual obligations were as follows:

Contractual Obligations (in millions)		Total				Less than 1 year				1-2 years				3-5 years				More than 5 years
Operating activities
Interest on long term debt		$	159.2			$	35.5			$	35.3			$	88.4			$	-
Purchase of machines			2.9				2.9				-				-				-
Financing activities
Senior secured notes - principal repayment			363.2				-				-				363.2				-
Finance lease payments			18.0				4.2				4.9				8.9				-
Operating lease payments			8.9				2.9				1.5				2.8				1.7
Interest on non-utilization fees			1.3				0.3				0.3				0.7				-
Total		$	553.5			$	45.8			$	42.0			$	464.0			$	1.7

Off-Balance Sheet Arrangements

As of December 31, 2025, there were no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, promulgated by the U.S. Securities and Exchange Commission.

Critical Accounting Estimates

The preparation of our audited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. We exercise considerable judgment with respect to establishing sound accounting policies and in making estimates and assumptions that affect the reported amounts of our assets and liabilities, our recognition of revenue and expenses, and our disclosure of commitments and contingencies at the date of the consolidated financial statements. On an on-going basis, we evaluate our estimates and judgments. We base our estimates and judgments on a variety of factors, including our historical experience, knowledge of our business and industry and current and expected economic conditions, that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We periodically re-evaluate our estimates and assumptions with respect to these judgments and modify our approach when circumstances indicate that modifications are necessary. While we believe that the factors we evaluate provide us with a meaningful basis for establishing and applying sound accounting policies, we cannot guarantee that the results will always be accurate. Since the determination of these estimates requires the exercise of judgment, actual results could differ from such estimates. 

For a discussion of other recently issued accounting standards, and assessments as to their impacts on the Company, see Note 1 "Nature of Operations, Management's Plans and Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.

Revenue

Application of GAAP related to the measurement and recognition of revenue requires us to make judgments and estimates. Specifically, complex arrangements with nonstandard terms and conditions may require significant contract interpretation to determine the appropriate accounting. The Company often enters into contracts with customers that consist of a combination of services and products that are accounted for as one or more distinct performance obligations. Management applies judgment in evaluating the contractual terms and conditions that impact the identification of performance obligations and the pattern of revenue recognition. For these arrangements that contain multiple promises, judgement is also required to determine the stand-alone selling price ("SSP") for each distinct performance obligation. In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include market conditions, size of the customer, geography and other observable inputs or, as necessary, unobservable considerations such as historical experience, knowledge of our business and industry and our current or expected selling practices.

Revenue recognition is also impacted by our ability to estimate variable consideration, including, for example, estimates for income earned but unbilled prior to the reporting period end. We consider various factors when making these judgments, including a review of specific transactional data and contracted terms, information obtained subsequent to the reporting period end and historical experience. Evaluations are conducted each quarter to assess the adequacy of the estimates.

Other significant judgments include determining whether the Company is acting as the principal or the agent in a transaction.

The Company recognized service and product revenue of $278.6 million and $25.5 million, respectively, for the year ended December 31, 2025. The Company's revenue recognition policy, which requires significant judgments and estimates, is fully described in Note 1 "Nature of Operations, Management's Plans and Summary of Significant Accounting Policies" in the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.

Goodwill Impairment Assessment

Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. Performance of the qualitative goodwill assessment requires judgment in identifying and considering the significance of relevant key factors, events and circumstances that affect the fair value or carrying amount of the reporting units. Such events and circumstances that we have considered include macroeconomic conditions, industry specific and market considerations, and reporting unit-specific factors such as overall actual and projected financial performance, among other factors. We also considered the results from the most recent date that a fair value measurement was performed as a part of a quantitative goodwill assessment and specifically the cushion between each reporting unit's fair value and carrying value. The estimates used to calculate the fair value of a reporting unit as a part of a quantitative goodwill assessment change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment, if any, for each reporting unit.

Long-lived Assets and Finite-lived Intangible Assets

We evaluate the recoverability of intangible assets and other long-lived assets with finite useful lives by comparing the carrying value of the asset group to the estimated undiscounted future cash flows that we expect the asset to generate if events or changes in circumstances indicate that these assets are not recoverable. If the asset group fails the recoverability test, an impairment loss is measured as the amount by which the carrying amount of the asset group exceeds its fair value. The fair value is determined using a discounted cash flow approach where projections of future cash flows generated by those assets are discounted using an estimated discount rate. Significant judgment is required to estimate the amount and timing of future cash flows and the relative risk of achieving those cash flows. We also make judgments about the remaining useful lives of intangible assets and other long-lived assets that have finite lives. While we believe our estimates of future operating results and projected cash flows are reasonable, any significant adverse changes in key assumptions (i.e., adverse change in the extent or manner in which an asset or asset group is being used or expectation that, more likely than not, an asset or asset group will be sold or otherwise disposed of before the end of its useful life) or adverse changes in economic and market conditions may cause a change in our evaluation of recoverability or our estimation of fair value and could result in an impairment charge that could be material to our financial statements. Any impairment loss shall be allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset of the group shall not reduce the carrying amount of that asset below its fair value.

Software Development Costs

The Company must apply judgement in determining the amount of software development costs that should be capitalized. Specifically, we must evaluate, on a project-by-project basis, whether the resultant product or platform will be completed and generate ongoing economic benefits, principally through revenue from our customers, which is subject to uncertainties.

Once the software is substantially complete or available for general release, capitalized internal-use and external-use software costs are amortized on a straight-line basis over the estimated economic useful life of the software, which ranges from two to five years. There is judgement involved in estimating the useful life of developed software and the two-to-five-year period was determined based on factors such as the continuous development in the technology, obsolescence, and anticipated life of the service offering before significant upgrades. Management evaluates the useful lives of these assets on a recurring basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.