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"value": "Lottomatica Group S.p.A. (hereinafter \u2018the \u2018\u2018Company\u2019\u2019 or the \u2018\u2018Parent\u2019\u2019 and together with its subsidiaries the \u2018\u2018Group\u2019\u2019) is a company incorporated on 15 October 2019 and domiciled in Italy with registered offices in Rome, Via degli Aldobrandeschi, 300, organized under the laws of the Republic of Italy. The share capital of the Company amounts to Euro 10,000,000, divided into 251,630,412 ordinary shares without nominal value. The term of the Company is fixed until 31 December 2100. The Company\u2019s ultimate controlling entity is Apollo Capital Management, L.P., a limited company incorporated under the laws of the State of Delaware (USA). Since 3 May 2023, the Company\u2019s shares have been listed on Euronext Milan, a regulated market organized and managed by Borsa Italiana S.p.A..
The Group offers a diversified product range spread across three operating segments: (i) online betting and gaming (Online); (ii) betting and gaming through the retail network (Sports Franchise); and (iii) management of the AWP (amusement with prize machines) and VLT (video lottery terminals) entertainment device networks and management of owned gaming halls and AWPs (Gaming Franchise).
On 24 April 2024, GBO S.p.A. completed the acquisition of 100% of the share capital of SKS365 Malta Holding Limited (the \"SKS365 Acquisition\"), following the customary regulatory approvals. The transaction was financed by the proceeds from the issuance of the December 2023 Notes (as defined below) and available cash.
These consolidated financial statements as of and for the year ended 31 December 2024 (hereinafter the \u2018\u2018Consolidated Financial Statements\u201d) were approved by the Company\u2019s Board of Directors on 3 March 2025 and were audited by PricewaterhouseCoopers S.p.A.The Consolidated Financial Statements are presented in thousands of Euro",
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"value": "The most significant accounting policies and measurement criteria used in the preparation of the Consolidated Financial Statements are described below.These Consolidated Financial Statements have been prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB) and adopted by the European Union (hereafter, \u201cEU IFRS\u201d) in force as of 31 December 2024.
The Consolidated Financial Statements have been prepared in accordance with Article 154-ter of Italian Legislative Decree 58/98, as well as the relevant provisions of Consob, and include the consolidated statement of financial position, the consolidated statement of comprehensive income, the consolidated statement of cash flows and the consolidated statement of changes in equity, as well as the explanatory notes.
The designation \u2018\u2018EU IFRS\u2019\u2019 includes all \u201cInternational Financial Reporting Standards\u201d, all \u201cInternational Accounting Standards\u201d (\u201cIAS\u201d) and all interpretations of the International Financial Reporting Interpretations Committee (\u2018\u2018IFRIC\u2019\u2019), formerly the Standing Interpretations Committee (\u2018\u2018SIC\u2019\u2019), adopted as of the reporting date, by the European Union in accordance with the procedures provided for in Regulation No. 1606/2002 of the European Parliament and of the Council of 19 July 2002.
The Consolidated Financial Statements have been prepared on a going concern basis, as management has confirmed the absence of financial, operational or other indicators that may suggest an inability on the part of the Group to meet its obligations in the foreseeable future and, in particular, during the 12 months following the reporting date. The Group operates in a sector characterized by a business model in which collections precede payments. This dynamic, also considering the strong cash generation, allows the Group to manage its finances efficiently and utilize cash and cash equivalents for payments also related to non-recurring transactions which may determine temporary situations, such as those at 31 December 2024, in which current assets may be lower than current liabilities.
The consolidated financial statements as of and for the year ended 31 December 2023, presented in this Consolidated Financial Statements for comparative purposes, have been restated compared to the original data published for such period following the completion of the purchase price allocation described below which was provisionally accounted for in the financial statements as of and for the year ended 31 December 2023 (see Note 7.8 below for further details).
It should be noted that the Group has applied the temporary exemption provided by the amendment to IAS 12, issued by the International Accounting Standards Board (\u201cIASB\u201d) on 23 May 2023 (implemented by Regulation No. 2023/2468 of European Commission of 8 November 2023), regarding the recognition and related disclosure to be provided in the financial statements for deferred tax assets and liabilities arising from the application of the minimum tax (so-called \u201cGlobal Minimum Tax\u201d) provided by European Directive 2022/2523 of 14 December 2022, under the Global Anti-Base Erosion Model Rules (so-called \u201cPillar 2\u201d). Accordingly, the Group will not recognize or disclose information on deferred tax assets and liabilities related to Pillar 2 income taxes.
2.2 Format and content of the financial statementsThe Consolidated Financial Statements are presented in thousands of Euro (unless otherwise indicated), the main currency in which Group companies operate.
The principal statements and related classification criteria adopted by the Group (among the options available under IAS 1\u2014Presentation of financial statements) are as follows:
\u25cfthe consolidated statement of financial position, classifies assets and liabilities based on whether they are current/non-current; \u25cfthe consolidated statement of comprehensive income, classifies costs and revenues according to their nature and sets out the profit or loss for the year, together with other amounts that, in accordance with EU IFRS, are recognized directly in equity separately from those relating to operations with the Company\u2019s shareholders; \u25cfthe consolidated statement of cash flows, is prepared using the indirect method; \u25cfthe consolidated statement of changes in equity. The formats used are those considered to provide the best representation of the Group\u2019s results and financial position.
2.4 Accounting policies and measurement criteria The following paragraphs briefly describe the main key accounting policies and measurement criteria adopted in preparing the Consolidated Financial Statements.
2.4.1 Current and non-current assets and liabilities
The Group classifies an asset as current when:
\u25cfit expects to realize the asset, or intends to sell or consume it, in its normal operating cycle (12 months);
\u25cfit holds the asset primarily for the purpose of trading;
\u25cfit expects to realize the asset within twelve months after the reporting period or
\u25cfthe asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
The Group classifies a liability as current when:
\u25cfit expects to settle the liability in its normal operating cycle;
\u25cfit holds the liability primarily for the purpose of trading;
\u25cfthe liability is due to be settled within twelve months after the reporting period or
\u25cfit does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current.
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"value": "The consolidated financial statements as of and for the year ended 31 December 2023, presented in this Consolidated Financial Statements for comparative purposes, have been restated compared to the original data published for such period following the completion of the purchase price allocation described below which was provisionally accounted for in the financial statements as of and for the year ended 31 December 2023 (see Note 7.8 below for further details).",
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"value": "the consolidated statement of cash flows, is prepared using the indirect method;",
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"value": "2.3 Basis and principles of consolidation The Consolidated Financial Statements include the financial statements of the Company and its subsidiaries as approved by the respective boards of directors and prepared based on the accounting records of the individual companies, adjusted as necessary to align them with EU IFRS.
The following table provides details of the companies included in the scope of consolidation for the relevant periods.
| \u00a0 | Registered office | Share capital | % direct ownership | Owned by | % ownership at Group level | Consolidation method | As of 31 December |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 2024 | 2023 |
| PARENT COMPANY: | | | | | | | | |
| Lottomatica Group S.p.A. | Rome | \u20ac10,000,000 | - | - | - | - | X | X |
| SUBSIDIARIES: | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Lottomatica S.p.A. (15) | Rome | \u20ac32,350,625 | 100.0% | Lottomatica Group S.p.A. | 100.0% | Line-by-line | - | X |
| Gamenet S.p.A. | Rome | \u20ac8,500,000 | 100.0% | GGM S.p.A. | 96.5% | Line-by-line | X | X |
| Billions Italia S.r.l. | Rome | \u20ac200,000 | 100.0% | Gamenet S.p.A. | 96.5% | Line-by-line | X | X |
| Gnetwork S.r.l. | Rome | \u20ac66,667 | 75.0% | Gamenet S.p.A. | 72.4% | Line-by-line | X | X |
| GBO Italy S.p.A. | Rome | \u20ac860,000 | 100.0% | GBO S.p.A. | 100.0% | Line-by-line | X | X |
| Jolly Group S.r.l. (12) | Rome | \u20ac19,683 | 64.7% | Gamenet S.p.A. | 62.4% | Line-by-line | X | X |
| New Matic S.r.l. (12) | Rome | \u20ac100,000 | 100.0% | Jolly Group S.r.l. | 62.4% | Line-by-line | - | X |
| Agesoft S.r.l. | Rome | \u20ac100,000 | 60.0% | Gamenet S.p.A. | 57.9% | Line-by-line | X | X |
| Lottomatica Videolot Rete S.p.A. | Rome | \u20ac3,413,984 | 100.0% | GGM S.p.A. | 96.5% | Line-by-line | X | X |
| Big Easy S.r.l. (16) | Rome | \u20ac2,474,219 | 100.0% | Lottomatica Videolot Rete S.p.A. | 96.5% | Line-by-line | X | X |
| GGM S.p.A. | Rome | \u20ac27,238,695 | 96.5% | Lottomatica Group S.p.A. | 96.5% | Line-by-line | X | X |
| GBO S.p.A. | Rome | \u20ac300,000 | 100.0% | Lottomatica Group S.p.A. | 100.0% | Line-by-line | X | X |
| Gamenet PRO S.r.l. | Rome | \u20ac10,000 | 100.0% | GBO S.p.A. | 100.0% | Line-by-line | X | X |
| GNet Inc. (21) | Delaware (USA) | USD 264,854 | 100.0% | GBO S.p.A. | 100.0% | Line-by-line | X | X |
| The Box S.r.l. (1) | Rome | \u20ac5,277,680 | 100.0% | Big Easy S.r.l. | 96.5% | Line-by-line | - | X |
| Slottery S.r.l. (1) | Rome | \u20ac90,000 | 100.0% | Big Easy S.r.l. | 96.5% | Line-by-line | - | X |
| Lottomatica UK Ltd. (14) | London (UK) | \u00a3 1,000 | 100.0% | Lottomatica Group S.p.A. | 100.0% | Line-by-line | X | X |
| Giocaonline S.r.l. | Milan | \u20ac10,000 | 60.0% | GBO Italy S.p.A. | 60.0% | Line-by-line | X | X |
| Ares S.r.l. | Rome | \u20ac10,000 | 80.0% | Gamenet S.p.A. | 77.2% | Line-by-line | X | X |
| Marim S.r.l. | Rome | \u20ac583,640 | 85.7% | GGM S.p.A. | 82.7% | Line-by-line | X | X |
| Tecno-Mar S.r.l. | Moncalieri (TO) | \u20ac1,000 | 70.0% | Marim S.r.l. | 57.9% | Line-by-line | X | X |
| Lottomatica Digital Solutions S.r.l. | Rome | \u20ac10,000 | 100.0% | GBO Italy S.p.A. | 100.0% | Line-by-line | X | X |
| AB Games S.r.l. (18) | Rome | \u20ac10,000 | 100.0% | Big Easy S.r.l. | 96.5% | Line-by-line | - | X |
| Big Easy Bingo S.r.l. (formerly Battistini Andrea S.r.l.) (18) | Rome | \u20ac10,400 | 100.0% | Big Easy S.r.l. | 96.5% | Line-by-line | X | X |
| Betflag S.p.A | Rome | \u20ac1,500,000 | 100.0% | GBO S.p.A. | 100.0% | Line-by-line | X | X |
| Ricreativo B S.p.A. | Rome | \u20ac10,000,000 | 100.0% | GGM S.p.A. | 96.5% | Line-by-line | X | X |
| Bingo Service S.r.l. (18) | Rome | \u20ac110,000 | 100.0% | Big Easy S.r.l. | 96.5% | Line-by-line | - | X |
| Iris S.r.l. (18) | Rome | \u20ac103,000 | 100.0% | Big Easy S.r.l. | 96.5% | Line-by-line | - | X |
| Kristal Palace S.r.l. (2) (18) | Mazzano (BS) | \u20ac50,000 | 100.0% | Big Easy S.r.l. | 96.5% | Line-by-line | - | - |
| SKS365 Malta Holding Limited (3) | St. Julian's (MT) | \u20ac10,000 | 100.0% | GBO S.p.A. | 100.0% | Line-by-line | X | - |
| PWO Limited (3) (9) | St. Julian's (MT) | \u20ac10,000,000 | 100.0% | SKS365 Malta Holding Limited | 100.0% | Line-by-line | X | - |
| SKS Services doo (3) (13) | Belgrade (SRB) | RSD 1,185,000 | 100.0% | SKS365 Malta Holding Limited | 100.0% | Line-by-line | X | - |
| SKS365 SRB doo (3) (13) | Belgrade (SRB) | RSD 0 | 100.0% | PWO Limited | 100.0% | Line-by-line | X | - |
| Planet Entertainment S.r.l. (3) | Rome | \u20ac10,000 | 100.0% | PWO Limited | 100.0% | Line-by-line | X | - |
| Il Galletto Fortunato S.r.l. (4) (18) | Rome | \u20ac51,000 | 100.0% | Big Easy S.r.l. | 96.5% | Line-by-line | - | - |
| Totos\u00ec Servizi S.r.l. (5) | Rome | \u20ac100,000 | 100.0% | GBO S.p.A. | 100.0% | Line-by-line | X | - |
| Totos\u00ec S.r.l. (6) | Rome | \u20ac10,000 | 100.0% | GBO S.p.A. | 100.0% | Line-by-line | X | - |
| Dea Bendata S.r.l. (7) | Rome | \u20ac10,000 | 100.0% | Big Easy S.r.l. | 96.5% | Line-by-line | X | - |
| Rete Gioco Italia S.r.l. (10) | Rome | \u20ac3,759,060 | 60.0% | Lottomatica Videolot Rete S.p.A. | 57.9% | Line-by-line | X | - |
| Bakoo S.p.A. (11) | Rome | \u20ac120,000 | 100.0% | Marim S.r.l. | 82.7% | Line-by-line | X | - |
| Sea S.r.l. (17) | Rome | \u20ac50,000 | 96.5% | Big Easy S.r.l. | 100.0% | Line-by-line | X | - |
| IMA S.r.l. (19) | Rome | \u20ac101,000 | 82.7% | Marim S.r.l. | 100.0% | Line-by-line | X | X |
| ASSOCIATES: | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Thinkabout S.r.l. (8) | Milan | \u20ac85,783 | 24.0% | Gamenet S.p.A. | 24.0% | Equity | - | X |
| iPRO Inc. (20) | Nevada (USA) | USD 8,000,000 | 19.7% | Gamenet PRO S.r.l. | 19.7% | Equity | - | X |
1.Companies merged into Big Easy S.r.l. on 27 May 2024.
2.On 31 January 2024, Big Easy S.r.l. finalized the acquisition of the entire share capital of Kristal Palace S.r.l., a company operating in the management of Bingo halls as well AWP and VLT devices within them.
3.On 24 April 2024, GBO S.p.A. finalized the acquisition of 100% of the share capital of SKS365 Malta Holding Limited and its subsidiaries.
4.On 6 June 2024, Big Easy S.r.l. finalized the acquisition of the entire share capital of Il Galletto Fortunato S.r.l., company operating in the management of Bingo halls as well as AWP and VLT devices within them.
5.Company incorporated on 28 May 2024.
6.On 31 May 2024, GBO S.p.A. finalized the acquisition of the entire share capital of Macao Phygital S.r.l. a company operating in the online betting activities. On 28 October 2024 Macao Phygital S.r.l has been renamed Totos\u00ec S.r.l..
7.On 15 May 2024, Big Easy S.r.l. finalized the acquisition of the entire share capital of Dea Bendata S.r.l., a company operating in the Gaming Franchise sector.
8.The company entered into liquidation in February 2023.The final liquidation financial statements as of 27 December 2023 were approved on 13 February 2024.
9.SKS365 Malta Limited has been renamed PWO limited.
10.On 23 July 2024, Lottomatica Videolot Rete S.p.A. finalized the acquisition of 60% of the share capital of Rete Gioco Italia S.r.l., a company operating in the management of halls as well as AWP and VLT devices within them.
11.On 24 July 2024, Marim S.r.l. finalized the acquisition of the entire share capital of Bakoo S.p.A., a company operating in the development and implementation of gaming software and hardware in the AWP, VLT and online markets.
12.On 5 August 2024, New Matic S.r.l. was merged into Jolly Group S.r.l..
13.The liquidation procedure has been completed.
14.The company entered into liquidation on 26 November 2024.
15.On 24 October 2024, Lottomatica S.p.A. was merged into Lottomatica Group S.p.A..
16.On 20 December 2024, Lottomatica Videolot Rete S.p.A. finalized the acquisition of the entire share capital of Big Easy S.r.l..
17.On 15 October 2024, Big Easy S.r.l. finalized the acquisition of the entire share capital of Sea S.r.l., company operating in the management of Bingo halls as well as AWP and VLT devices within them.
18.Companies merged into Battistini Andrea S.r.l. on 22 November 2024. The company has been renamed Big Easy Bingo S.r.l..
19.On 17 December 2024, Marim S.r.l. finalized the acquisition of the entire share capital of IMA S.r.l., which from December 2024 will be consolidated using the full method as a controlled company.
20.On 19 December 2024, Gamenet PRO S.r.l. has completed the sale of its 19.7% ownership in iPRO Inc..
21.The company entered into liquidation in December 2024.
The following describes other changes in the scope of consolidation that occurred during 2024, relating to extraordinary transactions involving consolidated companies and/or to increases in shares in companies already owned.
Billions Italia S.r.l.
On 23 January 2024, Gamenet S.p.A. signed a contract for the acquisition of the remaining 30% of the share capital of Billions Italia S.r.l., thereafter owning 100% of the share capital.
New Matic S.r.l.
On 13 May 2024, Gamenet S.p.A., which owned 51% of the share capital of New Matic S.r.l., purchased the remaining 49% shareholding, thereafter owning 100% of the share capital. Subsequently, on 22 May 2024, Gamenet S.p.A. sold its entire shareholding in the company New Matic S.r.l. to Jolly Group S.r.l. and on 5 August 2024 the merger between New Matic S.r.l. and Jolly Group S.r.l. took place, with accounting and tax effects backdated to 1 January 2024.
IMA S.r.l.
On 17 December 2024, Marim S.r.l. finalized the agreement for the acquisition of 51% of the share capital of IMA S.r.l.. Following this transaction, Marim S.r.l. controls 100% of the share capital of IMA S.r.l..
Reorganization of the Group
On 24 October 2024, the deed of merger of Lottomatica S.p.A. into Lottomatica Group S.p.A. was signed. The merger had legal effects from 1 November 2024, with accounting and tax effects backdated to 1 January 2024.
As part of a project to rationalize and simplify the organizational structure and corporate structure of the Group, on 1 June 2024, the merger by incorporation of Slottery S.r.l. and The Box S.r.l. into Big Easy S.r.l. took place with accounting and tax effects backdated to 1 January 2024.
Finally, for the purposes of harmonizing the corporate structure with the operational structure of the Group's \"Bingo\" business line, on 22 November 2024, the merger by incorporation of Iris S.r.l., Bingo Service S.r.l., Kristal Palace S.r.l., Il Galletto Fortunato S.r.l. and AB Games S.r.l. into Battistini Andrea S.r.l. took place with accounting and tax effects backdated to 1 January 2024. The company was renamed Big Easy Bingo S.r.l..
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"value": "2.3.1 Subsidiaries
An investor controls an investee when: (i) it is exposed, or has rights, to variable returns from its involvement with the investee and ii) it has the ability to affect those returns through its control over the investee. The existence of control is verified each time that facts or circumstances indicate a change in one of the aforementioned control criteria. Subsidiaries are consolidated using the line-by-line method, from the date that control is obtained until the date that such control ceases when it is transferred to
third parties. The financial statements of all the subsidiaries have the same reporting date as the Company. The principles adopted for line-by-line consolidation are as follows:\u25cfthe assets, liabilities, revenues and expenses of the subsidiaries are consolidated on a line-by-line basis, attributing to the non-controlling interests, where applicable, their share of equity and profit or loss for the year which are shown separately in equity and in the consolidated statement of comprehensive income;
\u25cfgains and losses including any tax effects resulting from transactions between fully consolidated Group companies, which have not been realized with third parties at the end of the reporting period, are eliminated, other than losses that result from transactions involving a reduction in value of the asset transferred. Receivables and payables, costs and revenues and finance income and expenses between companies included in the scope of consolidation are also eliminated;
\u25cfif the Group increases its shareholding in a subsidiary subsequent to assuming control, any difference between the acquisition cost and the corresponding share of equity acquired is recognized in equity attributable to owners of the parent. In the same way, if the Group reduces its shareholding in a subsidiary without a loss of control of the subsidiary, the effects are recognized in equity. If, on the other hand, as a result of the sale of shares in a subsidiary the Group loses control, the following are recognized in profit or loss:
1.any gains/losses, calculated as the difference between the consideration received and the corresponding share of net equity sold;
2.the effects of remeasuring any remaining investment to its fair value;
3.all amounts previously recognized in other comprehensive income in relation to the subsidiary over which control was lost. If, however, it is not foreseen that such amounts would be subsequently reclassified to the income statement, they are reclassified to \u201cRetained earnings\u201d.
The new book value of any remaining investment is the fair value at the date of loss of control and this becomes the reference value for future measurement of the investment in accordance with relevant accounting standards",
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"value": "2.3.2 Business combinations
Business combinations in which control is acquired are recorded in accordance with IFRS 3 \u2013 Business Combinations (\u201cIFRS 3\u201d), applying the acquisition method of accounting. Identifiable assets acquired, liabilities and contingent liabilities assumed are recognized at their fair value at the acquisition date (the \u201cAcquisition Date\u201d), except for deferred tax assets and liabilities, assets and liabilities relating to employee benefits and assets held for sale, which are recognized on the basis of the relevant accounting principles. If positive, the difference between the acquisition cost and the fair value of the assets and liabilities acquired is recognized as goodwill, if negative, after reviewing the fair value measurements of the assets and liabilities acquired, the difference is recognized directly in the consolidated statement of comprehensive income as a gain. In the event that the values of the acquired assets and liabilities are initially determined on a provisional basis, they must be confirmed within a maximum period of twelve months from the acquisition date, based solely on information relating to facts and circumstances existing at the Acquisition Date. In the period when such values are finally determined, the provisional values are adjusted retrospectively. Transaction costs are recorded in the consolidated statement of comprehensive income when incurred.
In addition to the fair value at the Acquisition Date of the assets transferred, the liabilities assumed and any capital instruments issued for the purposes of the acquisition, the acquisition cost also includes contingent consideration, or that share of the cost, the amount and timing of which are contingent on
future events. Contingent consideration is measured at fair value at the Acquisition Date; subsequent changes in fair value are recognized in the consolidated statement of comprehensive income if the contingent consideration is a financial asset or liability while, if the contingent consideration is classified as equity, the original amount is not remeasured and is recorded directly in equity when settled. If the business combination is achieved in stages, the acquisition cost is determined by adding the fair value of the previously held equity interest and the consideration for the additional investment. Any difference between the fair value of the previously held equity interest and its acquisition-date fair value is recognized in the consolidated statement of comprehensive income. On assuming control, any amounts previously recognized in other components of comprehensive income are reclassified to the income statement or recognized under another heading in equity in the event they are not reclassified to the income statement.
***
Business combinations in which all the combining entities or businesses are ultimately controlled by the same party or parties, both before and after the transaction, are known as business combinations under common control. Such combinations are not governed by IFRS 3 nor by any other IFRS. In the absence of an applicable accounting standard, an accounting policy meeting the requirements of IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, regarding the provision of relevant and reliable information must be applied. Moreover, the accounting policy chosen to represent combinations under common control must reflect the economic substance of the arrangement independently of its legal form. Economic substance, therefore, is the key driver in choosing the most appropriate method to account for such combinations. Economic substance must be considered in terms of the generation of added value and significant variations in cash flows relating to the net assets transferred. It is also important to consider existing interpretations and guidance and reference is made to the Preliminary Guidance on IFRS of the Association of Italian Auditors in relation to how to account for business combinations of entities under common control in separate and consolidated financial statements. The net assets transferred must, therefore, be recognized at the same values as their carrying amounts in the financial statements of the acquired companies or, if available, at the values reported in the consolidated financial statements of the common controlling company. In this regard, in such cases, the Company has chosen to refer to carrying amounts in the financial statements of the acquired companies",
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"value": "2.3.3 Associates
Associates are those companies over which the Group exercises significant influence, which is presumed to exist when the Group holds between 20% and 50% of the voting rights. Associates are accounted for using the equity method and are initially recorded at cost. The equity method is described as follows:
\u25cfthe carrying amount of such investments is aligned to the adjusted equity, where necessary, to reflect the application of IFRS and includes recognition of the higher values attributed to the assets and liabilities and goodwill, if any, identified at the date of acquisition, following a process similar to that previously described for business combinations;
\u25cfthe Group\u2019s share of the investee\u2019s profit or loss is recorded starting from the date that significant influence commences until the date that influence ceases. If, as a result of losses, the investee shows negative equity, the carrying amount of the investment is reduced to zero, any additional losses are provided for and a liability is recognized only to the extent that the Group has legal or constructive obligations or is otherwise required to settle the losses. Changes unrelated to profit or
loss in the equity of investees accounted for using the equity method are recognized directly in the consolidated statement of comprehensive income;
\u25cfunrealized gains and losses, generated on transactions between the Company/its subsidiaries and the investee accounted for using the equity method are eliminated to the extent of the Group\u2019s investment in the investee, except for losses, in the case in which they represent impairment of the underlying asset, and dividends, which are eliminated in full.
When indicators of impairment exist, recoverability is considered by comparing the book value of investments with their related recoverable value calculated in accordance with the criteria indicated in \u201cImpairment of goodwill and property, plant and equipment, intangible and investment property assets\u201d. If the reasons for the impairment cease to exist, the value of the investments is reinstated up to the amount that would have been recognized had no impairment occurred, with the effect being recorded in the income statement.
The partial disposal of investments that result in loss of control or loss of significant influence over the investee are reflected in the consolidated statement of comprehensive income with:
\u25cfany gains/losses, calculated as the difference between the consideration received and the corresponding share of net equity sold;
\u25cfthe effect of realigning the remaining investment to its fair value;
\u25cfall amounts previously recognized in other comprehensive income in relation to the investment to be reclassified to the income statement.
The fair value of any remaining investment, as of the date of loss of control or loss of significant influence, becomes the new book value and therefore the reference for subsequent measurement in accordance with applicable criteria.
If an investment, or share of investment, accounted for using the equity method is classified as available for sale, such investment or share of investment is no longer measured using the equity method",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentInAssociates",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page160-cflshid_69041-tag69556": {
"value": "2.3.4 Treatment of put options on the non-controlling interests
The Group has issued put options to minorities that give such minorities the right to sell their shares to the Group at a future date. The treatment of put options granted to minorities is not fully governed by EU IFRS. In particular, while the issuance of a put option to minorities gives rise to a liability, the corresponding entry is not defined. In this regard, in accordance with Paragraph 23 of IAS 32 - Financial Instruments: Presentation, a contract that contains an obligation for an entity to purchase its own equity instruments for cash or another financial asset gives rise to a financial liability. Such financial liability is recognized initially at the present value of the redemption amount and, in accordance with IFRS 9 \u2013 Financial Instruments (\u201cIFRS 9\u201d), subsequent adjustments to the financial liability are recognized in the statement of comprehensive income. In order to determine the corresponding entry to reflect the aforementioned financial liability, it is first necessary to consider whether, as part of the conditions regarding exercise of the puttable financial instrument, the risks and benefits deriving from ownership of the non-controlling interest are transferred to the controlling company or remain with the owners of the non-controlling interest, as this will determine whether the non-controlling interests subject to the put option are required to be reported. If the risks and benefits are not transferred to the controlling company by the puttable option, the non-controlling interests subject to the put option require reporting: if, on the other hand, such risks and benefits are transferred, the non-controlling interests need not be recognized in the consolidated financial statements.Given the above:\u25cfif the non-controlling interests do not need to be recognized in the financial statements as the related risks and benefits have transferred to the controlling company, the liability relating to the put option will be reflected:
a)against goodwill, if the put option was granted to the seller in the context of a business combination, or
b)against equity attributable to the minorities, in the case in which the contract was entered into outside such context; on the other hand.
\u25cfif the risks and benefits have not transferred, the corresponding entry will be to equity attributable to the owners of the parent",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForTransactionsWithNoncontrollingInterestsExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page161-cflshid_69573-tag69475": {
"value": "2.4.2 Property, plant and equipment
Property, plant and equipment is recorded at acquisition or production cost (inclusive of any non-deductible VAT, which is recognized as a cost) net of accumulated depreciation and impairment. Acquisition or production cost includes costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating as well as any expected costs of dismantling and removing the asset and restoring it to its original condition if a contractual obligation exists. Finance
expenses directly attributable to the acquisition, construction or production of property, plant and equipment requiring more than one year to construct or produce are capitalized and depreciated over the estimated useful lives of the assets to which they relate.Expenses incurred for ordinary and/or cyclical maintenance and repairs are charged directly to the consolidated statement of comprehensive income in the year incurred. The capitalization of costs inherent to the expansion, modernization or improvement of facilities owned or used by third parties is recorded solely to the extent that they meet the conditions for being classified separately as an asset or part of an asset. Improvements to leased assets are depreciated over the duration of the relevant lease contract or over the specific estimated useful life of the asset, if less.
Depreciation is calculated on a straight-line basis over the estimated useful life of the individual assets. When an asset being depreciated is composed of separately identifiable elements with useful lives that differ significantly from the other elements that comprise the asset, depreciation is calculated separately for each element, in accordance with the component approach method.
The estimated useful life by class of property, plant and equipment is as follows:
| \u00a0 | Estimated useful life |
| Gaming hardware | 2-8 years |
| Furniture | 2-8 years |
| Leasehold improvement | Lower of estimated useful life of the asset and duration of the relevant lease contract |
| Other assets | 4-8 years |
The estimated useful life of property, plant and equipment is reviewed and adjusted as required.
Property, plant and equipment is derecognized when it is sold or otherwise disposed of or when the expected future economic benefits no longer exist. Any gains or losses (calculated as the differencebetween the net sale proceeds and the net book value of the asset sold) are recognized in the consolidated statement of comprehensive income at the time the asset is derecognized",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page162-cflshid_69881-tag69476": {
"value": "Expenses incurred for ordinary and/or cyclical maintenance and repairs are charged directly to the consolidated statement of comprehensive income in the year incurred",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForRepairsAndMaintenanceExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page162-cflshid_69851-tag69477": {
"value": "Depreciation is calculated on a straight-line basis over the estimated useful life of the individual assets. When an asset being depreciated is composed of separately identifiable elements with useful lives that differ significantly from the other elements that comprise the asset, depreciation is calculated separately for each element, in accordance with the component approach method.
The estimated useful life by class of property, plant and equipment is as follows:
| \u00a0 | Estimated useful life |
| Gaming hardware | 2-8 years |
| Furniture | 2-8 years |
| Leasehold improvement | Lower of estimated useful life of the asset and duration of the relevant lease contract |
| Other assets | 4-8 years |
The estimated useful life of property, plant and equipment is reviewed and adjusted as required.
Amortization starts when the asset is available for use and is charged systematically over the residual estimated useful life; for details regarding amounts to be amortized and the recoverability of the recognized values of such assets, see the disclosures relating to \u201cProperty, plant and equipment\u201d and \u201cImpairment of goodwill and property, plant and equipment, intangible and investment property assets\u201d respectively. The estimated useful life for the various classes of intangible assets is as follows:
| \u00a0 | Estimated useful life |
| Concessions | Duration of concession |
| Trademarks | 10 - 30 years |
| Software | 3-10 years or on a straight-line basis |
| Network relationship | 4-10 years |
| Other intangible assets | 2-5 years |
2.4.3 Intangible assets
Intangible assets include identifiable assets without physical substance that are controlled by the Group and expected to produce future economic benefits, as well as goodwill arising on business combinations. The requirement that such assets be identifiable is normally satisfied when an intangible asset is:
\u25cfbased on a legal or contractual right or
\u25cfseparable, in the sense that it may be separately sold, transferred, leased or exchanged.
Control over an intangible asset consists of the right to make use of the future economic benefits deriving from the asset and the ability to limit such access to others.
Intangible assets are initially recognized at acquisition or production cost (inclusive of any non-deductible VAT, which is recognized as a cost), including costs directly attributable to making the asset ready for use. All other subsequent costs are charged directly to profit or loss in the year incurredResearch costs are recognized in the income statement as they are incurred. The most significant intangible assets held by the Group are as follows:A)Goodwill
Goodwill is recognized as an intangible asset with an indefinite useful life. It is initially measured at cost, as previously described, and subsequently tested for impairment at least annually to identify if goodwill is impaired (see the following paragraph \u201cImpairment of goodwill and property, plant and equipment, intangible and investment property assets\u201d). Impairment losses recognized for goodwill may not be reversed in subsequent periods.
B)Intangible assets with a finite useful life
Intangible assets with a finite useful life are recognized at cost, net of accumulated amortization and impairment losses, if any. Amortization starts when the asset is available for use and is charged systematically over the residual estimated useful life; for details regarding amounts to be amortized and the recoverability of the recognized values of such assets, see the disclosures relating to \u201cProperty, plant and equipment\u201d and \u201cImpairment of goodwill and property, plant and equipment, intangible and investment property assets\u201d respectively.
The estimated useful life for the various classes of intangible assets is as follows:
| \u00a0 | Estimated useful life |
| Concessions | Duration of concession |
| Trademarks | 10 - 30 years |
| Software | 3-10 years or on a straight-line basis |
| Network relationship | 4-10 years |
| Other intangible assets | 2-5 years |
A)Goodwill
Goodwill is recognized as an intangible asset with an indefinite useful life. It is initially measured at cost, as previously described, and subsequently tested for impairment at least annually to identify if goodwill is impaired (see the following paragraph \u201cImpairment of goodwill and property, plant and equipment, intangible and investment property assets\u201d). Impairment losses recognized for goodwill may not be reversed in subsequent periods.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForGoodwillExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page163-cflshid_70233-tag69479": {
"value": "B)Intangible assets with a finite useful life
Intangible assets with a finite useful life are recognized at cost, net of accumulated amortization and impairment losses, if any. Amortization starts when the asset is available for use and is charged systematically over the residual estimated useful life; for details regarding amounts to be amortized and the recoverability of the recognized values of such assets, see the disclosures relating to \u201cProperty, plant and equipment\u201d and \u201cImpairment of goodwill and property, plant and equipment, intangible and investment property assets\u201d respectively.
The estimated useful life for the various classes of intangible assets is as follows:
| \u00a0 | Estimated useful life |
| Concessions | Duration of concession |
| Trademarks | 10 - 30 years |
| Software | 3-10 years or on a straight-line basis |
| Network relationship | 4-10 years |
| Other intangible assets | 2-5 years |
2.4.4 Investment property
Properties held to earn rentals or for capital appreciation are recognized under \u201cInvestment property\u201d; as with property, plant and equipment, such properties are stated at acquisition or production cost including any ancillary costs, net of accumulated depreciation and impairment.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentPropertyExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page163-cflshid_70233-tag69481": {
"value": "2.4.5 Impairment of goodwill and property, plant and equipment, intangible and investment property assets
A)Goodwill
As noted above, goodwill is tested for impairment annually or more frequently, whenever events or changes in circumstances indicate that goodwill may be impaired, in accordance with IAS 36
(Impairment of Assets). Impairment tests are normally performed at each year end and therefore the reference date for such tests is the reporting date.Impairment tests are carried out for each cash-generating unit (\u2018\u2018CGU\u2019\u2019) or group of CGUs to which goodwill has been allocated (if events or changes in circumstances indicate that goodwill may be impaired, impairment tests are performed even in the event that the process of allocating goodwill to the CGUs has not yet been completed). An impairment loss on goodwill is recognized when the CGU\u2019s carrying amount exceeds its recoverable amount. The recoverable amount of a CGU is the higher of its fair value less costs of disposal and its value in use, being the present value of estimated future cash flows; in calculating the value in use, the estimated future cash flows are discounted to present value using a net of tax discount rate, which reflects current market assessments of the time value of money and the risks specific to the asset. If the impairment loss is higher than the carrying amount of goodwill allocated to the CGU, the excess is applied to the other assets of the CGU in proportion to their carrying amount. The carrying amount of an asset should not be reduced below the highest of:
\u25cfthe fair value of the assets less costs of disposal;
\u25cfthe value in use;
\u25cfzero.
Impairment losses recognized for goodwill may not be reversed in subsequent periods even if the conditions that gave rise to such impairment loss cease to exist.
B)Property, plant and equipment, intangible and investment property assets with a finite useful life
At each balance sheet date, the Group assesses whether there are any indications of impairment of property, plant and equipment, intangible and/or investment property assets with a finite useful life. Both internal and external sources of information are used for this purpose. Internal sources include obsolescence or physical damage, significant changes in the use of the asset and the economic performance of the asset compared to estimated performance. External sources include the market value of the asset, changes in technology, markets or laws, trends in market interest rates and the cost of capital used to evaluate investments.
When indicators of impairment exist, the recoverable amount is estimated and the carrying amount of the asset reduced accordingly, with the impairment loss being charged to the consolidated statement of comprehensive income. The recoverable amount of an asset is the higher of its fair value less costs of disposal and its value in use. In calculating the value in use, the estimated future cash flows are discounted to present value using a net of tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For assets that do not generate cash inflows that are largely independent of those from other assets or groups of assets, the Group estimates the recoverable amount of the CGU to which the asset belongs.
If the carrying amount of an asset or the CGU to which it belongs exceeds the recoverable amount, an impairment loss is recognized in the consolidated statement of comprehensive income. Such impairment losses are allocated first to reduce the carrying amount of any goodwill allocated to the CGU or group of CGUs and then to other assets of the unit pro rata on the basis of their carrying amounts, while respecting their relative recoverable amounts. If the conditions that gave rise to an impairment loss no longer exist, the asset is revalued to the revised estimate of its recoverable amount, up to the value that would have been recorded, net of amortization, had no impairment loss been recognized, with the increase being recognized in the consolidated income statement.
Trade receivables are tested for impairment in accordance with the requirements of IFRS 9. For measurement purposes, trade receivables are categorized by due date. Performing receivables are measured collectively, grouping individual exposures based on similar credit risk. The measurement process involves reviewing losses suffered on assets with similar credit risk based on past experience and considers expected losses. Provisions are made against individually significant receivables for which an objective risk of partial or total non-collection is identified.
The Group applies the simplified approach set out in IFRS 9 to estimate the recoverability of its trade receivables.
The adjustment of estimates takes into account the risk of non-collection of receivables by applying different expected loss allowances to groups of receivables, each characterized by similar risk profiles and ageing or status of actions taken to recover doubtful receivables.
2.4.20.3 Impairment of assets
Goodwill
The Group's activities are divided into three operating segments: Online, Sports Franchise and Gaming Franchise. In accordance with the accounting standards used and the impairment procedure, the Group tests annually to determine whether goodwill has become impaired. The recoverable value is determined based on a calculation of value in use. This calculation requires the use of estimates. For more details on the Goodwill impairment test, please see Note 9.2 \u2013 \u201cGoodwill\u201d.
Property, plant and equipment and intangible assets with definite useful life
In accordance with the accounting standards applied by the Group and the impairment procedure, property, plant and equipment and intangible assets with definite useful life are subject to verification to ascertain whether impairment exists, which is recognized through a write-down, when there are indications that suggest difficulties in recovering the relative net carrying value through use. Verification of whether these indicators exist requires the Directors to make subjective assessments based on information available within the Group and on the market, as well as on historical experience. Additionally, when impairment is identified, the Group determines the amount using the appropriate measurement techniques. Proper identification of potential impairment indicators, as well as the estimation of their amount, depends on factors which may vary over time, influencing measurements and estimates made by the DirectorsIn accordance with IAS 36, goodwill is not amortized and is tested for impairment annually, or more frequently if facts or circumstances indicate that the asset may be impaired. Impairment testing is performed by comparing the carrying amount and the recoverable amount of the CGU (for a description of the methodology followed for the impairment test, please refer to Note 2.4.5 (a) - Accounting policies and measurement criteria). The recoverable amount of the CGU is the higher of its fair value less costs to sell and its value in use. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page165-cflshid_71114-tag69482": {
"value": "2.4.6 Financial assetsOn initial recognition, financial assets are classified in one of the three categories described below based on:
\u25cfthe entity\u2019s business model for managing the financial assets and
\u25cfthe contractual cash flow characteristics of the financial asset.
Financial assets are derecognized when, and only when, disposal involves the substantial transfer of all the risks and rewards of ownership of the financial asset. If, on the other hand, the company retains substantially all the risks and rewards of ownership of the financial asset, it must continue to recognize the financial asset, even if legal ownership has effectively been transferred.
A)Financial assets measured at amortized cost
Financial assets are measured at amortized cost if both of the following conditions are met:
\u25cfthe financial asset is held within a \u201cHold to collect\u201d business model, the objective of which is to hold financial assets in order to collect contractual cash and
\u25cfthe contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding (i.e., that pass the SPPI test).
At initial recognition, such assets are measured at fair value including directly attributable transaction costs or income. Subsequent to initial recognition, such financial assets are measured at amortized cost, calculated using the effective interest method. The amortized cost method is not used for those assets (measured at historical cost) whose short-term nature means there is no requirement to discount to present value, available assets and revocable credit lines.
Financial assets measured at amortized cost, other than trade receivables, are considered to have a low credit risk if the counterparty has at least an investment grade rating or if it is considered that it is able to respect its financial obligations. For such assets, any loss allowance recognized is limited to that relating to 12 month expected credit losses.
B)Financial assets measured at fair value through other comprehensive income
Financial assets are measured at fair value through other comprehensive income if both of the following conditions are met:
\u25cfthe financial asset is held within a \u201cHold to collect and sell\u201d business model, the objective of which is achieved by both collecting contractual cash flows and selling financial assets and
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding (i.e., that pass the SPPI test).This category also includes equity instruments (other than investments in subsidiaries, associates or joint ventures) not held for sale, for which the option has been exercised to designate the asset at fair value through other comprehensive income.
At initial recognition, such assets are measured at fair value including directly attributable transaction costs or income. Subsequent to initial recognition, equity interests (other than investments in subsidiaries, associates or joint ventures) are measured at fair value, with the offsetting amounts
recognized in equity (Statement of comprehensive income) and not subsequently reclassified to profit or loss, even in the event of sale. Related dividends represent the only relevant component recognized in the income statement.For securities included in this category not quoted in an active market, cost is used as an estimate for fair value under certain limited circumstances, such as when recent information to measure fair value is insufficient or there exists a broad range of possible measures of fair value and cost is considered to be the best estimate of these.
C) Financial assets measured at fair value through profit or loss
This category includes all financial assets other than those measured at amortized cost or at fair value through other comprehensive income. It includes financial assets available for sale and derivatives not classified as cash flow hedges (which are recognized as assets if the fair value is positive and liabilities if fair value is negative). At initial recognition, financial assets measured at fair value through profit or loss are measured at fair value, excluding transaction costs or income that are directly attributable to the instrument in question. Subsequently, they are measured at fair value with related gains and losses being recognized in the income statement",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page166-cflshid_71530-tag69483": {
"value": "2.4.7 Trade receivables
In accordance with IFRS 15 \u2013 Revenue from Contracts with Customers, trade receivables for the provision of services are recognized based on the terms of the relevant customer contract and classified according to the nature of the counterparty and/or the due date of the receivable (such definition includes invoices still to be issued for services already provided).
As trade receivables are typically short-term in nature and do not involve payment of interest, amortized cost is not calculated and they are accounted for at the nominal value stated on the invoice or in the customer contract: such arrangement is followed even for those receivables due after more than 12 months, so long as the effect is not significant. This is due to the fact that the value of short-term receivables is very similar whether the historical cost method or amortized cost method is adopted and the impact of discounting is insignificant.
In accordance with IFRS 9, trade receivables are recognized net of provisions, calculated on the basis of a risk model of non-fulfilment of obligations by counterparts, in turn based on available information regarding the counterparty\u2019s solvency and historical data, in such a way as to represent the fair value of the receivables, or expected realizable value of both already impaired receivables and those that may become impaired in the future. Provisions are made against individually significant receivables for which an objective risk of partial or total non-collection is identified",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page167-cflshid_71985-tag69484": {
"value": "2.4.8 InventoriesInventories are valued at lower of cost and estimated realizable value.
Obsolete stock and slow turnover inventory are written down in relation to their possibility of use or realization through the establishment of a specific provision, recognized as a direct decrease in the corresponding asset item.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForMeasuringInventories",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page167-cflshid_71985-tag69485": {
"value": "2.4.9 Cash and cash equivalents
Cash and cash equivalents include cash and available bank deposits as well as short-term, highly liquid investments that are readily convertible to known amounts of cash and subject to an insignificant risk of change in value and have original maturity, or remaining maturity at the date of purchase, not exceeding 3 months. Cash and cash equivalents are recognized at fair value with related changes recorded in the consolidated income statement. The item includes cash in the hopper of machines managed by Group companies involved in \u201cRetail & Street Operation\u201d product division.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page167-cflshid_71985-tag69486": {
"value": "2.4.10 Employee severance indemnity
The employee severance indemnity due to employees in accordance with Article 2120 of the Italian Civil Code (\u201cTFR\u201d) is considered a defined benefit plan. Under such plans, the amount of the benefit is only quantifiable following termination of the employment relationship and is dependent upon factors such as age, length of service and level of remuneration; for this reason, the costs charged to the income statement for a given year are determined by actuarial calculation. The liability recognized for defined benefit plans corresponds to the present value of the obligation at the reporting date. The obligations under defined benefit plans are determined each year by an independent actuary, using the projected unit credit method. The present value of defined benefit plans is determined by discounting future cash flows at an interest rate equal to high-quality corporate bonds issued in Euro which reflect the period of the relevant defined benefit plan. The actuarial gains and losses deriving from adjustments in the total liability and the effect of changes in the actuarial assumptions are recognized in the statement of comprehensive income.
With effect from 1 January 2007, the 2007 Finance Law and related decrees implementing the law introduced significant changes to the TFR regulations, including the option for each employee to choose the destination of the accruing indemnity. Specifically, employees may now allocate new TFR flows to alternative external pension plans or elect for them to be retained by the employer. If an external pension plan is chosen, the company is only obliged to make defined contributions to such plan and, accordingly, from the aforementioned date, the related new TFR flows are deemed to be payments to a defined contribution plan not subject to actuarial valuation",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForTerminationBenefits",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page167-cflshid_71985-tag69487": {
"value": "2.4.11 Provisions for risks and charges
Provisions for risks and charges are recorded to cover costs and liabilities whose existence is certain or probable but which at the end of the reporting period are uncertain as to amount or as to the date on which they will arise.there is a current (legal or constructive) obligation for a future outflow of resources deriving from a past event; \u25cfit is likely that the outflow of resources required to satisfy the obligation is significant;
\u25cfthe amount of the obligation can be estimated reliably.
Provisions are based on best estimates at the reporting date of the present value of the expenditure required to extinguish the obligation or transfer it to third parties. If the time value of money is material and the payment date of the obligations can be reasonably estimated, provisions are calculated as the present value of the expected cash flows, taking into account the risks associated with the obligation. Increases in the amount of the provision due to changes in the time value of money are recognized as \u201cFinance expenses\u201d in the income statement. Provisions are adjusted periodically to reflect changes in estimated costs, timing and discount rates. Changes to estimates are recognized in the income statement in the same account as the original provision.
Provision for taxes due on the transfer of non-distributed profits of subsidiaries is made only when there exists a real intention to transfer such profits.2.4.20.2 Provisions for risks and chargesProvisions representing the risk of a negative result are recorded for legal and tax risks. The value of the provisions recognized in the financial statements represents the best estimate as of that date made by the management. This estimate involves making assumptions which depend on factors which may change over time and, therefore, could have significant effects with respect to the current estimates made by the management in preparing the Consolidated Financial Statements.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForProvisionsExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page168-cflshid_72439-tag69488": {
"value": "2.4.12 Financial liabilities, trade payables and other payables
Financial liabilities (other than derivative financial instruments), trade payables and other payables are initially recognized at fair value, net of directly attributable transaction costs, and subsequently measured at amortized cost, with any differences being recognized over the life of the liability as required by the effective interest method. If there is a change in the estimate of expected cash flows, the liabilities are remeasured to recognize the present value of the new expected cash flows calculated using the effective interest rate as initially determined.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page168-cflshid_72439-tag69489": {
"value": "2.4.13 Derecognition of financial assets and liabilities
A financial asset (or part of a financial asset or part of a group of similar financial assets) is derecognized when:
\u25cfrights to the cash flows from the asset have expired;
\u25cfthe Group has retained the rights to the cash flows from the asset, but has assumed an obligation to pay the cash flows from the asset to third parties, wholly and without delay;
\u25cfthe Group has transferred its rights to receive the cash flows from the asset and has: (a) transferred substantially all risks and rewards of ownership of the financial asset; or (b) has neither transferred substantially all risks and rewards nor retained substantially all risks and rewards but has transferred control of the asset.
A financial liability is derecognized when the obligation underlying the liability is extinguished, annulled or fulfilled",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDerecognitionOfFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page168-cflshid_72439-tag69490": {
"value": "2.4.14 Derivative financial instruments
Derivative financial instruments are accounted for in accordance with IFRS 9. At the inception of the contract, derivative instruments are initially recognized as financial assets at fair value through profit or loss when the fair value is positive, or financial liabilities at fair value through profit or loss when the fair
value is negative. If the financial instruments are not designated as hedging instruments, any changes in fair value after initial recognition are treated as components of profit or loss for the year. If the derivative instruments meet the requirements to qualify as hedging instruments, subsequent changes in fair value are recognized according to the specific criteria described belowA derivative financial instrument is classified as a hedge if the relationship between the hedging instrument and the hedged item is formally documented, including the risk management objectives, the hedging strategy and the methods that will be used to verify perspective and retrospective effectiveness. The effectiveness of each hedge is assessed both at the inception of the contract and during its life, specifically at each year-end and interim reporting date. A hedge is considered to be highly effective if at the start of the hedge and during subsequent periods, changes in the fair value (in the case of a fair value hedge) or expected future cash flows (in the case of a cash flow hedge) of the hedged item are substantially offset by changes in the fair value of the hedging instrument. IFRS 9 provides for the following three types of hedging relationship:
I.fair value hedge: when the hedge relates to exposure to changes in the fair value of a recognized asset or liability, changes in the fair value of the hedging instrument as well as changes in the fair value of the hedged item are recognized in profit or loss;
II.cash flow hedge: in the case of hedges intended to neutralize exposure to variability in cash flows attributable to future execution of commitments in place as of the reporting date, changes in the fair value of the hedging instrument relating to the portion determined to be an effective hedge are recognized in other comprehensive income, and therefore in an equity reserve. When the economic effects of the hedged item crystallize, the amounts recognized in other comprehensive income are then reclassified to profit or loss. Changes in the fair value of the hedging instrument relating to the portion not determined to be an effective hedge are recognized immediately in profit or loss;
III.hedge of a net investment in a foreign operation (net investment hedge).
If the checks do not confirm the effectiveness of the hedge, the hedge accounting is interrupted with immediate effect and the hedging derivative reclassified as a financial asset at fair value through profit or loss, or financial liability at fair value through profit or loss. Moreover, the hedging relationship shall cease when:
\u25cfthe derivative matures, is sold, rescinded or exercised;
\u25cfthe hedged item is sold, expires or is refunded;
\u25cfit is no longer highly probable that the future hedged transaction will take place.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDerivativeFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page169-cflshid_72845-tag69491": {
"value": "A derivative financial instrument is classified as a hedge if the relationship between the hedging instrument and the hedged item is formally documented, including the risk management objectives, the hedging strategy and the methods that will be used to verify perspective and retrospective effectiveness. The effectiveness of each hedge is assessed both at the inception of the contract and during its life, specifically at each year-end and interim reporting date. A hedge is considered to be highly effective if at the start of the hedge and during subsequent periods, changes in the fair value (in the case of a fair value hedge) or expected future cash flows (in the case of a cash flow hedge) of the hedged item are substantially offset by changes in the fair value of the hedging instrument. IFRS 9 provides for the following three types of hedging relationship:
I.fair value hedge: when the hedge relates to exposure to changes in the fair value of a recognized asset or liability, changes in the fair value of the hedging instrument as well as changes in the fair value of the hedged item are recognized in profit or loss;
II.cash flow hedge: in the case of hedges intended to neutralize exposure to variability in cash flows attributable to future execution of commitments in place as of the reporting date, changes in the fair value of the hedging instrument relating to the portion determined to be an effective hedge are recognized in other comprehensive income, and therefore in an equity reserve. When the economic effects of the hedged item crystallize, the amounts recognized in other comprehensive income are then reclassified to profit or loss. Changes in the fair value of the hedging instrument relating to the portion not determined to be an effective hedge are recognized immediately in profit or loss;
III.hedge of a net investment in a foreign operation (net investment hedge).
If the checks do not confirm the effectiveness of the hedge, the hedge accounting is interrupted with immediate effect and the hedging derivative reclassified as a financial asset at fair value through profit or loss, or financial liability at fair value through profit or loss. Moreover, the hedging relationship shall cease when:
\u25cfthe derivative matures, is sold, rescinded or exercised;
\u25cfthe hedged item is sold, expires or is refunded;
\u25cfit is no longer highly probable that the future hedged transaction will take place.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDerivativeFinancialInstrumentsAndHedgingExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page169-cflshid_72845-tag69492": {
"value": "2.4.15 Fair value of financial instruments
The fair value of financial instruments is determined in accordance with IFRS 13 - Fair value measurement (\u201cIFRS 13\u201d). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
A fair value measurement assumes that the transaction to sell the asset or transfer the liability takes place in the principal market for the asset or liability (i.e., the market with the highest number of transactions involving sale of such assets or transfer of such liabilities). In the absence of a principal market, it is assumed that the transaction takes place in the most advantageous market for the asset or liability to which the Group has access (i.e., the market most likely to maximize the price at which the asset can be sold or minimize the cost at which the liability can be transferred).
The fair value of an asset or liability is determined, using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. Market participants are independent, informed buyers and sellers, able and willing but not obliged to enter into transactions.In determining fair value, the Group considers the characteristics of specific assets and liabilities and in measuring the fair value of a non-financial asset takes into account a market participant\u2019s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. Fair value measurement of assets and liabilities is based on the use of appropriate valuation techniques applied to available data, maximizing the use of relevant observable inputs. IFRS 13 establishes a fair value hierarchy that categorizes into three levels the inputs to valuation techniques used to measure fair value:
\u25cfLevel 1: inputs are quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date;
\u25cfLevel 2: inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., for derivatives, exchange rates published by the Bank of Italy, interest rates and yield curves, implied volatilities, credit spreads based on CDS data etc.);
\u25cfLevel 3: inputs are unobservable inputs for the asset or liability (management assumptions regarding financial flows, risk-adjusted spreads etc.)",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFairValueMeasurementExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page170-cflshid_73393-tag69493": {
"value": "2.4.16 Revenues and costs
In accordance with IFRS 15, revenues from contracts with customers are recognized when the following conditions are met:
\u25cfthe contract with a customer has been identified;
\u25cfthe performance obligations in the contract have been identified;
\u25cfthe transaction price has been determined;
\u25cfthe transaction price has been allocated to the performance obligations in the contract and
\u25cfwhen the related performance obligation contained in the contract is satisfied
The Group recognizes revenue from contracts with customers when (or as) it satisfies its performance obligations, by transferring the promised goods or services (i.e., an asset) to the customer. An asset is transferred when (or as) the customer obtains control of that asset. The Group transfers control of a good or service over time and, therefore, satisfies a performance obligation and recognizes revenue over time, if one of the following criteria is met:
\u25cfthe customer simultaneously receives and consumes the benefits provided by the Group\u2019s performance as it performs;
\u25cfthe Group\u2019s performance creates or enhances an asset (for example, work in progress) that the customer controls as the asset is created or enhanced;
\u25cfthe Group\u2019s performance does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date.
If a performance obligation is not satisfied over time, it is satisfied at a point in time.
Specifically, the Group recognizes revenues as follows:
\u25cfAWP revenues are recognized net of the flat rate PREU tax and winnings paid but gross of amounts to be paid to operators and hall managers, the ADM concession fee and the deposit equal to 0.5% of bet on devices linked to the network. The Group has a single performance obligation that is considered to be satisfied at the point in time the bet is placed by the player. Costs attributable to the management of indirect AWPs (i.e., those for which the Group only plays the role of concessionaire, since the AWPs are owned by third parties), such as the fees paid to the owners of the AWPs and to the operators, are recorded as a direct reduction of revenues. This classification was carried out in consideration of the role actually played by the Group in the management of indirect AWPs, less incisive in the actual ability to influence the relative portion of revenues and, which leads to qualifying it as an \"agent\" rather than a \"principal\";
\u25cfVLT revenues are recognized net of winnings, amounts relating to jackpots and the PREU tax, but gross of amounts to be paid to operators, the ADM concession fee and the deposit equal to 0.5% of bet on devices linked to the network. The Group has a single performance obligation that is considered to be satisfied at the point in time the bet is placed by the player;
\u25cfRevenues arising from the management of the gaming halls \"Retail\" are recognized based on the share of the operator. Revenues arising from the management of AWPs owned by the Group \"Street Operations\" are recognized based on the owner's share. The Group has a single performance obligation that is considered to be satisfied at the point in time the bet is placed by the player;
\u25cfOnline and Sports Franchise gaming revenues, other than the fixed-odds betting, are recognized net of winnings and the betting duties (\u201cImposta Unica\u201d) but gross of costs related to the platform and the concession fee. In the case of online gaming (including online skill games), revenues are recognized net of winnings as well as the cost of bonuses and promotional offers during the period. The Group has a single performance obligation that is considered to be satisfied at the point in time the outcome of the event to which the bet relates is known.
The collection of both Sports Franchise and online fixed-odds bets (i.e., bets where the Group is exposed to pay-out risk) creates a financial liability representing potential winnings, which, in accordance with IFRS 9, is measured at fair value. Subsequent changes in the liability are recognized within revenues. The effect of fair value changes around the year-end was not significant and, therefore, neither the related revenues nor costs were recognized. Revenues are recognized net of betting duties and cost for bonus for the periodRevenues from national totalizer betting games are recognized based on the percentage commissions set by the convention for betting operations.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page171-cflshid_73792-tag69495": {
"value": "Incremental costs of obtaining a contract with a customer are recognized as assets and, to the extent the Group expects to recover them, recovered over the duration of the underlying contract. The incremental costs of obtaining a contract are those costs that the Group incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained shall berecognized as an expense when incurred, unless those costs are explicitly chargeable to the customer regardless of whether the contract is obtained.The Group recognizes an asset from the costs incurred to fulfill a contract with a customer only if the costs incurred in fulfilling such contract are not within the scope of another Standard (for example, IAS 2 \u2013 Inventories, IAS 16 \u2013 Property, Plant and Equipment or IAS 38 \u2013 Intangible Assets), and if such costs meet all of the following criteria:
\u25cfthe costs relate directly to a contract or to an anticipated contract that the entity can specifically identify;
\u25cfthe costs generate or enhance resources of the entity that will be used in satisfying (or in continuing to satisfy) performance obligations in the future and
\u25cfthe costs are expected to be recoveredCosts are recognized when they relate to goods or services sold or used in normal business activities; they are recognized either based on systematic allocation or when such goods and services have no further use. Non-deductible value added tax (IVA) is recognized as a cost.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForExpensesExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page171-cflshid_73793-tag69494": {
"value": "ncremental costs of obtaining a contract with a customer are recognized as assets and, to the extent the Group expects to recover them, recovered over the duration of the underlying contract. The incremental costs of obtaining a contract are those costs that the Group incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained shall berecognized as an expense when incurred, unless those costs are explicitly chargeable to the customer regardless of whether the contract is obtained.The Group recognizes an asset from the costs incurred to fulfill a contract with a customer only if the costs incurred in fulfilling such contract are not within the scope of another Standard (for example, IAS 2 \u2013 Inventories, IAS 16 \u2013 Property, Plant and Equipment or IAS 38 \u2013 Intangible Assets), and if such costs meet all of the following criteria:
\u25cfthe costs relate directly to a contract or to an anticipated contract that the entity can specifically identify;
\u25cfthe costs generate or enhance resources of the entity that will be used in satisfying (or in continuing to satisfy) performance obligations in the future and
\u25cfthe costs are expected to be recovered",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForCustomerAcquisitionCostsExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page172-cflshid_74401-tag69496": {
"value": "2.4.17 Finance income and expenses
Finance income and expenses are recognized during the period to which they relate.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceIncomeAndCostsExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page172-cflshid_74401-tag69497": {
"value": "2.4.18 Income tax expense
Income taxes are based on an estimate of the taxable income for the year, based on current fiscal legislation, and are recognized in the income statement under \u201cIncome tax expense\u201d, except in those cases where the tax effects of transactions are recognized directly in equity and the related amounts are charged or credited directly to equity. The consolidated statement of comprehensive income reports income taxes relating to each line item reported under \u201cOther items that will not be classified to profit or loss\u201d. Provision for taxes due on the transfer of non-distributed profits of subsidiaries is made only when there exists a real intention to transfer such profits.
Deferred tax assets and liabilities are calculated using the balance sheet liability method and are recognized on temporary differences between the carrying amount of an asset or a liability in the consolidated financial statements and its tax base, except for non-deductible goodwill and for those differences related to investments in subsidiaries when the reversal is under the control of the Group and it is probable that they will not reverse in the reasonably foreseeable future. Deferred tax assets, including those relating to unused tax losses carried forward, are recognized to the extent to which it is probable that future taxable profit will be available against which they can be utilized. Tax assets and liabilities are offset, separately for current and deferred taxes, when the income taxes are levied by the same tax authority, there is a legally enforceable right of offset and it is expected that the balance will be settled net. Deferred tax assets and liabilities are computed based on tax rates that are expected to apply in the period in which the asset is recovered or settled to the extent that such rates have been approved at the date of the consolidated financial statements. Other taxes not related to income, such as indirect taxes and levies are reported under \u201cOther operating costs\u201d in the consolidated income statement.
In the event of uncertainties over income tax treatments, the company proceeds as follows: (i) if it considers it likely that the tax authorities will accept an uncertain tax treatment, it determines the (current and/or deferred) income taxes to be reported in the financial statements based on the tax treatment that it has applied or expects to apply when filing its returns; (ii) if it concludes it is not probable that the taxation authority will accept an uncertain tax treatment, it reflects the effect of uncertainty in determining the related (current and/or deferred) income taxes to be reported in the financial statements. Moreover, with regard to the matter of uncertain tax liabilities and provisions relating to tax disputes, any potential liabilities relating to income tax disputes are reported as \u201cCurrent tax payables\u201d.
With effect from 2022, the Group extended the tax consolidation to the current Italian parent company (Lottomatica Group S.p.A.). Such entity represents the Group\u2019s tax consolidating company for the three-year period 2022-2024.
At the end of 2023, the Group (while not adhering to the collaborative fulfillment scheme) decided to adopt the Tax Control Framework tool with the dual aim, on the one hand, to speed up and make more effective the dialogue with the tax authorities in the event of tax controls and, on the other, to improve the efficiency of the collection, measurement and tax risk management in the business processes by improving related controls and reducing the risk of claims and tax disputes.The Tax Control Framework is the set of procedures, tools, organizational structures, standards and corporate rules aimed at allowing the conduct of the business to minimize the risk of operating in violation of tax rules, or in violation of the principles or objectives of the legal system, through an appropriate process of identifying, measuring, managing and monitoring of the main tax risks.
2.4.18.1 Disclosure of Pillar 2 effects
In 2024, the Group was included within the scope of application of the Pillar 2/GloBE rules. In particular, these rules came into force in Italy on 1 January 2024 pursuant to Legislative Decree No. 209/2023 which implements European Directive No. 2523/2022. The Italian law also implemented a \u201cdomestic top-up tax\u201d through the adoption of the Decree of the Deputy Minister of Economy and Finance of 1 July 2024.
The Pillar II rules provide that the Group entities (wherever located) are subject to an effective income tax rate of at least 15%, to be determined on the basis of a detailed calculation based on the accounting and tax data aggregated by country. Where the tax rate in a given country is lower than 15%, this determines the application of a supplementary tax up to this value of 15% ( \u201cTop-Up Tax\u201d).
As required by IAS 12 (in particular, by the \u201cAmendments to IAS 12 Income Taxes - International Tax Reform - Pillar Two Model Rules\u201d), the Group has carried out an analysis in order to identify the scope of application and the potential impact of this new regulation on the jurisdictions of its scope of consolidation, also making use of the so-called transitional safe harbours (\u201cTSH\u201d) applicable in the three-year period 2024-2026 (so-called transitional period) as provided for by the OECD guidelines.
These rules provide that no supplementary tax is due if one of the following tests is satisfied (to be performed in each country in which the Group operates):
\u25cfDe minimis test: revenues in the jurisdiction are less than Euro 10 million and aggregate profit before tax is less than Euro 1 million;
\u25cfSimplified effective tax rate test: effective taxation is at least 15% (in 2024), as determined on the basis of the ratio between the aggregate values of profit/(loss) before tax (denominator) and income taxes (numerator). In this regard, the numerator represents the value of current and deferred taxes (with some specific adjustments) recorded in the reporting package of subsidiaries in a specific jurisdiction;
\u25cfRoutine profit test: the aggregate value of the \u201cSubstance-based income exclusion\u201d (\u201cSBIE\u201d) under the Pillar 2 rules is greater than the aggregate amount of profit/(loss) before tax. As per the OECD guidelines, where there is a loss before tax for a jurisdiction, the test is considered as positively found.
Lottomatica Group S.p.A. assumes the role of ultimate parent entity for the entire Group for Pillar II purposes. The Group has performed an analysis in relation to the possible exposure to Pillar 2 taxation in relation to the year ended 31 December 2023 and 2024. Based on the information available to date, the Group operates in 6 countries for Pillar 2 purposes, namely Italy, Serbia, Austria, the United Kingdom, Malta, and the United States. At the reporting date, the United States and Serbia have not implemented the Pillar 2 regulations while Malta has exercised the option to defer implementation of the regulations.iIn
relation to all countries where the Group operates in 2024, based on data available to date, the Group benefits of TSHs. Specifically; 1.in relation to Italy, the \u201cSimplified ETR Test\u201d is verified;
2.in relation to Austria, \u201cRoutine profit test\u201d (profit before tax for the country is negative) is verified;
3.in relation to the United Kingdom, the \u201cDe minimis test\u201d is verified;
4.in relation to Malta, \u201cRoutine profit test\u201d (profit before tax for the country is negative) is verified;
5.in relation to the United States, the \u201cDe minimis test\u201d is verified;
6.in relation to Serbia, the \u201cSimplified ETR Test\u201d is verified",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page172-cflshid_74560-tag69498": {
"value": "Deferred tax assets and liabilities are calculated using the balance sheet liability method and are recognized on temporary differences between the carrying amount of an asset or a liability in the consolidated financial statements and its tax base, except for non-deductible goodwill and for those differences related to investments in subsidiaries when the reversal is under the control of the Group and it is probable that they will not reverse in the reasonably foreseeable future. Deferred tax assets, including those relating to unused tax losses carried forward, are recognized to the extent to which it is probable that future taxable profit will be available against which they can be utilized. Tax assets and liabilities are offset, separately for current and deferred taxes, when the income taxes are levied by the same tax authority, there is a legally enforceable right of offset and it is expected that the balance will be settled net. Deferred tax assets and liabilities are computed based on tax rates that are expected to apply in the period in which the asset is recovered or settled to the extent that such rates have been approved at the date of the consolidated financial statements. Other taxes not related to income, such as indirect taxes and levies are reported under \u201cOther operating costs\u201d in the consolidated income statement.2.4.20.4 Deferred tax assets
Deferred tax assets are recognized on deductible temporary differences between the carrying amount of an asset or liability in the Consolidated Financial Statements and its tax base and on unused tax losses carried forward, to the extent it is probable that future taxable profit will be available against which such deferred tax assets can be utilized. Judgment is required on the part of management, involving estimates regarding the timing and level of future taxable profits, to determine the level of deferred tax assets that should be recognized",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page174-cflshid_75534-tag69499": {
"value": "2.4.19 Earnings per share - basic and diluted Basic earnings per share is calculated by dividing the net result attributable to the Group by the weighted average number of ordinary shares outstanding during the year, excluding treasury shares. For the purposes of calculating the diluted earnings per share, the weighted average number of shares outstanding during the year is modified by assuming the exercise by all the assignees of rights that potentially have a dilutive effect, while the result pertaining to the Group is adjusted to take into account any effects, net of taxes, of the exercise of these rights",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page174-cflshid_75534-tag69558": {
"value": "2.4.20 Use of accounting estimates
The preparation of financial statements in conformity with relevant accounting standards and methods in certain cases requires management to make estimates and assumptions based on subjective judgments, past experience and hypotheses considered reasonable and realistic, given the information known at the time. Such estimates have an effect on the amounts reported in the financial statements, including the consolidated statement of financial position, the consolidated statement of comprehensive income, the consolidated statement of cash flows and the related notes to the consolidated financial statements. Actual results may then differ, even significantly, from those reported in the consolidated financial statements due to changes in the factors considered in determining the estimates, given the uncertainties that characterize the assumptions on which estimates are based.
Many reported account balances are based on estimates and while not all constitute large amounts, the total of such balances is materially significant. Key accounting estimates involving a high degree of subjectivity and judgment on the part of management, where a change in the conditions underlying the assumptions could have a significant effect on the Group\u2019s financial results, are detailed below.
2.4.20.1 Share-based payments
The Board of Directors approved the implementation of the medium-long term management incentive plan regulation (\"LTIP Regulation\", and \"LTIP\" in relation to the medium-long term management incentive plan) already approved by the Shareholders' Meeting of 15 March 2023 and subject to examination by the Appointments and Remuneration Committee (a description of the plan is detailed in Note 8.4). In line with the Stock Option Plan Regulation, the plan has been accounted for at fair value as required by IFRS 2 \u2013 Share Based Payment.
With reference to the first and second cycle of assignments, the valuation of the assigned rights was carried out by reflecting the financial market conditions valid on the respective grant date. The
methodology adopted to estimate the fair value follows the risk neutral approach; the risk-free rate curve is deducted from the interest rate swap rates present on the market at the grant date. The following table provides details of the market related data used to determine the fair value of the stock options for the first and second round of assignments.
| Vesting date | Expiration date | Strike price (Euro) | Price at valuation date (Euro) | Annual volatility | Expected dividend rate | Exit annual rate |
| 1\u00b0 assignments | 15 June 2026 | 15 June 2028 | 9.00 | 8.214 | 45.36% | 3.83% | 0.00% |
| 2\u00b0 assignments | 14 June 2027 | 14 June 2029 | 10.80 | 10.570 | 24.35% | 3.81% | 0.00% |
The fair value of market-based component was estimated using the stochastic simulation with the \u201cMonte Carlo method\u201d. The valuation was carried out on no-arbitrage and risk-neutral framework assumptions common to fundamental stock option pricing models (such as the binomial model, the Black-Scholes model and so on), using the following hypotheses:
| Average annual growth rate of the stock | Stock volatility | Discount rate | Expected dividend rate |
| 1\u00b0 assignments | 3.53% | 45.36% | 3.53% | 3.83% |
| 2\u00b0 assignments | 2.98% | 24.35% | 2.98% | 3.81% |
As regards \"non-market based\" component related to economic and financial performance, unlike the \"market based\" performance conditions and according to the accounting principle, it must be updated periodically at each reporting date to take into account the expectations relating to the number of rights that may accrue. In this regard, it is assumed that the performance condition which allows the vesting of approximately 40% of the assigned rights will be achieved.
For the ESG bonus/malus component, it is assumed that the target will be achieved.
The following table shows the fair value of the individual option rights assigned. The valuation was based on the assumption made before.
| Unit fair value (Euro) |
| 1\u00b0 assignments | 2.595 |
| 2\u00b0 assignments | 1.852 |
The charge for the year ended 31 December 2024, amounting to Euro 1.3 million (Euro 0.4 million for the year ended 31 December 2023), was recognized in the income statement among Personnel costs, with a corresponding offset in equity reserves.
2.4.20.2 Provisions for risks and chargesProvisions representing the risk of a negative result are recorded for legal and tax risks. The value of the provisions recognized in the financial statements represents the best estimate as of that date made by the management. This estimate involves making assumptions which depend on factors which may change over time and, therefore, could have significant effects with respect to the current estimates made by the management in preparing the Consolidated Financial Statements.
2.4.20.3 Impairment of assets
Goodwill
The Group's activities are divided into three operating segments: Online, Sports Franchise and Gaming Franchise. In accordance with the accounting standards used and the impairment procedure, the Group tests annually to determine whether goodwill has become impaired. The recoverable value is determined based on a calculation of value in use. This calculation requires the use of estimates. For more details on the Goodwill impairment test, please see Note 9.2 \u2013 \u201cGoodwill\u201d.
Property, plant and equipment and intangible assets with definite useful life
In accordance with the accounting standards applied by the Group and the impairment procedure, property, plant and equipment and intangible assets with definite useful life are subject to verification to ascertain whether impairment exists, which is recognized through a write-down, when there are indications that suggest difficulties in recovering the relative net carrying value through use. Verification of whether these indicators exist requires the Directors to make subjective assessments based on information available within the Group and on the market, as well as on historical experience. Additionally, when impairment is identified, the Group determines the amount using the appropriate measurement techniques. Proper identification of potential impairment indicators, as well as the estimation of their amount, depends on factors which may vary over time, influencing measurements and estimates made by the Directors.
2.4.20.4 Deferred tax assets
Deferred tax assets are recognized on deductible temporary differences between the carrying amount of an asset or liability in the Consolidated Financial Statements and its tax base and on unused tax losses carried forward, to the extent it is probable that future taxable profit will be available against which such deferred tax assets can be utilized. Judgment is required on the part of management, involving estimates regarding the timing and level of future taxable profits, to determine the level of deferred tax assets that should be recognized.
2.4.20.5 Allowance for doubtful receivables
The recoverability of receivables is estimated taking into account the risk of non-collection and applying different expected loss rates to groups of receivables with similar risk profiles and ageing or based on the stage of the process being followed to recover such doubtful receivables.
2.4.20.6 Depreciation and amortizationThe cost of property, plant and equipment and intangible assets is depreciated/amortized on a straight-line basis over the estimated useful life of each asset. The useful economic life of these assets is determined at the time of purchase, based on historical experience for similar assets, market conditions and expected future events which may affect them, such as technological changes. An asset\u2019s actual useful life may, therefore, be different from its estimated useful life.
2.4.20.7 IFRS 16 \u201cleases\u201d
Right-of-use assets are measured as being equal to the related lease liabilities at the date of initial application, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the statement of financial position immediately before the date of initial application. The Group has elected to make use of the exemptions provided for in the standard in relation to short-term leases (for periods of less than 12 months, including those with residual duration of less than 12 months at the date of initial application) and low value assets (including IT equipment and office items and equipment), which in any event in total are not material. Lease payments relating to such contracts are recognized in the income statement.
Lease liabilities are measured at the present value of the outstanding lease payments at the date of first application of the standard, which are fixed over the lease term. The lease term includes the non-cancellable periods of a lease during which the Group can exercise the right of use of the leased asset, as well as periods covered by an option to extend the lease if the Group is reasonably certain to exercise such option. Lease liabilities do not include costs other than costs directly associated with the lease (e.g., management or ancillary costs).
The discount rates used to measure lease liabilities are the Group\u2019s incremental borrowing rates, which take account of country risk, currency, the duration of the lease contract and the Group\u2019s credit risk. Similar discount rates are applied to leases with similar lease terms",
"dimensions": {
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"v1-page174-cflshid_75534-tag69500": {
"value": "2.4.20.1 Share-based payments
The Board of Directors approved the implementation of the medium-long term management incentive plan regulation (\"LTIP Regulation\", and \"LTIP\" in relation to the medium-long term management incentive plan) already approved by the Shareholders' Meeting of 15 March 2023 and subject to examination by the Appointments and Remuneration Committee (a description of the plan is detailed in Note 8.4). In line with the Stock Option Plan Regulation, the plan has been accounted for at fair value as required by IFRS 2 \u2013 Share Based Payment.
With reference to the first and second cycle of assignments, the valuation of the assigned rights was carried out by reflecting the financial market conditions valid on the respective grant date. The
methodology adopted to estimate the fair value follows the risk neutral approach; the risk-free rate curve is deducted from the interest rate swap rates present on the market at the grant date. The following table provides details of the market related data used to determine the fair value of the stock options for the first and second round of assignments.
| Vesting date | Expiration date | Strike price (Euro) | Price at valuation date (Euro) | Annual volatility | Expected dividend rate | Exit annual rate |
| 1\u00b0 assignments | 15 June 2026 | 15 June 2028 | 9.00 | 8.214 | 45.36% | 3.83% | 0.00% |
| 2\u00b0 assignments | 14 June 2027 | 14 June 2029 | 10.80 | 10.570 | 24.35% | 3.81% | 0.00% |
The fair value of market-based component was estimated using the stochastic simulation with the \u201cMonte Carlo method\u201d. The valuation was carried out on no-arbitrage and risk-neutral framework assumptions common to fundamental stock option pricing models (such as the binomial model, the Black-Scholes model and so on), using the following hypotheses:
| Average annual growth rate of the stock | Stock volatility | Discount rate | Expected dividend rate |
| 1\u00b0 assignments | 3.53% | 45.36% | 3.53% | 3.83% |
| 2\u00b0 assignments | 2.98% | 24.35% | 2.98% | 3.81% |
As regards \"non-market based\" component related to economic and financial performance, unlike the \"market based\" performance conditions and according to the accounting principle, it must be updated periodically at each reporting date to take into account the expectations relating to the number of rights that may accrue. In this regard, it is assumed that the performance condition which allows the vesting of approximately 40% of the assigned rights will be achieved.
For the ESG bonus/malus component, it is assumed that the target will be achieved.
The following table shows the fair value of the individual option rights assigned. The valuation was based on the assumption made before.
| Unit fair value (Euro) |
| 1\u00b0 assignments | 2.595 |
| 2\u00b0 assignments | 1.852 |
On 15 March 2023, the shareholders meeting of the Company approved the \u201cStock Option Plan 2023-2026\u201d (the \u201cPlan\u201d), effective subject to the first trading date, which provides for the assignment, on an annual basis, over a three-year period of option rights granting the right to certain members of management, identified by the Board of Directors of the Company from time to time, to subscribe to the ordinary shares of the Company. The Plan has the following objectives: (i) align the interests of the beneficiary of the Plan with those of the shareholders and investors of the Group and with the strategic plan of the Group as a whole; and (ii) incentivize the long-term retention of those members of management benefitting from the Plan.
On 15 June 2023, the Board of Directors approved the implementation of the plan regulation.
The Plan provides for the assignment to the beneficiaries of free option rights, that entitle the right to subscribe to the Company\u2019s shares according to a 1:1 ratio (i.e., each option grants the right to subscribe one share) at a determined price (the \u201cOptions\u201d), provided that the beneficiaries are still employees or directors of the Company or its subsidiaries at the time of the exercise of the Options. The Options may be assigned from 15 June 2023 until 31 December 2025. The Plan has a multiannual duration and is subdivided into three cycles, with a three-year vesting period (the \u201cVesting Period\u201d) for the Options granted under each cycle.
The Options granted to each beneficiary may be exercised within five years from the grant date. Of the shares resulting from the exercise of the Options, 20% of these will be subject to a one-year lock-up period from the end of the Vesting Period and another 20% to a two year lock-up period from the end of the Vesting Period.
Upon advice from the Appointments and Remuneration Committee, the Board of Directors, determines the total number of Options that may be assigned to beneficiaries in each cycle and may impose performance conditions to be met by the beneficiary in order for the Options to vest. The performance measurement period will ordinarily be three years.
The following table shows the movement of the Plan for the years indicated:
Forfeited during the year
Exercised during the year
of which vested and exercisable
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | Number of options |
| Grant date | \u00a0 | Expiry date | \u00a0 | 2024 | \u00a0 | 2023 |
| 15-jun-23 | \u00a0 | 15-jun-28 | \u00a0 | 1,950,000 | \u00a0 | 2,000,000 |
| 14-jun-24 | \u00a0 | 14-jun-29 | \u00a0 | 3,607,300 | \u00a0 | - |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | 5,557,300 | \u00a0 | 2,000,000 |
| Weighted average remaining contractual life of options outstanding at end of period | \u00a0 | 4.10 | \u00a0 | 4.46 |
2.4.20.7 IFRS 16 \u201cleases\u201d
Right-of-use assets are measured as being equal to the related lease liabilities at the date of initial application, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the statement of financial position immediately before the date of initial application. The Group has elected to make use of the exemptions provided for in the standard in relation to short-term leases (for periods of less than 12 months, including those with residual duration of less than 12 monthsat the date of initial application) and low value assets (including IT equipment and office items and equipment), which in any event in total are not material. Lease payments relating to such contracts are recognized in the income statement. Lease liabilities are measured at the present value of the outstanding lease payments at the date of first application of the standard, which are fixed over the lease term. The lease term includes the non-cancellable periods of a lease during which the Group can exercise the right of use of the leased asset, as well as periods covered by an option to extend the lease if the Group is reasonably certain to exercise such option. Lease liabilities do not include costs other than costs directly associated with the lease (e.g., management or ancillary costs).
The discount rates used to measure lease liabilities are the Group\u2019s incremental borrowing rates, which take account of country risk, currency, the duration of the lease contract and the Group\u2019s credit risk. Similar discount rates are applied to leases with similar lease terms",
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"v1-page178-cflshid_77113-tag69502": {
"value": "2.5 Recently issued accounting standards 2.5.1 Accounting standards, amendments effective from 1 January 2024
The following list illustrates the new standards and interpretations approved by the IASB, endorsed in Europe and applied since 1 January 2024: Amendments to IAS 1 Presentation of Financial Statements:\u2022 Classification of Liabilities as Current or Non-current Date (issued on 23 January 2020);\u2022 Classification of Liabilities as Current or Non-current - Deferral of Effective Date (issued on 15 July 2020); and\u2022 Non-current Liabilities with Covenants (issued on 31 October 2022)
Accounting periods beginning on or after 1 January 2024
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements (issued on 25 May 2023)
Effective for accounting periods beginning on or after 1 January 2024
| Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (issued on 22 September 2022) | YES | Accounting periods beginning on or after 1 January 2024 |
The adoption of these amendments did not have significant impacts on the Consolidated Financial Statements. 2.5.2 Accounting standards, amendments and interpretations not yet endorsed by the EU
As of the date of approval of the Consolidated Financial Statements, the following standards and amendments had not yet been endorsed by the EU: | \u00a0 | Endorsed by the EU | Effective date |
| IFRS 19 Subsidiaries without Public Accountability: Disclosures (issued on 9 May 2024) | NO | Accounting periods beginning on or after 1 January 2027 |
| IFRS 18 \u2014 Presentation and Disclosure in Financial Statements (issued on 9 April 2024) | NO | Accounting periods beginning on or after 1 January 2027 |
| Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) (issued on 30 May 2024) | NO | Accounting periods beginning on or after 1 January 2026 |
| Contracts Referencing Nature-dependent Electricity \u2013 Amendments to IFRS 9 and IFRS 7 (issued on 18 December 2024) | NO | Accounting periods beginning on or after 1 January 2026 |
| Annual Improvements Volume 11 (issued on 18 July 2024) | NO | Accounting periods beginning on or after 1 January 2026 |
Management is currently assessing the potential impacts that application of these standards would have on the Consolidated Financial Statements. 2.5.3 Accounting standards endorsed by the EU, but not yet applicableAt the approval date of the Consolidated Financial Statements, the competent bodies of the European Union have approved the following principles and amendments, but they have not yet been adopted by the Group:
| \u00a0 | Endorsed by the EU | Effective date |
| Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (issued on 15 August 2023) | YES | Accounting periods beginning on or after 1 January 2025 |
3. Management of financial risks The Group is exposed to the following risks: market risk (in particular interest rate risk), credit risk and liquidity risk. The Group is not involved in significant transactions that expose it to exchange rate risk. The Group\u2019s objective is to maintain a balanced approach to managing its financial exposure by matching assets and liabilities and achieving operational flexibility through the use of liquidity generated by operating activities and bank loans.
The Group\u2019s ability to generate liquidity from operations together with its borrowing capacity enable it to satisfy its operational requirements to fund working capital, invest and meet its financial obligations.
Treasury and financial risk management are centralized within the Group. Specifically, the central finance function is responsible for evaluating and approving forecast financial requirements, monitoring trends and taking corrective action as necessary.
The following paragraphs provide qualitative and quantitative information relating to the Group\u2019s exposure to the aforementioned financial risks3.1.1 Interest rate risk
Changes in interest rates on the variable component of debt and cash may result in higher or lower finance expenses/income. Interest rate swap derivative instruments are used in this risk management activity. In particular, this risk is mainly attributable to the potential change in the cash flows related to the change in the interest rate on (i) the December 2023 Notes (as defined below) amounting to Euro 500 million (ii) the floating portion of the May 2024 Notes (as defined below) amounting to Euro 400 million, both with
coupon indexed to the three-month EURIBOR rate (with a floor of 0%) plus a contractually defined spread. During 2024, the Group repaid the floating portion of the notes issued in June 2023 for a principal amount of Euro 550 million.With reference to the floating portion of the May 2024 Notes, in order to partially hedge the risk relating to possible changes in the interest rates, Lottomatica S.p.A. (merged into the Company during 2024) entered into two derivative contracts with UniCredit S.p.A. and Deutsche Bank AG, respectively, each for a notional amount of Euro 137.5 million; while, with reference to the December 2023 Notes (as defined below), in order to hedge the risk arising from possible changes in interest rates, Lottomatica S.p.A. (merged into the Company during 2024) has entered into two derivative contracts with UniCredit S.p.A. and Deutsche Bank AG, for a notional amount of Euro 250 million each.
These derivative contracts partially hedge against the risk associated with a potential increase in interest rates by exchanging the bond\u2019s three-month EURIBOR rate with a contractually determined fixed interest rate. Such hedging transactions are accounted for as cash flow hedges in accordance with IFRS 9 \u2013 Financial Instruments.
3.1.2 Interest rate risk sensitivity analysis With regard to the interest rate risk arising from the potential change in the interest rates of the above mentioned bonds, a sensitivity analysis was made to determine the effect on consolidated profit and loss and consolidated equity that would result from a hypothetical positive and negative change of 100 bps in interest rates compared to those actually recognized.
The following table shows the results of the analysis carried out:
| (In thousands of Euro) | \u00a0 | Effect on net profit of the year | Effect on Equity |
| Sensitivity analysis | \u00a0 | -100 bps | +100 bps | -100 bps | +100 bps |
| May 2024 Notes | | - | (570) | - | (570) |
| Total effect for the year | \u00a0 | . | (570) | . | (570) |
Note: the positive sign indicates a higher profit and an increase in equity; the negative sign indicates a lower profit and a decrease in equity.
The risk reported in the table above refers to the portion of the May 2024 Notes not covered by derivative instruments. The December 2023 Notes is entirely covered by derivative instruments and therefore it is believed that any change in interest rates would not produce any significant economic effect.
Credit risk represents the Group\u2019s exposure to the risk of potential losses resulting from the non-fulfilment of obligations by counterparts. The collection of wagers by points of sale and nominated third parties may generate credit risk for the Group, as the failure of, or losses incurred by, one or more members of the distribution network or the interruption of relations with any of them for whatever reason can have a negative impact on the Group\u2019s
results, business activities, financial conditions and future prospects. The Group mitigates such risk by obtaining bank and/or insurance guarantees. In accordance with IFRS 9, trade receivables are recognized net of provisions, calculated on the basis of a risk model of non-fulfilment of obligations by counterparts, in turn based on available information regarding the counterparty\u2019s solvency and historical data, in such a way as to represent the fair value of the receivables, or expected realizable value of both already impaired receivables and those that may become impaired in the future. Provisions are made against individually significant receivables for which an objective risk of partial or total non-collection is identified.
The following table provides an ageing analysis of (current and non-current) trade receivables, net of the allowance for doubtful receivables, as of 31 December 2024 and 2023.
| (In thousands of Euro) | As of 31 December 2024 | Not yet overdue | Overdue 0-30 days | Overdue 31-90 days | Overdue 91-150 days | Overdue by more than 150 days |
| Trade receivables | 111,987 | 80,822 | 1,971 | 3,124 | 146 | 25,924 |
| Allowance for doubtful receivables | (34,002) | (4,431) | (943) | (2,558) | (146) | (25,924) |
| Net | 77,985 | 76,391 | 1,028 | 566 | - | - |
Overdue by more than 150 days
Allowance for doubtful receivables
Liquidity risk is the risk that owing to an inability to access new funds or sell assets, the Group is unable to meet its payment obligations, leading to a negative impact on results if it is then obliged to incur additional costs to meet its obligations or deal with insolvency. The Group manages this risk by seeking to establish a financial structure that, consistent with its business objectives and defined limits: i) ensures sufficient liquidity, while minimizing the related opportunity cost; and ii) maintains an appropriate balance in terms of duration and composition of debt.
The exposure to such risk mainly relates to the commitments associated with the bonds issued respectively on 29 May 2024 for a total amount of Euro 900 million maturing in 2030 for the fixed rate portion and in 2031 for the floating rate portion, on 14 December 2023 for Euro 500 million maturing in 2030 and on 1 June 2023 for Euro 565 million maturing in 2028, as well as with the revolving credit facility for a total of Euro 400 million (undrawn at the reporting date) and Euro 50 million available for bank guarantees.
On 29 May 2024, Lottomatica S.p.A., (merged into the Company during 2024), following the exercise of the \"early redemption\" option, repaid in advance the senior secured notes issued respectively on 27
September 2022 and the floating rate portion of the senior secured notes issued on 1 June 2023 for a total amount of Euro 900 million.The following table provides an analysis of cash disbursements by due date based on contractual repayment obligations relating to the bonds, trade payables and other liabilities, as of 31 December 2024 and 2023: | (In thousands of Euro) | Carrying amount as of 31 December 2024 | Within1 year | Between1 and 5 years | Over5 years | Total |
| Notes | 1,942,805 | 126,217 | 1,009,645 | 1,486,565 | 2,622,427 |
| Lease payable | 81,169 | 24,848 | 9,927 | 56,345 | 91,120 |
| Other current and non-current financial liabilities | 124,853 | 70,125 | 54,728 | - | 124,853 |
| Trade payables | 133,702 | 133,702 | - | - | 133,702 |
| Other current and non-current liabilities | 380,275 | 327,075 | 53,200 | - | 380,275 |
Note: Notes and lease payable amounts relating to due dates \u201cWithin 1 year\u201d, \u201cBetween 1 and 5 years\u201d and in \u201cOver 5 years\u201d also include the contractual interest.
Carrying amount as of 31 December 2023
| Notes | 1,939,762 | 150,940 | 2,005,278 | 568,196 | 2,724,414 |
| Lease payable | 75,908 | 22,581 | 57,320 | 8,463 | 88,364 |
| Other current and non-current financial liabilities | 170,420 | 124,460 | 45,960 | - | 170,420 |
| Trade payables | 95,911 | 95,911 | - | - | 95,911 |
| Other current and non-current liabilities | 325,901 | 308,225 | 17,676 | - | 325,901 |
Note: Notes and lease payable amounts relating to due dates \u201cWithin 1 year\u201d, \u201cBetween 1 and 5 years\u201d and in \u201cOver 5 years\u201d also include the contractual interest.
The expected future cashflows represent future principal capital and interest payments and are not discounted. The Group expects to meet such contractual obligations through the liquidation of financial assets, as well as through cash flows from operating activities and available cash and/or refinancing operations3.4 Risk related to Russia-Ukraine and Israeli-Palestinian conflicts The Group did not encounter any significant issues attributable to the ongoing Russia-Ukraine conflict in terms of procurement, production and sales. As of 31 December 2024, the Group's main suppliers and customers are located outside Russia and Ukraine.
However, it cannot be ruled out that the continuation of a situation of military conflict in Ukraine and the increase in tensions between Russia and the countries in which the Group operates could negatively affect global macroeconomic conditions and the economies of those countries, leading to a possible contraction in demand and a consequent decrease in production levels, also taking into account the continuous evolution of the sanctions framework, which is constantly monitored by the Group's management. Also, with
reference to the Israeli-Palestinian conflict, the Group specifies that all its activities are carried out in Italy and no relevant impacts arose attributable to this conflict.3.5 Risk related to climate change The Group considers the prevention and management of risks which could jeopardize the attainment of the Company\u2019s objectives and its ability to continue as a going concern as a strategic priority. The Group has therefore identified the main risks related to climate change or environmental issues that may have implications or an impact on its business. The potential risks identified are those arising from climate change, both in terms of physical risks, i.e. more frequent extreme weather events or gradual climate change (e.g. floods, increase in temperatures, decrease in resources, etc.) or increase in operating costs due to extraordinary maintenance activities (e.g. restoring assets to their original conditions following any damage suffered), and in terms of transition risks, i.e. related to the transition to a low-carbon economy and the resulting government policies.
However, the Group's current exposure to consequences of climate change is limited - in terms of its ability to influence its strategies and financial cash flows (see the Consolidated sustainability statement for more details).
",
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"v1-page179-cflshid_77349-tag69504": {
"value": "3.1.1 Interest rate risk
Changes in interest rates on the variable component of debt and cash may result in higher or lower finance expenses/income. Interest rate swap derivative instruments are used in this risk management activity. In particular, this risk is mainly attributable to the potential change in the cash flows related to the change in the interest rate on (i) the December 2023 Notes (as defined below) amounting to Euro 500 million (ii) the floating portion of the May 2024 Notes (as defined below) amounting to Euro 400 million, both with
coupon indexed to the three-month EURIBOR rate (with a floor of 0%) plus a contractually defined spread. During 2024, the Group repaid the floating portion of the notes issued in June 2023 for a principal amount of Euro 550 million.With reference to the floating portion of the May 2024 Notes, in order to partially hedge the risk relating to possible changes in the interest rates, Lottomatica S.p.A. (merged into the Company during 2024) entered into two derivative contracts with UniCredit S.p.A. and Deutsche Bank AG, respectively, each for a notional amount of Euro 137.5 million; while, with reference to the December 2023 Notes (as defined below), in order to hedge the risk arising from possible changes in interest rates, Lottomatica S.p.A. (merged into the Company during 2024) has entered into two derivative contracts with UniCredit S.p.A. and Deutsche Bank AG, for a notional amount of Euro 250 million each.
These derivative contracts partially hedge against the risk associated with a potential increase in interest rates by exchanging the bond\u2019s three-month EURIBOR rate with a contractually determined fixed interest rate. Such hedging transactions are accounted for as cash flow hedges in accordance with IFRS 9 \u2013 Financial Instruments.
3.1.2 Interest rate risk sensitivity analysis With regard to the interest rate risk arising from the potential change in the interest rates of the above mentioned bonds, a sensitivity analysis was made to determine the effect on consolidated profit and loss and consolidated equity that would result from a hypothetical positive and negative change of 100 bps in interest rates compared to those actually recognized.
The following table shows the results of the analysis carried out:
| (In thousands of Euro) | \u00a0 | Effect on net profit of the year | Effect on Equity |
| Sensitivity analysis | \u00a0 | -100 bps | +100 bps | -100 bps | +100 bps |
| May 2024 Notes | | - | (570) | - | (570) |
| Total effect for the year | \u00a0 | . | (570) | . | (570) |
Note: the positive sign indicates a higher profit and an increase in equity; the negative sign indicates a lower profit and a decrease in equity.
The risk reported in the table above refers to the portion of the May 2024 Notes not covered by derivative instruments. The December 2023 Notes is entirely covered by derivative instruments and therefore it is believed that any change in interest rates would not produce any significant economic effect",
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"v1-page180-cflshid_77635-tag69505": {
"value": "Credit risk represents the Group\u2019s exposure to the risk of potential losses resulting from the non-fulfilment of obligations by counterparts. The collection of wagers by points of sale and nominated third parties may generate credit risk for the Group, as the failure of, or losses incurred by, one or more members of the distribution network or the interruption of relations with any of them for whatever reason can have a negative impact on the Group\u2019s
results, business activities, financial conditions and future prospects. The Group mitigates such risk by obtaining bank and/or insurance guarantees.n accordance with IFRS 9, trade receivables are recognized net of provisions, calculated on the basis of a risk model of non-fulfilment of obligations by counterparts, in turn based on available information regarding the counterparty\u2019s solvency and historical data, in such a way as to represent the fair value of the receivables, or expected realizable value of both already impaired receivables and those that may become impaired in the future. Provisions are made against individually significant receivables for which an objective risk of partial or total non-collection is identified.The following table provides an ageing analysis of (current and non-current) trade receivables, net of the allowance for doubtful receivables, as of 31 December 2024 and 2023.
| (In thousands of Euro) | As of 31 December 2024 | Not yet overdue | Overdue 0-30 days | Overdue 31-90 days | Overdue 91-150 days | Overdue by more than 150 days |
| Trade receivables | 111,987 | 80,822 | 1,971 | 3,124 | 146 | 25,924 |
| Allowance for doubtful receivables | (34,002) | (4,431) | (943) | (2,558) | (146) | (25,924) |
| Net | 77,985 | 76,391 | 1,028 | 566 | - | - |
Overdue by more than 150 days
Allowance for doubtful receivables
| (In thousands of Euro) | As of 31 December 2024 | Not yet overdue | Overdue 0-30 days | Overdue 31-90 days | Overdue 91-150 days | Overdue by more than 150 days |
| Trade receivables | 111,987 | 80,822 | 1,971 | 3,124 | 146 | 25,924 |
| Allowance for doubtful receivables | (34,002) | (4,431) | (943) | (2,558) | (146) | (25,924) |
| Net | 77,985 | 76,391 | 1,028 | 566 | - | - |
Overdue by more than 150 days
Allowance for doubtful receivables
8.7 Impairment of receivables and financial assets and other (accruals) / releases The following table provides a breakdown of \u201cImpairment of receivables and financial assets\u201d and \u201cOther (accruals)/releases\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| Impairment of financial assets | | - | | (5,122) |
| (Provision) / release for impairment of receivables and financial assets | \u00a0 | (243) | \u00a0 | (2,853) |
| (Provision) / release for risks and charges | | (785) | | 1,977 |
| Total | \u00a0 | (1,028) | \u00a0 | (5,998) |
For further details regarding movements in the \u201cProvision for impairment of receivables\u201d and the \u201cProvision for risks and charges\u201d see Notes 9.9 and 9.17 respectively.
The following table provides a breakdown of \u201cCurrent and non-current trade receivables\u201d:
Concessionaire\u2019s receivables from operators/TIR
Receivables from betting operators
Receivables from customers
Other receivables from distribution network
Receivables guaranteed by formal commitments
Receivables for penalties and interest on delayed payments
Allowance for doubtful receivables
Balance as of 31 December 2022 Provisions net of releases Balance as of 31 December 2023
Provisions net of releases
Balance as of 31 December 2024
Liquidity risk is the risk that owing to an inability to access new funds or sell assets, the Group is unable to meet its payment obligations, leading to a negative impact on results if it is then obliged to incur additional costs to meet its obligations or deal with insolvency. The Group manages this risk by seeking to establish a financial structure that, consistent with its business objectives and defined limits: i) ensures sufficient liquidity, while minimizing the related opportunity cost; and ii) maintains an appropriate balance in terms of duration and composition of debt.
The exposure to such risk mainly relates to the commitments associated with the bonds issued respectively on 29 May 2024 for a total amount of Euro 900 million maturing in 2030 for the fixed rate portion and in 2031 for the floating rate portion, on 14 December 2023 for Euro 500 million maturing in 2030 and on 1 June 2023 for Euro 565 million maturing in 2028, as well as with the revolving credit facility for a total of Euro 400 million (undrawn at the reporting date) and Euro 50 million available for bank guarantees.
On 29 May 2024, Lottomatica S.p.A., (merged into the Company during 2024), following the exercise of the \"early redemption\" option, repaid in advance the senior secured notes issued respectively on 27
September 2022 and the floating rate portion of the senior secured notes issued on 1 June 2023 for a total amount of Euro 900 million.The following table provides an analysis of cash disbursements by due date based on contractual repayment obligations relating to the bonds, trade payables and other liabilities, as of 31 December 2024 and 2023: | (In thousands of Euro) | Carrying amount as of 31 December 2024 | Within1 year | Between1 and 5 years | Over5 years | Total |
| Notes | 1,942,805 | 126,217 | 1,009,645 | 1,486,565 | 2,622,427 |
| Lease payable | 81,169 | 24,848 | 9,927 | 56,345 | 91,120 |
| Other current and non-current financial liabilities | 124,853 | 70,125 | 54,728 | - | 124,853 |
| Trade payables | 133,702 | 133,702 | - | - | 133,702 |
| Other current and non-current liabilities | 380,275 | 327,075 | 53,200 | - | 380,275 |
Note: Notes and lease payable amounts relating to due dates \u201cWithin 1 year\u201d, \u201cBetween 1 and 5 years\u201d and in \u201cOver 5 years\u201d also include the contractual interest.
Carrying amount as of 31 December 2023
| Notes | 1,939,762 | 150,940 | 2,005,278 | 568,196 | 2,724,414 |
| Lease payable | 75,908 | 22,581 | 57,320 | 8,463 | 88,364 |
| Other current and non-current financial liabilities | 170,420 | 124,460 | 45,960 | - | 170,420 |
| Trade payables | 95,911 | 95,911 | - | - | 95,911 |
| Other current and non-current liabilities | 325,901 | 308,225 | 17,676 | - | 325,901 |
Note: Notes and lease payable amounts relating to due dates \u201cWithin 1 year\u201d, \u201cBetween 1 and 5 years\u201d and in \u201cOver 5 years\u201d also include the contractual interest.
The expected future cashflows represent future principal capital and interest payments and are not discounted. The Group expects to meet such contractual obligations through the liquidation of financial assets, as well as through cash flows from operating activities and available cash and/or refinancing operations. 3.4 Risk related to Russia-Ukraine and Israeli-Palestinian conflicts The Group did not encounter any significant issues attributable to the ongoing Russia-Ukraine conflict in terms of procurement, production and sales. As of 31 December 2024, the Group's main suppliers and customers are located outside Russia and Ukraine.
However, it cannot be ruled out that the continuation of a situation of military conflict in Ukraine and the increase in tensions between Russia and the countries in which the Group operates could negatively affect global macroeconomic conditions and the economies of those countries, leading to a possible contraction in demand and a consequent decrease in production levels, also taking into account the continuous evolution of the sanctions framework, which is constantly monitored by the Group's management. Also, with
reference to the Israeli-Palestinian conflict, the Group specifies that all its activities are carried out in Italy and no relevant impacts arose attributable to this conflict.3.5 Risk related to climate change The Group considers the prevention and management of risks which could jeopardize the attainment of the Company\u2019s objectives and its ability to continue as a going concern as a strategic priority. The Group has therefore identified the main risks related to climate change or environmental issues that may have implications or an impact on its business. The potential risks identified are those arising from climate change, both in terms of physical risks, i.e. more frequent extreme weather events or gradual climate change (e.g. floods, increase in temperatures, decrease in resources, etc.) or increase in operating costs due to extraordinary maintenance activities (e.g. restoring assets to their original conditions following any damage suffered), and in terms of transition risks, i.e. related to the transition to a low-carbon economy and the resulting government policies.
However, the Group's current exposure to consequences of climate change is limited - in terms of its ability to influence its strategies and financial cash flows (see the Consolidated sustainability statement for more details).
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page183-cflshid_79183-tag69507": {
"value": "The Group\u2019s capital management is aimed at guaranteeing solid credit ratings and adequate capital indicators to support its investment plans, while meeting contractual obligations with lenders. The Group ensures it has sufficient capital to finance its business development needs and meet operating requirements; to guarantee a balanced financial structure and minimize the total cost of capital, finances are sourced through a mix of risk capital and debt to the benefit of all stakeholders.
The Group is subject to certain restrictions in relation to certain financial liabilities (for further details see Note 9.16 - \u201cCurrent and non-current financial liabilities\u201d).
Returns on capital are monitored by reviewing market trends and business performance, net of other commitments, including borrowing costs. In order to ensure the Group\u2019s going concern status, develop the business and provide an adequate return on capital, Management monitors the Group\u2019s debt to equity and debt to Adjusted EBITDA (as defined in Note 6) ratios on an ongoing basis, as well as monitoring debt with respect to business trends and expected future cash flows in the medium/long term",
"dimensions": {
"concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page183-cflshid_79183-tag69508": {
"value": "Dividend policy
The Company's objective is to pursue a long-term sustainable strategy that allows an adequate return for its shareholders, while maintaining adequate funds to finance business growth and maintain a solid capital base that allows it to deal with any changes in the reference legislation and potential economic downturns. On 15 March 2023, the Company's Board of Directors approved a shareholder remuneration policy in the medium/long term, drawn up on the basis of the economic-financial perspective and the capital structure of the Company, envisaging target dividend distribution for an amount up to 30% of the
consolidated net profit attributable to the group (subject to the required approval by the shareholders' meeting), adjusted for: (i) depreciation on the higher values of the assets of the companies or business acquired recognized in the consolidated financial statements of the Group compared to the book values at the date of acquisition; (ii) non-recurring costs and income excluded from the calculation of Adjusted EBITDA, (iii) finance income and expenses which, by their nature, should not reasonably recur in the future, (iv) other non-monetary items including in finance expenses and (v) tax effects on the aforementioned adjustments. This policy is subject to the achievement of the Group's strategic investment plans, the financial and investment needs and, among other things, the compliance with any limitations from time to time set forth in the contractual documentation relating to the Group's financial indebtedness, as well as the availability of distributable profits and/or reserves resulting from the separate financial statements of the Company.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDividendsExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page184-cflshid_79593-tag69509": {
"value": "5. Financial assets and liabilities by category The following tables show financial assets and liabilities as of 31 December 2024 and 2023 as required by IFRS 7, in accordance with the categories established by IFRS 9: | (In thousands of Euro) | Financial assets and receivables at amortized cost | Financial assets at FVTOCI | Financial liabilities and liabilities at amortized cost | Financial liabilities at FVTOCI | As of 31 December 2024 |
| Current and non-current financial assets | 32,415 | 18 | - | - | 32,433 |
| Trade receivables | 77,985 | - | - | - | 77,985 |
| Other current and non-current assets | 177,894 | - | - | - | 177,894 |
| Cash and cash equivalents | 164,156 | - | - | - | 164,156 |
| Total | 452,450 | 18 | \u00a0- | \u00a0- | 452,468 |
| Current and non-current financial liabilities | - | - | 2,137,420 | 11,407 | 2,148,827 |
| Trade payables | - | - | 133,702 | - | 133,702 |
| Other current and non-current liabilities | - | - | 380,275 | - | 380,275 |
| Total | \u00a0- | \u00a0- | 2,651,397 | 11,407 | 2,662,804 |
| (In thousands of Euro) | Financial assets and receivables at amortized cost | Financial assets at FVTOCI | Financial liabilities and liabilities at amortized cost | Financial liabilities at FVTOCI | As of 31 December 2023 |
| Current and non-current financial assets | 531,044 | 45 | - | - | 531,089 |
| Trade receivables | 96,780 | - | \u00a0- | \u00a0- | 96,780 |
| Other current and non-current assets | 134,503 | - | \u00a0- | \u00a0- | 134,503 |
| Cash and cash equivalents | 294,682 | - | - | - | 294,682 |
| Total | 1,057,009 | 45 | \u00a0- | \u00a0- | 1,057,054 |
| Current and non-current financial liabilities | - | - | 2,178,551 | 7,539 | 2,186,090 |
| Trade payables | - | \u00a0- | 95,911 | - | 95,911 |
| Other current and non-current liabilities | - | - | 325,901 | - | 325,901 |
| Total | \u00a0- | \u00a0- | 2,600,363 | 7,539 | 2,607,902 |
As of 31 December 2024, \u201cCurrent and non-current financial liabilities\u201d include the notes issued on 1 June 2023, on 14 December 2023 and 29 May 2024, the fair value of which amounted to Euro 594,385 thousand, Euro 508,935 thousand and Euro 925,962 thousand, respectively. As of 31 December 2023, the fair value of the notes issued on 1 June 2023, on 14 December 2023 and 27 September 2022 amounted to Euro 1,154,632 thousand, Euro 504,960 thousand and Euro 379,572 thousand, Other financial assets and liabilities are short-term or valued at market rates and, consequently, their fair value is deemed to be substantially in line with their book value.
9.6 Current and non-current financial assets The following table provides a breakdown of \u201cCurrent and non-current financial assets\u201d: Merchant accounts and restricted cash
Interest rate swap assets
The decrease of \u201cEscrow account\u201d mainly relates to the release of the escrow account relating to the proceeds of the December 2023 Notes (as defined below) following the completion of the SKS365 Acquisition.
\u201cCash held by operators\u201d mainly relates to cash in machines (i.e., in the hoppers and change machines) owned but managed by third parties, amounting to Euro 7.3 million, Euro 11.9 million and Euro 3.6 million, respectively, as of 31 December 2024 (Euro 7.2 million, Euro 13.9 million and Euro 3.5 million, respectively as of 31 December 2023).
The following table provides a summary of key information relating to financial assets:| (In thousands of Euro) | As of 31 December 2024 | of which current | As of 31 December 2023 | of which current |
| Cash held by operators | 23,293 | 23,293 | 25,399 | 25,399 |
| Escrow account | 5,174 | 5,174 | 503,296 | 503,240 |
| Merchant accounts and restricted cash | 429 | 201 | 230 | 230 |
| Interest rate swap assets | 18 | 18 | 45 | 45 |
| Other | 3,519 | 1,710 | 2,119 | 1,561 |
| Total | 32,433 | 30,396 | 531,089 | 530,475 |
9.16 Current and non-current financial liabilitiesThe following table provides a breakdown of \u201cCurrent and non-current financial liabilities\u201d:
| \u00a0 | \u00a0 | As of 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| May 2024 Notes | | 890,096 | | - |
| December 2023 Notes | \u00a0 | 487,737 | \u00a0 | 486,188 |
| June 2023 Notes | \u00a0 | 556,258 | \u00a0 | 1,088,327 |
| 2022 Notes | \u00a0 | - | \u00a0 | 342,506 |
| Accrued interest \u2013 May 2024 Notes | \u00a0 | 3,652 | \u00a0 | - |
| Accrued interest \u2013 December 2023 Notes | \u00a0 | 1,707 | \u00a0 | 944 |
| Accrued interest \u2013 June 2023 Notes | \u00a0 | 3,355 | \u00a0 | 6,156 |
| Accrued interest \u2013 2022 Notes | \u00a0 | - | \u00a0 | 15,641 |
| Payables for leasing | \u00a0 | 81,169 | \u00a0 | 75,908 |
| Put option liability | \u00a0 | 56,614 | \u00a0 | 49,518 |
| Payables for acquisitions | \u00a0 | 51,129 | \u00a0 | 93,868 |
| Bank borrowings | \u00a0 | 2,561 | \u00a0 | 4,384 |
| Interest Rate Swap liabilities | \u00a0 | 13,147 | \u00a0 | 8,937 |
| Other financial payables | | 1,402 | | 13,713 |
| Total | \u00a0 | 2,148,827 | \u00a0 | 2,186,090 |
\u201cCurrent and non-current financial liabilities\u201d included: \u25cfnotes issued on 1 June 2023, 14 December 2023 and 29 May 2024 for principal amounts of Euro 565 million, Euro 500 million and Euro 900 million respectively, recognized at amortized cost. Transaction costs incurred for the main part included professional fees related to the notes issue as well as the discount on issue (the latter in relation to the December 2023 Notes). It should be noted that during 2024, Lottomatica S.p.A. (merged into the Company during 2024) early repaid the notes issued on 27 September 2022 and the floating portion signed on 1 June 2023 for a total of Euro 900 million; \u25cfbank borrowings mainly relating to existing financing of Ricreativo B for Euro 2.1 million;
\u25cfthe Interest Rate Swap liability, mainly related to the fair value of the derivative contracts of a total notional amount of Euro 775 million to partially hedge the risk linked to a potential change in the interest rate of the floating rate May 2024 and December 2023 Notes (as defined below). The total fair value is a negative amount of Euro 11.4 million as of 31 December 2024. The cash flow hedge reserve is negative, net of the related tax effect, for Euro 8.7 million as of 31 December 2024 (negative for Euro 5.7 million as of 31 December 2023);
\u25cfthe put option liability, recognized at its present value of Euro 56.6 million as of 31 December 2024 (Euro 49.5 million as of 31 December 2023), based on the best estimate of the disbursement to acquire the residual share capital from non-controlling shareholders;
\u25cfthe remaining payables outstanding in relation to the acquisitions of Goldbet (now GBO Italy), Ricreativo B, Rete Gioco Italia, Sea and the acquisition of certain businesses.With regard to the acquisition of GoldBet (now GBO Italy), the payable relating to the deferred price component amounted to Euro 27.6 million as of 31 December 2024 (Euro 29.7 million as of 31 December 2023), of which Euro 5 million deposited in an escrow account.
It should be noted that Euro 2.4 million was paid on 4 December 2024.
The payable relating to the deferred price component for the acquisition of Rete Gioco Italia S.r.l. amounted to Euro 5.7 million as of 31 December 2024.
The payable relating to the deferred price component for the acquisition of Ricreativo B amounted to Euro 2.5 million as of 31 December 2024. The repayment of this payable is expected in 24 monthly instalments from the date of completion of the acquisition.
The payable relating to the deferred price components of the acquisitions of Sea S.r.l. amounted to Euro 2.2 million as of 31 December 2024.
The payable relating to the deferred price components of other acquisitions amounted to Euro 13.1 million as of 31 December 2024.
\u25cfpayables relating to the lease liabilities recognized following the adoption of IFRS 16, representing the present value of the remaining lease payments as of 31 December 2024, including accrued finance expenses and charges contractually provided for as of such date. For further details see Note 2.4.20.7 above.
\u25cfOther payables, amounting to Euro 1.4 million as of 31 December 2024. The item amounted to Euro 13.7 million as of 31 December 2023 and are mainly related to commitment fees on the bridge facility and the payables for underwriting fees incurred for the issuance of the December 2023 Notes.
There are no non-current financial liabilities due over 5 years, other than the December 2023 Notes, the May 2024 Notes and a residual part of lease liabilities.
The following table provides a summary of key information relating to financial liabilities:
| (In thousands of Euro) | \u00a0 | As of 31 December 2024 | \u00a0 | of which current | \u00a0 | As of 31 December 2023 | \u00a0 | of which current |
| Notes | | 1,934,091 | \u00a0 | - | | 1,917,021 | | - |
| Accrued interest on Notes | \u00a0 | 8,714 | \u00a0 | 8,714 | \u00a0 | 22,741 | \u00a0 | 22,741 |
| Payables for acquisitions | \u00a0 | 51,129 | \u00a0 | 46,840 | \u00a0 | 93,868 | \u00a0 | 90,159 |
| Payables for leasing | \u00a0 | 81,169 | \u00a0 | 21,552 | \u00a0 | 75,908 | \u00a0 | 18,592 |
| Put option liability | \u00a0 | 56,614 | \u00a0 | 18,348 | \u00a0 | 49,518 | \u00a0 | 16,861 |
| Interest Rate Swap liabilities | \u00a0 | 13,147 | \u00a0 | 1,740 | \u00a0 | 8,937 | \u00a0 | 1,398 |
| Bank borrowings | \u00a0 | 2,561 | \u00a0 | 1,795 | \u00a0 | 4,384 | \u00a0 | 2,329 |
| Other financial payables | | 1,402 | \u00a0 | 1,402 | | 13,713 | | 13,713 |
| Total | \u00a0 | 2,148,827 | \u00a0 | 100,391 | \u00a0 | 2,186,090 | \u00a0 | 165,793 |
The following table provides changes in liabilities arising from financing activities as required by IAS7:| (In thousands of Euro) | \u00a0 | As of 31 December 2023 | \u00a0 | Cash flow from financing activities | \u00a0 | Non-cash changes | \u00a0 | As of 31 December 2024 |
| Notes | | 1,917,021 | | (10,857) | | 27,927 | | 1,934,091 |
| Accrued interest on Notes | \u00a0 | 22,741 | \u00a0 | (129,370) | \u00a0 | 115,343 | \u00a0 | 8,714 |
| Payables for acquisitions | \u00a0 | 93,868 | \u00a0 | (60,852) | \u00a0 | 18,113 | \u00a0 | 51,129 |
| Payables for leasing | \u00a0 | 75,908 | \u00a0 | (24,676) | \u00a0 | 29,937 | \u00a0 | 81,169 |
| Put option liability | \u00a0 | 49,518 | \u00a0 | - | \u00a0 | 7,096 | \u00a0 | 56,614 |
| Interest Rate Swap liabilities | \u00a0 | 8,937 | \u00a0 | (22,357) | \u00a0 | 26,567 | \u00a0 | 13,147 |
| Bank borrowings | \u00a0 | 4,384 | \u00a0 | (2,871) | \u00a0 | 1,048 | \u00a0 | 2,561 |
| Other financial payables | | 13,713 | | (13,793) | | 1,482 | | 1,402 |
| Total | \u00a0 | 2,186,090 | \u00a0 | (264,776) | \u00a0 | 227,513 | \u00a0 | 2,148,827 |
| (In thousands of Euro) | \u00a0 | As of 31 December 2022 | \u00a0 | Cash flow from financing activities | \u00a0 | Non-cash changes | \u00a0 | As of 31 December 2023 |
| Notes | | 1,543,390 | | 366,606 | | 7,025 | | 1,917,021 |
| Accrued interest on Notes | \u00a0 | 35,913 | | (128,173) | | 115,001 | | 22,741 |
| Gamma Bondco loan | | 250,000 | | (250,000) | | - | | - |
| Accrued interest on Gamma Bondco Loan | | 23,375 | | (30,322) | | 6,947 | | - |
| Payables for acquisitions | \u00a0 | 94,284 | | (21,532) | | 21,116 | | 93,868 |
| Payables for leasing | \u00a0 | 68,215 | | (20,363) | | 28,056 | | 75,908 |
| Put option liability | \u00a0 | 1,773 | | - | | 47,745 | | 49,518 |
| Interest Rate Swap liabilities | \u00a0 | 81 | | (2,602) | | 11,458 | | 8,937 |
| Bank borrowings | \u00a0 | 840 | | (1,436) | | 4,980 | | 4,384 |
| Other financial payables | | - | | (1,981) | | 15,694 | | 13,713 |
| Total | \u00a0 | 2,017,871 | | (89,803) | | 258,022 | | 2,186,090 |
The fair value of financial instruments listed on an active market is based on market prices at the reporting date. The fair value of instruments that are not listed on an active market is determined using valuation techniques based on a series of methods and assumptions linked to market conditions at the date of the respective financial statements. The classification of the fair value of financial instruments on the basis of the hierarchical levels that categorize the inputs to valuation techniques used to measure fair value, is shown below:
\u25cfLevel 1: inputs are quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date;
\u25cfLevel 2: inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly;
\u25cfLevel 3: inputs are unobservable inputs for the asset or liability. The following table shows the financial instruments measured at fair value according to the relevant hierarchy level:
| (In thousands of Euro) | \u00a0 | Level 1 | \u00a0 | Level 2 | \u00a0 | Level 3 | \u00a0 | As of 31 December 2024 |
| Derivative financial instruments assets | | - | | 18 | | - | | 18 |
| Derivative financial instruments liabilities | \u00a0 | - | \u00a0 | (11,407) | \u00a0 | - | \u00a0 | (11,407) |
| Total | \u00a0 | - | \u00a0 | (11,389) | \u00a0 | - | \u00a0 | (11,389) |
| (In thousands of Euro) | \u00a0 | Level 1 | \u00a0 | Level 2 | \u00a0 | Level 3 | \u00a0 | As of 31 December 2023 |
| Derivative financial instruments assets | | - | | 45 | | - | | 45 |
| Derivative financial instruments liabilities | \u00a0 | - | \u00a0 | (7,539) | \u00a0 | - | \u00a0 | (7,539) |
| Total | \u00a0 | - | \u00a0 | (7,494) | \u00a0 | - | \u00a0 | (7,494) |
The Group operates in the following operating segments: (i) online betting and gaming (\u201cOnline\u201d); (ii) betting and gaming through the retail network (\u201cSports Franchise\u201d); and (iii) concessionary activities relating to the product lines: (a) amusement with prize machines (AWP), (b) video lottery terminals (VLT), and (c) management of owned gaming halls and AWPs (Retail & Street Operations) (\u201cGaming Franchise\u201d).
Operating segments are monitored based on: (i) total revenues and income and (ii) Adjusted EBITDA. Adjusted EBITDA is defined as net profit for the year adjusted for: (i) income tax expense; (ii) finance income; (iii) finance expenses; (iv) share of profit/(loss) of equity accounted investments; (v) depreciation, amortization and impairments; (vi) costs related to M&A and international activities; (vii) integration costs (including expenses on corporate restructuring, redundancy and higher costs incurred in relation to renegotiated operating contracts); (viii) other income and expenses that, in view of their nature, are not reasonably expected to recur in future periods. Management believes that the aforementioned indicators provide a good indication of the performance of the Group\u2019s operating segments.
Given the range of services and products sold by the Group, there are no significant concentrations of revenues with individual customers. The Group currently operates for the main part in Italy (see Note 2.3 above for details regarding overseas operations during the period).
Finally, in terms of the statement of financial position, it is noted that details of assets and liabilities by segment are not included in the information periodically reviewed by management and therefore such information is not reported below.
The following table provides details of Group operating segments for the year ended 31 December 2024 and 2023:| \u00a0 | Online | Sports Franchise | Gaming Franchise | Elimination | Total |
| (In thousands of Euro) | Dec '24 | Dec '23 | Dec '24 | Dec '23 | Dec '24 | Dec '23 | Dec '24 | Dec '23 | Dec '24 | Dec '23* |
| Revenues toward third parties | 780,230 | 520,787 | 460,755 | 368,217 | 763,740 | 743,484 | - | - | 2,004,725 | 1,632,488 |
| Other income toward third parties | 3,206 | 1,972 | 3,623 | 2,832 | 8,122 | 13,725 | - | - | 14,951 | 18,529 |
| Intragroup Revenues and Other income | 22,894 | 24,051 | 6,297 | 8,140 | 8,988 | 12,974 | (38,179) | (45,165) | - | - |
| Total Revenues and Income | 806,330 | 546,810 | 470,675 | 379,189 | 780,850 | 770,183 | \u00a0(38,179) | \u00a0(45,165) | 2,019,676 | 1,651,017 |
| Adjusted EBITDA | 418,566 | 300,612 | 108,642 | 97,230 | 179,714 | 182,509 | - | - | 706,922 | 580,351 |
| Adjusted EBITDA Margin ** | 53.6% | 57.7% | 23.6% | 26.4% | 23.5% | 24.5% | \u00a0 | \u00a0 | 35.3% | 35.6% |
| Costs not included in Adjusted EBITDA | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (76,979) | (47,421) |
| of which: | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | | \u00a0 | \u00a0 |
| - monetary | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (68,491) | (35,192) |
| - non monetary | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (8,488) | (12,229) |
| Depreciation, amortization and impairments | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0(244,353) | \u00a0(194,678) |
| Finance income | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 9,038 | 28,139 |
| of which non-recurring finance income*** | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 6,215 | 24,402 |
| Finance expenses | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0(215,400) | \u00a0(220,287) |
| of which non-recurring finance expenses *** | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | (58,575) | (73,052) |
| Share of profit/(loss) of equity accounted investments | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 1,663 | (8,965) |
| Profit before tax | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 180,891 | 137,139 |
| Income tax expense | | | | | | | | | (77,052) | (63,277) |
| Net profit for the year | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 103,839 | 73,862 |
* The figures for the year ended 31 December 2023 have been restated following the completion of the purchase price allocation relating to Ricreativo B S.p.A..
** Adjusted EBITDA Margin defined as Adjusted EBITDA / Revenues toward third parties.
*** For details of non-recurring finance income and expenses, please refer to Note 8.8.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page186-cflshid_80721-tag69512": {
"value": "The following disclosure regarding operating segments is provided in accordance with IFRS 8 \u2013 \u201cOperating Segments\u201d (hereafter \u201cIFRS 8\u201d), which requires that such disclosure reflects the manner in which management manages the business and makes operational decisions. Accordingly, the operating segments and related disclosures are based on internal reporting used by management to make decisions about resources to be allocated to the various operating segments and assess performance.
IFRS 8 defines an operating segment as a component of an entity that: (i) engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity); (ii) whose operating results are regularlyreviewed by the entity\u2019s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance; and (iii) for which discrete financial information is available. The Group is one of the largest operators in the Italian public gaming sector, thanks to its diversified offer of multi-concession gaming products",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page186-cflshid_81083-tag69570": {
"value": "The Group currently operates for the main part in Italy",
"dimensions": {
"concept": "ifrs-full:PrincipalPlaceOfBusiness",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page187-cflshid_81161-tag69513": {
"value": "7. Business combinations and acquisition of businesses The following paragraphs provide brief descriptions of the acquisitions that took place during the year 2024 which had the effect of extending the scope of the Group consolidation. All acquisitions were made in the context of the Group\u2019s horizontal and vertical integration strategy.
7.1 Acquisition of Kristal Palace S.r.l. On 31 January 2024, Big Easy S.r.l. finalized the acquisition of the entire share capital of Kristal Palace S.r.l., a company operating in the management of Bingo halls as well as AWP and VLT devices within them. The consideration for the acquisition, amounting to Euro 0.7 million, was defined as the base price adjusted for the net financial indebtedness determined based on contractual provisions amounting to Euro 1.3 million. The consideration may be adjusted based on the actual net financial indebtedness of the company at the date of completion of the acquisition. Of this amount, Euro 0.2 million was paid in advance in October 2023, Euro 0.2 million was paid over three-monthly installments starting from January 2024, and Euro 0.3 million have been paid over three-monthly installments of Euro 0.1 million each by June 2024.The aforementioned acquisition did not have significant impacts on the Group's revenues and net profit for the period from the acquisition date to 31 December 2024. Such amounts have been calculated based on the accounting records of the acquired company as of the date closest to the date control was assumed, namely 1 January 2024, adjusted as required to recognize any differences with respect to the accounting policies adopted by the Group (other differences relating to the period between 1 January 2024 and 31 January 2024 are not considered to be significant).
The net asset acquired were preliminary recognized at fair value, together with goodwill amounting to approximately Euro 1.5 million, calculated as shown in the table below:
| (In thousands of Euro) | Book Value at acquisition date | Purchase price allocation at acquisition date | Fair Value at acquisition date |
| Intangible assets | 14 | - | 14 |
| Property, plant and equipment | 548 | - | 548 |
| Right of use | 1,890 | - | 1,890 |
| Financial assets | 295 | - | 295 |
| Trade receivables | 2 | - | 2 |
| Inventories | 30 | - | 30 |
| Other assets | 657 | - | 657 |
| Cash and cash equivalents | 156 | - | 156 |
| Employee benefit liabilities | (147) | - | (147) |
| Financial liabilities | (2,259) | - | (2,259) |
| Trade payables | (203) | - | (203) |
| Tax payables | (12) | - | (12) |
| Other liabilities | (1,790) | - | (1,790) |
| Net acquired assets (liabilities) (A) | (819) | - | (819) |
| Purchase price (B) | 675 | - | 675 |
| Goodwill (B) - (A) | 1,494 | - | 1,494 |
As of the date of preparing this document, the final measurement of the fair value of the assets acquired and liabilities assumed, as well as the amount to be allocated to goodwill, is still ongoing and, therefore, in accordance with the provisions of IFRS 3, the Group will complete such measurement within twelve months from the acquisition date. The provisional values of the assets acquired and liabilities assumed may be adjusted retrospectively to recognize their fair value at the acquisition date, with such adjustment involving the recalculation of goodwill.
Net cash flows relating to the acquisition are shown in the following table:
| (In thousands of Euro) | \u00a0 |
| Consideration paid as of 31 December 2024 | (505) |
| Consideration paid as of 31 December 2023 | (170) |
| Cash and cash equivalents at acquisition date | 156 |
| Net cash flow from acquisition as of 31 December 2024 | (519) |
7.2 Acquisition of SKS365 Malta Holding LimitedOn 24 April 2024, GBO S.p.A. finalized the acquisition of the entire share capital of SKS365 Malta Holding Limited, an omnichannel operator in the Italian online and sports betting market. The consideration for the acquisition was Euro 621.5 million including leakages and ticking fees, contractually determined, fully paid at the completion date through the release from the escrow account of proceeds related to the notes issued by Lottomatica S.p.A. (merged into the Company during 2024) on 14 December 2023, together with the available cash. SKS365 Malta Holding Limited is the parent company of the operating company SKS365 Malta Limited, which was renamed to PWO Limited following the acquisition.
The aforementioned acquisition resulted in increased revenue of approximately Euro 212.6 million and a decrease of around Euro 1.6 million in Group\u2019s net profit for the period from the acquisition date to 31 December 2024. Such amounts have been calculated based on the accounting records of the acquired company as of the date closest to the date control was assumed, namely 30 April 2024, adjusted as required to recognize any differences with respect to the accounting principles adopted by the Group (other differences relating to the period between 24 April 2024 and 30 April 2024 are not considered to be significant). If the acquisition had taken place on 1 January 2024, it would have contributed increased revenues of approximately Euro 319.6 million and a decrease of approximately Euro 20.6 million in the Group\u2019s net profit for the year ended 31 December 2024 (excluding non-recurring costs related to SKS365's management as a result of the change of control, the acquisition would have contributed to an increase of Euro 9.9 million in Group\u2019s net profit). The acquisition costs amounted to approximately Euro 10.1 million (of which Euro 1.8 million incurred in 2024).
The asset and liabilities acquired were preliminary recognized at fair value, together with goodwill amounting to approximately Euro 534.2 million, calculated as shown in the table below:| (In thousands of Euro) | \u00a0 | Book Value atacquisition date | \u00a0 | Purchase price allocation atacquisition date | \u00a0 | Fair Value atacquisition date |
| Intangible assets | | 12,585 | | 218,024 | | 230,609 |
| Property, plant and equipment | \u00a0 | 11,139 | \u00a0 | - | \u00a0 | 11,139 |
| Right of use | \u00a0 | 3,383 | \u00a0 | - | \u00a0 | 3,383 |
| Financial assets | \u00a0 | 931 | \u00a0 | - | \u00a0 | 931 |
| Trade receivables | \u00a0 | 2,042 | \u00a0 | - | \u00a0 | 2,042 |
| Deferred tax assets | \u00a0 | 13,781 | \u00a0 | - | \u00a0 | 13,781 |
| Other assets | \u00a0 | 34,365 | \u00a0 | - | \u00a0 | 34,365 |
| Cash and cash equivalents | \u00a0 | 29,816 | \u00a0 | - | \u00a0 | 29,816 |
| Provisions for risks and charges | \u00a0 | (1,039) | \u00a0 | (5,519) | \u00a0 | (6,558) |
| Employee benefit liabilities | \u00a0 | (955) | \u00a0 | - | \u00a0 | (955) |
| Financial liabilities | \u00a0 | (3,687) | \u00a0 | - | \u00a0 | (3,687) |
| Trade payables | \u00a0 | (21,146) | \u00a0 | - | \u00a0 | (21,146) |
| Tax payables | \u00a0 | (966) | \u00a0 | - | \u00a0 | (966) |
| Deferred tax liabilities | \u00a0 | - | \u00a0 | (63,445) | \u00a0 | (63,445) |
| Other liabilities | | (141,953) | | - | | (141,953) |
| Net acquired assets (liabilities) (A) | \u00a0 | (61,704) | \u00a0 | 149,060 | \u00a0 | 87,356 |
| Purchase price (B) | | 621,540 | | - | | 621,540 |
| Goodwill (B) - (A) | \u00a0 | 683,244 | \u00a0 | (149,060) | \u00a0 | 534,184 |
The adjustments made to the accounting values when measuring the assets and liabilities acquired at fair value mainly relate to:
\u25cf\u201cIntangible assets\u201d for Euro 218.0 million, of which (i) Euro 30.7 million relating to the value attributed to the \u201cPlanetwin365\u201d brand and (ii) Euro 187.3 million relating to the value attributed to Betting and Online networks (hereinafter collectively \u201cCustomer relationship\u201d);
\u25cf\u201cProvisions for risks and charges\u201d amounted to Euro 5.5 million related to a tax dispute of Austrian branch;
\u25cf\u201cDeferred tax liabilities\u201d for Euro 63.4 million, relating to the tax effect recorded on the adjustments identified.
Net cash flows relating to the acquisition are shown in the following table:| (In thousands of Euro) | \u00a0 |
| Consideration paid as of 31 December 2024 | \u00a0(621,540) |
| Cash and cash equivalents at acquisition date | 29,816 |
| Net cash flow from acquisition as of 31 December 2024 | (591,724) |
7.3 Acquisition of Dea Bendata S.r.l. On 15 May 2024, Big Easy S.r.l. finalized the acquisition of the entire share capital of Dea Bendata S.r.l., a company operating in Gaming Franchise sector. The consideration for the acquisition was Euro 1.2 million plus price adjustment. Of this amount, Euro 0.7 million was paid on the acquisition date, while Euro 0.5 million, as deferred consideration component, will be paid, upon the occurrence of certain contractual conditions, within 12 months from the acquisition date. As of 31 December 2024, the residual amount was equal to Euro 0.2 million.
The aforementioned acquisition did not have significant impacts on the Group's net profit for the period from the acquisition date to 31 December 2024. Such amounts have been calculated based on the accounting records of the acquired company as of the date closest to the date control was assumed, namely 30 April 2024, adjusted as required to recognize any differences with respect to the accounting policies adopted by the Group (other differences relating to the period between 30 April 2024 and 15 May 2024 are not considered to be significant).
The asset and liabilities acquired were recognized at fair value, together with goodwill amounting to approximately Euro 1.0 million, calculated as shown in the table below:
| (In thousands of Euro) | Book Value at acquisition date | Purchase price allocation at acquisition date | Fair Value at acquisition date |
| Property, plant and equipment | 32 | - | 32 |
| Financial assets | 2 | - | 2 |
| Trade receivables | 5 | - | 5 |
| Other assets | 4 | - | 4 |
| Cash and cash equivalents | 325 | - | 325 |
| Employee benefit liabilities | (57) | - | (57) |
| Trade payables | (47) | - | (47) |
| Tax payables | (32) | - | (32) |
| Other liabilities | (16) | - | (16) |
| Net acquired assets (liabilities) (A) | 216 | - | 216 |
| Purchase price (B) | 1,226 | - | 1,226 |
| Goodwill (B) - (A) | 1,010 | - | 1,010 |
As of the date of preparing this document, the final measurement of the fair value of the assets acquired and liabilities assumed, as well as the amount to be allocated to goodwill, is still ongoing and, therefore, in accordance with the provisions of IFRS 3, the Group will complete such measurement within twelve months from the acquisition date. The provisional values of the assets acquired and liabilities assumed may be adjusted retrospectively to recognize their fair value at the acquisition date, with such adjustment involving the recalculation of goodwill.Net cash flows relating to the acquisition are shown in the following table:
| (In thousands of Euro) | \u00a0 |
| Consideration paid as of 31 December 2024 | (976) |
| Cash and cash equivalents at acquisition date | 325 |
| Net cash flow from acquisition as of 31 December 2024 | \u00a0(651) |
7.4 Acquisition of Totos\u00ec S.r.l. (formerly Macao Phygital S.r.l.) On 31 May 2024, GBO S.p.A. finalized the acquisition of the entire share capital of Macao Phygital S.r.l. a company operating in the online betting activities. The consideration for the acquisition, amounting to Euro 0.3 million plus price adjustment. It was paid at the acquisition date.
The aforementioned acquisition resulted in an increase in revenue of approximately Euro 1.7 million, while it did not have significant impacts on the Group's net profit for the period from the acquisition date to 31 December 2024. Such amounts have been calculated based on the accounting records of the acquired company as of the date closest to the date control was assumed, namely 31 May 2024, adjusted as required to recognize any differences with respect to the accounting policies adopted by the Group. The asset and liabilities acquired were recognized at fair value, together with goodwill amounting to approximately Euro 0.6 million, calculated as shown in the table below:
| (In thousands of Euro) | Book Value at acquisition date | Purchase price allocation at acquisition date | Fair Value at acquisition date |
| Property, plant and equipment | 162 | - | 162 |
| Trade receivables | 161 | - | 161 |
| Other assets | 266 | - | 266 |
| Deferred tax assets | 8 | - | 8 |
| Cash and cash equivalents | 449 | - | 449 |
| Employee benefit liabilities | (8) | - | (8) |
| Trade payables | (1,051) | - | (1,051) |
| Other liabilities | (379) | - | (379) |
| Net acquired assets (liabilities) (A) | (392) | - | (392) |
| Purchase price (B) | 250 | - | 250 |
| Goodwill (B) - (A) | 642 | - | 642 |
As of the date of preparing this document, the final measurement of the fair value of the assets acquired and liabilities assumed, as well as the amount to be allocated to goodwill, is still ongoing and, therefore, in accordance with the provisions of IFRS 3, the Group will complete such measurement within twelve
months from the acquisition date. The provisional values of the assets acquired and liabilities assumed may be adjusted retrospectively to recognize their fair value at the acquisition date, with such adjustment involving the recalculation of goodwill.Net cash flows relating to the acquisition are shown in the following table:
| (In thousands of Euro) | \u00a0 |
| Consideration paid as of 31 December 2024 | \u00a0(250) |
| Cash and cash equivalents at acquisition date | 449 |
| Net cash flow from acquisition as of 31 December 2024 | 199 |
7.5 Acquisition of Il Galletto Fortunato S.r.l.
On 6 June 2024, Big Easy S.r.l. finalized the acquisition of the entire share capital of Il Galletto Fortunato S.r.l., a company operating in the management of Bingo halls as well as AWP and VLT devices within them. The consideration for the acquisition, amounting to Euro 1.7 million, was defined as the sum of a base price plus net financial indebtedness as determined based on contractual provisions. The consideration may be adjusted based on the actual net financial indebtedness of the company at the acquisition date. Of this amount, Euro 1.2 million was paid on the acquisition date, while Euro 0.5 million, as deferred consideration component, will be paid, upon the occurrence of certain contractual conditions, within 12 months from the acquisition date. As of 31 December 2024, the residual amount was equal to Euro 0.2 million.
The aforementioned acquisition did not have significant impacts on the Group's net profit for the period from the acquisition date to 31 December 2024. Such amounts have been calculated based on the accounting records of the acquired company as of the date closest to the date control was assumed, namely 31 May 2024, adjusted as required to recognize any differences with respect to the accounting policies adopted by the Group (other differences relating to the period between 31 May 2024 and 6 June 2024 are not considered to be significant).
The asset and liabilities acquired were recognized at fair value, together with goodwill amounting to approximately Euro 1.5 million, calculated as shown in the table below:
| (In thousands of Euro) | \u00a0 | Book Value atacquisition date | \u00a0 | Purchase price allocation atacquisition date | \u00a0 | Fair Value atacquisition date |
| Property, plant and equipment | \u00a0 | 67 | \u00a0 | - | \u00a0 | 67 |
| Financial assets | \u00a0 | 40 | \u00a0 | - | \u00a0 | 40 |
| Right of use | \u00a0 | 475 | \u00a0 | - | \u00a0 | 475 |
| Current tax receivables | \u00a0 | 58 | \u00a0 | - | \u00a0 | 58 |
| Other assets | \u00a0 | 96 | \u00a0 | - | \u00a0 | 96 |
| Cash and cash equivalents | \u00a0 | 192 | \u00a0 | - | \u00a0 | 192 |
| Trade payables | \u00a0 | (181) | \u00a0 | - | \u00a0 | (181) |
| Other liabilities | \u00a0 | (76) | \u00a0 | - | \u00a0 | (76) |
| Financial liabilities | | (475) | | - | \u00a0 | (475) |
| Net acquired assets (liabilities) (A) | \u00a0 | 196 | \u00a0 | - | \u00a0 | 196 |
| Purchase price (B) | | 1,686 | | - | | 1,686 |
| Goodwill (B) - (A) | \u00a0 | 1,490 | \u00a0 | - | \u00a0 | 1,490 |
As of the date of preparing this document, the final measurement of the fair value of the assets acquired and liabilities assumed, as well as the amount to be allocated to goodwill, is still ongoing and, therefore, in accordance with the provisions of IFRS 3, the Group will complete such measurement within twelve months from the acquisition date. The provisional values of the assets acquired and liabilities assumed may be adjusted retrospectively to recognize their fair value at the acquisition date, with such adjustment involving the recalculation of goodwill.Net cash flows relating to the acquisition are shown in the following table:
| (In thousands of Euro) | |
| Consideration paid as of 31 December 2024 | (1,486) |
| Cash and cash equivalents at acquisition date | 192 |
| Net cash flow from acquisition as of 31 December 2024 | (1,294) |
7.6 Acquisition of Rete Gioco Italia S.r.l. On 23 July 2024, Lottomatica Videolot Rete S.p.A. finalized the acquisition of 60% of the share capital of Rete Gioco Italia S.r.l., a company operating in the management of halls as well as AWP and VLT devices within them. The consideration for the acquisition amounted to Euro 14.9 million, plus price adjustments. Of this amount, Euro 8.7 million was paid on the acquisition date, while Euro 3.8 million will be paid within twelve months, Euro 0.6 million will be paid within twenty-four months, Euro 0.6 million will be paid within thirty-six months, Euro 0.6 million will be paid within forty-eight months and Euro 0.5 million to be paid within sixty months from the acquisition date.
The aforementioned acquisition resulted in an increase in revenue of approximately Euro 2.4 million, while it did not have significant impacts on the Group's net profit for the period from the acquisition date to 31 December 2024. Such amounts have been calculated based on the accounting records of the acquired company as of the date closest to the date control was assumed, namely 31 July 2024, adjusted as required to recognize any differences with respect to the accounting policies adopted by the Group. If the acquisition had taken place on 1 January 2024, it would have contributed higher revenues of approximately Euro 7.8 million for the year ended 31 December 2024.
The asset and liabilities acquired were recognized at fair value, together with goodwill amounting to approximately Euro 11.9 million, calculated as shown in the table below:| (In thousands of Euro) | \u00a0 | Book Value atacquisition date | \u00a0 | Purchase price allocation atacquisition date | \u00a0 | Fair Value atacquisition date |
| Property, plant and equipment | \u00a0 | 1,410 | \u00a0 | - | \u00a0 | 1,410 |
| Right of use | \u00a0 | 838 | \u00a0 | - | \u00a0 | 838 |
| Trade receivables | \u00a0 | 294 | \u00a0 | - | \u00a0 | 294 |
| Deferred tax assets | \u00a0 | 952 | \u00a0 | - | \u00a0 | 952 |
| Other assets | \u00a0 | 1,085 | \u00a0 | - | \u00a0 | 1,085 |
| Cash and cash equivalents | \u00a0 | 7,048 | \u00a0 | - | \u00a0 | 7,048 |
| Employee benefit liabilities | \u00a0 | (825) | \u00a0 | - | \u00a0 | (825) |
| Financial liabilities | \u00a0 | (953) | \u00a0 | - | \u00a0 | (953) |
| Trade payables | \u00a0 | (235) | \u00a0 | - | \u00a0 | (235) |
| Deferred tax liabilities | \u00a0 | (781) | \u00a0 | - | \u00a0 | (781) |
| Other liabilities | | (4,866) | | - | | (4,866) |
| Net acquired assets (liabilities) (A) | \u00a0 | 3,967 | \u00a0 | - | \u00a0 | 3,967 |
| Equity attributable to non-controlling interests (B) | \u00a0 | 1,587 | \u00a0 | - | \u00a0 | 1,587 |
| Purchase price (C) | | 14,268 | | - | | 14,268 |
| Goodwill (C) - (A) + (B) | \u00a0 | 11,888 | \u00a0 | - | \u00a0 | 11,888 |
As of the date of preparing this document, the final measurement of the fair value of the assets acquired and liabilities assumed, as well as the amount to be allocated to goodwill, is still ongoing and, therefore, in accordance with the provisions of IFRS 3, the Group will complete such measurement within twelve months from the acquisition date. The provisional values of the assets acquired and liabilities assumed may be adjusted retrospectively to recognize their fair value at the acquisition date, with such adjustment involving the recalculation of goodwill.
Net cash flows relating to the acquisition are shown in the following table:
| (In thousands of Euro) | |
| Consideration paid as of 31 December 2024 | (8,685) |
| Cash and cash equivalents at acquisition date | 7,048 |
| Net cash flow from acquisition as of 31 December 2024 | (1,637) |
7.7 Acquisition of Bakoo S.p.A. On 24 July 2024, Marim S.r.l. finalized the acquisition of the entire share capital of Bakoo S.p.A., a company operating in the development and implementation of gaming software in the AWP, VLT and online markets. The consideration for the acquisition, amounting to Euro 4.4 million, was defined as the sum of base price plus net financial indebtedness determined based on contractual provisions. Of this amount, (i) Euro 0.8 million was paid at the acquisition date (ii) Euro 1.1 million will be paid in sixty monthly installments, and (iii) the remaining part through the assignment to the seller of newly issued
shares of Marim S.r.l., following the capital increase which occurred at the same time as the completion of the acquisition, for an amount of Euro 2.5 million (including share premium).The aforementioned acquisition did not have significant impacts on the revenues and the Group's net profit for the period from the acquisition date to 31 December 2024. Such amounts have been calculated based on the accounting records of the acquired company as of the date closest to the date control was assumed, namely 31 July 2024, adjusted as required to recognize any differences with respect to the accounting policies adopted by the Group.
The asset and liabilities acquired were recognized at fair value, together with goodwill amounting to approximately Euro 4.7 million, calculated as shown in the table below:
| (In thousands of Euro) | Book Value atacquisition date | Purchase price allocation at acquisition date | Fair Value atacquisition date |
| Intangible assets | 414 | - | 414 |
| Property, plant and equipment | 22 | - | 22 |
| Right of use | 187 | - | 187 |
| Financial assets | 3 | - | 3 |
| Trade receivables | 66 | - | 66 |
| Inventories | 260 | - | 260 |
| Tax receivables | 1 | - | 1 |
| Other assets | 38 | - | 38 |
| Cash and cash equivalents | 2 | - | 2 |
| Employee benefit liabilities | (154) | - | (154) |
| Financial liabilities | (964) | - | (964) |
| Trade payables | (167) | - | (167) |
| Other liabilities | (210) | - | (210) |
| Net acquired assets (liabilities) (A) | (502) | - | (502) |
| Purchase price (B) | 4,245 | - | 4,245 |
| Goodwill (B) - (A) | 4,747 | - | 4,747 |
As of the date of preparing this document, the final measurement of the fair value of the assets acquired and liabilities assumed, as well as the amount to be allocated to goodwill, is still ongoing and, therefore, in accordance with the provisions of IFRS 3, the Group will complete such measurement within twelve months from the acquisition date. The provisional values of the assets acquired and liabilities assumed may be adjusted retrospectively to recognize their fair value at the acquisition date, with such adjustment involving the recalculation of goodwill.
Net cash flows relating to the acquisition are shown in the following table:
| (In thousands of Euro) | |
| Consideration paid as of 31 December 2024 | (851) |
| Cash and cash equivalents at acquisition date | 2 |
| Net cash flow from acquisition as of 31 December 2024 | (849) |
7.8 Purchase Price Allocation of Ricreativo B S.p.A.In September 2023, GGM S.p.A. finalized the acquisition of the entire share capital of Ricreativo B S.p.A.. In accordance with IFRS 3, the provisional values of the assets acquired and liabilities assumed were then subsequently retrospectively adjusted during the twelve-month measurement period following the acquisition to recognize their fair value at the acquisition date, with such adjustment involving the recalculation of goodwill.
As a result, the assets acquired and liabilities assumed are recognized at fair value, together with goodwill amounting to approximately Euro 32.6 million, calculated as shown in the table below:
| (In thousands of Euro) | Book Value at acquisition date | Purchase price allocation at acquisition date | Fair Value at acquisition date |
| Intangible assets | 532 | 15,514 | 16,046 |
| Property, plant and equipment | 4,604 | - | 4,604 |
| Financial assets | 1,837 | - | 1,837 |
| Right of use | 7,573 | - | 7,573 |
| Trade receivables | 396 | - | 396 |
| Other assets | 2,387 | - | 2,387 |
| Inventories | 235 | - | 235 |
| Cash and cash equivalents | 6,620 | - | 6,620 |
| Provisions for risks and charges | (65) | - | (65) |
| Employee benefit liabilities | (1,902) | - | (1,902) |
| Trade payables | (2,117) | - | (2,117) |
| Deferred tax liabilities | 47 | (4,375) | (4,328) |
| Tax payables | (168) | - | (168) |
| Other liabilities | (7,793) | - | (7,793) |
| Financial liabilities | (13,190) | - | (13,190) |
| Net acquired assets (liabilities) (A) | (1,004) | 11,139 | 10,135 |
| Purchase price (B) | 42,723 | - | 42,723 |
| Goodwill (B) - (A) | 43,727 | (11,139) | 32,588 |
The adjustments made to recognize the assets acquired and liabilities assumed at their fair values mainly related to:
\u25cf\u201cIntangible assets\u201d of Euro 15.5 million, of which (i) Euro 3.5 million in relation to the value attributed to the \u201cRicreativo B\u201d trademark and (ii) Euro 12.0 million related to the value assigned to the customer relationship;
\u25cf\u201cDeferred tax liabilities\u201d of Euro 4.4 million, relating to the tax effect related to such adjustments.
Based on the above, the following adjustments have been made to the consolidated statement of financial position reported as of 31 December 2023:| (In thousands of Euro) | Book Value at 31 December 2023 | Purchase price allocation | 31 December 2023 Restated |
| Intangible assets | 561,321 | 15,014 | 576,335 |
| Goodwill | 1,481,917 | (11,139) | 1,470,778 |
| Deferred tax liabilities | 101,147 | 4,235 | 105,382 |
| Retained earnings | 16,989 | (360) | 16,629 |
Based on the above, the following adjustments have been made to the consolidated income statement reported for the year ended 31 December 2023:
| (In thousands of Euro) | Book Value at 31 December 2023 | Purchase price allocation | 31 December 2023 Restated |
| Depreciation, amortization and impairments | (194,177) | (501) | (194,678) |
| Income tax expense | (63,418) | 141 | (63,277) |
7.9 Acquisition of Sea S.r.l.
On 15 October 2024, Big Easy S.r.l. finalized the acquisition of the entire share capital of Sea S.r.l., a company that operates in the management of bingo halls as well as of AWP and VLT machines. The value of the acquisition equal to Euro 6.2 million, was defined as the algebraic sum of a base price and the net financial debt determined on the basis of the contractual provisions. Of this amount, (i) Euro 4.0 million were paid on the subscription date, (ii) Euro 1.0 million to be paid within six months, Euro 0.4 million to be paid within twenty-four months, Euro 0.3 million to be paid within forty-eight months and Euro 0.3 million to be paid within sixty months from the acquisition date.
The aforementioned acquisition resulted in an increase in revenue of approximately Euro 0.3 million, while it did not have significant impacts on the Group's net profit for the period from the acquisition date to 31 December 2024. Such amounts have been calculated based on the accounting records of the acquired company as of the date closest to the date control was assumed, namely 31 October 2024, adjusted as required to recognize any differences with respect to the accounting policies adopted by the Group. If the acquisition had taken place on 1 January 2024, it would have contributed higher revenues of approximately Euro 3.3 million for the year ended 31 December 2024.
The asset and liabilities acquired were recognized at fair value, together with goodwill amounting to approximately Euro 6.3 million, calculated as shown in the table below:| (In thousands of Euro) | Book Value atacquisition date | Purchase price allocation at acquisition date | Fair Value atacquisition date |
| Intangible assets | 21 | - | 21 |
| Property, plant and equipment | 437 | - | 437 |
| Right of use | 494 | - | 494 |
| Financial assets | 247 | - | 247 |
| Inventories | 42 | - | 42 |
| Other assets | 61 | - | 61 |
| Cash and cash equivalents | 613 | - | 613 |
| Employee benefit liabilities | (70) | - | (70) |
| Financial liabilities | (821) | - | (821) |
| Trade payables | (287) | - | (287) |
| Tax payables | (99) | - | (99) |
| Other liabilities | (798) | - | (798) |
| Net acquired assets (liabilities) (A) | (160) | - | (160) |
| Purchase price (B) | 6,178 | - | 6,178 |
| Goodwill (B) - (A) | 6,338 | - | 6,338 |
As of the date of preparing this document, the final measurement of the fair value of the assets acquired and liabilities assumed, as well as the amount to be allocated to goodwill, is still ongoing and, therefore, in accordance with the provisions of IFRS 3, the Group will complete such measurement within twelve months from the acquisition date. The provisional values of the assets acquired and liabilities assumed may be adjusted retrospectively to recognize their fair value at the acquisition date, with such adjustment involving the recalculation of goodwill.
Net cash flows relating to the acquisition are shown in the following table:
| (In thousands of Euro) | \u00a0 | \u00a0 |
| Consideration paid as of 31 December 2024 | \u00a0 | (4,000) |
| Cash and cash equivalents at acquisition date | | 613 |
| Net cash flow from acquisition as of 31 December 2024 | \u00a0 | (3,387) |
7.10 Acquisition of IMA S.r.l.On 17 December 2024, Marim S.r.l. finalized the agreement for the acquisition of the remaining 51% of the share capital of IMA S.r.l. for Euro 0.2 million, fully paid at the acquisition date. Following this transaction, Marim S.r.l. controls 100% of the share capital of IMA S.r.l.
The aforementioned acquisition did not have significant impacts on the revenues and the Group's net profit for the period from the acquisition date to 31 December 2024. Such amounts have been calculated based on the accounting records of the acquired company as of the date closest to the date control was assumed, namely 31 December 2024, adjusted as required to recognize any differences with respect to the accounting policies adopted by the Group.
The asset and liabilities acquired were recognized at fair value, together with goodwill amounting to approximately Euro 0.1 million, calculated as shown in the table below:
| (In thousands of Euro) | Book Value atacquisition date | Purchase price allocation at acquisition date | Fair Value atacquisition date |
| Property, plant and equipment | 1 | - | 1 |
| Other assets | 79 | - | 79 |
| Cash and cash equivalents | 340 | - | 340 |
| Employee benefit liabilities | (32) | - | (32) |
| Trade payables | (90) | - | (90) |
| Other liabilities | (34) | - | (34) |
| Net acquired assets (liabilities) (A) | 264 | - | 264 |
| Purchase price (B) | 192 | - | 192 |
| Fair value of pre-existing interest in IMA S.r.l. (C) | 184 | - | 184 |
| Goodwill (B) + (C) - (A) | 112 | - | 112 |
As of the date of preparing this document, the final measurement of the fair value of the assets acquired and liabilities assumed, as well as the amount to be allocated to goodwill, is still ongoing and, therefore, in accordance with the provisions of IFRS 3, the Group will complete such measurement within twelve months from the acquisition date. The provisional values of the assets acquired and liabilities assumed may be adjusted retrospectively to recognize their fair value at the acquisition date, with such adjustment involving the recalculation of goodwill.
Net cash flows relating to the acquisition are shown in the following table:
| (In thousands of Euro) | \u00a0 | \u00a0 |
| Consideration paid as of 31 December 2024 | \u00a0 | (192) |
| Cash and cash equivalents at acquisition date | | 340 |
| Net cash flow from acquisition as of 31 December 2024 | \u00a0 | 148 |
The fair value of existing 49% interest in IMA S.r.l. held by the Group amounted to Euro 0.2 million and determined a loss of Euro 0.1 million. This amount was included in the income statement item \" Share of profit/loss of equity accounted investments\".
7.11 Acquisition of businessesAs part of the distribution insourcing strategy relating to the Gaming Franchise segment, the assets acquired and liabilities assumed through acquisitions of business units in the year ended 31 December 2024 are summarized below:
| (In thousands of Euro) | Fair Value atacquisition date |
| Intangible assets | 13 |
| Property, plant and equipment* | 3,243 |
| Other assets | 14 |
| Cash and cash equivalents | 1,647 |
| Employee benefit liabilities | (683) |
| Financial liabilities | (1,768) |
| Trade payables | (604) |
| Tax payables | (24) |
| Other liabilities | (3,871) |
| Net acquired assets (liabilities) (A) | (2,033) |
| Purchase price (B) | 15,733 |
| Goodwill (B) - (A) | 17,766 |
* Related to 2,605 AWP devices.
The difference between the purchase price and the fair value of the net assets acquired was recognized as goodwill allocated to the Gaming Franchise segment. As of 31 December 2024, the cash flow relating to the total consideration paid for the acquisition of the businesses amounted to Euro 7.2 million",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBusinessCombinationsExplanatory",
"language": "en",
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"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page202-cflshid_88220-tag69514": {
"value": "8. Notes to the Consolidated statement of comprehensive incomeThe following table provides a breakdown of \u201cRevenues\u201d: | \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| Online | \u00a0 | 780,230 | \u00a0 | 520,787 |
| Sports Franchise | \u00a0 | 460,755 | \u00a0 | 368,217 |
| Gaming Franchise | \u00a0 | 763,740 | \u00a0 | 743,484 |
| of which: | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| AWP | \u00a0 | 279,839 | \u00a0 | 278,241 |
| VLT | \u00a0 | 436,244 | \u00a0 | 438,267 |
| Retail and Street Operations | \u00a0 | 47,657 | \u00a0 | 26,976 |
| Total | \u00a0 | 2,004,725 | \u00a0 | 1,632,488 |
The increase in Revenues of Euro 372.2 million for the year ended 31 December 2024, compared to the previous period, was attributable to:
\u25cfthe increase in revenue in the Online segment of Euro 259.4 million mainly due to the contribution from the SKS365 Acquisition of Euro 141.7 million and the overall market growth as well as the increase in market share across all segments and brands of the Group;
\u25cfthe increase in revenue in the Sports Franchise segment of Euro 92.5 million mainly related to the SKS365 Acquisition for Euro 70.9 million, partially offset by the negative impact of a high payout;
\u25cfthe increase in revenue in the Gaming Franchise segment of Euro 20.3 million, mainly due to the contribution of Ricreativo B, acquired in September 2023.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfRevenueExplanatory",
"language": "en",
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"v1-page202-cflshid_88220-tag69515": {
"value": "\u201cOther income\u201d amounted to Euro 15.0 million (of which Euro 0.5 million related to SKS365) for the year ended 31 December 2024 (Euro 18.5 million for the year ended 31 December 2023) and mainly included: (i) income from services and re-charge to the sales point operators of the Gaming Franchise and Sports Franchise network; (ii) income from the re-sale of consumables and provision of services in halls (iii) income from the transfer to the supply-chain of costs incurred in relation to the acquisition of AWP NOE and NOD concession agreements; and (iv) income from compensation, indemnification and income from other operations",
"dimensions": {
"concept": "ifrs-full:DisclosureOfOtherOperatingIncomeExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
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"v1-page203-cflshid_88599-tag69516": {
"value": "8.3 Cost of servicesThe following table provides a breakdown of \u201cCost of services\u201d:
For the year ended 31 December
Distribution network compensation
Fee on gaming platform licenses
Bank and insurance expenses
Marketing and advertising
Utility costs, postal and logistics costs, security services
Tax, administrative and legal consultancy costs
Technical assistance and network management
Board of Directors remunerations and costs
Cost of services amounted to Euro 1,213.7 million for the year ended 31 December 2024 (of which Euro 158.4 million related to SKS365), an increase of Euro 241.0 million compared to Euro 972.8 million for the year ended 31 December 2023. \u201cDistribution network compensation\u201d costs are mainly influenced by:
\u25cfthe supply chain remuneration model (linked to a percentage of bet and/or revenue sharing mechanisms), which means that this cost item varies in line with revenues; and
\u25cfin the case of the AWP product, the pass-through nature of contracts regarding third-party owned AWP machines, which ensures that reductions in revenue (linked to the suspension of bet as a result of the health emergency) are associated with a decrease in distribution costs.
In general, other cost items are affected by the variable nature of the items in question (as they may be linked to bet trends or revenue sharing mechanisms \u2013 such as, for example, in the case of \u201cFee on gaming platform licenses\u201d).
In addition to such general considerations, the following points are noted with regard to specific cost items other than \u201cDistribution network compensation\u201d:
\u25cf\u201cLeases and rentals\u201d, in line with the exemptions permitted by IFRS 16, includes fees relating to short-term lease contracts (for periods of less than 12 months, including those with residual duration of less than 12 months at the date of initial application) and lease contracts concerning low value assets;
\u25cf\u201cMarketing and advertising expenses\u201d increased by Euro 15.9 million (of which Euro 3.9 million related to SKS365) mainly due to costs for events at the gaming halls and other marketing campaigns;
\u25cf\u201cBank and insurance expenses\u201d mainly related to the costs incurred for electronic money instruments provided to players to top up their gaming accounts. The increase was attributable to SKS365 for Euro 5.1 million and commissions on credit cards following the increase in the volumes recorded;\u25cfThe increase in the \"Other expenses\" is primarily attributable to costs for betting providers, costs for digital services and anti-money laundering services as well as the contribution of SKS365 Acquisition. For the remaining part, the item includes recurring costs related to employees lunch vouchers and travel reimbursement expenses, costs for temporary staffing services and other passive operations.
The following table provides a breakdown of \u201cPersonnel expenses\u201d:
For the year ended 31 December
| Social security contributions | \u00a0 | (26,080) | \u00a0 | (21,131) |
| Other personnel costs | | (9,542) | | (6,397) |
| Total | \u00a0 | (135,503) | \u00a0 | (98,378) |
Personnel expenses amounted to Euro 135.5 million for the year ended 31 December 2024 (of which Euro 18.4 million related to SKS365), an increase of Euro 37.1 million compared to Euro 98.4 million for the year ended 31 December 2023.
\u201cRemuneration\u201d, \u201cSocial security contributions\u201d and \u201cOther personnel costs\u201d are stated net of capitalized personnel expenses linked to internal software development, totaling Euro 16.0 million for the year ended 31 December 2024 (Euro 12.4 million for the year ended 31 December 2023).
The item also includes the charge related to the long-term incentive plan amounting to Euro 1.3 million for the year ended 31 December 2024.
The following table shows Group employee numbers by category:
| \u00a0 | \u00a0 | Number as of 31 December 2024 | \u00a0 | Average number 2024 | \u00a0 | Number as of 31 December 2023 | \u00a0 | Average number 2023 |
| Executives | | 59 | | 56 | | 50 | | 48 |
| Middle managers | \u00a0 | 229 | | 203 | | 194 | | 176 |
| White collar | \u00a0 | 1,571 | | 1,562 | | 1,417 | | 1,304 |
| Blue collar | \u00a0 | 393 | | 322 | | 262 | | 199 |
| Foreign employees | | 415 | | 421 | | - | | - |
| Total | \u00a0 | 2,667 | | 2,564 | | 1,923 | | 1,727 |
The following table provides a breakdown of Group employees by company:| \u00a0 | Number as of 31 December |
| Company | 2024 | 2023 |
| Lottomatica Group | 205 | 7 |
| Gamenet | 159 | 157 |
| Lottomatica* | - | 188 |
| GBO Italy | 579 | 564 |
| Gnetwork | 80 | 39 |
| Billions | 56 | 60 |
| Agesoft | 12 | 11 |
| Jolly Group | 156 | 148 |
| New Matic** | - | 18 |
| Lottomatica Videolot Rete | 120 | 124 |
| Big Easy | 109 | 97 |
| Lottomatica UK | - | 1 |
| Slottery**** | - | 76 |
| GNet | - | 1 |
| Giocaonline | 28 | 23 |
| Lottomatica Digital Solutions | 15 | 12 |
| Ares | 10 | 9 |
| Marim | 22 | 22 |
| Ima | 1 | - |
| AB Games*** | - | 18 |
| Betflag | 105 | 84 |
| Ricreativo B | 210 | 208 |
| Dea Bendata | 5 | - |
| Macao | 2 | - |
| Planet Entertainment | 2 | - |
| PWO \u2013 Serbia branch | 385 | - |
| PWO \u2013 Austria branch | 1 | - |
| PWO \u2013 Italian Branch | 92 | - |
| PWO Malta | 29 | - |
| Bakoo | 13 | - |
| Rete Gioco Italia | 73 | - |
| SEA | 42 | - |
| Big Easy Bingo (formerly Andrea Battistini) | 156 | 25 |
| Bingo Service*** | - | 16 |
| Iris*** | - | 15 |
| Total | 2,667 | 1,923 |
* Merged into Lottomatica Group.
** Merged into Jolly Group.
*** Merged into Big Easy Bingo.
**** Merged into Big Easy.
Long-term incentive plan \u2013 Stock Option PlanOn 15 March 2023, the shareholders meeting of the Company approved the \u201cStock Option Plan 2023-2026\u201d (the \u201cPlan\u201d), effective subject to the first trading date, which provides for the assignment, on an annual basis, over a three-year period of option rights granting the right to certain members of management, identified by the Board of Directors of the Company from time to time, to subscribe to the ordinary shares of the Company. The Plan has the following objectives: (i) align the interests of the beneficiary of the Plan with those of the shareholders and investors of the Group and with the strategic plan of the Group as a whole; and (ii) incentivize the long-term retention of those members of management benefitting from the Plan.
On 15 June 2023, the Board of Directors approved the implementation of the plan regulation.
The Plan provides for the assignment to the beneficiaries of free option rights, that entitle the right to subscribe to the Company\u2019s shares according to a 1:1 ratio (i.e., each option grants the right to subscribe one share) at a determined price (the \u201cOptions\u201d), provided that the beneficiaries are still employees or directors of the Company or its subsidiaries at the time of the exercise of the Options. The Options may be assigned from 15 June 2023 until 31 December 2025. The Plan has a multiannual duration and is subdivided into three cycles, with a three-year vesting period (the \u201cVesting Period\u201d) for the Options granted under each cycle.
The Options granted to each beneficiary may be exercised within five years from the grant date. Of the shares resulting from the exercise of the Options, 20% of these will be subject to a one-year lock-up period from the end of the Vesting Period and another 20% to a two year lock-up period from the end of the Vesting Period.
Upon advice from the Appointments and Remuneration Committee, the Board of Directors, determines the total number of Options that may be assigned to beneficiaries in each cycle and may impose performance conditions to be met by the beneficiary in order for the Options to vest. The performance measurement period will ordinarily be three years.
The following table shows the movement of the Plan for the years indicated:
Forfeited during the year
Exercised during the year
of which vested and exercisable
The following table shows the details of the assigned Options:| \u00a0 | \u00a0 | \u00a0 | \u00a0 | Number of options |
| Grant date | \u00a0 | Expiry date | \u00a0 | 2024 | \u00a0 | 2023 |
| 15-jun-23 | \u00a0 | 15-jun-28 | \u00a0 | 1,950,000 | \u00a0 | 2,000,000 |
| 14-jun-24 | \u00a0 | 14-jun-29 | \u00a0 | 3,607,300 | \u00a0 | - |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | 5,557,300 | \u00a0 | 2,000,000 |
| Weighted average remaining contractual life of options outstanding at end of period | \u00a0 | 4.10 | \u00a0 | 4.46 |
8.5 Other operating costs The following table provides a breakdown of \u201cOther operating costs\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| Purchase of goods and other purchases | | (12,659) | | (8,994) |
| Taxes and sundry duties | \u00a0 | (5,550) | \u00a0 | (3,903) |
| Entertainment expenses | \u00a0 | (4,046) | \u00a0 | (4,915) |
| Fines, penalties and losses on receivables | \u00a0 | (1,232) | \u00a0 | (2,302) |
| Other expenses | | (15,990) | | (20,838) |
| Total | \u00a0 | (39,477) | \u00a0 | (40,952) |
The increase of \u201cPurchase of goods and other purchases\u201d was mainly due to the contribution of companies acquired during the year, higher expenses for the purchase of merchandising materials and modernization of betting halls as well as higher costs incurred for the production of gaming hardware.
The increase of \u201cTaxes and sundry duties\u201d was mainly due to the contribution of the acquired companies.
The decrease of \u201cOther expenses\u201d is attributable to the lower costs for the purchase of shareholdings and lower write-off costs recorded compared to the previous year.
8.6 Depreciation, amortization and impairmentsThe following table provides a breakdown of \u201cDepreciation, amortization and impairments\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023* |
| Amortization of intangible assets | | (176,104) | | (137,832) |
| of which purchase price allocation | \u00a0 | (73,079) | \u00a0 | (71,241) |
| Depreciation of property, plant and equipment | \u00a0 | (47,146) | \u00a0 | (39,256) |
| Depreciation of investment property | \u00a0 | (27) | \u00a0 | (27) |
| Impairments of property, plant and equipment and intangible assets | (244) | \u00a0 | (553) |
| Depreciation of right of use | | (20,832) | | (17,010) |
| Total | \u00a0 | (244,353) | \u00a0 | (194,678) |
* The figures for the year ended 31 December 2023 have been restated following the completion of the purchase price allocation relating to Ricreativo B S.p.A.. (see Note 7.8 above for further details). Depreciation, amortization and impairments amounted to Euro 244.4 million for the year ended 31 December 2024 (of which Euro 29.6 million related to SKS365), an increase of Euro 49.7 million compared to Euro 194.7 million for the year ended 31 December 2023.
For further details regarding movements of intangible assets, property, plant and equipment and right of use, please refer to Note 9.1, 9.3 and 9.4, respectively.
8.7 Impairment of receivables and financial assets and other (accruals) / releases The following table provides a breakdown of \u201cImpairment of receivables and financial assets\u201d and \u201cOther (accruals)/releases\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| Impairment of financial assets | | - | | (5,122) |
| (Provision) / release for impairment of receivables and financial assets | \u00a0 | (243) | \u00a0 | (2,853) |
| (Provision) / release for risks and charges | | (785) | | 1,977 |
| Total | \u00a0 | (1,028) | \u00a0 | (5,998) |
Provisions are stated net of releases. For the year ended 31 December 2023 impairment of financial assets includes the impairment of the \u201cAncona Time\u201d partnership, held by Lottomatica Videolot Rete S.p.A., of Euro 3.3 million and impairment of the convertible bonds issued by the associate iPro Inc. of Euro 1.8 million. For further details regarding movements in the \u201cProvision for impairment of receivables\u201d and the \u201cProvision for risks and charges\u201d see Notes 9.9 and 9.17 respectively.
8.8 Finance income and expenses (net)The following table provides a breakdown of \u201cFinance income and expenses (net)\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| Other interest income | | 9,038 | | 28,139 |
| Total finance income | \u00a0 | 9,038 | \u00a0 | 28,139 |
| Interest expense on May 2024 Notes | \u00a0 | (26,440) | \u00a0 | - |
| Interest expense on December 2023 Notes | | (20,317) | | (944) |
| Interest expense on June 2023 Notes | \u00a0 | (54,461) | \u00a0 | (45,344) |
| Interest expense on 2022 Notes | \u00a0 | (14,124) | \u00a0 | (34,125) |
| Interest expense on April 2021 Notes | \u00a0 | - | \u00a0 | (15,962) |
| Interest expense on July 2020 Notes | \u00a0 | - | \u00a0 | (18,627) |
| Amortized cost on May 2024 Notes | \u00a0 | (990) | \u00a0 | - |
| Amortized cost on December 2023 Notes | \u00a0 | (1,513) | \u00a0 | (65) |
| Amortized cost on June 2023 Notes | \u00a0 | (17,931) | \u00a0 | (2,919) |
| Amortized cost on 2022 Notes | \u00a0 | (7,494) | \u00a0 | (1,549) |
| Amortized cost on April 2021 Notes | \u00a0 | - | \u00a0 | (8,327) |
| Amortized cost on July 2020 Notes | \u00a0 | - | \u00a0 | (4,240) |
| IRS interest expense | \u00a0 | (22,700) | \u00a0 | (3,919) |
| Commission on sureties | \u00a0 | (10,052) | \u00a0 | (5,661) |
| Interest expense on Revolving Loan | \u00a0 | (5,689) | \u00a0 | (10,176) |
| Leasing interest expense | \u00a0 | (4,296) | \u00a0 | (3,751) |
| Interest expense on Gamma Bondco loan | \u00a0 | - | \u00a0 | (6,947) |
| Other interest expense | | (29,393) | | (57,731) |
| Total finance expenses | \u00a0 | (215,400) | \u00a0 | (220,287) |
| Net finance expenses | \u00a0 | (206,362) | \u00a0 | (192,148) |
\u201cNet finance expenses\u201d amounting to Euro 206.3 million (of which Euro 4.8 million related to SKS365) for the year ended 31 December 2024, include non-recurring finance income of Euro 6.2 million (Euro 24.4 million for the year ended 31 December 2023) and non-recurring finance expenses of Euro 58.6 million (Euro 73.1 million for the year ended 31 December 2023).
\u201cOther interest income\u201d mainly includes the interest income on the escrow accounts of Euro 6.2 million.
\u201cInterest expense on the December 2023 Notes\u201d and \u201cIRS interest expense\u201d include a total amount of Euro 10.5 million relating to the interest accrued on the December 2023 Notes (Euro 6.3 million) and the charges on the hedging derivative instruments outstanding (Euro 4.1 million), in the period prior to the completion of the SKS365 Acquisition, in addition to charges on hedging derivatives relating to the 2024 Notes Repaid (as defined below) for Euro 0.4 million.
\"Amortized cost on 2022 Notes\" and \" Amortized cost on June 2023 Notes\" includes Euro 21.3 million relating to the acceleration of the residual unamortized costs on the Notes Repaid (as defined below), which were fully expensed as a result of their early repayment.\u201cOther interest expense\u201d mainly includes the make-whole relating to the 2024 Notes Repaid (as defined below) for Euro 26.4 million.
\u201cOther interest expense\u201d also includes the effect of the amortized cost relating to the deferred portion of the purchase price consideration of Betflag for the year ended 31 December 2024 for Euro 0.7 million (Euro 2.8 million for the year ended 31 December 2023).
8.9 Share of loss of equity accounted investments The following table provides a breakdown of \u201cShare of profit (loss) of equity accounted investments\u201d: | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| Share of loss of equity accounted investments Thinkabout | | - | | (217) |
| Share of loss of equity accounted investments iPro | \u00a0 | - | \u00a0 | (6,383) |
| Share of profit/loss of equity accounted investments IMA | | 1,663 | | (2,365) |
| Total | \u00a0 | 1,663 | \u00a0 | (8,965) |
Share of profit from investments relating to IMA S.r.l. amounted to Euro 1.7 million and mainly related to the dividend distributed by the company before the acquisition of control by Marim S.r.l., which occurred in December 2024.
The following table provides a breakdown of \u201cIncome tax expense\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023* |
| Current taxes | | (88,788) | | (78,405) |
| Deferred taxes Purchase price allocation | \u00a0 | 21,071 | \u00a0 | 20,451 |
| Deferred taxes | | (9,335) | | (5,323) |
| Total | \u00a0 | (77,052) | \u00a0 | (63,277) |
* The figures for the year ended 31 December 2023 have been restated following the completion of the purchase price allocation relating to Ricreativo B S.p.A., (see Note 7.8 above for further details).
From 2022, the Company became the Group\u2019s tax consolidating entity for the three-year period 2022-2024.
Deferred taxes mainly include:\u25cfthe release of deferred tax expenses related to the purchase price allocation for Euro 21.1 million;
\u25cfthe release of deferred tax expenses on temporary differences for Euro 9.3 million.
\"Current taxes\", \"Deferred taxes on purchase price allocation\" and \u201cDeferred taxes\u201d increased by Euro 10.4 million, Euro 0.6 million and Euro 4.0 million respectively compared to the previous year mainly due to the acquisition of Ricreativo B S.p.A. and SKS Malta Holding Limited.
The following table shows the reconciliation between the theoretical tax charge and the reported tax expense for the period: | Tax rate reconciliation 2024 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| IRES | \u00a0 | Taxable | \u00a0 | Tax |
| Profit before tax | \u00a0 | 180,891 | \u00a0 | |
| Consolidation adjustment (taxable) | \u00a0 | 923,214 | \u00a0 | |
| Aggregate pre-tax result | \u00a0 | 1,104,105 | \u00a0 | |
| Theoretical income tax charge | \u00a0 | 24% | \u00a0 | 264,985 |
| Increasing differences | \u00a0 | 82,330 | \u00a0 | 19,759 |
| Decreasing differences | \u00a0 | (916,111) | \u00a0 | (219,867) |
| Other | \u00a0 | 3,547 | \u00a0 | 851 |
| Net effect | \u00a0 | (830,234) | \u00a0 | (199,256) |
| Total (A) | \u00a0 | | \u00a0 | 65,729 |
| Adjustments from previous years (B) | \u00a0 | | \u00a0 | 471 |
| Italian Regional tax on productive activity (IRAP) (C) | \u00a0 | | \u00a0 | 23,945 |
| Deferred taxes effect (D) | \u00a0 | | \u00a0 | (11,737) |
| Tax effect on consolidation adjustments (E) | \u00a0 | | \u00a0 | (1,356) |
| Effective income tax charge (A+B+C+D+E) | \u00a0 | | \u00a0 | 77,052 |
| Tax rate reconciliation 2023 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| IRES | \u00a0 | Taxable | \u00a0 | Tax |
| Profit before tax | \u00a0 | 137,139 | \u00a0 | \u00a0 |
| Consolidation adjustment (taxable) | \u00a0 | 146,258 | \u00a0 | \u00a0 |
| Aggregate pre-tax result | \u00a0 | 283,397 | \u00a0 | \u00a0 |
| Theoretical income tax charge | \u00a0 | 24% | \u00a0 | 68,015 |
| Increasing differences | \u00a0 | 52,144 | \u00a0 | 12,515 |
| Decreasing differences | \u00a0 | (79,678) | \u00a0 | (19,123) |
Adjustments from previous years (B)
Italian Regional tax on productive activity (IRAP) (C)
Deferred taxes effect (D)
Tax effect on consolidation adjustments (E)
Effective income tax charge (A+B+C+D+E)
",
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}
},
"v1-page203-cflshid_88607-tag69517": {
"value": "The following table provides a breakdown of \u201cCost of services\u201d:
For the year ended 31 December
Distribution network compensation
Fee on gaming platform licenses
Bank and insurance expenses
Marketing and advertising
Utility costs, postal and logistics costs, security services
Tax, administrative and legal consultancy costs
Technical assistance and network management
Board of Directors remunerations and costs
For the year ended 31 December
Distribution network compensation
Fee on gaming platform licenses
Bank and insurance expenses
Marketing and advertising
Utility costs, postal and logistics costs, security services
Tax, administrative and legal consultancy costs
Technical assistance and network management
Board of Directors remunerations and costs
The following table provides a breakdown \u201cRight of use\u201d:
| (In thousands of Euro) | Land, Buildings and Offices | Gaming halls | Vehicles | Other | Right of Use |
| Balance as of 31 December 2022 | 15,098 | 44,441 | 2,174 | 340 | 62,053 |
| Business Combination | | | | | |
| Ricreativo B | 2,066 | 2,796 | 402 | 2,309 | 7,573 |
| Bingo Service | - | 237 | - | - | 237 |
| Iris | - | 145 | - | - | 145 |
| Depreciation | (3,323) | (11,686) | (1,365) | (636) | (17,010) |
| Additions | 647 | 15,674 | 3,293 | - | 19,614 |
| Disposal | - | (3,055) | (2) | - | (3,057) |
| Other movements | (1,671) | 1,671 | 2 | (2) | - |
| Balance as of 31 December 2023 | 12,817 | 50,223 | 4,504 | 2,011 | 69,555 |
| Business Combination | | | | | |
| Kristal Palace | - | 1,890 | - | - | 1,890 |
| Galletto Fortunato | - | 475 | - | - | 475 |
| SKS365 Acquisition | 77 | 3,263 | 43 | - | 3,383 |
| Bakoo | 187 | - | - | - | 187 |
| Rete Gioco Italia | 730 | - | 108 | - | 838 |
| SEA | - | 494 | - | - | 494 |
| Depreciation | (4,164) | (13,607) | (2,670) | (391) | (20,832) |
| Additions | 6,407 | 13,335 | 5,152 | - | 24,894 |
| Disposal | (866) | (4,041) | (26) | (1,553) | (6,486) |
| Balance as of 31 December 2024 | 15,188 | 52,032 | 7,111 | 67 | 74,398 |
The increase for the 2024 relates to: (i) acquisitions during the period; (ii) the renewal of some lease agreements; (iii) the increase in rents due to ISTAT increases which led to the recalculation of the value of the assets; and (iv) new lease contracts.
The following table provides a breakdown of \u201cPayables for leasing\u201d:
Balance as of 31 December 2022 Leasing financial expenses Balance as of 31 December 2023
Leasing financial expenses
Balance as of 31 December 2024
9.16 Current and non-current financial liabilitiesThe following table provides a breakdown of \u201cCurrent and non-current financial liabilities\u201d:
| \u00a0 | \u00a0 | As of 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| May 2024 Notes | | 890,096 | | - |
| December 2023 Notes | \u00a0 | 487,737 | \u00a0 | 486,188 |
| June 2023 Notes | \u00a0 | 556,258 | \u00a0 | 1,088,327 |
| 2022 Notes | \u00a0 | - | \u00a0 | 342,506 |
| Accrued interest \u2013 May 2024 Notes | \u00a0 | 3,652 | \u00a0 | - |
| Accrued interest \u2013 December 2023 Notes | \u00a0 | 1,707 | \u00a0 | 944 |
| Accrued interest \u2013 June 2023 Notes | \u00a0 | 3,355 | \u00a0 | 6,156 |
| Accrued interest \u2013 2022 Notes | \u00a0 | - | \u00a0 | 15,641 |
| Payables for leasing | \u00a0 | 81,169 | \u00a0 | 75,908 |
| Put option liability | \u00a0 | 56,614 | \u00a0 | 49,518 |
| Payables for acquisitions | \u00a0 | 51,129 | \u00a0 | 93,868 |
| Bank borrowings | \u00a0 | 2,561 | \u00a0 | 4,384 |
| Interest Rate Swap liabilities | \u00a0 | 13,147 | \u00a0 | 8,937 |
| Other financial payables | | 1,402 | | 13,713 |
| Total | \u00a0 | 2,148,827 | \u00a0 | 2,186,090 |
\u201cCurrent and non-current financial liabilities\u201d included: \u25cfnotes issued on 1 June 2023, 14 December 2023 and 29 May 2024 for principal amounts of Euro 565 million, Euro 500 million and Euro 900 million respectively, recognized at amortized cost. Transaction costs incurred for the main part included professional fees related to the notes issue as well as the discount on issue (the latter in relation to the December 2023 Notes). It should be noted that during 2024, Lottomatica S.p.A. (merged into the Company during 2024) early repaid the notes issued on 27 September 2022 and the floating portion signed on 1 June 2023 for a total of Euro 900 million; \u25cfbank borrowings mainly relating to existing financing of Ricreativo B for Euro 2.1 million;
\u25cfthe Interest Rate Swap liability, mainly related to the fair value of the derivative contracts of a total notional amount of Euro 775 million to partially hedge the risk linked to a potential change in the interest rate of the floating rate May 2024 and December 2023 Notes (as defined below). The total fair value is a negative amount of Euro 11.4 million as of 31 December 2024. The cash flow hedge reserve is negative, net of the related tax effect, for Euro 8.7 million as of 31 December 2024 (negative for Euro 5.7 million as of 31 December 2023);
\u25cfthe put option liability, recognized at its present value of Euro 56.6 million as of 31 December 2024 (Euro 49.5 million as of 31 December 2023), based on the best estimate of the disbursement to acquire the residual share capital from non-controlling shareholders;
\u25cfthe remaining payables outstanding in relation to the acquisitions of Goldbet (now GBO Italy), Ricreativo B, Rete Gioco Italia, Sea and the acquisition of certain businesses.With regard to the acquisition of GoldBet (now GBO Italy), the payable relating to the deferred price component amounted to Euro 27.6 million as of 31 December 2024 (Euro 29.7 million as of 31 December 2023), of which Euro 5 million deposited in an escrow account.
It should be noted that Euro 2.4 million was paid on 4 December 2024.
The payable relating to the deferred price component for the acquisition of Rete Gioco Italia S.r.l. amounted to Euro 5.7 million as of 31 December 2024.
The payable relating to the deferred price component for the acquisition of Ricreativo B amounted to Euro 2.5 million as of 31 December 2024. The repayment of this payable is expected in 24 monthly instalments from the date of completion of the acquisition.
The payable relating to the deferred price components of the acquisitions of Sea S.r.l. amounted to Euro 2.2 million as of 31 December 2024.
The payable relating to the deferred price components of other acquisitions amounted to Euro 13.1 million as of 31 December 2024.
\u25cfpayables relating to the lease liabilities recognized following the adoption of IFRS 16, representing the present value of the remaining lease payments as of 31 December 2024, including accrued finance expenses and charges contractually provided for as of such date. For further details see Note 2.4.20.7 above.
\u25cfOther payables, amounting to Euro 1.4 million as of 31 December 2024. The item amounted to Euro 13.7 million as of 31 December 2023 and are mainly related to commitment fees on the bridge facility and the payables for underwriting fees incurred for the issuance of the December 2023 Notes.
There are no non-current financial liabilities due over 5 years, other than the December 2023 Notes, the May 2024 Notes and a residual part of lease liabilities.
The following table provides a summary of key information relating to financial liabilities:
| (In thousands of Euro) | \u00a0 | As of 31 December 2024 | \u00a0 | of which current | \u00a0 | As of 31 December 2023 | \u00a0 | of which current |
| Notes | | 1,934,091 | \u00a0 | - | | 1,917,021 | | - |
| Accrued interest on Notes | \u00a0 | 8,714 | \u00a0 | 8,714 | \u00a0 | 22,741 | \u00a0 | 22,741 |
| Payables for acquisitions | \u00a0 | 51,129 | \u00a0 | 46,840 | \u00a0 | 93,868 | \u00a0 | 90,159 |
| Payables for leasing | \u00a0 | 81,169 | \u00a0 | 21,552 | \u00a0 | 75,908 | \u00a0 | 18,592 |
| Put option liability | \u00a0 | 56,614 | \u00a0 | 18,348 | \u00a0 | 49,518 | \u00a0 | 16,861 |
| Interest Rate Swap liabilities | \u00a0 | 13,147 | \u00a0 | 1,740 | \u00a0 | 8,937 | \u00a0 | 1,398 |
| Bank borrowings | \u00a0 | 2,561 | \u00a0 | 1,795 | \u00a0 | 4,384 | \u00a0 | 2,329 |
| Other financial payables | | 1,402 | \u00a0 | 1,402 | | 13,713 | | 13,713 |
| Total | \u00a0 | 2,148,827 | \u00a0 | 100,391 | \u00a0 | 2,186,090 | \u00a0 | 165,793 |
The following table provides changes in liabilities arising from financing activities as required by IAS7:| (In thousands of Euro) | \u00a0 | As of 31 December 2023 | \u00a0 | Cash flow from financing activities | \u00a0 | Non-cash changes | \u00a0 | As of 31 December 2024 |
| Notes | | 1,917,021 | | (10,857) | | 27,927 | | 1,934,091 |
| Accrued interest on Notes | \u00a0 | 22,741 | \u00a0 | (129,370) | \u00a0 | 115,343 | \u00a0 | 8,714 |
| Payables for acquisitions | \u00a0 | 93,868 | \u00a0 | (60,852) | \u00a0 | 18,113 | \u00a0 | 51,129 |
| Payables for leasing | \u00a0 | 75,908 | \u00a0 | (24,676) | \u00a0 | 29,937 | \u00a0 | 81,169 |
| Put option liability | \u00a0 | 49,518 | \u00a0 | - | \u00a0 | 7,096 | \u00a0 | 56,614 |
| Interest Rate Swap liabilities | \u00a0 | 8,937 | \u00a0 | (22,357) | \u00a0 | 26,567 | \u00a0 | 13,147 |
| Bank borrowings | \u00a0 | 4,384 | \u00a0 | (2,871) | \u00a0 | 1,048 | \u00a0 | 2,561 |
| Other financial payables | | 13,713 | | (13,793) | | 1,482 | | 1,402 |
| Total | \u00a0 | 2,186,090 | \u00a0 | (264,776) | \u00a0 | 227,513 | \u00a0 | 2,148,827 |
| (In thousands of Euro) | \u00a0 | As of 31 December 2022 | \u00a0 | Cash flow from financing activities | \u00a0 | Non-cash changes | \u00a0 | As of 31 December 2023 |
| Notes | | 1,543,390 | | 366,606 | | 7,025 | | 1,917,021 |
| Accrued interest on Notes | \u00a0 | 35,913 | | (128,173) | | 115,001 | | 22,741 |
| Gamma Bondco loan | | 250,000 | | (250,000) | | - | | - |
| Accrued interest on Gamma Bondco Loan | | 23,375 | | (30,322) | | 6,947 | | - |
| Payables for acquisitions | \u00a0 | 94,284 | | (21,532) | | 21,116 | | 93,868 |
| Payables for leasing | \u00a0 | 68,215 | | (20,363) | | 28,056 | | 75,908 |
| Put option liability | \u00a0 | 1,773 | | - | | 47,745 | | 49,518 |
| Interest Rate Swap liabilities | \u00a0 | 81 | | (2,602) | | 11,458 | | 8,937 |
| Bank borrowings | \u00a0 | 840 | | (1,436) | | 4,980 | | 4,384 |
| Other financial payables | | - | | (1,981) | | 15,694 | | 13,713 |
| Total | \u00a0 | 2,017,871 | | (89,803) | | 258,022 | | 2,186,090 |
The following table provides a breakdown of \u201cPersonnel expenses\u201d:
For the year ended 31 December
| Social security contributions | \u00a0 | (26,080) | \u00a0 | (21,131) |
| Other personnel costs | | (9,542) | | (6,397) |
| Total | \u00a0 | (135,503) | \u00a0 | (98,378) |
Personnel expenses amounted to Euro 135.5 million for the year ended 31 December 2024 (of which Euro 18.4 million related to SKS365), an increase of Euro 37.1 million compared to Euro 98.4 million for the year ended 31 December 2023.
\u201cRemuneration\u201d, \u201cSocial security contributions\u201d and \u201cOther personnel costs\u201d are stated net of capitalized personnel expenses linked to internal software development, totaling Euro 16.0 million for the year ended 31 December 2024 (Euro 12.4 million for the year ended 31 December 2023).
The item also includes the charge related to the long-term incentive plan amounting to Euro 1.3 million for the year ended 31 December 2024.
The following table shows Group employee numbers by category:
| \u00a0 | \u00a0 | Number as of 31 December 2024 | \u00a0 | Average number 2024 | \u00a0 | Number as of 31 December 2023 | \u00a0 | Average number 2023 |
| Executives | | 59 | | 56 | | 50 | | 48 |
| Middle managers | \u00a0 | 229 | | 203 | | 194 | | 176 |
| White collar | \u00a0 | 1,571 | | 1,562 | | 1,417 | | 1,304 |
| Blue collar | \u00a0 | 393 | | 322 | | 262 | | 199 |
| Foreign employees | | 415 | | 421 | | - | | - |
| Total | \u00a0 | 2,667 | | 2,564 | | 1,923 | | 1,727 |
| \u00a0 | Number as of 31 December |
| Company | 2024 | 2023 |
| Lottomatica Group | 205 | 7 |
| Gamenet | 159 | 157 |
| Lottomatica* | - | 188 |
| GBO Italy | 579 | 564 |
| Gnetwork | 80 | 39 |
| Billions | 56 | 60 |
| Agesoft | 12 | 11 |
| Jolly Group | 156 | 148 |
| New Matic** | - | 18 |
| Lottomatica Videolot Rete | 120 | 124 |
| Big Easy | 109 | 97 |
| Lottomatica UK | - | 1 |
| Slottery**** | - | 76 |
| GNet | - | 1 |
| Giocaonline | 28 | 23 |
| Lottomatica Digital Solutions | 15 | 12 |
| Ares | 10 | 9 |
| Marim | 22 | 22 |
| Ima | 1 | - |
| AB Games*** | - | 18 |
| Betflag | 105 | 84 |
| Ricreativo B | 210 | 208 |
| Dea Bendata | 5 | - |
| Macao | 2 | - |
| Planet Entertainment | 2 | - |
| PWO \u2013 Serbia branch | 385 | - |
| PWO \u2013 Austria branch | 1 | - |
| PWO \u2013 Italian Branch | 92 | - |
| PWO Malta | 29 | - |
| Bakoo | 13 | - |
| Rete Gioco Italia | 73 | - |
| SEA | 42 | - |
| Big Easy Bingo (formerly Andrea Battistini) | 156 | 25 |
| Bingo Service*** | - | 16 |
| Iris*** | - | 15 |
| Total | 2,667 | 1,923 |
* Merged into Lottomatica Group.
** Merged into Jolly Group.
*** Merged into Big Easy Bingo.
**** Merged into Big Easy",
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"v1-page206-cflshid_90017-tag69560": {
"value": "Long-term incentive plan \u2013 Stock Option PlanOn 15 March 2023, the shareholders meeting of the Company approved the \u201cStock Option Plan 2023-2026\u201d (the \u201cPlan\u201d), effective subject to the first trading date, which provides for the assignment, on an annual basis, over a three-year period of option rights granting the right to certain members of management, identified by the Board of Directors of the Company from time to time, to subscribe to the ordinary shares of the Company. The Plan has the following objectives: (i) align the interests of the beneficiary of the Plan with those of the shareholders and investors of the Group and with the strategic plan of the Group as a whole; and (ii) incentivize the long-term retention of those members of management benefitting from the Plan.
On 15 June 2023, the Board of Directors approved the implementation of the plan regulation.
The Plan provides for the assignment to the beneficiaries of free option rights, that entitle the right to subscribe to the Company\u2019s shares according to a 1:1 ratio (i.e., each option grants the right to subscribe one share) at a determined price (the \u201cOptions\u201d), provided that the beneficiaries are still employees or directors of the Company or its subsidiaries at the time of the exercise of the Options. The Options may be assigned from 15 June 2023 until 31 December 2025. The Plan has a multiannual duration and is subdivided into three cycles, with a three-year vesting period (the \u201cVesting Period\u201d) for the Options granted under each cycle.
The Options granted to each beneficiary may be exercised within five years from the grant date. Of the shares resulting from the exercise of the Options, 20% of these will be subject to a one-year lock-up period from the end of the Vesting Period and another 20% to a two year lock-up period from the end of the Vesting Period.
Upon advice from the Appointments and Remuneration Committee, the Board of Directors, determines the total number of Options that may be assigned to beneficiaries in each cycle and may impose performance conditions to be met by the beneficiary in order for the Options to vest. The performance measurement period will ordinarily be three years.
The following table shows the movement of the Plan for the years indicated:
Forfeited during the year
Exercised during the year
of which vested and exercisable
The following table shows the details of the assigned Options:| \u00a0 | \u00a0 | \u00a0 | \u00a0 | Number of options |
| Grant date | \u00a0 | Expiry date | \u00a0 | 2024 | \u00a0 | 2023 |
| 15-jun-23 | \u00a0 | 15-jun-28 | \u00a0 | 1,950,000 | \u00a0 | 2,000,000 |
| 14-jun-24 | \u00a0 | 14-jun-29 | \u00a0 | 3,607,300 | \u00a0 | - |
| \u00a0 | \u00a0 | \u00a0 | \u00a0 | 5,557,300 | \u00a0 | 2,000,000 |
| Weighted average remaining contractual life of options outstanding at end of period | \u00a0 | 4.10 | \u00a0 | 4.46 |
9.15 Employee benefit liabilities The following table provides a breakdown of \u201cEmployee benefit liabilities\u201d:
| (In thousands of Euro) | \u00a0 | \u00a0 |
| Employee benefit liabilities | | Total |
| Balance as of 31 December 2022 | \u00a0 | 17,979 |
| Business combination | \u00a0 | 2,047 |
| Service cost | \u00a0 | 2,792 |
| Interest cost | \u00a0 | 707 |
| Advances and benefits paid | \u00a0 | (1,335) |
| Actuarial gains/(losses) | \u00a0 | (174) |
| Balance as of 31 December 2023 | \u00a0 | 22,016 |
| Business combination | \u00a0 | 2,932 |
| Service cost | \u00a0 | 3,363 |
| Interest cost | \u00a0 | 765 |
| Advances and benefits paid | \u00a0 | (1,938) |
| Actuarial gains/(losses) | \u00a0 | (408) |
| Balance as of 31 December 2024 | \u00a0 | 26,730 |
The increases for the year ended 31 December 2024 are mainly related to the integration of SKS365 and Rete Gioco Italia into the scope of consolidation, while the decreases are related to advance and benefits paid (in the event of disposals or retirements) which occurred during 2024.
The following tables detail the main financial and demographic assumptions adopted in the actuarial calculations:
| \u00a0 | \u00a0 | As of 31 December |
| Financial assumptions | \u00a0 | 2024 | 2023 |
| Discount rate | \u00a0 | 3.38% | 3.17% |
| Inflation rate | \u00a0 | 2.00% | 2.00% |
| Annual TFR increase | \u00a0 | 3.00% | 3.00% |
| Annual salary increase | | Executives 2.50% | Executives 2.50% |
| Middle managers 1.00% | Middle managers 1.00% |
| White collar 1.00% | White collar 1.00% |
| \u00a0 | Blue collar 1.00% | Blue collar 1.00% |
| Demographic assumptions | \u00a0 | \u00a0 |
| Mortality rate | \u00a0 | ISTAT 2022 |
| Disability | \u00a0 | INPS (social security) tables by age and gender |
| Retirement | | 100% on reaching AGO requirements |
| Annual turnover and frequency of advance payments | \u00a0 | |
| Frequency of advance payments | \u00a0 | 0.50% |
| Turnover rate | \u00a0 | 10.00% |
The following table shows the results of sensitivity analyses performed for each actuarial assumption, highlighting the effects (in absolute terms) that would have occurred upon reasonable possible changes, as of 31 December 2024, in actuarial assumptions:
| (In thousands of Euro) | \u00a0 | \u00a0 |
| Change in assumption | \u00a0 | Amount |
| Turnover rate +1.00% | \u00a0 | 26,768 |
| Turnover rate -1.00% | \u00a0 | 26,620 |
| Inflation rate +0.25% | \u00a0 | 27,048 |
| Inflation rate -0.25% | \u00a0 | 26,356 |
| Discount rate +0.25% | \u00a0 | 26,260 |
| Discount rate -0.25% | \u00a0 | 27,151 |
The average financial duration of the obligation as of 31 December 2024 was 10.5 years. The following table provides a summary overview of expected plan disbursements: | Expected disbursements | \u00a0 | \u00a0 |
| Years | \u00a0 | (In thousands of Euro) |
| 1 | \u00a0 | 3,897 |
| 2 | \u00a0 | 3,427 |
| 3 | \u00a0 | 3,313 |
| 4 | \u00a0 | 3,525 |
3,512",
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"v1-page207-cflshid_90498-tag69520": {
"value": "8.5 Other operating costs The following table provides a breakdown of \u201cOther operating costs\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| Purchase of goods and other purchases | | (12,659) | | (8,994) |
| Taxes and sundry duties | \u00a0 | (5,550) | \u00a0 | (3,903) |
| Entertainment expenses | \u00a0 | (4,046) | \u00a0 | (4,915) |
| Fines, penalties and losses on receivables | \u00a0 | (1,232) | \u00a0 | (2,302) |
| Other expenses | | (15,990) | | (20,838) |
| Total | \u00a0 | (39,477) | \u00a0 | (40,952) |
The increase of \u201cPurchase of goods and other purchases\u201d was mainly due to the contribution of companies acquired during the year, higher expenses for the purchase of merchandising materials and modernization of betting halls as well as higher costs incurred for the production of gaming hardware.
The increase of \u201cTaxes and sundry duties\u201d was mainly due to the contribution of the acquired companies.
The decrease of \u201cOther expenses\u201d is attributable to the lower costs for the purchase of shareholdings and lower write-off costs recorded compared to the previous year.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfOtherOperatingExpenseExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page208-cflshid_90839-tag69521": {
"value": "8.6Depreciation, amortization and impairmentsThe following table provides a breakdown of \u201cDepreciation, amortization and impairments\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023* |
| Amortization of intangible assets | | (176,104) | | (137,832) |
| of which purchase price allocation | \u00a0 | (73,079) | \u00a0 | (71,241) |
| Depreciation of property, plant and equipment | \u00a0 | (47,146) | \u00a0 | (39,256) |
| Depreciation of investment property | \u00a0 | (27) | \u00a0 | (27) |
| Impairments of property, plant and equipment and intangible assets | (244) | \u00a0 | (553) |
| Depreciation of right of use | | (20,832) | | (17,010) |
| Total | \u00a0 | (244,353) | \u00a0 | (194,678) |
* The figures for the year ended 31 December 2023 have been restated following the completion of the purchase price allocation relating to Ricreativo B S.p.A.. (see Note 7.8 above for further details). Depreciation, amortization and impairments amounted to Euro 244.4 million for the year ended 31 December 2024 (of which Euro 29.6 million related to SKS365), an increase of Euro 49.7 million compared to Euro 194.7 million for the year ended 31 December 2023.
For further details regarding movements of intangible assets, property, plant and equipment and right of use, please refer to Note 9.1, 9.3 and 9.4, respectively.
8.7 Impairment of receivables and financial assets and other (accruals) / releases The following table provides a breakdown of \u201cImpairment of receivables and financial assets\u201d and \u201cOther (accruals)/releases\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| Impairment of financial assets | | - | | (5,122) |
| (Provision) / release for impairment of receivables and financial assets | \u00a0 | (243) | \u00a0 | (2,853) |
| (Provision) / release for risks and charges | | (785) | | 1,977 |
| Total | \u00a0 | (1,028) | \u00a0 | (5,998) |
Provisions are stated net of releases. For the year ended 31 December 2023 impairment of financial assets includes the impairment of the \u201cAncona Time\u201d partnership, held by Lottomatica Videolot Rete S.p.A., of Euro 3.3 million and impairment of the convertible bonds issued by the associate iPro Inc. of Euro 1.8 million. For further details regarding movements in the \u201cProvision for impairment of receivables\u201d and the \u201cProvision for risks and charges\u201d see Notes 9.9 and 9.17 respectively.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDepreciationAndAmortisationExpenseExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page208-cflshid_90837-tag69563": {
"value": "8.7 Impairment of receivables and financial assets and other (accruals) / releases The following table provides a breakdown of \u201cImpairment of receivables and financial assets\u201d and \u201cOther (accruals)/releases\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| Impairment of financial assets | | - | | (5,122) |
| (Provision) / release for impairment of receivables and financial assets | \u00a0 | (243) | \u00a0 | (2,853) |
| (Provision) / release for risks and charges | | (785) | | 1,977 |
| Total | \u00a0 | (1,028) | \u00a0 | (5,998) |
Provisions are stated net of releases. For the year ended 31 December 2023 impairment of financial assets includes the impairment of the \u201cAncona Time\u201d partnership, held by Lottomatica Videolot Rete S.p.A., of Euro 3.3 million and impairment of the convertible bonds issued by the associate iPro Inc. of Euro 1.8 million. For further details regarding movements in the \u201cProvision for impairment of receivables\u201d and the \u201cProvision for risks and charges\u201d see Notes 9.9 and 9.17 respectively| (In thousands of Euro) | As of 31 December 2023 | Changes in the scope of consolidation | Charges/ releases to the income statement | Charges/ releases to the statement of comprehensive income | Other movements | As of 31 December 2024 |
| Deferred tax assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Provisions for risks and charges | 1,105 | 8 | 230 | - | - | 1,343 |
| Allowance for doubtful receivables | 8,352 | - | (1,812) | - | - | 6,540 |
| Tangible and intangible assets | 6,556 | 1,086 | (3,175) | - | - | 4,467 |
| Tax losses | 2,739 | 13,781 | (3,522) | - | - | 12,998 |
| IFRS 16 | 327 | - | (30) | - | - | 297 |
| Cash flow hedge reserve | 1,824 | - | - | 928 | - | 2,752 |
| Other | 2,946 | - | (1,205) | - | 69 | 1,810 |
| Total deferred tax assets | 23,849 | 14,875 | (9,514) | 928 | 69 | 30,207 |
| Deferred tax liabilities | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Intralot trademark software and right to use | (765) | - | 314 | - | - | (451) |
| PPA | (127,889) | (63,445) | 20,757 | - | - | (170,577) |
| Employee benefit liabilities | (646) | - | - | (98) | - | (744) |
| Other | 69 | - | - | - | (69) | - |
| Total deferred tax liabilities | (129,231) | (63,445) | 21,071 | (98) | (69) | (171,772) |
| Total deferred tax liabilities, net | (105,382) | (48,570) | 11,557 | 830 | . | (141,565) |
| (In thousands of Euro) | As of 31 December 2022 | Changes in the scope of consolidation | Charges/ releases to the income statement | Charges/ releases to the statement of comprehensive income | Other movements | As of 31 December 2023 |
| Deferred tax assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Provisions for risks and charges | 3,916 | - | (1,930) | - | (881) | 1,105 |
| Allowance for doubtful receivables | 8,389 | - | 261 | - | (298) | 8,352 |
| Tangible and intangible assets | 11,518 | 47 | (2,913) | - | (2,096) | 6,556 |
| Tax losses | 1,956 | - | 4 | - | 779 | 2,739 |
| Put Jolly | 397 | - | (432) | - | 35 | - |
| IFRS 16 | 284 | - | 43 | - | - | 327 |
| Cash flow hedge reserve | - | - | - | 1,824 | - | 1,824 |
| Other | 2,524 | - | (356) | - | 778 | 2,946 |
| Total deferred tax assets | 28,984 | 47 | (5,323) | 1,824 | (1,683) | 23,849 |
| Deferred tax liabilities | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Intralot trademark software and right to use | (437) | - | 314 | - | (642) | (765) |
| PPA | (143,761) | (4,235) | 19,996 | - | 111 | (127,889) |
| Employee benefit liabilities | (604) | - | - | (42) | - | (646) |
| Cash flow hedge reserve | (5,663) | - | - | 5,663 | - | - |
| Other | (2,125) | - | - | - | 2,194 | 69 |
| Total deferred tax liabilities | (152,590) | (4,235) | 20,310 | 5,621 | 1,663 | (129,231) |
| Total deferred tax liabilities, net | (123,606) | (4,188) | 14,987 | 7,445 | (20) | (105,382) |
9.17 Provisions for risks and charges The following table provides a breakdown of \u201cProvisions for risks and charges\u201d:
| (In thousands of Euro) | \u00a0 | Total |
| Balance as of 31 December 2022 | \u00a0 | 27,845 |
| Business combination | | 107 |
| Provisions/ (Releases) | \u00a0 | (1,977) |
| Reclassifications | \u00a0 | (5,041) |
| Other movements | | (16,043) |
| Balance as of 31 December 2023 | \u00a0 | 4,891 |
| Business combination | | 6,709 |
| Provisions/ (Releases) | \u00a0 | 785 |
| Utilizations | \u00a0 | (58) |
| Other movements | | (6,163) |
| Balance as of 31 December 2024 | \u00a0 | 6,164 |
8.8 Finance income and expenses (net)The following table provides a breakdown of \u201cFinance income and expenses (net)\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| Other interest income | | 9,038 | | 28,139 |
| Total finance income | \u00a0 | 9,038 | \u00a0 | 28,139 |
| Interest expense on May 2024 Notes | \u00a0 | (26,440) | \u00a0 | - |
| Interest expense on December 2023 Notes | | (20,317) | | (944) |
| Interest expense on June 2023 Notes | \u00a0 | (54,461) | \u00a0 | (45,344) |
| Interest expense on 2022 Notes | \u00a0 | (14,124) | \u00a0 | (34,125) |
| Interest expense on April 2021 Notes | \u00a0 | - | \u00a0 | (15,962) |
| Interest expense on July 2020 Notes | \u00a0 | - | \u00a0 | (18,627) |
| Amortized cost on May 2024 Notes | \u00a0 | (990) | \u00a0 | - |
| Amortized cost on December 2023 Notes | \u00a0 | (1,513) | \u00a0 | (65) |
| Amortized cost on June 2023 Notes | \u00a0 | (17,931) | \u00a0 | (2,919) |
| Amortized cost on 2022 Notes | \u00a0 | (7,494) | \u00a0 | (1,549) |
| Amortized cost on April 2021 Notes | \u00a0 | - | \u00a0 | (8,327) |
| Amortized cost on July 2020 Notes | \u00a0 | - | \u00a0 | (4,240) |
| IRS interest expense | \u00a0 | (22,700) | \u00a0 | (3,919) |
| Commission on sureties | \u00a0 | (10,052) | \u00a0 | (5,661) |
| Interest expense on Revolving Loan | \u00a0 | (5,689) | \u00a0 | (10,176) |
| Leasing interest expense | \u00a0 | (4,296) | \u00a0 | (3,751) |
| Interest expense on Gamma Bondco loan | \u00a0 | - | \u00a0 | (6,947) |
| Other interest expense | | (29,393) | | (57,731) |
| Total finance expenses | \u00a0 | (215,400) | \u00a0 | (220,287) |
| Net finance expenses | \u00a0 | (206,362) | \u00a0 | (192,148) |
\u201cNet finance expenses\u201d amounting to Euro 206.3 million (of which Euro 4.8 million related to SKS365) for the year ended 31 December 2024, include non-recurring finance income of Euro 6.2 million (Euro 24.4 million for the year ended 31 December 2023) and non-recurring finance expenses of Euro 58.6 million (Euro 73.1 million for the year ended 31 December 2023).
\u201cOther interest income\u201d mainly includes the interest income on the escrow accounts of Euro 6.2 million.
\u201cInterest expense on the December 2023 Notes\u201d and \u201cIRS interest expense\u201d include a total amount of Euro 10.5 million relating to the interest accrued on the December 2023 Notes (Euro 6.3 million) and the charges on the hedging derivative instruments outstanding (Euro 4.1 million), in the period prior to the completion of the SKS365 Acquisition, in addition to charges on hedging derivatives relating to the 2024 Notes Repaid (as defined below) for Euro 0.4 million.
\"Amortized cost on 2022 Notes\" and \" Amortized cost on June 2023 Notes\" includes Euro 21.3 million relating to the acceleration of the residual unamortized costs on the Notes Repaid (as defined below), which were fully expensed as a result of their early repayment.\u201cOther interest expense\u201d mainly includes the make-whole relating to the 2024 Notes Repaid (as defined below) for Euro 26.4 million.
\u201cOther interest expense\u201d also includes the effect of the amortized cost relating to the deferred portion of the purchase price consideration of Betflag for the year ended 31 December 2024 for Euro 0.7 million (Euro 2.8 million for the year ended 31 December 2023).
8.9 Share of loss of equity accounted investments The following table provides a breakdown of \u201cShare of profit (loss) of equity accounted investments\u201d: | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| Share of loss of equity accounted investments Thinkabout | | - | | (217) |
| Share of loss of equity accounted investments iPro | \u00a0 | - | \u00a0 | (6,383) |
| Share of profit/loss of equity accounted investments IMA | | 1,663 | | (2,365) |
| Total | \u00a0 | 1,663 | \u00a0 | (8,965) |
Share of profit from investments relating to IMA S.r.l. amounted to Euro 1.7 million and mainly related to the dividend distributed by the company before the acquisition of control by Marim S.r.l., which occurred in December 2024.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinanceIncomeExplanatory",
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"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page209-cflshid_91264-tag69522": {
"value": "The following table provides a breakdown of \u201cFinance income and expenses (net)\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| Other interest income | | 9,038 | | 28,139 |
| Total finance income | \u00a0 | 9,038 | \u00a0 | 28,139 |
| Interest expense on May 2024 Notes | \u00a0 | (26,440) | \u00a0 | - |
| Interest expense on December 2023 Notes | | (20,317) | | (944) |
| Interest expense on June 2023 Notes | \u00a0 | (54,461) | \u00a0 | (45,344) |
| Interest expense on 2022 Notes | \u00a0 | (14,124) | \u00a0 | (34,125) |
| Interest expense on April 2021 Notes | \u00a0 | - | \u00a0 | (15,962) |
| Interest expense on July 2020 Notes | \u00a0 | - | \u00a0 | (18,627) |
| Amortized cost on May 2024 Notes | \u00a0 | (990) | \u00a0 | - |
| Amortized cost on December 2023 Notes | \u00a0 | (1,513) | \u00a0 | (65) |
| Amortized cost on June 2023 Notes | \u00a0 | (17,931) | \u00a0 | (2,919) |
| Amortized cost on 2022 Notes | \u00a0 | (7,494) | \u00a0 | (1,549) |
| Amortized cost on April 2021 Notes | \u00a0 | - | \u00a0 | (8,327) |
| Amortized cost on July 2020 Notes | \u00a0 | - | \u00a0 | (4,240) |
| IRS interest expense | \u00a0 | (22,700) | \u00a0 | (3,919) |
| Commission on sureties | \u00a0 | (10,052) | \u00a0 | (5,661) |
| Interest expense on Revolving Loan | \u00a0 | (5,689) | \u00a0 | (10,176) |
| Leasing interest expense | \u00a0 | (4,296) | \u00a0 | (3,751) |
| Interest expense on Gamma Bondco loan | \u00a0 | - | \u00a0 | (6,947) |
| Other interest expense | | (29,393) | | (57,731) |
| Total finance expenses | \u00a0 | (215,400) | \u00a0 | (220,287) |
| Net finance expenses | \u00a0 | (206,362) | \u00a0 | (192,148) |
\u201cNet finance expenses\u201d amounting to Euro 206.3 million (of which Euro 4.8 million related to SKS365) for the year ended 31 December 2024, include non-recurring finance income of Euro 6.2 million (Euro 24.4 million for the year ended 31 December 2023) and non-recurring finance expenses of Euro 58.6 million (Euro 73.1 million for the year ended 31 December 2023).
\u201cOther interest income\u201d mainly includes the interest income on the escrow accounts of Euro 6.2 million.
\u201cInterest expense on the December 2023 Notes\u201d and \u201cIRS interest expense\u201d include a total amount of Euro 10.5 million relating to the interest accrued on the December 2023 Notes (Euro 6.3 million) and the charges on the hedging derivative instruments outstanding (Euro 4.1 million), in the period prior to the completion of the SKS365 Acquisition, in addition to charges on hedging derivatives relating to the 2024 Notes Repaid (as defined below) for Euro 0.4 million.
\"Amortized cost on 2022 Notes\" and \" Amortized cost on June 2023 Notes\" includes Euro 21.3 million relating to the acceleration of the residual unamortized costs on the Notes Repaid (as defined below), which were fully expensed as a result of their early repayment.\u201cOther interest expense\u201d mainly includes the make-whole relating to the 2024 Notes Repaid (as defined below) for Euro 26.4 million.
\u201cOther interest expense\u201d also includes the effect of the amortized cost relating to the deferred portion of the purchase price consideration of Betflag for the year ended 31 December 2024 for Euro 0.7 million (Euro 2.8 million for the year ended 31 December 2023).
8.9 Share of loss of equity accounted investments The following table provides a breakdown of \u201cShare of profit (loss) of equity accounted investments\u201d: | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| Share of loss of equity accounted investments Thinkabout | | - | | (217) |
| Share of loss of equity accounted investments iPro | \u00a0 | - | \u00a0 | (6,383) |
| Share of profit/loss of equity accounted investments IMA | | 1,663 | | (2,365) |
| Total | \u00a0 | 1,663 | \u00a0 | (8,965) |
The following table provides a breakdown of \u201cFinance income and expenses (net)\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| Other interest income | | 9,038 | | 28,139 |
| Total finance income | \u00a0 | 9,038 | \u00a0 | 28,139 |
| Interest expense on May 2024 Notes | \u00a0 | (26,440) | \u00a0 | - |
| Interest expense on December 2023 Notes | | (20,317) | | (944) |
| Interest expense on June 2023 Notes | \u00a0 | (54,461) | \u00a0 | (45,344) |
| Interest expense on 2022 Notes | \u00a0 | (14,124) | \u00a0 | (34,125) |
| Interest expense on April 2021 Notes | \u00a0 | - | \u00a0 | (15,962) |
| Interest expense on July 2020 Notes | \u00a0 | - | \u00a0 | (18,627) |
| Amortized cost on May 2024 Notes | \u00a0 | (990) | \u00a0 | - |
| Amortized cost on December 2023 Notes | \u00a0 | (1,513) | \u00a0 | (65) |
| Amortized cost on June 2023 Notes | \u00a0 | (17,931) | \u00a0 | (2,919) |
| Amortized cost on 2022 Notes | \u00a0 | (7,494) | \u00a0 | (1,549) |
| Amortized cost on April 2021 Notes | \u00a0 | - | \u00a0 | (8,327) |
| Amortized cost on July 2020 Notes | \u00a0 | - | \u00a0 | (4,240) |
| IRS interest expense | \u00a0 | (22,700) | \u00a0 | (3,919) |
| Commission on sureties | \u00a0 | (10,052) | \u00a0 | (5,661) |
| Interest expense on Revolving Loan | \u00a0 | (5,689) | \u00a0 | (10,176) |
| Leasing interest expense | \u00a0 | (4,296) | \u00a0 | (3,751) |
| Interest expense on Gamma Bondco loan | \u00a0 | - | \u00a0 | (6,947) |
| Other interest expense | | (29,393) | | (57,731) |
| Total finance expenses | \u00a0 | (215,400) | \u00a0 | (220,287) |
| Net finance expenses | \u00a0 | (206,362) | \u00a0 | (192,148) |
The following table provides a breakdown of \u201cIncome tax expense\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023* |
| Current taxes | | (88,788) | | (78,405) |
| Deferred taxes Purchase price allocation | \u00a0 | 21,071 | \u00a0 | 20,451 |
| Deferred taxes | | (9,335) | | (5,323) |
| Total | \u00a0 | (77,052) | \u00a0 | (63,277) |
* The figures for the year ended 31 December 2023 have been restated following the completion of the purchase price allocation relating to Ricreativo B S.p.A., (see Note 7.8 above for further details).
From 2022, the Company became the Group\u2019s tax consolidating entity for the three-year period 2022-2024.
Deferred taxes mainly include:\u25cfthe release of deferred tax expenses related to the purchase price allocation for Euro 21.1 million;
\u25cfthe release of deferred tax expenses on temporary differences for Euro 9.3 million.
\"Current taxes\", \"Deferred taxes on purchase price allocation\" and \u201cDeferred taxes\u201d increased by Euro 10.4 million, Euro 0.6 million and Euro 4.0 million respectively compared to the previous year mainly due to the acquisition of Ricreativo B S.p.A. and SKS Malta Holding Limited.
The following table shows the reconciliation between the theoretical tax charge and the reported tax expense for the period: | Tax rate reconciliation 2024 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| IRES | \u00a0 | Taxable | \u00a0 | Tax |
| Profit before tax | \u00a0 | 180,891 | \u00a0 | |
| Consolidation adjustment (taxable) | \u00a0 | 923,214 | \u00a0 | |
| Aggregate pre-tax result | \u00a0 | 1,104,105 | \u00a0 | |
| Theoretical income tax charge | \u00a0 | 24% | \u00a0 | 264,985 |
| Increasing differences | \u00a0 | 82,330 | \u00a0 | 19,759 |
| Decreasing differences | \u00a0 | (916,111) | \u00a0 | (219,867) |
| Other | \u00a0 | 3,547 | \u00a0 | 851 |
| Net effect | \u00a0 | (830,234) | \u00a0 | (199,256) |
| Total (A) | \u00a0 | | \u00a0 | 65,729 |
| Adjustments from previous years (B) | \u00a0 | | \u00a0 | 471 |
| Italian Regional tax on productive activity (IRAP) (C) | \u00a0 | | \u00a0 | 23,945 |
| Deferred taxes effect (D) | \u00a0 | | \u00a0 | (11,737) |
| Tax effect on consolidation adjustments (E) | \u00a0 | | \u00a0 | (1,356) |
| Effective income tax charge (A+B+C+D+E) | \u00a0 | | \u00a0 | 77,052 |
| Tax rate reconciliation 2023 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| IRES | \u00a0 | Taxable | \u00a0 | Tax |
| Profit before tax | \u00a0 | 137,139 | \u00a0 | \u00a0 |
| Consolidation adjustment (taxable) | \u00a0 | 146,258 | \u00a0 | \u00a0 |
| Aggregate pre-tax result | \u00a0 | 283,397 | \u00a0 | \u00a0 |
| Theoretical income tax charge | \u00a0 | 24% | \u00a0 | 68,015 |
| Increasing differences | \u00a0 | 52,144 | \u00a0 | 12,515 |
| Decreasing differences | \u00a0 | (79,678) | \u00a0 | (19,123) |
Adjustments from previous years (B)
Italian Regional tax on productive activity (IRAP) (C)
Deferred taxes effect (D)
Tax effect on consolidation adjustments (E)
Effective income tax charge (A+B+C+D+E)
8.11 Earnings per shareThe following table provides the earnings per share, calculated as the ratio between the net result and the weighted average number of ordinary shares outstanding in the period.
| \u00a0 | \u00a0 | For the year ended 31 December |
| \u00a0 | \u00a0 | 2024 | \u00a0 | 2023 |
| Net profit for the year attributable to the owners of the parent (in thousands of Euro) | \u00a0 | 98,597 | \u00a0 | 67,943 |
| Weighted average number of outstanding shares \u2013 Basic | | 251,630,412 | | 234,373,124 |
| Earnings per share \u2013 Basic and Diluted (in Euro) | \u00a0 | 0.39 | \u00a0 | 0.29 |
Both basic and diluted earnings per share have been calculated by dividing the net result for the year attributable to owners of the parent by the average number of the Company\u2019s outstanding shares.
The diluted earnings per share is equal to the basic earnings per share as there are no significant dilutive effects even considering the maximum number of allocated rights that may accrue at the end of the measurement period.
During 2024, the Company distributed dividends of Euro 65.4 million (Euro 0.26 per share). For the year ended 31 December 2024, the Board of Directors resolved to propose to the Shareholders' Meeting the payment of a dividend of Euro 0.30 per ordinary share for FY 2024. Considering the shares outstanding as of today, this amounts to a total dividend distribution of Euro 75.5 million, representing a 30% payout ratio applied to consolidated Adjusted Net Profit, in accordance with the Group\u2019s dividend policy.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page212-cflshid_92805-tag69525": {
"value": "During 2024, the Company distributed dividends of Euro 65.4 million (Euro 0.26 per share). For the year ended 31 December 2024, the Board of Directors resolved to propose to the Shareholders' Meeting the payment of a dividend of Euro 0.30 per ordinary share for FY 2024. Considering the shares outstanding as of today, this amounts to a total dividend distribution of Euro 75.5 million, representing a 30% payout ratio applied to consolidated Adjusted Net Profit, in accordance with the Group\u2019s dividend policy.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDividendsExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page213-cflshid_93046-tag69526": {
"value": "9. Notes to the Consolidated statement of financial positionThe following table provides a breakdown of \u201cIntangible assets\u201d and movements during the periods under review:
| (In thousands of Euro) | Software | Concessions | Trademarks | Assets under development and other intangible | Network Relationship | Total |
| Cost as of 31 December 2022 | 140,842 | 100,832 | 231,900 | 51,169 | 342,754 | 867,497 |
| Accumulated amortization as of 31 December 2022 | (80,568) | (69,155) | (29,230) | (24,671) | (59,455) | (263,079) |
| Net book amount as of 31 December 2022 | 60,274 | 31,677 | 202,670 | 26,498 | 283,299 | 604,418 |
| Additions | 15,866 | 64,350 | 1 | 19,379 | - | 99,596 |
| Business combination | | | | | | - |
| Ricreativo B | 70 | - | 3,523 | 462 | 11,991 | 16,046 |
| Iris | - | - | - | 2 | - | 2 |
| Business acquisition | - | 1,055 | - | 140 | - | 1,195 |
| Amortization for the year | (30,298) | (42,073) | (14,418) | (9,081) | (41,962) | (137,832) |
| of which purchase price allocation | | | | | | |
| Gamenet Acquisition | (14,925) | - | (4,812) | - | (10,288) | (30,025) |
| IGT business | - | - | (6,390) | - | (17,772) | (24,162) |
| Goldbet.News | - | - | - | (128) | - | (128) |
| Giocaonline | - | - | - | - | (988) | (988) |
| Marim | - | - | - | - | (390) | (390) |
| Betflag | - | - | (2,910) | - | (12,137) | (15,047) |
| Ricreativo B | - | - | (113) | - | (388) | (501) |
| Disposal | (53) | - | - | (6,942) | - | (6,995) |
| Reclassifications | 3,340 | (4,386) | 5,345 | (1,121) | (3,274) | (96) |
| Cost as of 31 December 2023 | 155,218 | 161,462 | 237,495 | 62,467 | 325,922 | 942,564 |
| Accumulated amortization as of 31 December 2023 | (106,019) | (110,839) | (40,374) | (33,130) | (75,867) | (366,229) |
| Net book amount as of 31 December 2023 | 49,199 | 50,623 | 197,121 | 29,337 | 250,055 | 576,335 |
| Additions | 23,624 | 15,510 | 33 | 33,463 | - | 72,630 |
| Business combination: | | | | | | |
| Kristal Palace | 11 | - | - | 3 | - | 14 |
| SKS365 Acquisition | 11,248 | 1,260 | 30,802 | - | 187,299 | 230,609 |
| Bakoo Acquisition | 414 | - | - | - | - | 414 |
| Sea Acquisition | - | 21 | - | - | - | 21 |
| Business acquisition | 13 | - | - | - | - | 13 |
| Amortization for the year | (21,316) | (69,661) | (16,714) | (13,220) | (55,193) | (176,104) |
| of which purchase price allocation | | | | | | |
| Gamenet Group | (1,249) | - | (4,812) | - | (10,288) | (16,349) |
| IGT business | - | - | (6,391) | - | (17,703) | (24,094) |
| Goldbet.News | - | - | - | (128) | - | (128) |
| Giocaonline | - | - | - | - | (990) | (990) |
| Marim | - | - | - | - | (391) | (391) |
| Betflag | - | - | (2,918) | - | (12,170) | (15,088) |
| Ricreativo B | - | - | (342) | - | (1,162) | (1,504) |
| SKS365 | - | - | (2,048) | - | (12,487) | (14,535) |
| Disposal | 48 | 231 | (2) | (6,420) | - | (6,143) |
| Reclassifications | 6,840 | 2,303 | (2,302) | (6,677) | - | 164 |
| Cost as of 31 December 2024 | 174,565 | 180,901 | 266,397 | 78,282 | 513,221 | 1,213,366 |
| Accumulated amortization as of 31 December 2024 | (104,484) | (180,614) | (57,459) | (41,796) | (131,060) | (515,413) |
| Net book amount as of 31 December 2024 | 70,081 | 287 | 208,938 | 36,486 | 382,161 | 697,953 |
\u201cSoftware\u201d mainly relates to costs incurred in relation to: the purchase of software licenses required for collection and bet management activities, including software costs determined on completion of the Gamenet Group acquisition; the purchase and upgrade of software to support the alignment of the systems used to manage the network of AWP and VLT devices; and the upgrade of the SAP- ERP system. Additions mainly related to the purchase of application software for Euro 9.6 million, for the upgrade of the ERP system for Euro 7.8 million and the purchase of software licenses for collection and bet management activities for Euro 2.8 million.\u201cConcessions\u201d includes the cost of VLT licenses acquired by the Group over time as well as costs incurred in relation to the award of public gaming concession rights. Additions mainly related to the extension of the Sports Franchise concessions until 31 December 2024. The decrease in the item is entirely attributable to the amortization of the year.
\u201cTrademarks\u201d mainly relates to the values attributed in the purchase price allocation process to the right to use the \u201cGoldbet\u201d, \u201cIntralot\u201d \u201cBillions\u201d, \u201cBetflag\u201d, \u201cRicreativo\u201d and \u201cPlanetwin365\u201d trademarks, as well as those of the acquired IGT business.
\u201cAssets under development and other intangible\u201d mainly relates to software development for Euro 12.2 million, during the period as well as capitalization of NOE and Entry Fees for Euro 21.2 million (of which Euro 3.3 million related to the SKS365 Acquisition).
No impairment indicators were identified at the reporting date",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIntangibleAssetsExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page213-cflshid_93054-tag69527": {
"value": "The following table provides a breakdown of \u201cIntangible assets\u201d and movements during the periods under review:
| (In thousands of Euro) | Software | Concessions | Trademarks | Assets under development and other intangible | Network Relationship | Total |
| Cost as of 31 December 2022 | 140,842 | 100,832 | 231,900 | 51,169 | 342,754 | 867,497 |
| Accumulated amortization as of 31 December 2022 | (80,568) | (69,155) | (29,230) | (24,671) | (59,455) | (263,079) |
| Net book amount as of 31 December 2022 | 60,274 | 31,677 | 202,670 | 26,498 | 283,299 | 604,418 |
| Additions | 15,866 | 64,350 | 1 | 19,379 | - | 99,596 |
| Business combination | | | | | | - |
| Ricreativo B | 70 | - | 3,523 | 462 | 11,991 | 16,046 |
| Iris | - | - | - | 2 | - | 2 |
| Business acquisition | - | 1,055 | - | 140 | - | 1,195 |
| Amortization for the year | (30,298) | (42,073) | (14,418) | (9,081) | (41,962) | (137,832) |
| of which purchase price allocation | | | | | | |
| Gamenet Acquisition | (14,925) | - | (4,812) | - | (10,288) | (30,025) |
| IGT business | - | - | (6,390) | - | (17,772) | (24,162) |
| Goldbet.News | - | - | - | (128) | - | (128) |
| Giocaonline | - | - | - | - | (988) | (988) |
| Marim | - | - | - | - | (390) | (390) |
| Betflag | - | - | (2,910) | - | (12,137) | (15,047) |
| Ricreativo B | - | - | (113) | - | (388) | (501) |
| Disposal | (53) | - | - | (6,942) | - | (6,995) |
| Reclassifications | 3,340 | (4,386) | 5,345 | (1,121) | (3,274) | (96) |
| Cost as of 31 December 2023 | 155,218 | 161,462 | 237,495 | 62,467 | 325,922 | 942,564 |
| Accumulated amortization as of 31 December 2023 | (106,019) | (110,839) | (40,374) | (33,130) | (75,867) | (366,229) |
| Net book amount as of 31 December 2023 | 49,199 | 50,623 | 197,121 | 29,337 | 250,055 | 576,335 |
| Additions | 23,624 | 15,510 | 33 | 33,463 | - | 72,630 |
| Business combination: | | | | | | |
| Kristal Palace | 11 | - | - | 3 | - | 14 |
| SKS365 Acquisition | 11,248 | 1,260 | 30,802 | - | 187,299 | 230,609 |
| Bakoo Acquisition | 414 | - | - | - | - | 414 |
| Sea Acquisition | - | 21 | - | - | - | 21 |
| Business acquisition | 13 | - | - | - | - | 13 |
| Amortization for the year | (21,316) | (69,661) | (16,714) | (13,220) | (55,193) | (176,104) |
| of which purchase price allocation | | | | | | |
| Gamenet Group | (1,249) | - | (4,812) | - | (10,288) | (16,349) |
| IGT business | - | - | (6,391) | - | (17,703) | (24,094) |
| Goldbet.News | - | - | - | (128) | - | (128) |
| Giocaonline | - | - | - | - | (990) | (990) |
| Marim | - | - | - | - | (391) | (391) |
| Betflag | - | - | (2,918) | - | (12,170) | (15,088) |
| Ricreativo B | - | - | (342) | - | (1,162) | (1,504) |
| SKS365 | - | - | (2,048) | - | (12,487) | (14,535) |
| Disposal | 48 | 231 | (2) | (6,420) | - | (6,143) |
| Reclassifications | 6,840 | 2,303 | (2,302) | (6,677) | - | 164 |
| Cost as of 31 December 2024 | 174,565 | 180,901 | 266,397 | 78,282 | 513,221 | 1,213,366 |
| Accumulated amortization as of 31 December 2024 | (104,484) | (180,614) | (57,459) | (41,796) | (131,060) | (515,413) |
| Net book amount as of 31 December 2024 | 70,081 | 287 | 208,938 | 36,486 | 382,161 | 697,953 |
\u201cConcessions\u201d includes the cost of VLT licenses acquired by the Group over time as well as costs incurred in relation to the award of public gaming concession rights. Additions mainly related to the extension of the Sports Franchise concessions until 31 December 2024. The decrease in the item is entirely attributable to the amortization of the year.
\u201cTrademarks\u201d mainly relates to the values attributed in the purchase price allocation process to the right to use the \u201cGoldbet\u201d, \u201cIntralot\u201d \u201cBillions\u201d, \u201cBetflag\u201d, \u201cRicreativo\u201d and \u201cPlanetwin365\u201d trademarks, as well as those of the acquired IGT business.
\u201cAssets under development and other intangible\u201d mainly relates to software development for Euro 12.2 million, during the period as well as capitalization of NOE and Entry Fees for Euro 21.2 million (of which Euro 3.3 million related to the SKS365 Acquisition).
No impairment indicators were identified at the reporting date",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIntangibleAssetsAndGoodwillExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page214-cflshid_94131-tag69528": {
"value": "The following table provides a breakdown of \u201cGoodwill\u201d for the periods under review:
| (In thousands of Euro) | \u00a0 | Total |
| Balance as of 31 December 2022 | \u00a0 | 1,428,719 |
| Acquisitions | \u00a0 | 42,059 |
| Balance as of 31 December 2023* | \u00a0 | 1,470,778 |
| Acquisitions | \u00a0 | 577,785 |
| Balance as of 31 December 2024 | \u00a0 | 2,048,563 |
* The balance as of 31 December 2023 has been restated as reported in Note 7.8 above.
The increase of \u201cGoodwill\u201d mainly relates to the SKS365 Acquisition for Euro 534.2 million. For the remaining part, the increase is attributable to the business acquisitions carried out in the period and to price adjustments relating to previous acquisitions. For details regarding acquisitions, see Note 7\u2013\u201cBusiness combinations and acquisition of businesses\u201d.
The following table provides a breakdown of \u201cGoodwill\u201d by CGU:| \u00a0 | \u00a0 | As of 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| Online | | 1,229,250 | | 749,263 |
| Sports Franchise | \u00a0 | 405,929 | \u00a0 | 351,090 |
| Gaming Franchise | | 413,384 | | 370,425 |
| Total | \u00a0 | 2,048,563 | \u00a0 | 1,470,778 |
The group of cash-generating units (CGUs) to which goodwill is allocated, representing the level at which it is monitored by Company management, corresponds with the operating segments, described in detail in Note 6 - \u201cOperating segments\u201d, which contain all of the products and services provided by the Group.
In accordance with IAS 36, goodwill is not amortized and is tested for impairment annually, or more frequently if facts or circumstances indicate that the asset may be impaired. Impairment testing is performed by comparing the carrying amount and the recoverable amount of the CGU (for a description of the methodology followed for the impairment test, please refer to Note 2.4.5 (a) - Accounting policies and measurement criteria). The recoverable amount of the CGU is the higher of its fair value less costs to sell and its value in use. The assumptions used in this process represent management\u2019s best estimate for the period under consideration. The estimate of the value in use of the group of CGU for purposes of performing the annual impairment test was based on the following assumptions:
\u25cfThe expected future cash flows covering the period from 2025 to 2029 have been derived from the Group\u2019s business plan approved by the Board of Directors on 13 December 2024. In particular the estimate, which is based on past and expected future growth, considers expected (a) bets, (b) Adjusted EBITDA, (c) capital expenditure, (d) the hypothesis of continuous renewal of betting rights and ADI concessions beyond the current deadline of 31 December 2024, taking into account the information currently available in relation to the law and the current trading scenarios. These cash flows relate to the CGU in its condition when preparing the financial statements and exclude the estimated cash flows that might arise from restructuring plans or other structural changes. Bet volumes and mix, used for estimating the future cash flows, are based on assumptions that are considered reasonable and sustainable and represent the best estimate of expected conditions regarding market trends for the groups of CGU over the period considered.
\u25cfThe expected future cash flows include a normalized terminal period used to estimate the future results beyond the time period explicitly considered, which were calculated by using the latest available forecast data. The growth rate used is equal to 2.0% (1.0% as of 31 December 2023), the same for all the groups of CGU.
\u25cfThe expected future cash flows have been discounted using a post-tax discount rate, determined by using a base WACC of 8.20% (9.25% as of 31 December 2023), the same for all the groups of CGU, which represents the weighted average of the cost of own capital and the after-tax effect of borrowing.
Based on the impairment tests performed, the estimated recoverable amounts for all CGU groups exceeded their related book values at the reporting date.
Sensitivity analyses were also conducted to check the effects of a change in certain significant parameters on the impairment test results, such as: an increase in WACC to 9.20%, a decrease in the growth rate to 0% and a decrease in the Adjusted EBITDA of 5.0%. Each parameter would individually not result in any goodwill impairment of the operating segments, to which goodwill had been allocated",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGoodwillExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page216-cflshid_95071-tag69529": {
"value": "9.3 Property, plant and equipmentThe following table provides a breakdown of \u201cProperty, plant and equipment\u201d and movements during the periods under review:
| (In thousands of Euro) | Gaming Hardware | Other assets | Furniture | Leasehold improvements | Assets under development and payments on account | Total |
| Cost as of 31 December 2022 | 93,490 | 30,594 | 21,800 | 38,372 | 14,744 | 199,000 |
| Accumulated depreciation as of 31 December 2022 | (55,376) | (13,823) | (7,915) | (19,197) | - | (96,311) |
| Net book amount as of 31 December 2022 | 38,114 | 16,771 | 13,885 | 19,175 | 14,744 | 102,689 |
| Additions | 14,220 | 8,883 | 4,719 | 10,280 | 2,788 | 40,890 |
| Business combination | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Ricreativo B | 2,532 | 410 | 919 | 734 | 9 | 4,604 |
| Bingo Service | - | 53 | - | 173 | - | 226 |
| Iris | - | 30 | 5 | 107 | - | 142 |
| Business acquisition | 1,660 | 67 | 5 | - | - | 1,732 |
| Disposals | (705) | (249) | (537) | (346) | (52) | (1,889) |
| Depreciation for the year | (20,008) | (6,336) | (3,916) | (8,996) | - | (39,256) |
| Reclassifications | 414 | 3,051 | 265 | 1,178 | (4,812) | 96 |
| Cost as of 31 December 2023 | 105,716 | 42,020 | 27,788 | 51,256 | 12,677 | 239,457 |
| Accumulated depreciation as of 31 December 2023 | (69,489) | (19,340) | (12,443) | (28,951) | - | (130,223) |
| Net book amount as of 31 December 2023 | 36,227 | 22,680 | 15,345 | 22,305 | 12,677 | 109,234 |
| Additions | 17,776 | 20,669 | 8,302 | 14,208 | 9,429 | 70,384 |
| Business combination | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | |
| Kristal Palace | - | 456 | 43 | 49 | - | 548 |
| Dea Bendata | - | 7 | 19 | 6 | - | 32 |
| Galletto Fortunato | - | 67 | - | - | - | 67 |
| Macao Phygital | 102 | 2 | - | - | 58 | 162 |
| SKS365 Acquisition | - | 6,585 | 3,204 | 1,350 | - | 11,139 |
| Bakoo Acquisition | 10 | 5 | 7 | - | - | 22 |
| Rete Gioco Italia Acquisition | 1,314 | 89 | 4 | 3 | - | 1,410 |
| IMA Acquisition | - | 1 | - | - | - | 1 |
| Sea Acquisition | - | 196 | 84 | 157 | - | 437 |
| Business acquisition | 3,113 | 49 | 81 | - | - | 3,243 |
| Disposals | (392) | (449) | (412) | 402 | (58) | (909) |
| Depreciation for the year | (20,539) | (11,679) | (5,451) | (9,477) | - | (47,146) |
| Reclassifications | 821 | 799 | 224 | 715 | (2,723) | (164) |
| Cost as of 31 December 2024 | 115,257 | 67,827 | 38,357 | 64,517 | 19,383 | 305,341 |
| Accumulated depreciation as of 31 December 2024 | (76,825) | (28,350) | (16,907) | (34,799) | - | (156,881) |
| Net book amount as of 31 December 2024 | 38,432 | 39,477 | 21,450 | 29,718 | 19,383 | 148,460 |
\u201cGaming hardware\u201d includes investments in AWP and VLT devices as well as cash desks and other IT equipment for owned halls and hardware equipment for betting halls. Additions mainly relate to the purchase of (i) AWP game cards for Euro 10.8 million; (ii) hardware equipment and devices in betting shops for Euro 6.0 million.
\u201cOther assets\u201d mainly comprises new storage systems, network hardware for the Data Centers and other IT equipment for VLT halls. Additions mainly related to the purchase of iCash devices for Euro 4.2 and My Pay for Euro 0.3 million, to facilities and equipment in the halls amounting to Euro 5.3 million, the purchase of office equipment and IT security equipment for Euro 3.5 million.\u201cFurniture\u201d included furniture and fittings for owned betting agencies and VLT halls. Additions mainly relates to the redevelopment and optimization project of the gaming halls.
\u201cLeasehold improvements\u201d included investments for the upgrading of gaming and betting halls. Additions are mainly linked to the completion of the works on the halls that have become operational and the set-up of new corners in the halls.
\u201cAssets under development and payments on account\u201d mainly relates to the purchase of furniture and fittings and down payments for the purchase of new gaming devices and other IT equipment for the set-up of new betting points of sale not yet in operation.
No impairment indicators were identified at the reporting date",
"dimensions": {
"concept": "ifrs-full:DisclosureOfPropertyPlantAndEquipmentExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"v1-page219-cflshid_96916-tag69530": {
"value": "9.5 Investment propertyInvestment property relates to a property owned in via Liegi, Rome. Movements related solely to annual depreciation as shown in the following table:
| (In thousands of Euro) | \u00a0 | Total |
| Balance as of 31 December 2022 | \u00a0 | 489 |
| Depreciation | \u00a0 | (27) |
| Balance as of 31 December 2023 | \u00a0 | 462 |
| Depreciation | \u00a0 | (27) |
| Balance as of 31 December 2024 | \u00a0 | 435 |
Merchant accounts and restricted cash
Interest rate swap assets
Merchant accounts and restricted cash
Interest rate swap assets
9.16 Current and non-current financial liabilitiesThe following table provides a breakdown of \u201cCurrent and non-current financial liabilities\u201d:
| \u00a0 | \u00a0 | As of 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| May 2024 Notes | | 890,096 | | - |
| December 2023 Notes | \u00a0 | 487,737 | \u00a0 | 486,188 |
| June 2023 Notes | \u00a0 | 556,258 | \u00a0 | 1,088,327 |
| 2022 Notes | \u00a0 | - | \u00a0 | 342,506 |
| Accrued interest \u2013 May 2024 Notes | \u00a0 | 3,652 | \u00a0 | - |
| Accrued interest \u2013 December 2023 Notes | \u00a0 | 1,707 | \u00a0 | 944 |
| Accrued interest \u2013 June 2023 Notes | \u00a0 | 3,355 | \u00a0 | 6,156 |
| Accrued interest \u2013 2022 Notes | \u00a0 | - | \u00a0 | 15,641 |
| Payables for leasing | \u00a0 | 81,169 | \u00a0 | 75,908 |
| Put option liability | \u00a0 | 56,614 | \u00a0 | 49,518 |
| Payables for acquisitions | \u00a0 | 51,129 | \u00a0 | 93,868 |
| Bank borrowings | \u00a0 | 2,561 | \u00a0 | 4,384 |
| Interest Rate Swap liabilities | \u00a0 | 13,147 | \u00a0 | 8,937 |
| Other financial payables | | 1,402 | | 13,713 |
| Total | \u00a0 | 2,148,827 | \u00a0 | 2,186,090 |
\u201cCurrent and non-current financial liabilities\u201d included: \u25cfnotes issued on 1 June 2023, 14 December 2023 and 29 May 2024 for principal amounts of Euro 565 million, Euro 500 million and Euro 900 million respectively, recognized at amortized cost. Transaction costs incurred for the main part included professional fees related to the notes issue as well as the discount on issue (the latter in relation to the December 2023 Notes). It should be noted that during 2024, Lottomatica S.p.A. (merged into the Company during 2024) early repaid the notes issued on 27 September 2022 and the floating portion signed on 1 June 2023 for a total of Euro 900 million; \u25cfbank borrowings mainly relating to existing financing of Ricreativo B for Euro 2.1 million;
\u25cfthe Interest Rate Swap liability, mainly related to the fair value of the derivative contracts of a total notional amount of Euro 775 million to partially hedge the risk linked to a potential change in the interest rate of the floating rate May 2024 and December 2023 Notes (as defined below). The total fair value is a negative amount of Euro 11.4 million as of 31 December 2024. The cash flow hedge reserve is negative, net of the related tax effect, for Euro 8.7 million as of 31 December 2024 (negative for Euro 5.7 million as of 31 December 2023);
\u25cfthe put option liability, recognized at its present value of Euro 56.6 million as of 31 December 2024 (Euro 49.5 million as of 31 December 2023), based on the best estimate of the disbursement to acquire the residual share capital from non-controlling shareholders;
\u25cfthe remaining payables outstanding in relation to the acquisitions of Goldbet (now GBO Italy), Ricreativo B, Rete Gioco Italia, Sea and the acquisition of certain businesses.With regard to the acquisition of GoldBet (now GBO Italy), the payable relating to the deferred price component amounted to Euro 27.6 million as of 31 December 2024 (Euro 29.7 million as of 31 December 2023), of which Euro 5 million deposited in an escrow account.
It should be noted that Euro 2.4 million was paid on 4 December 2024.
The payable relating to the deferred price component for the acquisition of Rete Gioco Italia S.r.l. amounted to Euro 5.7 million as of 31 December 2024.
The payable relating to the deferred price component for the acquisition of Ricreativo B amounted to Euro 2.5 million as of 31 December 2024. The repayment of this payable is expected in 24 monthly instalments from the date of completion of the acquisition.
The payable relating to the deferred price components of the acquisitions of Sea S.r.l. amounted to Euro 2.2 million as of 31 December 2024.
The payable relating to the deferred price components of other acquisitions amounted to Euro 13.1 million as of 31 December 2024.
\u25cfpayables relating to the lease liabilities recognized following the adoption of IFRS 16, representing the present value of the remaining lease payments as of 31 December 2024, including accrued finance expenses and charges contractually provided for as of such date. For further details see Note 2.4.20.7 above.
\u25cfOther payables, amounting to Euro 1.4 million as of 31 December 2024. The item amounted to Euro 13.7 million as of 31 December 2023 and are mainly related to commitment fees on the bridge facility and the payables for underwriting fees incurred for the issuance of the December 2023 Notes.
There are no non-current financial liabilities due over 5 years, other than the December 2023 Notes, the May 2024 Notes and a residual part of lease liabilities.
The following table provides a summary of key information relating to financial liabilities:
| (In thousands of Euro) | \u00a0 | As of 31 December 2024 | \u00a0 | of which current | \u00a0 | As of 31 December 2023 | \u00a0 | of which current |
| Notes | | 1,934,091 | \u00a0 | - | | 1,917,021 | | - |
| Accrued interest on Notes | \u00a0 | 8,714 | \u00a0 | 8,714 | \u00a0 | 22,741 | \u00a0 | 22,741 |
| Payables for acquisitions | \u00a0 | 51,129 | \u00a0 | 46,840 | \u00a0 | 93,868 | \u00a0 | 90,159 |
| Payables for leasing | \u00a0 | 81,169 | \u00a0 | 21,552 | \u00a0 | 75,908 | \u00a0 | 18,592 |
| Put option liability | \u00a0 | 56,614 | \u00a0 | 18,348 | \u00a0 | 49,518 | \u00a0 | 16,861 |
| Interest Rate Swap liabilities | \u00a0 | 13,147 | \u00a0 | 1,740 | \u00a0 | 8,937 | \u00a0 | 1,398 |
| Bank borrowings | \u00a0 | 2,561 | \u00a0 | 1,795 | \u00a0 | 4,384 | \u00a0 | 2,329 |
| Other financial payables | | 1,402 | \u00a0 | 1,402 | | 13,713 | | 13,713 |
| Total | \u00a0 | 2,148,827 | \u00a0 | 100,391 | \u00a0 | 2,186,090 | \u00a0 | 165,793 |
The following table provides changes in liabilities arising from financing activities as required by IAS7:| (In thousands of Euro) | \u00a0 | As of 31 December 2023 | \u00a0 | Cash flow from financing activities | \u00a0 | Non-cash changes | \u00a0 | As of 31 December 2024 |
| Notes | | 1,917,021 | | (10,857) | | 27,927 | | 1,934,091 |
| Accrued interest on Notes | \u00a0 | 22,741 | \u00a0 | (129,370) | \u00a0 | 115,343 | \u00a0 | 8,714 |
| Payables for acquisitions | \u00a0 | 93,868 | \u00a0 | (60,852) | \u00a0 | 18,113 | \u00a0 | 51,129 |
| Payables for leasing | \u00a0 | 75,908 | \u00a0 | (24,676) | \u00a0 | 29,937 | \u00a0 | 81,169 |
| Put option liability | \u00a0 | 49,518 | \u00a0 | - | \u00a0 | 7,096 | \u00a0 | 56,614 |
| Interest Rate Swap liabilities | \u00a0 | 8,937 | \u00a0 | (22,357) | \u00a0 | 26,567 | \u00a0 | 13,147 |
| Bank borrowings | \u00a0 | 4,384 | \u00a0 | (2,871) | \u00a0 | 1,048 | \u00a0 | 2,561 |
| Other financial payables | | 13,713 | | (13,793) | | 1,482 | | 1,402 |
| Total | \u00a0 | 2,186,090 | \u00a0 | (264,776) | \u00a0 | 227,513 | \u00a0 | 2,148,827 |
| (In thousands of Euro) | \u00a0 | As of 31 December 2022 | \u00a0 | Cash flow from financing activities | \u00a0 | Non-cash changes | \u00a0 | As of 31 December 2023 |
| Notes | | 1,543,390 | | 366,606 | | 7,025 | | 1,917,021 |
| Accrued interest on Notes | \u00a0 | 35,913 | | (128,173) | | 115,001 | | 22,741 |
| Gamma Bondco loan | | 250,000 | | (250,000) | | - | | - |
| Accrued interest on Gamma Bondco Loan | | 23,375 | | (30,322) | | 6,947 | | - |
| Payables for acquisitions | \u00a0 | 94,284 | | (21,532) | | 21,116 | | 93,868 |
| Payables for leasing | \u00a0 | 68,215 | | (20,363) | | 28,056 | | 75,908 |
| Put option liability | \u00a0 | 1,773 | | - | | 47,745 | | 49,518 |
| Interest Rate Swap liabilities | \u00a0 | 81 | | (2,602) | | 11,458 | | 8,937 |
| Bank borrowings | \u00a0 | 840 | | (1,436) | | 4,980 | | 4,384 |
| Other financial payables | | - | | (1,981) | | 15,694 | | 13,713 |
| Total | \u00a0 | 2,017,871 | | (89,803) | | 258,022 | | 2,186,090 |
9.7 Equity accounted investments As of 31 December 2024, the Group did not hold any equity accounted investments (Euro 0.3 million as of 31 December 2023). In particular:
\u25cfin February 2024, the associate Thinkabout S.r.l. was liquidated. The related investment had been fully written down during 2023;
\u25cfon 19 December 2024, Gamenet PRO S.r.l. completed the sale of the 19.7% equity investment held in iPRO Inc. During 2023, the Group had recorded a full write-down of the investment;
\u25cfon 17 December 2024, Marim S.r.l. finalized the acquisition of the remaining 51% of the share capital of IMA S.r.l.. Following this transaction, Marim S.r.l. controls 100% of the share capital of IMA S.r.l. and therefore the company was consolidated using the full method (for further details, see Note 7.10)",
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"value": "9.7 Equity accounted investments As of 31 December 2024, the Group did not hold any equity accounted investments (Euro 0.3 million as of 31 December 2023). In particular:
\u25cfin February 2024, the associate Thinkabout S.r.l. was liquidated. The related investment had been fully written down during 2023;
\u25cfon 19 December 2024, Gamenet PRO S.r.l. completed the sale of the 19.7% equity investment held in iPRO Inc. During 2023, the Group had recorded a full write-down of the investment;
\u25cfon 17 December 2024, Marim S.r.l. finalized the acquisition of the remaining 51% of the share capital of IMA S.r.l.. Following this transaction, Marim S.r.l. controls 100% of the share capital of IMA S.r.l. and therefore the company was consolidated using the full method (for further details, see Note 7.10)Other current liabilities
| \u00a0 | \u00a0 | As of 31 December 2023 |
| (In thousands of Euro) | \u00a0 | \u00a0 | Associates | Key management personnel | Other related parties | Total related parties | Total reported amount | Related party % of total |
| Current financial liabilities | | | - | - | 560 | 560 | 165,793 | 0.3% |
| Current trade payables | \u00a0 | \u00a0 | 214 | - | - | 214 | 95,911 | 0.2% |
| Current trade receivables | \u00a0 | \u00a0 | 3 | - | - | 3 | 95,825 | 0.0% |
| Other current liabilities | \u00a0 | \u00a0 | - | 2,379 | - | 2,379 | 308,226 | 0.8% |
The following table shows Group revenues and expenses due from/to related parties: | \u00a0 | For the year ended 31 December 2024 |
| (In thousands of Euro) | \u00a0 | \u00a0 | Associates | Key management personnel | Total related parties | Total reported amount | % of total |
| Personnel expenses | \u00a0 | \u00a0 | - | (6,380) | (6,380) | (135,503) | 4.7% |
| Other income | \u00a0 | \u00a0 | 10 | - | 10 | 14,951 | 0.1% |
| Other operating costs | \u00a0 | \u00a0 | (71) | - | (71) | (39,477) | 0.2% |
| \u00a0 | \u00a0 | For the year ended 31 December 2023 |
| (In thousands of Euro) | \u00a0 | \u00a0 | Subsidiaries of shareholders | Associates | Key management personnel | Total related parties | Total reported amount | % of total |
| Finance expenses | | | (23,420) | - | - | (23,420) | (220,287) | 10.6% |
| Personnel expenses | \u00a0 | \u00a0 | - | - | (4,351) | (4,351) | (98,378) | 4.4% |
| Other income | \u00a0 | \u00a0 | - | 568 | - | 568 | 18,529 | 3.1% |
| Other operating costs | \u00a0 | \u00a0 | - | (2,033) | - | (2,033) | (40,952) | 5.0% |
| Finance income | \u00a0 | \u00a0 | - | 13 | - | 13 | 28,139 | 0.0% |
The transactions with Associates are mainly related to the business relations between IMA S.r.l. and Marim S.r.l., until the date of acquisition of control of the company by the latter.
With regard to the transactions with Apollo Capital Solutions Europe B.V., it should also be noted costs for underwriting fees of Euro 675 thousand included in the ancillary costs incurred for the issue of the May 2024 Notes",
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"value": "9.8 Inventories
The following table provides a breakdown of \u201cInventories\u201d:
| \u00a0 | \u00a0 | As of 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| Finished products and goods | | 1,478 | | 1,495 |
| Total | \u00a0 | 1,478 | \u00a0 | 1,495 |
The following table provides a breakdown of \u201cCurrent and non-current trade receivables\u201d:
Concessionaire\u2019s receivables from operators/TIR
Receivables from betting operators
Receivables from customers
Other receivables from distribution network
Receivables guaranteed by formal commitments
Receivables for penalties and interest on delayed payments
Allowance for doubtful receivables
\u201cConcessionaire\u2019s receivables from operators/TIR\u201d mainly comprises receivables relating to collection activities (mainly PREU, concession fees and other amounts owing to the concessionaires). As of 31 December 2024, Euro 32.7 million relates to Gamenet S.p.A and Euro 41.3 million relates to Lottomatica Videolot Rete S.p.A., (Euro 39.5 million and Euro 51.5 million as of 31 December 2023 respectively).
\u201cReceivables from betting operators\u201d relates to the amounts owing to GBO Italy S.p.A for bet collection activities, net of compensation due to the supply chain.
\u201cOther receivables from distribution network\u201d mainly relates to jackpot amounts not yet disbursed, tickets awaiting validation by halls, receivables relating to compensation for permits and receivables relating to contract termination penalties.
\u201cReceivables from customers\u201d mainly relates to the receivables of Marim for the sale of AWP and VLT hardware and to the receivables of Giocaonline for the provision of gaming platforms and other technical services.
The following table shows details of movements in the allowance for doubtful receivables:
Balance as of 31 December 2022 Provisions net of releases Balance as of 31 December 2023
Provisions net of releases
Balance as of 31 December 2024
9.10 Deferred tax assets and deferred tax liabilities The following tables provide a breakdown of movements in \u201cDeferred tax assets\u201d and \u201cDeferred tax liabilities\u201d:
| (In thousands of Euro) | As of 31 December 2023 | Changes in the scope of consolidation | Charges/ releases to the income statement | Charges/ releases to the statement of comprehensive income | Other movements | As of 31 December 2024 |
| Deferred tax assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Provisions for risks and charges | 1,105 | 8 | 230 | - | - | 1,343 |
| Allowance for doubtful receivables | 8,352 | - | (1,812) | - | - | 6,540 |
| Tangible and intangible assets | 6,556 | 1,086 | (3,175) | - | - | 4,467 |
| Tax losses | 2,739 | 13,781 | (3,522) | - | - | 12,998 |
| IFRS 16 | 327 | - | (30) | - | - | 297 |
| Cash flow hedge reserve | 1,824 | - | - | 928 | - | 2,752 |
| Other | 2,946 | - | (1,205) | - | 69 | 1,810 |
| Total deferred tax assets | 23,849 | 14,875 | (9,514) | 928 | 69 | 30,207 |
| Deferred tax liabilities | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Intralot trademark software and right to use | (765) | - | 314 | - | - | (451) |
| PPA | (127,889) | (63,445) | 20,757 | - | - | (170,577) |
| Employee benefit liabilities | (646) | - | - | (98) | - | (744) |
| Other | 69 | - | - | - | (69) | - |
| Total deferred tax liabilities | (129,231) | (63,445) | 21,071 | (98) | (69) | (171,772) |
| Total deferred tax liabilities, net | (105,382) | (48,570) | 11,557 | 830 | . | (141,565) |
| (In thousands of Euro) | As of 31 December 2022 | Changes in the scope of consolidation | Charges/ releases to the income statement | Charges/ releases to the statement of comprehensive income | Other movements | As of 31 December 2023 |
| Deferred tax assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Provisions for risks and charges | 3,916 | - | (1,930) | - | (881) | 1,105 |
| Allowance for doubtful receivables | 8,389 | - | 261 | - | (298) | 8,352 |
| Tangible and intangible assets | 11,518 | 47 | (2,913) | - | (2,096) | 6,556 |
| Tax losses | 1,956 | - | 4 | - | 779 | 2,739 |
| Put Jolly | 397 | - | (432) | - | 35 | - |
| IFRS 16 | 284 | - | 43 | - | - | 327 |
| Cash flow hedge reserve | - | - | - | 1,824 | - | 1,824 |
| Other | 2,524 | - | (356) | - | 778 | 2,946 |
| Total deferred tax assets | 28,984 | 47 | (5,323) | 1,824 | (1,683) | 23,849 |
| Deferred tax liabilities | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Intralot trademark software and right to use | (437) | - | 314 | - | (642) | (765) |
| PPA | (143,761) | (4,235) | 19,996 | - | 111 | (127,889) |
| Employee benefit liabilities | (604) | - | - | (42) | - | (646) |
| Cash flow hedge reserve | (5,663) | - | - | 5,663 | - | - |
| Other | (2,125) | - | - | - | 2,194 | 69 |
| Total deferred tax liabilities | (152,590) | (4,235) | 20,310 | 5,621 | 1,663 | (129,231) |
| Total deferred tax liabilities, net | (123,606) | (4,188) | 14,987 | 7,445 | (20) | (105,382) |
Deferred tax assets and deferred tax liabilities are presented on a net basis in the Consolidated Statement of Financial Position. Deferred tax assets related to tax losses incurred by Group companies prior to their inclusion in the tax consolidation are classified as deferred tax asset.
\u201cDeferred tax liabilities\u201d mainly reflects the effects of the purchase price allocation process for the acquisitions made by the Group in previous years.
The temporary differences reported above will reverse during 2025 and later years, except for the tax losses, which may be carried forward indefinitely.Tax losses accrued in relation to which no deferred tax assets have been recognized by the Group amounted to Euro 29 million. Deferred tax assets on the aforementioned unrecognized tax losses amounted to Euro 9.7 million, of which (i) Euro 83 thousand for Bakoo S.p.A.; (ii) Euro 1 thousand for Dea Bendata S.r.l.; (iii) Euro 63 thousand for Ima S.r.l.; (iv) Euro 863 thousand for Planet Entertainment S.r.l.; and (v) Euro 8.7 million for PWO Limited.
The deferred tax asset not recorded at the Group level in relation to items other than tax losses amounted to Euro 281 thousand for PWO Limited (with respect to unutilised capital allowances in Malta amounted to Euro 803 thousand).
",
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"value": "9.11 Other current and non-current assets The following table provides a breakdown of \u201cOther current and non-current assets\u201d:
| \u00a0 | As of 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| Gaming online accounts | \u00a0 | 56,458 | \u00a0 | 36,144 |
| ADM guarantee deposits | | 52,087 | | 53,465 |
| Accrued income and prepayments | \u00a0 | 22,940 | \u00a0 | 16,472 |
| Gaming halls receivables | \u00a0 | 16,351 | \u00a0 | 15,230 |
| Guarantee deposits | \u00a0 | 13,811 | \u00a0 | 4,274 |
| Tax receivables | \u00a0 | 12,681 | \u00a0 | 4,451 |
| Other receivables | | 3,566 | | 4,467 |
| Total | \u00a0 | 177,894 | \u00a0 | 134,503 |
\u201cADM guarantee deposits\u201d represents 0.5% of amounts waged using devices connected to the online network. Such deposits are reimbursed to the Concessionaire when certain service levels are achieved.
\u201cGaming online accounts\u201d refers to bank deposits related to the amounts paid into online accounts by players. In accordance with the terms of the concession, specific bank accounts must be used for the safekeeping and management of these amounts, and for this reason they are classified as other assets. The increase is mainly attributable to the consolidation of the SKS365 Acquisition for Euro 13.4 million.
\"Accrued income and prepayments \" mainly include the recognition of prepaid expenses on arrangement fees and underwriting fees for the Revolving Credit Facility and prepaid expenses for the costs related to the sureties paid against the concessions\u2019 renewals. The increase of Euro 6.5 million is mainly attributable to the consolidation of SKS365 for Euro 4.5 million and higher multi-year insurance costs.
\u201cGaming halls receivables\u201d mainly relates to activities of Retail and Street Operations relating to AWP and VLT betting collection from the network.
The increase of \u201cTax receivables\u201d is mainly attributable to the consolidation of the SKS365 Acquisition for Euro 4.0 million and receivables from Piano Nazionale Ripresa e Resilienza (\u201cPNRR\u201d).The following table provides a summary of key information relating to other current and non-current assets:
| (In thousands of Euro) | \u00a0 | As of 31 December 2024 | of which current | As of 31 December 2023 | of which current |
| Gaming online accounts | \u00a0 | 56,458 | 56,458 | 36,144 | 36,144 |
| ADM guarantee deposits | | 52,087 | 52,087 | 53,465 | 53,465 |
| Accrued income and prepayments | \u00a0 | 22,940 | 14,247 | 16,472 | 8,207 |
| Gaming halls receivables | \u00a0 | 16,351 | 16,351 | 15,230 | 15,198 |
| Guarantee deposits | \u00a0 | 13,811 | 9,443 | 4,274 | 686 |
| Tax receivables | \u00a0 | 12,681 | 10,340 | 4,451 | 2,255 |
| Other receivables | | 3,566 | 3,153 | 4,467 | 4,200 |
| Total | \u00a0 | 177,894 | 162,079 | 134,503 | 120,155 |
The following table provides a breakdown of \u201cOther current and non-current assets\u201d:
| \u00a0 | As of 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| Gaming online accounts | \u00a0 | 56,458 | \u00a0 | 36,144 |
| ADM guarantee deposits | | 52,087 | | 53,465 |
| Accrued income and prepayments | \u00a0 | 22,940 | \u00a0 | 16,472 |
| Gaming halls receivables | \u00a0 | 16,351 | \u00a0 | 15,230 |
| Guarantee deposits | \u00a0 | 13,811 | \u00a0 | 4,274 |
| Tax receivables | \u00a0 | 12,681 | \u00a0 | 4,451 |
| Other receivables | | 3,566 | | 4,467 |
| Total | \u00a0 | 177,894 | \u00a0 | 134,503 |
11.7.6 Legislative and regulatory provisions
11.7.6.1 ADIs
11.7.6.1.1 PREU and payout rates \u2013 2024
The PREU flat-rate tax is the tax applied to the ADI segment. It was introduced by Law Decree no. 326 of 24 November 2003 and it is calculated by applying the required percentage rate to the total of bets placed in each relevant activity, namely, for AWP activities and for VLT activities.
In 2024, the PREU rates for AWP and VLT are 24.0% and 8.6% respectively and were unchanged compared to those applicable in 2023.
In 2024, the minimum payout levels for AWP and VLT are respectively 65.0% and 83.0% of bet and were unchanged compared to those applicable in 2023.
11.7.6.1.2 Onerous extension of ADI concessions The ADI concessions expired on 31 December 2024 and have been subject to an onerous extension until 31 December 2026, pursuant to Law no. 207 of 30 December 2024 (hereinafter \u201cBudget Law 2025\u201d).
ADM Directorial Determination No. 42506/RU of 10 January 2025 provides that:
The concession fees due pursuant Law No. 207 of 30 December 2024 for the extension of the concessions in the preamble are paid by each concessionaire as follow:
\u25cffor the year 2025, in three equal installments due on 15 March 2025, 15 July 2025 and 1 October 2025, respectively;
\u25cffor the year 2026, in three equal installments due on 15 March 2026, 15 July 2026 and 1 October 2026, respectively.
11.7.6.1.3 AWP-R
Pursuant to the 2016 Stability Law and as subsequently modified, most recently by the provisions of Law No. 145 of 30 December 2018, the ADM developed a draft Ministerial Decree setting out technical rules for the production of entertainment devices pursuant to Article 110, Paragraph 6, letter a) of the TULPS that permit remote gaming. This draft was forwarded to the Finance Legislative Office for final approval. As clarified by the ADM in the note relating to the 2025 Development Plan, \u201cBased on the timelines that will be provided, each concession holder will proceed within its area of responsibility to adapt the network structures and connectivity and replace the equipment, PDAs and communication structures of the telematic networks\u201d.
At reporting date, the decree containing technical rules for the production of AWP-R has not yet been issued.
11.7.6.2 Betting and GAD
11.7.6.2.1 Betting concessions held by the Group
The following table provides a summary of the betting concessions held by the Group as of 31 December 2024:
| Concession No. | Company | Announcement | Betting offering | Number of rights 2024 |
| 4098 | GBO Italy S.p.A. | Bersani betting shops | Sport | 421 |
| 4098 | GBO Italy S.p.A. | Bersani betting shops | Sport | 1,241 |
| 4341 | GBO Italy S.p.A. | Bersani betting shops | Horse racing | 13 |
| 4805 | GBO Italy S.p.A. | Giorgetti betting shops | Horse racing | 12 |
| 4504 | GBO Italy S.p.A. | Monti | Sport + Horse racing | 358 |
| 72000 | GBO Italy S.p.A. | Tax regularization pursuant to article 1 co. 643 L. 190/2014 | Sport + Horse racing | 993 |
| Concession No. | Company | Announcement | Betting offering | Number of rights 2024 |
| 4538 | Ricreativo B S.p.A. | Monti | Sport + Horse racing | 8 |
| 4869 | Ricreativo B S.p.A. | \u00a0Giorgetti betting shops | Horse racing | 1 |
| Concession No. | Company | Announcement | Betting offering | Number of rights 2024 |
| 4584 | PWO Limited | Monti | Sport + Horse racing | 1 |
| 72002 | PWO Limited | Tax regularization | Sport + Horse racing | 1,002 |
| pursuant to article 1 co. 643 L. 190/2014 |
11.7.6.2.2 Betting duties (\u201cImposta Unica\u201d)
From 1 January 2025, pursuant to the provisions of Budget Law 2025, the betting duties (\u201cImposta Unica\u201d) on prediction and bets is established:
a)for remote skill games with cash prizes, including card games in tournament mode and card games in modes other than tournament, as well as for fixed-odds games of chance and remote bingo, in the amount of 25.5% of the sums that are not returned to the player, according to the game rule;
b)for fixed-odds sports betting, in the amount of 20.5%, if bet takes place on a physical network, and 24.5%, if bet takes place remotely, applied to the difference between the amount bet and the winnings paid;
c)for fixed-odds bets on simulated events, pursuant to Law no. 296 of 27 December 2006, in the amount of 24.5% of the bet net of the amount paid to the player in winnings, according to the game rules.
11.7.6.2.3 Withdrawal on winnings
From 1 January 2025, pursuant to the provisions of the 2025 Budget Law (Article 1, paragraph 93), the tax applied on fixed-odds horse racing bets is set at 20.5% and 24.5% for those collected on the physical network and for those collected remotely, respectively. Those rates are applied to the difference between the bet amount and the winnings paid, without prejudice to the distribution of the periodic withdrawal pursuant Law no. 205 of 2017.
11.7.6.2.4 Onerous extension of Betting and GAD concessions
Betting concessions expired on 31 December 2024 and have been subject to an onerous extension until 31 December 2026, pursuant to the 2025 Budget Law.
ADM Directorial Determination No. 13771/RU of 3 January 2025 provides that:
The annual amount due is paid by the concessionaire, by the owner of the physical network collection or by the owner of the regularized betting points with the methods indicated below:
\u25cffor the year 2025, in two installments of equal amount due on 30 April 2025 and 31 October 2025, respectively;
\u25cffor the year 2026, in two installments of equal amount due on 30 April 2026 and 31 October 2026, respectively.
With specific reference to the GAD sector, pursuant to Article 6 of Legislative Decree No. 36 of 31 March 2023, ADM announced the open electronic procedure concerning the assignment of concessions for the activities and functions for the operation of public games referred to Legislative Decree No. 41 of 25 March 2024 (i.e. online games), through the activation and management of the remote gaming network, with the exclusion of collection at public places as per the tender notice published in the Official Journal of the European Union on 18 December 2024.With Directorial Determination No. 777860/RU of 17 December 2024, ADM provided that:
The concessions for the collection of remote gaming, pursuant to Legislative Decree No. 41 of 25 March 2024 are assigned:
\u25cfto all economic operators who have the specific requirements and conditions, set out in the tender notice and valid for the entire duration of the concession;
\u25cfupon payment, at the time of award, of a one-off fee of Euro 7 million, to be paid in the manner set out in the aforementioned Legislative Decree;
\u25cfwith a maximum numerical limit of five concessions that can be requested by a single corporate group.
Applications may be submitted from 31 March 2025 to 30 May 2025.
Consequently, the concessions relating to remote gaming in place as of today and expired on 31 December 2024, have been extended by ADM Directorial Determination No. 790999 of 20 December 2024 until 17 September 2025, the final deadline for the procedure of the concession of the remote gaming referred to in Article 6 of Legislative Decree No. 41 of 25 March 2024.
Pursuant to Article 2 of the aforementioned Determination, each GAD concessionaire of the Group has expressly communicated to ADM its adhesion to the technical extension, committing to pay the due fees and to adjust the guarantees in the manner and within the terms established by ADM. In this regard, ADM established the following:
For the purposes of the technical extension, concessionaires must pay a fee in two installments, calculated as follows: by 15 February 2025:
\u25cffor concessionaires holding a concession pursuant to Article 1 of Law No. 2008 of 28 December 2015, an amount equal to 1/14 of the one-off fee of Euro 200 thousand;
ofor concessionaires holding a concession pursuant to Article 24 of Law No. 88 of 7 July 2009, an amount equal to 1/18 of the one-off fee, provided for by the concession based on the games for which the concession was requested;
\u25cfby 15 July 2025:
ofor concessionaires holding a concession pursuant to Article 1 of Law No. 2008 of 28 December 2015, an amount equal to 78/2555 of the one-off fee of Euro 200 thousand, corresponding to the days actually remaining with respect to the deadline of 17 September 2025;
ofor concessionaires holding a concession pursuant to Article 24 of Law No. 88 of 7 July 2009, an amount equal to 78/3285 of the one-off fee, provided for the concession in relation to the games for which was requested, corresponding to the days remaining to the deadline of 17 September 2025;
\u25cfby 1 October 2025, in the event that the sole project manager proceeds, pursuant to Article 1, paragraph 2, to a further extension, the further fee will be calculated using the methods set out in letter b), based on the actual number of days of extension.
Management believes that the Group's concessionaire companies meet all the requirements and conditions set out in the tender notice and, therefore, have a reasonable expectation regarding the
assignment of the aforementioned concessions, based on the elements and information available at the reporting date. The tender notice provides that the concessions will be awarded during 2025 following verification by ADM of compliance with the technical-infrastructural requirements.11.7.6.3 Bingo
As result of the Budget Law 2025, bingo concessions, expired on 31 December 2024, have been subject to an onerous extension until 31 December 2026. Starting from 1 January 2025; the jackpot has been set at a minimum of 70% and a maximum of 71% of the selling price of the bingo cards.
Due to the regulatory changes introduced by the 2025 Budget Law, ADM note No. 43702 of 10 January 2025 established that the annual payment of the amount of Euro 108,000.00 for each concession should be paid in two installments of Euro 54,000.00 each by 31 January and 30 June of each year",
"dimensions": {
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"v1-page223-cflshid_99208-tag69537": {
"value": "ADM guarantee deposits\u201d represents 0.5% of amounts waged using devices connected to the online network. Such deposits are reimbursed to the Concessionaire when certain service levels are achieved. \u201cGaming online accounts\u201d refers to bank deposits related to the amounts paid into online accounts by players. In accordance with the terms of the concession, specific bank accounts must be used for the safekeeping and management of these amounts, and for this reason they are classified as other assets. The increase is mainly attributable to the consolidation of the SKS365 Acquisition for Euro 13.4 million.
\"Accrued income and prepayments \" mainly include the recognition of prepaid expenses on arrangement fees and underwriting fees for the Revolving Credit Facility and prepaid expenses for the costs related to the sureties paid against the concessions\u2019 renewals. The increase of Euro 6.5 million is mainly attributable to the consolidation of SKS365 for Euro 4.5 million and higher multi-year insurance costs.
\u201cGaming halls receivables\u201d mainly relates to activities of Retail and Street Operations relating to AWP and VLT betting collection from the network.
The increase of \u201cTax receivables\u201d is mainly attributable to the consolidation of the SKS365 Acquisition for Euro 4.0 million and receivables from Piano Nazionale Ripresa e Resilienza (\u201cPNRR\u201d).The following table provides a summary of key information relating to other current and non-current assets:
| (In thousands of Euro) | \u00a0 | As of 31 December 2024 | of which current | As of 31 December 2023 | of which current |
| Gaming online accounts | \u00a0 | 56,458 | 56,458 | 36,144 | 36,144 |
| ADM guarantee deposits | | 52,087 | 52,087 | 53,465 | 53,465 |
| Accrued income and prepayments | \u00a0 | 22,940 | 14,247 | 16,472 | 8,207 |
| Gaming halls receivables | \u00a0 | 16,351 | 16,351 | 15,230 | 15,198 |
| Guarantee deposits | \u00a0 | 13,811 | 9,443 | 4,274 | 686 |
| Tax receivables | \u00a0 | 12,681 | 10,340 | 4,451 | 2,255 |
| Other receivables | | 3,566 | 3,153 | 4,467 | 4,200 |
| Total | \u00a0 | 177,894 | 162,079 | 134,503 | 120,155 |
9.12 Tax receivables and payables As of 31 December 2024, \u201cTax receivables\u201d, amounting to Euro 2.2 million (Euro 0.9 million as of 31 December 2023), represents tax receivables in relation to IRES (for companies not in scope of tax consolidation) and IRAP taxes for the year, net of related payables.
\u201cTax payables\u201d, amounting to Euro 23.1 million as of 31 December 2024 (Euro 4.6 million as of 31 December 2023) were mainly related to (i) amounts due in respect of IRES and IRAP, net of related receivables, by the Group companies included in the tax consolidation, and (ii) the liability for the tax litigation of PWO Limited Austrian branch for approximately Euro 6.1 million. For further details see Note 11.7.3",
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"v1-page224-cflshid_99377-tag69541": {
"value": "9.13 Cash and cash equivalents The following table provides a breakdown of \u201cCash and cash equivalents\u201d:
| \u00a0 | As of 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| Bank deposits | | 130,299 | | 267,550 |
| Cash on hand | \u00a0 | 33,857 | \u00a0 | 27,132 |
| Total | \u00a0 | 164,156 | \u00a0 | 294,682 |
Reference is made to the Consolidated Statement of Cash Flows for further details regarding movements during the year in Cash and cash equivalents.
",
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"v1-page225-cflshid_99886-tag69564": {
"value": "9.14 Shareholders\u2019 equity 9.14.1 Share capital
The Company's share capital amounted to Euro 10,000 thousand as of 31 December 2024 and was divided into 251,630,412 ordinary shares without nominal value (unchanged from 31 December 2023).
9.14.2 Reserves and retained earnings
A description of the movement of reserves and retained earnings can be found in the Consolidated Statement of Changes in Equity.
The share premium reserve amounts to Euro 368.4 million as of 31 December 2024. This reserve originates from the capital increase on the listing of the Company on 3 May 2023. During 2024, this reserve decreased by Euro 65.4 million following the distribution of dividends approved by the Company's shareholders' meeting on 9 April 2024.
The \u201cShare premium reserve\u201d is stated net of the transaction costs of the capital increase and the associated tax effect.
Other reserves amount to Euro 37.5 million as of 31 December 2024 unchanged compared to 31 December 2023.
9.14.3 Equity attributable to non-controlling interests Equity attributable to non-controlling interests represents the interest of third parties in the companies controlled by the Group. Related movements in such non-controlling interests are reported in the Consolidated Statement of Changes in Equity.
Equity attributable to non-controlling interests increased by Euro 4.3 million during the year ended 31 December 2024. The increase is mainly related to the acquisition of Rete Gioco Italia S.r.l., Bakoo S.p.A., the minority shares of New Matic S.r.l. and the Fox Service S.r.l. branch. This increase was partially offset by the effect on equity attributable to non-controlling interests resulting from the acquisition of the minority shares of Billions Italia S.r.l. and from dividends to non-controlling interests.
",
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"v1-page225-cflshid_99886-tag69542": {
"value": "9.14.1 Share capital
The Company's share capital amounted to Euro 10,000 thousand as of 31 December 2024 and was divided into 251,630,412 ordinary shares without nominal value (unchanged from 31 December 2023).",
"dimensions": {
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"v1-page225-cflshid_99886-tag69543": {
"value": "9.14.2 Reserves and retained earnings
A description of the movement of reserves and retained earnings can be found in the Consolidated Statement of Changes in Equity.
The share premium reserve amounts to Euro 368.4 million as of 31 December 2024. This reserve originates from the capital increase on the listing of the Company on 3 May 2023. During 2024, this reserve decreased by Euro 65.4 million following the distribution of dividends approved by the Company's shareholders' meeting on 9 April 2024.
The \u201cShare premium reserve\u201d is stated net of the transaction costs of the capital increase and the associated tax effect.
Other reserves amount to Euro 37.5 million as of 31 December 2024 unchanged compared to 31 December 2023.
",
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"v1-page226-cflshid_100178-tag69544": {
"value": "9.15 Employee benefit liabilities The following table provides a breakdown of \u201cEmployee benefit liabilities\u201d:
| (In thousands of Euro) | \u00a0 | \u00a0 |
| Employee benefit liabilities | | Total |
| Balance as of 31 December 2022 | \u00a0 | 17,979 |
| Business combination | \u00a0 | 2,047 |
| Service cost | \u00a0 | 2,792 |
| Interest cost | \u00a0 | 707 |
| Advances and benefits paid | \u00a0 | (1,335) |
| Actuarial gains/(losses) | \u00a0 | (174) |
| Balance as of 31 December 2023 | \u00a0 | 22,016 |
| Business combination | \u00a0 | 2,932 |
| Service cost | \u00a0 | 3,363 |
| Interest cost | \u00a0 | 765 |
| Advances and benefits paid | \u00a0 | (1,938) |
| Actuarial gains/(losses) | \u00a0 | (408) |
| Balance as of 31 December 2024 | \u00a0 | 26,730 |
The increases for the year ended 31 December 2024 are mainly related to the integration of SKS365 and Rete Gioco Italia into the scope of consolidation, while the decreases are related to advance and benefits paid (in the event of disposals or retirements) which occurred during 2024.
The following tables detail the main financial and demographic assumptions adopted in the actuarial calculations:
| \u00a0 | \u00a0 | As of 31 December |
| Financial assumptions | \u00a0 | 2024 | 2023 |
| Discount rate | \u00a0 | 3.38% | 3.17% |
| Inflation rate | \u00a0 | 2.00% | 2.00% |
| Annual TFR increase | \u00a0 | 3.00% | 3.00% |
| Annual salary increase | | Executives 2.50% | Executives 2.50% |
| Middle managers 1.00% | Middle managers 1.00% |
| White collar 1.00% | White collar 1.00% |
| \u00a0 | Blue collar 1.00% | Blue collar 1.00% |
| Demographic assumptions | \u00a0 | \u00a0 |
| Mortality rate | \u00a0 | ISTAT 2022 |
| Disability | \u00a0 | INPS (social security) tables by age and gender |
| Retirement | | 100% on reaching AGO requirements |
| Annual turnover and frequency of advance payments | \u00a0 | |
| Frequency of advance payments | \u00a0 | 0.50% |
| Turnover rate | \u00a0 | 10.00% |
The following table shows the results of sensitivity analyses performed for each actuarial assumption, highlighting the effects (in absolute terms) that would have occurred upon reasonable possible changes, as of 31 December 2024, in actuarial assumptions:
| (In thousands of Euro) | \u00a0 | \u00a0 |
| Change in assumption | \u00a0 | Amount |
| Turnover rate +1.00% | \u00a0 | 26,768 |
| Turnover rate -1.00% | \u00a0 | 26,620 |
| Inflation rate +0.25% | \u00a0 | 27,048 |
| Inflation rate -0.25% | \u00a0 | 26,356 |
| Discount rate +0.25% | \u00a0 | 26,260 |
| Discount rate -0.25% | \u00a0 | 27,151 |
The average financial duration of the obligation as of 31 December 2024 was 10.5 years. The following table provides a summary overview of expected plan disbursements: | Expected disbursements | \u00a0 | \u00a0 |
| Years | \u00a0 | (In thousands of Euro) |
| 1 | \u00a0 | 3,897 |
| 2 | \u00a0 | 3,427 |
| 3 | \u00a0 | 3,313 |
| 4 | \u00a0 | 3,525 |
3,5129.17 Provisions for risks and charges The following table provides a breakdown of \u201cProvisions for risks and charges\u201d:
| (In thousands of Euro) | \u00a0 | Total |
| Balance as of 31 December 2022 | \u00a0 | 27,845 |
| Business combination | | 107 |
| Provisions/ (Releases) | \u00a0 | (1,977) |
| Reclassifications | \u00a0 | (5,041) |
| Other movements | | (16,043) |
| Balance as of 31 December 2023 | \u00a0 | 4,891 |
| Business combination | | 6,709 |
| Provisions/ (Releases) | \u00a0 | 785 |
| Utilizations | \u00a0 | (58) |
| Other movements | | (6,163) |
| Balance as of 31 December 2024 | \u00a0 | 6,164 |
9.16 Current and non-current financial liabilitiesThe following table provides a breakdown of \u201cCurrent and non-current financial liabilities\u201d:
| \u00a0 | \u00a0 | As of 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| May 2024 Notes | | 890,096 | | - |
| December 2023 Notes | \u00a0 | 487,737 | \u00a0 | 486,188 |
| June 2023 Notes | \u00a0 | 556,258 | \u00a0 | 1,088,327 |
| 2022 Notes | \u00a0 | - | \u00a0 | 342,506 |
| Accrued interest \u2013 May 2024 Notes | \u00a0 | 3,652 | \u00a0 | - |
| Accrued interest \u2013 December 2023 Notes | \u00a0 | 1,707 | \u00a0 | 944 |
| Accrued interest \u2013 June 2023 Notes | \u00a0 | 3,355 | \u00a0 | 6,156 |
| Accrued interest \u2013 2022 Notes | \u00a0 | - | \u00a0 | 15,641 |
| Payables for leasing | \u00a0 | 81,169 | \u00a0 | 75,908 |
| Put option liability | \u00a0 | 56,614 | \u00a0 | 49,518 |
| Payables for acquisitions | \u00a0 | 51,129 | \u00a0 | 93,868 |
| Bank borrowings | \u00a0 | 2,561 | \u00a0 | 4,384 |
| Interest Rate Swap liabilities | \u00a0 | 13,147 | \u00a0 | 8,937 |
| Other financial payables | | 1,402 | | 13,713 |
| Total | \u00a0 | 2,148,827 | \u00a0 | 2,186,090 |
\u201cCurrent and non-current financial liabilities\u201d included: \u25cfnotes issued on 1 June 2023, 14 December 2023 and 29 May 2024 for principal amounts of Euro 565 million, Euro 500 million and Euro 900 million respectively, recognized at amortized cost. Transaction costs incurred for the main part included professional fees related to the notes issue as well as the discount on issue (the latter in relation to the December 2023 Notes). It should be noted that during 2024, Lottomatica S.p.A. (merged into the Company during 2024) early repaid the notes issued on 27 September 2022 and the floating portion signed on 1 June 2023 for a total of Euro 900 million; \u25cfbank borrowings mainly relating to existing financing of Ricreativo B for Euro 2.1 million;
\u25cfthe Interest Rate Swap liability, mainly related to the fair value of the derivative contracts of a total notional amount of Euro 775 million to partially hedge the risk linked to a potential change in the interest rate of the floating rate May 2024 and December 2023 Notes (as defined below). The total fair value is a negative amount of Euro 11.4 million as of 31 December 2024. The cash flow hedge reserve is negative, net of the related tax effect, for Euro 8.7 million as of 31 December 2024 (negative for Euro 5.7 million as of 31 December 2023);
\u25cfthe put option liability, recognized at its present value of Euro 56.6 million as of 31 December 2024 (Euro 49.5 million as of 31 December 2023), based on the best estimate of the disbursement to acquire the residual share capital from non-controlling shareholders;
\u25cfthe remaining payables outstanding in relation to the acquisitions of Goldbet (now GBO Italy), Ricreativo B, Rete Gioco Italia, Sea and the acquisition of certain businesses.With regard to the acquisition of GoldBet (now GBO Italy), the payable relating to the deferred price component amounted to Euro 27.6 million as of 31 December 2024 (Euro 29.7 million as of 31 December 2023), of which Euro 5 million deposited in an escrow account.
It should be noted that Euro 2.4 million was paid on 4 December 2024.
The payable relating to the deferred price component for the acquisition of Rete Gioco Italia S.r.l. amounted to Euro 5.7 million as of 31 December 2024.
The payable relating to the deferred price component for the acquisition of Ricreativo B amounted to Euro 2.5 million as of 31 December 2024. The repayment of this payable is expected in 24 monthly instalments from the date of completion of the acquisition.
The payable relating to the deferred price components of the acquisitions of Sea S.r.l. amounted to Euro 2.2 million as of 31 December 2024.
The payable relating to the deferred price components of other acquisitions amounted to Euro 13.1 million as of 31 December 2024.
\u25cfpayables relating to the lease liabilities recognized following the adoption of IFRS 16, representing the present value of the remaining lease payments as of 31 December 2024, including accrued finance expenses and charges contractually provided for as of such date. For further details see Note 2.4.20.7 above.
\u25cfOther payables, amounting to Euro 1.4 million as of 31 December 2024. The item amounted to Euro 13.7 million as of 31 December 2023 and are mainly related to commitment fees on the bridge facility and the payables for underwriting fees incurred for the issuance of the December 2023 Notes.
There are no non-current financial liabilities due over 5 years, other than the December 2023 Notes, the May 2024 Notes and a residual part of lease liabilities.
The following table provides a summary of key information relating to financial liabilities:
| (In thousands of Euro) | \u00a0 | As of 31 December 2024 | \u00a0 | of which current | \u00a0 | As of 31 December 2023 | \u00a0 | of which current |
| Notes | | 1,934,091 | \u00a0 | - | | 1,917,021 | | - |
| Accrued interest on Notes | \u00a0 | 8,714 | \u00a0 | 8,714 | \u00a0 | 22,741 | \u00a0 | 22,741 |
| Payables for acquisitions | \u00a0 | 51,129 | \u00a0 | 46,840 | \u00a0 | 93,868 | \u00a0 | 90,159 |
| Payables for leasing | \u00a0 | 81,169 | \u00a0 | 21,552 | \u00a0 | 75,908 | \u00a0 | 18,592 |
| Put option liability | \u00a0 | 56,614 | \u00a0 | 18,348 | \u00a0 | 49,518 | \u00a0 | 16,861 |
| Interest Rate Swap liabilities | \u00a0 | 13,147 | \u00a0 | 1,740 | \u00a0 | 8,937 | \u00a0 | 1,398 |
| Bank borrowings | \u00a0 | 2,561 | \u00a0 | 1,795 | \u00a0 | 4,384 | \u00a0 | 2,329 |
| Other financial payables | | 1,402 | \u00a0 | 1,402 | | 13,713 | | 13,713 |
| Total | \u00a0 | 2,148,827 | \u00a0 | 100,391 | \u00a0 | 2,186,090 | \u00a0 | 165,793 |
The following table provides changes in liabilities arising from financing activities as required by IAS7:| (In thousands of Euro) | \u00a0 | As of 31 December 2023 | \u00a0 | Cash flow from financing activities | \u00a0 | Non-cash changes | \u00a0 | As of 31 December 2024 |
| Notes | | 1,917,021 | | (10,857) | | 27,927 | | 1,934,091 |
| Accrued interest on Notes | \u00a0 | 22,741 | \u00a0 | (129,370) | \u00a0 | 115,343 | \u00a0 | 8,714 |
| Payables for acquisitions | \u00a0 | 93,868 | \u00a0 | (60,852) | \u00a0 | 18,113 | \u00a0 | 51,129 |
| Payables for leasing | \u00a0 | 75,908 | \u00a0 | (24,676) | \u00a0 | 29,937 | \u00a0 | 81,169 |
| Put option liability | \u00a0 | 49,518 | \u00a0 | - | \u00a0 | 7,096 | \u00a0 | 56,614 |
| Interest Rate Swap liabilities | \u00a0 | 8,937 | \u00a0 | (22,357) | \u00a0 | 26,567 | \u00a0 | 13,147 |
| Bank borrowings | \u00a0 | 4,384 | \u00a0 | (2,871) | \u00a0 | 1,048 | \u00a0 | 2,561 |
| Other financial payables | | 13,713 | | (13,793) | | 1,482 | | 1,402 |
| Total | \u00a0 | 2,186,090 | \u00a0 | (264,776) | \u00a0 | 227,513 | \u00a0 | 2,148,827 |
| (In thousands of Euro) | \u00a0 | As of 31 December 2022 | \u00a0 | Cash flow from financing activities | \u00a0 | Non-cash changes | \u00a0 | As of 31 December 2023 |
| Notes | | 1,543,390 | | 366,606 | | 7,025 | | 1,917,021 |
| Accrued interest on Notes | \u00a0 | 35,913 | | (128,173) | | 115,001 | | 22,741 |
| Gamma Bondco loan | | 250,000 | | (250,000) | | - | | - |
| Accrued interest on Gamma Bondco Loan | | 23,375 | | (30,322) | | 6,947 | | - |
| Payables for acquisitions | \u00a0 | 94,284 | | (21,532) | | 21,116 | | 93,868 |
| Payables for leasing | \u00a0 | 68,215 | | (20,363) | | 28,056 | | 75,908 |
| Put option liability | \u00a0 | 1,773 | | - | | 47,745 | | 49,518 |
| Interest Rate Swap liabilities | \u00a0 | 81 | | (2,602) | | 11,458 | | 8,937 |
| Bank borrowings | \u00a0 | 840 | | (1,436) | | 4,980 | | 4,384 |
| Other financial payables | | - | | (1,981) | | 15,694 | | 13,713 |
| Total | \u00a0 | 2,017,871 | | (89,803) | | 258,022 | | 2,186,090 |
9.16.1 May 2024 Notes
On 29 May 2024, Lottomatica S.p.A. (merged into the Company during 2024) issued senior secured notes for a total principal of Euro 900 million (the \u201cMay 2024 Notes\u201d), of which (i) Euro 500 million bearing interest at a fixed annual rate of 5.375%, to be paid semiannually, commencing on 1 December 2024 maturing in 2030, and (ii) Euro 400 million bearing interest equal to the sum of three-month EURIBOR (with a 0% floor) plus 3.250% per annum to be paid quarterly, commencing on 1 September 2024 and maturing in 2031. The May 2024 Notes were admitted to listing on the Euro MTF market organized and managed by the Luxembourg Stock Exchange and the Euronext Access Milan segment (previously known as ExtraMOT) of Borsa Italiana.
Collateral posted as security in relation to the May 2024 Notes included liens on the following: (i) material bank accounts of the Company, (ii) receivables in respect of certain material intercompany loans owed to the Company, (iii) all of the issued share capital of GGM S.p.A. held by the Company, and (iv) all of the issued share capital of GBO S.p.A. held by the Company. Ratings as of the issue date were as follows: BB- (S&P) and Ba3 (Moody\u2019s).Proceeds from the notes issue were used, together with the available cash, to finance (i) the early repayment of the senior secured notes issued on 27 September 2022, for a principal amount of Euro 350 million (the \u201c2022 Notes\u201d) and the floating rate portion of the senior secured notes issued on 1 June 2023 for a principal amount of Euro 550 million (the \u201cJune 2023 Floating Rate Notes\u201d and together with the 2022 Notes, the \u201c2024 Notes Repaid\u201d), in addition to accrued and unpaid interest; and (ii) the make-whole payment due to early repayment.
The May 2024 Notes (or a portion thereof) can be reimbursed in advance, under the conditions described below:
\u2022with regard to the floating rate share: i) if reimbursed prior to 1 June 2025, the issuer is required to repay a total of 100% of the principal amount reimbursed plus the Floating Rate Applicable Premium, plus unpaid interest due; ii) if reimbursed in advance but from 1 June 2025 onwards, the issuer is required to repay the principal amount reimbursed at par plus the Additional Amount and unpaid interest due;
\u2022with regard to the fixed rate share: i) if reimbursed prior to 1 June 2026, the issuer is required to repay a total of 100% of the principal amount reimbursed plus the Fixed Rate Applicable Premium, plus unpaid interest due; ii) if reimbursed between 1 June 2026 and 31 May 2027, the issuer is required to repay a total of 102.6875% of the principal amount reimbursed plus the Additional Amounts, plus unpaid interest due; iii) if reimbursed between 1 June 2027 and 31 May 2028, the issuer is required to repay a total of 101.3437% of the principal amount reimbursed plus the Additional Amount, plus unpaid interest due; and iv) if reimbursed in advance but from 1 June 2028 onwards, the issuer is required to repay the principal amount reimbursed plus the Additional Amount and unpaid interest due.
9.16.2 June 2023 notes
On 1 June 2023, Lottomatica S.p.A. (merged into the Company during 2024) issued senior secured notes for a total principal of Euro 1,115 million of which (i) Euro 565 million bearing interest at a fixed annual rate of 7.125%, to be paid semiannually, commencing on 1 December 2023 (the \u201cJune 2023 Notes\u201d), and (ii) Euro 550 million issued below par (at 99%), bearing interest equal to the sum of three-month EURIBOR (with a 0% floor) plus 4.125% per annum to be paid quarterly, commencing on 1 September 2023. The notes were admitted to listing on the Euro MTF market organized and managed by the Luxembourg Stock Exchange and the ExtraMOT Pro segment of Borsa Italiana and mature in 2028. As previously reported, the floating portion of this notes, for Euro 550 million, was repaid during 2024. Collateral posted as security in relation to the June 2023 Notes included liens on the following: (i) receivables in respect of certain material intercompany loans owed to Lottomatica Group (if any), (ii) material bank accounts of the Company, (iii) the entire share capital of GGM S.p.A. held by the Company (iv) all of the issued share capital of GBO S.p.A. held by the Company, and (iv) all of the issued share capital of GBO S.p.A. held by the Company. Ratings as of the issue date were as follows: BB- (S&P) and Ba3 (Moody\u2019s).
Proceeds from the notes issue were used to finance (i) the early repayment of the senior secured notes issued on 1 April 2021 and 23 July 2020 for a total principal amount of Euro 1,115 million in addition to accrued and unpaid interest; and (ii) the make-whole payment due to early repayment.The June 2023 Notes (or a portion thereof) can be reimbursed in advance, under the conditions described below:
i) until 1 June 2025, the issuer is required to repay a total of 100% of the principal amount reimbursed plus the Fixed Rate Applicable Premium, plus unpaid interest due; ii) if reimbursed between 1 June 2025 and 31 May 2026, the issuer is required to repay a total of 103.5625% of the principal amount reimbursed plus the Additional Amounts, plus unpaid interest due; iii) if reimbursed between 1 June 2026 and 31 May 2027, the issuer is required to repay a total of 101.7813% of the principal amount reimbursed plus the Additional Amount, plus unpaid interest due; and iv) if reimbursed in advance but from 1 June 2027 onwards, the issuer is required to repay the principal amount reimbursed plus the Additional Amount and unpaid interest due. 9.16.3 December 2023 notes
In order to finance the SKS365 Acquisition, on 14 December 2023 Lottomatica S.p.A. (merged into the Company during 2024) issued senior secured notes (the \"December 2023 Notes\") for a principal amount of Euro 500 million, issued below par (at 99.5%) bearing interest equal to the sum of the three-month EURIBOR (with a floor of 0%) plus 4.000% per annum to be paid quarterly from 1 March 2024. The December 2023 Notes were admitted to listing on the Euro MTF market organized and managed by the Luxembourg Stock Exchange and the Euronext Access Milan segment (formerly ExtraMOT) of Borsa Italiana and mature in 2030.
Collateral posted as security in relation to the December 2023 Notes included liens on the following: (i) receivables in respect of certain material intercompany loans owed to Lottomatica Group (if any), (ii) material bank accounts of the Company, (iii) the issued share capital of GGM S.p.A. and GBO S.p.A. held by the Company, and (iv) all of the issued share capital of GBO Italy S.p.A. held by the GBO S.p.A. Ratings as of the issue date were as follows: BB- (S&P) and Ba3 (Moody\u2019s).
The issuer may repay in advance, in whole or in part, the December 2023 Notes at any time from 15 December 2024, paying an amount equal to 100% of the notional amount to be reimbursed in addition to the Additional Amount and the accrued interest not yet paid.
9.16.4 Revolving credit facility On 3 May 2023, Lottomatica S.p.A. (merged into the Company during 2024), the lenders party thereto, UniCredit S.p.A., as security agent, inter alia, entered into a revolving credit facility agreement of Euro 350 million in addition to an incremental facility provided by Deutsche Bank S.p.A. of Euro 50 million as a guarantee facility thereunder available for bank guarantees. In addition, with the issuance of the December 2023 Notes and the completion of the SKS365 Acquisition, the revolving credit facility was increased to Euro 400 million (\u201cRevolving Credit Facility\u201d).
The Revolving Credit Facility matures on the earliest of the date falling six months prior to maturity of the notes issued or 3 May 2028, if earlier. Interest on the loan is set at Euribor plus a spread. The agreement provides that the spread may be reduced over time in line with variations in the ratio between
senior secured indebtedness net of cash and cash equivalents and EBITDA (i.e., the Consolidated Senior Secured Debt Ratio defined in the Revolving Credit Facility agreement) on a consolidated basis, as shown in the following table:| Consolidated Senior Secured Debt Ratio* | Annual spread (%) |
| > 2.3:1 | 3.5 |
| \u2264 2.3:1 e > 1.8:1 | 3.25 |
| \u2264 1.8:1 e > 1.3:1 | 3.0 |
| \u2264 1.3:1 e > 0.8:1 | 2.75 |
| \u2264 0.8:1 | 2.5 |
* As defined contractually.
The agreement provides that the Consolidated Senior Secured Debt Ratio should be calculated for the first time three calendar quarters after the closing date of 3 May 2023 and subsequently each quarter with regard to the preceding twelve months. The Consolidated Senior Secured Debt Ratio must not exceed 5.22:1 and is not valid if the utilizations do not exceed 40% of the revolving credit facility (the \u201cTest Condition\u201d, as defined contractually). The spread to be applied to amounts drawn down under the Revolving Credit Facility is adjusted based on the aforementioned ratio. The spread applicable at the current date in the event of utilizing the Revolving Credit Facility is 3.50%. As of 31 December 2024, the Test Condition is not met as the revolving credit facility was not utilized.
Collateral for the Revolving Credit Facility included securities on the following: (i) receivables in respect of certain material intercompany loans in respect of which Lottomatica Group is a creditor (if any); (ii) material bank accounts of the Company; (iii) the shares in GGM S.p.A. held by the Company; (iv) the shares in GBO S.p.A. held by the Company; (v) the shares in Gamenet S.p.A. held by its shareholder GGM S.p.A.; (vi) the shares in GBO Italy S.p.A. held by its shareholder GBO S.p.A. and (vii) the shares in Lottomatica Videolot Rete S.p.A. held by its shareholder GGM S.p.A.
In line with normal market practice in such cases, the terms and conditions of the Revolving Credit Facility also require that the Group comply with a series of restrictions regarding its right to undertake certain operations, unless specific restrictive covenants or specific exceptions provided for contractually are complied with.
Right to take on or guarantee further borrowing Other than in certain exceptional cases, the Group may only take on or guarantee further borrowing if it complies with certain requirements in terms of: a) the Fixed Charge Coverage Ratio or Consolidated Total Debt Ratio (in the case of non-secured debt); b) the Consolidated Senior Secured Debt Ratio in the case of secured debt, as shown below:
a)non-secured debt:
| CovenantsDescription*Contractual valueFixed Charge Coverage RatioEBITDA** / Fixed Charge**>= to 2.0OrConsolidated Total Debt RatioTotal Indebtedness net of Cash and Cash Equivalents** / EBITDA**<= to 3.15 |
* On a consolidated basis.
** As defined contractually.
b)secured debt:
| Covenants | Description* | Contractual value |
| Consolidated Senior Secured Debt Ratio | Senior Secured Total Indebtedness net of Cash and Cash Equivalents** / EBITDA** | <= to 2.90 |
* On a consolidated basis.
** As defined contractually.
The above ratios must be calculated at the time the Group intends to take on or guarantee further borrowing. The above conditions, however, do not prohibit the Group from taking on certain other specific borrowing set out in the contractual conditions of the Revolving Credit Facility and the notes issued. Right to distribute dividends The terms and conditions of the Revolving Credit Facility and the notes issued provide that the Group may make certain types of payment, including the distribution of dividends and distribution of reserves to shareholders, solely within certain limits and under certain specific conditions that are defined both for \u201cRestricted Payments\u201d, for \u201cPermitted Payments\u201d as well as the use of additional specific baskets.
As of the reporting date, Standard & Poor\u2019s had assigned Lottomatica Group S.p.A. a BB- rating and Moody\u2019s a Ba3 rating.
The contracts relating to the notes outstanding as of 31 December 2024 provided that certain of the aforementioned restrictions and covenants no longer apply if the notes achieve investment grade status, defined as a credit rating of BBB- or higher (S&P) and Baa3 or higher (Moody\u2019s).
Net Financial IndebtednessThe following is a breakdown of the Group's Net Financial Indebtedness as of 31 December 2024 compared with the situation as of 31 December 2023 determined in accordance with Consob Communication DEM/6064293 of 28 July 2006, as amended by Consob Communication No. 5/21 of 29 April 2021 and in accordance with ESMA Recommendations contained in \u201cGuidelines 32-382-1138 of 4 March 2021 on disclosure requirements under the prospectus regulation\u201d. | \u00a0 | \u00a0 | As of 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| A. Cash | | 164,156 | | 294,682 |
| B. Cash equivalent | \u00a0 | - | \u00a0 | - |
| C. Other current financial assets | | 30,396 | | 530,475 |
| D. Liquidity (A+B+C) | \u00a0 | 194,552 | \u00a0 | 825,157 |
| E. Current financial debt | | 3,155 | | 15,305 |
| F. Current portion of non-current financial debt | \u00a0 | 97,236 | \u00a0 | 150,488 |
| G. Current Financial Indebtedness (E+F) | \u00a0 | 100,391 | \u00a0 | 165,793 |
| H. Net Current Financial Indebtedness (G-D) | \u00a0 | (94,161) | \u00a0 | (659,364) |
| I. Non-current financial debt | | 114,345 | | 103,276 |
| J. Debt instruments | \u00a0 | 1,934,091 | \u00a0 | 1,917,021 |
| K. Non-current trade and other payables | | - | | - |
| L. Non-Current Financial Indebtedness (I+J+K) | \u00a0 | 2,048,436 | \u00a0 | 2,020,297 |
| M. Net Financial Indebtedness - ESMA (H+L) | \u00a0 | 1,954,275 | \u00a0 | 1,360,933 |
For a description on the Group\u2019s net financial indebtedness, please refer to the Director\u2019s Report.
Derivative financial instrument and hedge accounting
Lottomatica S.p.A. (merged into the Company during 2024), in order to partially hedge the risk to possible changes in interest rates on (i) the floating rate portion of the May 2024 Notes, which bear variable rate interest linked to the three-month EURIBOR rate plus a spread of 3.250%, and (ii) on the December 2023 Notes, which bear variable rate interest linked to the three-month EURIBOR rate plus a spread of 4.000%, entered into derivative contracts for (i) a total notional amount of Euro 275 million and (ii) a total notional amount of Euro 500 million, respectively. These derivative contracts (which are not listed on any official market) partially hedge from the risk linked to a potential increase in interest rates by exchanging:
\u2022with reference to the May 2024 Notes, the three-month EURIBOR rate with a contractually determined fixed interest rate of (i) 3.1120% with quarterly settlement, first payment date on 1 September 2024 and termination date 1 June 2027 for the Unicredit S.p.A. derivative contract and (ii) 3.117% with quarterly settlement, first payment date on 1 September 2024 and termination date 1 June 2027 for the Deutsche Bank derivative contract; and
\u2022with reference to the December 2023 Notes the three-month EURIBOR rate with a contractually determined fixed interest rate of (i) 2.627% with quarterly settlement, first payment date on 1 March 2024 and termination date 1 December 2026 for the Unicredit S.p.A. derivative contract and (ii) 2.59% with quarterly settlement, first payment date on 1 March 2024 and termination date 1 December 2026 for the Deutsche Bank AG derivative contract.The transaction qualifies as a cash flow hedge as it meets the hedge effectiveness requirements set out by IFRS 9",
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"v1-page228-cflshid_100851-tag69565": {
"value": "9.16 Current and non-current financial liabilitiesThe following table provides a breakdown of \u201cCurrent and non-current financial liabilities\u201d:
| \u00a0 | \u00a0 | As of 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| May 2024 Notes | | 890,096 | | - |
| December 2023 Notes | \u00a0 | 487,737 | \u00a0 | 486,188 |
| June 2023 Notes | \u00a0 | 556,258 | \u00a0 | 1,088,327 |
| 2022 Notes | \u00a0 | - | \u00a0 | 342,506 |
| Accrued interest \u2013 May 2024 Notes | \u00a0 | 3,652 | \u00a0 | - |
| Accrued interest \u2013 December 2023 Notes | \u00a0 | 1,707 | \u00a0 | 944 |
| Accrued interest \u2013 June 2023 Notes | \u00a0 | 3,355 | \u00a0 | 6,156 |
| Accrued interest \u2013 2022 Notes | \u00a0 | - | \u00a0 | 15,641 |
| Payables for leasing | \u00a0 | 81,169 | \u00a0 | 75,908 |
| Put option liability | \u00a0 | 56,614 | \u00a0 | 49,518 |
| Payables for acquisitions | \u00a0 | 51,129 | \u00a0 | 93,868 |
| Bank borrowings | \u00a0 | 2,561 | \u00a0 | 4,384 |
| Interest Rate Swap liabilities | \u00a0 | 13,147 | \u00a0 | 8,937 |
| Other financial payables | | 1,402 | | 13,713 |
| Total | \u00a0 | 2,148,827 | \u00a0 | 2,186,090 |
\u201cCurrent and non-current financial liabilities\u201d included: \u25cfnotes issued on 1 June 2023, 14 December 2023 and 29 May 2024 for principal amounts of Euro 565 million, Euro 500 million and Euro 900 million respectively, recognized at amortized cost. Transaction costs incurred for the main part included professional fees related to the notes issue as well as the discount on issue (the latter in relation to the December 2023 Notes). It should be noted that during 2024, Lottomatica S.p.A. (merged into the Company during 2024) early repaid the notes issued on 27 September 2022 and the floating portion signed on 1 June 2023 for a total of Euro 900 million; \u25cfbank borrowings mainly relating to existing financing of Ricreativo B for Euro 2.1 million;
\u25cfthe Interest Rate Swap liability, mainly related to the fair value of the derivative contracts of a total notional amount of Euro 775 million to partially hedge the risk linked to a potential change in the interest rate of the floating rate May 2024 and December 2023 Notes (as defined below). The total fair value is a negative amount of Euro 11.4 million as of 31 December 2024. The cash flow hedge reserve is negative, net of the related tax effect, for Euro 8.7 million as of 31 December 2024 (negative for Euro 5.7 million as of 31 December 2023);
\u25cfthe put option liability, recognized at its present value of Euro 56.6 million as of 31 December 2024 (Euro 49.5 million as of 31 December 2023), based on the best estimate of the disbursement to acquire the residual share capital from non-controlling shareholders;
\u25cfthe remaining payables outstanding in relation to the acquisitions of Goldbet (now GBO Italy), Ricreativo B, Rete Gioco Italia, Sea and the acquisition of certain businesses.With regard to the acquisition of GoldBet (now GBO Italy), the payable relating to the deferred price component amounted to Euro 27.6 million as of 31 December 2024 (Euro 29.7 million as of 31 December 2023), of which Euro 5 million deposited in an escrow account.
It should be noted that Euro 2.4 million was paid on 4 December 2024.
The payable relating to the deferred price component for the acquisition of Rete Gioco Italia S.r.l. amounted to Euro 5.7 million as of 31 December 2024.
The payable relating to the deferred price component for the acquisition of Ricreativo B amounted to Euro 2.5 million as of 31 December 2024. The repayment of this payable is expected in 24 monthly instalments from the date of completion of the acquisition.
The payable relating to the deferred price components of the acquisitions of Sea S.r.l. amounted to Euro 2.2 million as of 31 December 2024.
The payable relating to the deferred price components of other acquisitions amounted to Euro 13.1 million as of 31 December 2024.
\u25cfpayables relating to the lease liabilities recognized following the adoption of IFRS 16, representing the present value of the remaining lease payments as of 31 December 2024, including accrued finance expenses and charges contractually provided for as of such date. For further details see Note 2.4.20.7 above.
\u25cfOther payables, amounting to Euro 1.4 million as of 31 December 2024. The item amounted to Euro 13.7 million as of 31 December 2023 and are mainly related to commitment fees on the bridge facility and the payables for underwriting fees incurred for the issuance of the December 2023 Notes.
There are no non-current financial liabilities due over 5 years, other than the December 2023 Notes, the May 2024 Notes and a residual part of lease liabilities.
The following table provides a summary of key information relating to financial liabilities:
| (In thousands of Euro) | \u00a0 | As of 31 December 2024 | \u00a0 | of which current | \u00a0 | As of 31 December 2023 | \u00a0 | of which current |
| Notes | | 1,934,091 | \u00a0 | - | | 1,917,021 | | - |
| Accrued interest on Notes | \u00a0 | 8,714 | \u00a0 | 8,714 | \u00a0 | 22,741 | \u00a0 | 22,741 |
| Payables for acquisitions | \u00a0 | 51,129 | \u00a0 | 46,840 | \u00a0 | 93,868 | \u00a0 | 90,159 |
| Payables for leasing | \u00a0 | 81,169 | \u00a0 | 21,552 | \u00a0 | 75,908 | \u00a0 | 18,592 |
| Put option liability | \u00a0 | 56,614 | \u00a0 | 18,348 | \u00a0 | 49,518 | \u00a0 | 16,861 |
| Interest Rate Swap liabilities | \u00a0 | 13,147 | \u00a0 | 1,740 | \u00a0 | 8,937 | \u00a0 | 1,398 |
| Bank borrowings | \u00a0 | 2,561 | \u00a0 | 1,795 | \u00a0 | 4,384 | \u00a0 | 2,329 |
| Other financial payables | | 1,402 | \u00a0 | 1,402 | | 13,713 | | 13,713 |
| Total | \u00a0 | 2,148,827 | \u00a0 | 100,391 | \u00a0 | 2,186,090 | \u00a0 | 165,793 |
The following table provides changes in liabilities arising from financing activities as required by IAS7:| (In thousands of Euro) | \u00a0 | As of 31 December 2023 | \u00a0 | Cash flow from financing activities | \u00a0 | Non-cash changes | \u00a0 | As of 31 December 2024 |
| Notes | | 1,917,021 | | (10,857) | | 27,927 | | 1,934,091 |
| Accrued interest on Notes | \u00a0 | 22,741 | \u00a0 | (129,370) | \u00a0 | 115,343 | \u00a0 | 8,714 |
| Payables for acquisitions | \u00a0 | 93,868 | \u00a0 | (60,852) | \u00a0 | 18,113 | \u00a0 | 51,129 |
| Payables for leasing | \u00a0 | 75,908 | \u00a0 | (24,676) | \u00a0 | 29,937 | \u00a0 | 81,169 |
| Put option liability | \u00a0 | 49,518 | \u00a0 | - | \u00a0 | 7,096 | \u00a0 | 56,614 |
| Interest Rate Swap liabilities | \u00a0 | 8,937 | \u00a0 | (22,357) | \u00a0 | 26,567 | \u00a0 | 13,147 |
| Bank borrowings | \u00a0 | 4,384 | \u00a0 | (2,871) | \u00a0 | 1,048 | \u00a0 | 2,561 |
| Other financial payables | | 13,713 | | (13,793) | | 1,482 | | 1,402 |
| Total | \u00a0 | 2,186,090 | \u00a0 | (264,776) | \u00a0 | 227,513 | \u00a0 | 2,148,827 |
| (In thousands of Euro) | \u00a0 | As of 31 December 2022 | \u00a0 | Cash flow from financing activities | \u00a0 | Non-cash changes | \u00a0 | As of 31 December 2023 |
| Notes | | 1,543,390 | | 366,606 | | 7,025 | | 1,917,021 |
| Accrued interest on Notes | \u00a0 | 35,913 | | (128,173) | | 115,001 | | 22,741 |
| Gamma Bondco loan | | 250,000 | | (250,000) | | - | | - |
| Accrued interest on Gamma Bondco Loan | | 23,375 | | (30,322) | | 6,947 | | - |
| Payables for acquisitions | \u00a0 | 94,284 | | (21,532) | | 21,116 | | 93,868 |
| Payables for leasing | \u00a0 | 68,215 | | (20,363) | | 28,056 | | 75,908 |
| Put option liability | \u00a0 | 1,773 | | - | | 47,745 | | 49,518 |
| Interest Rate Swap liabilities | \u00a0 | 81 | | (2,602) | | 11,458 | | 8,937 |
| Bank borrowings | \u00a0 | 840 | | (1,436) | | 4,980 | | 4,384 |
| Other financial payables | | - | | (1,981) | | 15,694 | | 13,713 |
| Total | \u00a0 | 2,017,871 | | (89,803) | | 258,022 | | 2,186,090 |
Collateral posted as security in relation to the June 2023 Notes included liens on the following: (i) receivables in respect of certain material intercompany loans owed to Lottomatica Group (if any), (ii) material bank accounts of the Company, (iii) the entire share capital of GGM S.p.A. held by the Company (iv) all of the issued share capital of GBO S.p.A. held by the Company, and (iv) all of the issued share capital of GBO S.p.A. held by the Company. Ratings as of the issue date were as follows: BB- (S&P) and Ba3 (Moody\u2019s).
Collateral posted as security in relation to the December 2023 Notes included liens on the following: (i) receivables in respect of certain material intercompany loans owed to Lottomatica Group (if any), (ii) material bank accounts of the Company, (iii) the issued share capital of GGM S.p.A. and GBO S.p.A. held by the Company, and (iv) all of the issued share capital of GBO Italy S.p.A. held by the GBO S.p.A. Ratings as of the issue date were as follows: BB- (S&P) and Ba3 (Moody\u2019s).
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"v1-page237-cflshid_105472-tag69548": {
"value": "9.18 Other current and non-current liabilitiesThe following table provides a breakdown of \u201cOther current and non-current liabilities\u201d:
Payables to tax authorities for PREU
Other payables to tax authorities
Players\u2019 online accounts
Payables to distribution network for guarantees
Provision for Jackpot and VLT tickets to be validated
Payables to other concessionaires for bets/wagers collection
\u201cPayables to tax authorities for PREU\u201d included the balance relating to the sixth period of each year, which is paid in January of the following year. Players\u2019 online accounts'' included the amount paid by players into online accounts at the reference date, equal to Euro 23.8 million as of 31 December 2024 for GBO Italy S.p.A. (Euro 19.7 million as of 31 December 2023), Euro 18.7 million as of 31 December 2024 for Betflag (Euro 16.4 million as of 31 December 2023) and Euro 13.4 million as of 31 December 2024 for SKS365.
\u201cPublic gaming taxes\u201d as of 31 December 2024 included the gaming tax balance owing in respect of December 2024, which was paid in January 2025.
As of 31 December 2024 and 2023, \u201cOther payables to tax authorities\u201d included payables for withholdings made as a substitute tax on the salaries and fees of agents and professionals used by the Company, the VAT payable as well as payables for taxes on VLT winnings. The increase is mainly attributable to the SKS365 Acquisition for Euro 55.6 million, of which Euro 53.3 million relates to payments due to tax authorities following the application for facilitated adhesion to the pending dispute filed in 2023 on tax notices related to betting duties.
\u201cPayables to employees\u201d and \u201cPayables to INPS\u201d included amounts due in respect of \u201cfourteenth month\u201d salary payments, holiday pay, holidays and additional hours worked, reimbursements, overtime and contributions due but not yet paid as of the reporting date.
\u201cPayables to distribution network for guarantees\u201d related to guarantees from third party operators who perform collection activities.
\u201cConcession fee payables\u201d mainly related to the concession-fee owing in respect of the sixth period of 2024, which was paid in January 2025.Provision for Jackpot and VLT tickets to be validated\u201d included amounts provided in respect of jackpots that had not yet been won and VLT tickets issued as of the reporting date but not yet cashed by players, who have 90 days in which to collect their winnings before they are paid over to the ADM as required by the concession.\u201cOther payables\u201d mainly included Euro 47.7 million as of 31 December 2023 related to the payables for the extension of Sport Franchise, GAD, and ADI concessions which were fully paid in 2024.
It also includes payables relating to sports bets, amounting to Euro 4.1 million as of 31 December 2024 (Euro 5.6 million as of 31 December 2023). The item also included payables related to jackpots of casino games, poker and bingo totaling Euro 4.2 million.
The following table provides a summary of key information relating to other liabilities:
| (In thousands of Euro) | \u00a0 | As of 31 December 2024 | \u00a0 | of which current | \u00a0 | As of 31 December 2023 | \u00a0 | of which current |
| Public gaming taxes | \u00a0 | 49,794 | \u00a0 | 49,794 | \u00a0 | 31,377 | \u00a0 | 31,377 |
| Other payables to tax authorities | \u00a0 | 80,475 | \u00a0 | 41,225 | \u00a0 | 18,996 | \u00a0 | 17,621 |
| Players\u2019 online accounts | | 56,458 | \u00a0 | 56,458 | | 36,144 | | 36,144 |
| Payables to tax authorities for PREU | \u00a0 | 96,807 | \u00a0 | 96,807 | \u00a0 | 97,377 | \u00a0 | 97,377 |
| Payables to employees | \u00a0 | 21,969 | \u00a0 | 21,969 | \u00a0 | 18,762 | \u00a0 | 18,602 |
| Payables to distribution network for guarantees | \u00a0 | 14,014 | \u00a0 | 261 | \u00a0 | 16,251 | \u00a0 | 360 |
| Provision for Jackpot and VLT tickets to be validated | \u00a0 | 11,810 | \u00a0 | 11,810 | \u00a0 | 11,649 | \u00a0 | 11,649 |
| Payables to INPS | \u00a0 | 8,862 | \u00a0 | 8,862 | \u00a0 | 8,542 | \u00a0 | 8,542 |
| Payables to other concessionaires for bets/wagers collection | \u00a0 | 9,248 | \u00a0 | 9,235 | \u00a0 | 7,204 | \u00a0 | 7,204 |
Payables to tax authorities for PREU
Other payables to tax authorities
Players\u2019 online accounts
Payables to distribution network for guarantees
Provision for Jackpot and VLT tickets to be validated
Payables to other concessionaires for bets/wagers collection
9.19 Current trade payables The following table provides a breakdown of \u201cCurrent trade payables\u201d:
| \u00a0 | As of 31 December |
| (In thousands of Euro) | \u00a0 | 2024 | \u00a0 | 2023 |
| Invoices to be received | | 65,582 | | 48,749 |
| Trade payables | \u00a0 | 33,876 | \u00a0 | 25,709 |
| Payables to operators | | 28,972 | | 16,049 |
| Payables relating to remuneration in respect of collection activities - VLT | \u00a0 | 2,659 | \u00a0 | 3,548 |
| Payables relating to remuneration in respect of collection activities - AWP | \u00a0 | 2,613 | \u00a0 | 1,856 |
| Total | \u00a0 | 133,702 | \u00a0 | 95,911 |
\u201cPayables to operators\u201d mainly relate to contractual performance-related amounts due to network operators of GBO Italy S.p.A..
\u201cCurrent trade payables\u201d is mainly affected by the SKS365 Acquisition for Euro 32.8 million.
",
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"v1-page239-cflshid_106604-tag69549": {
"value": "10. Transactions with related parties Transactions with related parties are mainly attributable to commercial, administrative and financial relationships. These operations are part of normal business management, within the typical activity of each interested party, and are regulated at market conditions. The Group has relationships with the following related parties:
\u25cfiPro Inc. and IMA S.r.l. (until the date of acquisition of control by Marim S.r.l.) (\u201cAssociates\u201d);
\u25cfKey Management Personnel (for further details, please refer to the paragraph below);
\u25cfApollo Capital Solutions Europe B.V. (\"Other related parties\u201d).
The following table shows Group receivables and payables due from/to related parties:
Other current liabilities
| \u00a0 | \u00a0 | As of 31 December 2023 |
| (In thousands of Euro) | \u00a0 | \u00a0 | Associates | Key management personnel | Other related parties | Total related parties | Total reported amount | Related party % of total |
| Current financial liabilities | | | - | - | 560 | 560 | 165,793 | 0.3% |
| Current trade payables | \u00a0 | \u00a0 | 214 | - | - | 214 | 95,911 | 0.2% |
| Current trade receivables | \u00a0 | \u00a0 | 3 | - | - | 3 | 95,825 | 0.0% |
| Other current liabilities | \u00a0 | \u00a0 | - | 2,379 | - | 2,379 | 308,226 | 0.8% |
The following table shows Group revenues and expenses due from/to related parties: | \u00a0 | For the year ended 31 December 2024 |
| (In thousands of Euro) | \u00a0 | \u00a0 | Associates | Key management personnel | Total related parties | Total reported amount | % of total |
| Personnel expenses | \u00a0 | \u00a0 | - | (6,380) | (6,380) | (135,503) | 4.7% |
| Other income | \u00a0 | \u00a0 | 10 | - | 10 | 14,951 | 0.1% |
| Other operating costs | \u00a0 | \u00a0 | (71) | - | (71) | (39,477) | 0.2% |
| \u00a0 | \u00a0 | For the year ended 31 December 2023 |
| (In thousands of Euro) | \u00a0 | \u00a0 | Subsidiaries of shareholders | Associates | Key management personnel | Total related parties | Total reported amount | % of total |
| Finance expenses | | | (23,420) | - | - | (23,420) | (220,287) | 10.6% |
| Personnel expenses | \u00a0 | \u00a0 | - | - | (4,351) | (4,351) | (98,378) | 4.4% |
| Other income | \u00a0 | \u00a0 | - | 568 | - | 568 | 18,529 | 3.1% |
| Other operating costs | \u00a0 | \u00a0 | - | (2,033) | - | (2,033) | (40,952) | 5.0% |
| Finance income | \u00a0 | \u00a0 | - | 13 | - | 13 | 28,139 | 0.0% |
The transactions with Associates are mainly related to the business relations between IMA S.r.l. and Marim S.r.l., until the date of acquisition of control of the company by the latter.
With regard to the transactions with Apollo Capital Solutions Europe B.V., it should also be noted costs for underwriting fees of Euro 675 thousand included in the ancillary costs incurred for the issue of the May 2024 Notes",
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"v1-page239-cflshid_106639-tag69550": {
"value": "Transactions with related parties are mainly attributable to commercial, administrative and financial relationships. These operations are part of normal business management, within the typical activity of each interested party, and are regulated at market conditions.",
"dimensions": {
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"v1-page240-cflshid_107224-tag69814": {
"value": "The following table provides a breakdown of the remuneration attributable to the Group\u2019s key management personnel for the years ended 31 December 2024 and 2023.
For the year ended 31 December
Social security contributions
11.2 Compensation due to directors and statutory auditors The compensation due to directors and statutory auditors amounted to Euro 4,139 thousand for the year ended 31 December 2024 (Euro 3,049 thousand for the year ended 31 December 2023).
",
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"v1-page241-cflshid_107701-tag69551": {
"value": "11.1 Commitments, guarantees and contingent liabilities 11.1.1 Guarantees granted in favor of third parties
As of 31 December 2024, the Group had granted concession related guarantees in favor of the ADM amounting to Euro 373.9 million. For details regarding guarantees relating to the notes loan, see Note 9.16 above.
11.1.2 Commitments
For commitments related to the SKS365 Acquisition, please refer to Note 11.7.9.
11.1.3 Contingent liabilities
Other than as reported in Note 11.7, management is not aware of any disputes or legal actions that could reasonably have significant repercussions on the Group\u2019s operating results, financial position or cash flows.
",
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"v1-page241-cflshid_107701-tag69552": {
"value": "11.3 Compensation due to independent auditor The following table, drawn up pursuant to art. 149-duodecies of the Issuers Regulation, shows the breakdown of the services offered by the audit firm for the year ended 31 December 2024. | (In thousands of Euro) | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Service | \u00a0 | Service performed on behalf of | \u00a0 | Subject who provided the service | \u00a0 | 2024 Fees |
| Audit of financial statement | \u00a0 | Parent company | \u00a0 | PwC S.p.A. | \u00a0 | 725 |
| Other services* | \u00a0 | Parent company | \u00a0 | PwC S.p.A. | \u00a0 | 625 |
| Other services | \u00a0 | Parent company | \u00a0 | PwC Network | \u00a0 | 341 |
| Audit of financial statement | \u00a0 | Subsidiaries | \u00a0 | PwC S.p.A. | \u00a0 | 1,114 |
| Other services** | \u00a0 | Subsidiaries | \u00a0 | PwC Network | \u00a0 | 861 |
| Total | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 3,666 |
* The item mainly includes costs related to the activities for the Group's refinancing operations.
** The item mainly includes costs related to due diligence activities for potential acquisitions.
",
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"v1-page242-cflshid_108012-tag69815": {
"value": "11.4 Significant non-recurring events and transactionsAs required by Consob Communication DEM/6064293 dated 28 July 2006 and in accordance with the ESMA Guidelines/2015/1415, the effects of non-recurring events and transactions on profit or loss are detailed below: For the year ended 31 December 2024
Transaction costs related to SKS365 Acquisition
Negative carry (including net income from IRS)
Underwriting fees and consultants / advisors
Make-whole on 2024 Notes Repaid
Effect of acceleration of the unamortized costs and net charge IRS on 2024 Notes Repaid
Costs not included in Adjusted EBITDA
Cost related to M&A and international activities
Other non-recurring expense
For the year ended 31 December 2023
Underwriting fees and advisors
Prepayment penalty on Gamma Bondco loan
Arrangement fees on Revolving Credit Facility (over 5 years)
Underwriting fees and advisors
Make-whole on bond repaid in 2023 net of income from IRS closing
Acceleration of the amortized cost on bond repaid in 2023
Negative carry as of 17 July 2023
Other non-recurring financial expenses
Fees on previous revolving credit facility
Underwriting fees and consultants / advisors
Acquisition costs related to SKS365
Negative carry as of 31 December 2023
Costs not included in Adjusted EBITDA
Cost related to M&A, international activities and IPO
Other non-recurring expense
In accordance with the disclosures required by Consob Communication DEM/6064293 dated 28 July 2006, the Group did not carry out any atypical and/or unusual transactions during the year. ",
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"v1-page244-cflshid_108849-tag69553": {
"value": "11.6 Public funds disclosure as per art. 1 paragraphs 125-129 Pursuant to art. 1, paragraph 125, of Italian Law 124/2017, as for the requirement to disclose in the notes any funds received during the year in the form of aid, grants, paid services, and generally economic benefits of any kind from public administrations and the entities as per paragraph 125 of the same article, reference should be made to the National State Aid Register.
",
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"v1-page244-cflshid_108849-tag69554": {
"value": "11.7 Significant events for the period 11.7.1 FIGC Court order
On 4 October 2019, the Rome civil court granted provisional execution of a court order requested by the Federazione Italiana Giuoco Calcio\u2013FIGC (the Italian Football Federation) against Gamenet S.p.A., involving an amount of Euro 927 thousand (of which 921,777.77 plus VAT and late payment interest), relating to a format or short-form sponsorship pre-contract agreement entered into by the parties on 7 September 2016 and effective until 31 December 2018, on the understanding that it was the intention of the parties to sign the document with a view to completing a sponsorship contract.
Gamenet S.p.A. has challenged the aforementioned court order and requested that the matter be considered together with the court order previously requested in the same Rome court by Gamenet S.p.A., with a view to obtaining a ruling on the non-existence of the contract relating to sponsorship of the Italian national football team, using the INTRALOT brand, as well as a ruling regarding the illegitimate/illegal nature of the FIGC\u2019s behavior. At the first hearing, FIGC confirmed its request for provisional execution of the court order. Notwithstanding Gamenet\u2019s opposition, the judge granted provisional execution of the court order and ordered that the proceedings be combined with those initiated by Gamenet S.p.A. On 30 January 2020, following receipt of the Rome civil court executive order reserving the right to repeat performance, the company settled the entire amount, totaling Euro 1,048 thousand (including late payment interest).
On 27 February 2022, the FIGC notified Gamenet S.p.A of an appeal against the first instance sentence, for the purpose of obtaining the reform of the aforementioned in the part in which it does not pronounce itself with respect to the presumed right of the FIGC to obtain payment of the amount due for the period from 1 January 2018 to 15 October 2018 (for Euro 668,518.52) and a compensation for damages quantified at Euro 175,000. Appearance forms are being filed in Gamenet's interest, with a consequent appeal aimed at obtaining the complete reform of the sentence and consequently the verification of what was already requested by the Group in the first instance.
A notice of appearance was filed with an incidental appeal and the litigation was postponed to 26 October 2023 for the clarification of the conclusions.
The Court of Appeal has ordered the postponement of the case to 10 September 2026 for the same tasks (clarification of the conclusions).In view of the above and based on the risk assessment provided by the lawyers, it is not necessary to make further provisions.
11.7.2 VAT reimbursement
On 29 January 2021, the Lazio Region Tax Commission issued order No.202/2021 in which it ruled the application for correction of appeal sentence No.5415/8/2019 to be inadmissible. In rejecting the petition, the Commission noted that the procedure for material correction of a sentence is restricted to cases in which the divergence between the judgment and its literal expression is immediately obvious without the need for any reconstructive investigation of the Judge's reasoning. In the case in question, in the opinion of the Judges called upon to decide on the application, such conditions were held not to exist and therefore the Judges ruled it to be inadmissible.
The company had in parallel already lodged an appeal to the Supreme Court to reiterate, inter alia, the inconsistency between the grounds and the operative part of the judgment. The aforementioned Order No. 202/2021, which is not subject to independent appeal, will also be produced in such a forum.
On 25 September 2019, the Lazio Region Tax Commission had issued appeal ruling No.5415/2019, in which it partially amended the ruling issued on 14 March 2018 by the court of first instance, the Rome Province Tax Commission, which had upheld the appeal lodged by Gamenet S.p.A claiming the repayment of Euro 2.4 million, representing VAT paid but not due with regard to the supply of a VLT gaming platform during the tax years 2013 and 2014. Specifically, the appeal ruling reaffirmed the scope of the exemption regime, confirming that \u201cin the case in question, based on examination of the documentation, the necessary and indispensable constraint required for VAT exemption exists, as confirmed by the technical advice obtained during the proceedings\u201d. The Judges had also recognized, however, that \u201cthe decision not to reimburse should not be considered illegitimate, to the extent that the amount paid in error was paid prior to the two-year time-limit\u201d and therefore \u201cconsidering that the reimbursement claim was lodged on 16 November 2015, payments made more than two years prior to such date are not reimbursable, while those made within a period of two years prior to date are due to the claimant.\u201d In substance, therefore, the Lazio Region Tax Commission had upheld the reimbursement claim \u2013 originally expressed in the amount of Euro 2.4 million (the sum received in full by Gamenet S.p.A) \u2013 but reduced it by Euro 1.0 million, representing the VAT paid by Gamenet S.p.A during the period between January and September 2013, considered to be \u201cexpired\u201d. In view of the difference between the justification for the ruling that partially upheld the appeal lodged by the Tax Authorities and the ruling that fully upheld the appeal, on 18 November 2019, the company had presented an application for correction (pursuant to Article 287 civil procedure code) to the Rome Region Tax Commission, requesting that the error in the second-instance ruling be corrected.
By judgment published on 23 August 2023, the Supreme Court, noting the contrast between the reasons and the operative part of the judgment of second cure, reversed the decision by ordering the referral to the Lazio Tax Court of Justice of second grade so that, in a different composition, it may once again decide on the profile affected by this contradiction. The company will proceed with the resumption of the case within six months of the publication of the order of the Supreme Court.
On 23 February 2024, Gamenet S.p.A. filed in appeal before the Second-level Tax Commission of Lazio Region.
11.7.3 SKS365 litigationPWO Limited Austrian branch is involved in a tax dispute regarding a tax deduction of Euro 23 million claimed in 2014 by SKS365 Group GmbH (now PWO Limited) with a tax effect of Euro 5.8 million in connection with unpaid Italian betting duties relating to fiscal years 2010-2014. These assessments were appealed by the company before the Austrian tax court.
On 7 November 2024, the hearing was held before the Austrian Federal Tax Court in Innsbruck and the decision of the Federal Tax Court was notified on 27 January 2025. The Court rejected the appeal filed by the company and quantified the tax for Euro 5,677,366 plus interest and penalties. PWO may appeal against the Court's decision by 6 March 2025.
In light of the above, the related amounts were appropriately recorded in the financial statements.
11.7.4 Payment of additional 0.5% of bet \u2013 \u201cRelaunch\u201d Decree
Article 217 of Law Decree No. 34 of 19 May 2020 (the Relaunch Decree), converted into Law No.77 of 17 July 2020, provides for a \u201cFund for the relaunch of the national sports system\u201d.
The financing for such Fund shall come from the sports betting segment (in a broad sense), through the imposition of a tax \"equal to 0.5% (net of the share relating to the flat-tax pursuant to Legislative Decree No. 54/1998) of the total bet collected in relation to all sports events, including simulated events, however placed and by whichever means, whether online or through traditional channels.\"
This is an extraordinary measure, limited both in terms of its duration and its maximum effect, given that by express provision, \"The financing of such fund shall be limited to a maximum of Euro 40 million in 2020 and Euro 50 million in 2021.\"
The ADM, therefore, provided guidance regarding the calculation and application of such amounts in Directive No. 307276/RU of 8 September 2020, and GoldBet and Lottomatica Scommesse (at the time separate legal entities), in common with other concessionaires, lodged an appeal with the Lazio Region Civil Court which, however, on 16/12/2020, issued a dismissal order with respect to the request to suspend the measures.
In line with such measures and the guidance subsequently provided by the ADM in Notes No. 77845/RU of 12 March 2021 and 151351/RU of 18 May 2021, Note No. 400355/RU of 26 October 2021 and, most recently, Note No. 5721 of 8 January 2022, both Lottomatica and Goldbet (therefore, the current GBO Italy) paid in-full all amounts demanded by the ADM for the entire period covered by the Fund, based on both the original calculations as well as the recalculations made by the Agency in line with the criteria set forth in the aforementioned Directive No. 5721/RU of 8.01.2022, totaling Euro 14,891,572 (of which Euro 4,405,359 relating to Lottomatica and Euro 10,486,213 to Goldbet).
Subsequently, pursuant to Article 21-nonies of Law No.241 of 7 August 1990, by Decree No. 10337/RU dated 5 January 2023, the ADM ordered the annulment, in self-defense, of Directive No. 5721/RU of 8 January 2022 and the related notes already sent to the concessionaires to pay amounts calculated in accordance with the previously defined criteria to be allocated to replenishing the Fund, claiming, for the first time, that the maximum amounts of Euro 40 million for 2020 and Euro 50 million for 2021 did not refer \"to the maximum amounts to be paid but, rather, to the share of the tax to be allocated to the \"Fund for the relaunch of the national sports system\" and that Concessionaires were, therefore, required
to pay in full the 0.5% of bet relating to 2020 and 2021 (calculated in accordance with the method set out in Article 3 of the measure adopted in self-defense), without any annual limit.The additional amounts due by GBO Italy with respect to those already paid were, therefore, recalculated by the ADM and totaled Euro 9,509,509 (of which Euro 1,679,041 relating to online network concession No. 15017; Euro 3,408,643 to remote gaming concession No. 15226; and Euro 4,421,826 to retail network concession Nos. 4032, 4098, 4313, 4341, 4502, 4504, 4805 and 72000); the amounts due were communicated in Notes No. 72148/RU and No. 71976/RU dated 6 February 2023 and No. 76535/RU dated 7 February 2023.
On 6 March 2023, GBO Italy lodged an appeal with the Regional Civil Court challenging Directive No. 10337/RU of 5 January 32023 and the aforementioned measures regarding the payment of additional amounts, having in the meantime withdrawn, due to supervening lack of interest, from Lazio Regional Civil Court proceeding R.G. 5612/2020 (terminated on 16 March 2023).
The new proceeding was identified as No. R.G. 4074/2023 and the Lazio Regional Civil Court initially set a hearing for discussion of the related precautionary measure for 29 March 2023 and then, without reaching any decision in this regard, postponed the hearing to 28 June 2023.
By judgment of 2 August 2023 No.13005/2023, the Lazio Regional Civil Court rejected the appeal. The judgment was appealed by GBO Italy the following day. An appeal was filed on 3 August 2023 (CDS R.G. 6818/2023). On 4 August 2023, a presidential decree suspending the effects of the judgment and the contested measures was obtained, with referral back to the Chamber of Council of 29 August 2023 for the examination of the precautionary application by the board. By order of 31 August 2023, the board confirmed the suspension and at the hearing on 5 December 2023, the case brought by GBO Italy S.p.A. has been retained in the decision and we are therefore awaiting the filing of the sentence.
Betflag S.p.A. also filed an appeal against Note No. 10337/RU of 5 January 2023. The judgment established was defined by a judgment of dismissal by the TAR Lazio on 2 August 2023 No. 13004/2023. On 4 October 2023, Betflag filed an appeal and the hearing before the Council of State is scheduled for 13 February 2024. The case was held in judgment.
By judgment of 26 February 2024 No.1883/2024 published on 27 February 2024, the Council of State settled the case of GBO Italy and, consequently, reforming the ruling of the Lazio Region Civil Court that had settled the case in the first instance, annulled the contested measures.
After the expiration of the time period for filing an appeal by ADM, the judgment is deemed to have become final. In the meantime, ADM announced on 30 July 2024 that it would publish the amounts deemed to be owed/credited by each concessionaire in their reserved area as a result of the judgment in question.
Following the publication of these amounts, their effects were appropriately reflected in the financial statements.
11.7.5 Other claims
The following are other claims of the Group deemed significant and the risk of losing the case is considered possible.
Gaming FranchiseIn 2023, the Court of Rome issued a final judgment declaring extinguished the judgment initiated by Morosini Slot S.r.l. in order to assert an alleged contractual liability of Lottomatica Videolot Rete S.p.A. (\"Lottomatica Videolot Rete\") with regard to the termination of the concessionaire-hall manager agreement. On 20 December 2023, the bankrupt Morosini has again sued Lottomatica Videolot Rete and Jolly Group S.r.l. (\"Jolly Group\") before the same court.
Lottomatica Videolot Rete and Jolly Group duly appeared in court on 27 March 2024. As ordered by the judge, on 27 September 2024, the Morosini Bankruptcy arranged for the mediation proceedings as a condition for proceeding with the lawsuit already initiated. The mediation meeting was scheduled for 29 October 2024. The next hearing has been set for 11 November 2026.
Sports Franchise and Online
On 21 February 2023, a consultant and a service company notified to GBO Italy (formerly Lottomatica Scommesse) the summons to appear before the Court of Rome following the termination of an inter partes consultancy agreement by GBO Italy. The matter related to the alleged illegitimate imposition - by the latter - of agreements amending and deteriorating the previously agreed economic conditions and requested the annulment of such agreements and of the unfair terms contained therein and, as a result, the recovery of the alleged loss of revenues, estimated at a total amount of Euro 1,139,843.00, in addition to the alleged non-pecuniary damages suffered, for a further Euro 1,200,000.00.
After the company itself appeared in court and filed the briefs pursuant to art. 183 of the Code of Civil Procedure, the judge deemed the case ready for decision without the need to gather the evidence requested by the plaintiffs and adjourned the case to 27 May 2026 for the clarification of the conclusions.
11.7.6 Legislative and regulatory provisions
11.7.6.1 ADIs
11.7.6.1.1 PREU and payout rates \u2013 2024
The PREU flat-rate tax is the tax applied to the ADI segment. It was introduced by Law Decree no. 326 of 24 November 2003 and it is calculated by applying the required percentage rate to the total of bets placed in each relevant activity, namely, for AWP activities and for VLT activities.
In 2024, the PREU rates for AWP and VLT are 24.0% and 8.6% respectively and were unchanged compared to those applicable in 2023.
In 2024, the minimum payout levels for AWP and VLT are respectively 65.0% and 83.0% of bet and were unchanged compared to those applicable in 2023.
11.7.6.1.2 Onerous extension of ADI concessions The ADI concessions expired on 31 December 2024 and have been subject to an onerous extension until 31 December 2026, pursuant to Law no. 207 of 30 December 2024 (hereinafter \u201cBudget Law 2025\u201d).
ADM Directorial Determination No. 42506/RU of 10 January 2025 provides that:
The concession fees due pursuant Law No. 207 of 30 December 2024 for the extension of the concessions in the preamble are paid by each concessionaire as follow:
\u25cffor the year 2025, in three equal installments due on 15 March 2025, 15 July 2025 and 1 October 2025, respectively;
\u25cffor the year 2026, in three equal installments due on 15 March 2026, 15 July 2026 and 1 October 2026, respectively.
11.7.6.1.3 AWP-R
Pursuant to the 2016 Stability Law and as subsequently modified, most recently by the provisions of Law No. 145 of 30 December 2018, the ADM developed a draft Ministerial Decree setting out technical rules for the production of entertainment devices pursuant to Article 110, Paragraph 6, letter a) of the TULPS that permit remote gaming. This draft was forwarded to the Finance Legislative Office for final approval. As clarified by the ADM in the note relating to the 2025 Development Plan, \u201cBased on the timelines that will be provided, each concession holder will proceed within its area of responsibility to adapt the network structures and connectivity and replace the equipment, PDAs and communication structures of the telematic networks\u201d.
At reporting date, the decree containing technical rules for the production of AWP-R has not yet been issued.
11.7.6.2 Betting and GAD
11.7.6.2.1 Betting concessions held by the Group
The following table provides a summary of the betting concessions held by the Group as of 31 December 2024:
| Concession No. | Company | Announcement | Betting offering | Number of rights 2024 |
| 4098 | GBO Italy S.p.A. | Bersani betting shops | Sport | 421 |
| 4098 | GBO Italy S.p.A. | Bersani betting shops | Sport | 1,241 |
| 4341 | GBO Italy S.p.A. | Bersani betting shops | Horse racing | 13 |
| 4805 | GBO Italy S.p.A. | Giorgetti betting shops | Horse racing | 12 |
| 4504 | GBO Italy S.p.A. | Monti | Sport + Horse racing | 358 |
| 72000 | GBO Italy S.p.A. | Tax regularization pursuant to article 1 co. 643 L. 190/2014 | Sport + Horse racing | 993 |
| Concession No. | Company | Announcement | Betting offering | Number of rights 2024 |
| 4538 | Ricreativo B S.p.A. | Monti | Sport + Horse racing | 8 |
| 4869 | Ricreativo B S.p.A. | \u00a0Giorgetti betting shops | Horse racing | 1 |
| Concession No. | Company | Announcement | Betting offering | Number of rights 2024 |
| 4584 | PWO Limited | Monti | Sport + Horse racing | 1 |
| 72002 | PWO Limited | Tax regularization | Sport + Horse racing | 1,002 |
| pursuant to article 1 co. 643 L. 190/2014 |
11.7.6.2.2 Betting duties (\u201cImposta Unica\u201d)
From 1 January 2025, pursuant to the provisions of Budget Law 2025, the betting duties (\u201cImposta Unica\u201d) on prediction and bets is established:
a)for remote skill games with cash prizes, including card games in tournament mode and card games in modes other than tournament, as well as for fixed-odds games of chance and remote bingo, in the amount of 25.5% of the sums that are not returned to the player, according to the game rule;
b)for fixed-odds sports betting, in the amount of 20.5%, if bet takes place on a physical network, and 24.5%, if bet takes place remotely, applied to the difference between the amount bet and the winnings paid;
c)for fixed-odds bets on simulated events, pursuant to Law no. 296 of 27 December 2006, in the amount of 24.5% of the bet net of the amount paid to the player in winnings, according to the game rules.
11.7.6.2.3 Withdrawal on winnings
From 1 January 2025, pursuant to the provisions of the 2025 Budget Law (Article 1, paragraph 93), the tax applied on fixed-odds horse racing bets is set at 20.5% and 24.5% for those collected on the physical network and for those collected remotely, respectively. Those rates are applied to the difference between the bet amount and the winnings paid, without prejudice to the distribution of the periodic withdrawal pursuant Law no. 205 of 2017.
11.7.6.2.4 Onerous extension of Betting and GAD concessions
Betting concessions expired on 31 December 2024 and have been subject to an onerous extension until 31 December 2026, pursuant to the 2025 Budget Law.
ADM Directorial Determination No. 13771/RU of 3 January 2025 provides that:
The annual amount due is paid by the concessionaire, by the owner of the physical network collection or by the owner of the regularized betting points with the methods indicated below:
\u25cffor the year 2025, in two installments of equal amount due on 30 April 2025 and 31 October 2025, respectively;
\u25cffor the year 2026, in two installments of equal amount due on 30 April 2026 and 31 October 2026, respectively.
With specific reference to the GAD sector, pursuant to Article 6 of Legislative Decree No. 36 of 31 March 2023, ADM announced the open electronic procedure concerning the assignment of concessions for the activities and functions for the operation of public games referred to Legislative Decree No. 41 of 25 March 2024 (i.e. online games), through the activation and management of the remote gaming network, with the exclusion of collection at public places as per the tender notice published in the Official Journal of the European Union on 18 December 2024.With Directorial Determination No. 777860/RU of 17 December 2024, ADM provided that:
The concessions for the collection of remote gaming, pursuant to Legislative Decree No. 41 of 25 March 2024 are assigned:
\u25cfto all economic operators who have the specific requirements and conditions, set out in the tender notice and valid for the entire duration of the concession;
\u25cfupon payment, at the time of award, of a one-off fee of Euro 7 million, to be paid in the manner set out in the aforementioned Legislative Decree;
\u25cfwith a maximum numerical limit of five concessions that can be requested by a single corporate group.
Applications may be submitted from 31 March 2025 to 30 May 2025.
Consequently, the concessions relating to remote gaming in place as of today and expired on 31 December 2024, have been extended by ADM Directorial Determination No. 790999 of 20 December 2024 until 17 September 2025, the final deadline for the procedure of the concession of the remote gaming referred to in Article 6 of Legislative Decree No. 41 of 25 March 2024.
Pursuant to Article 2 of the aforementioned Determination, each GAD concessionaire of the Group has expressly communicated to ADM its adhesion to the technical extension, committing to pay the due fees and to adjust the guarantees in the manner and within the terms established by ADM. In this regard, ADM established the following:
For the purposes of the technical extension, concessionaires must pay a fee in two installments, calculated as follows: by 15 February 2025:
\u25cffor concessionaires holding a concession pursuant to Article 1 of Law No. 2008 of 28 December 2015, an amount equal to 1/14 of the one-off fee of Euro 200 thousand;
ofor concessionaires holding a concession pursuant to Article 24 of Law No. 88 of 7 July 2009, an amount equal to 1/18 of the one-off fee, provided for by the concession based on the games for which the concession was requested;
\u25cfby 15 July 2025:
ofor concessionaires holding a concession pursuant to Article 1 of Law No. 2008 of 28 December 2015, an amount equal to 78/2555 of the one-off fee of Euro 200 thousand, corresponding to the days actually remaining with respect to the deadline of 17 September 2025;
ofor concessionaires holding a concession pursuant to Article 24 of Law No. 88 of 7 July 2009, an amount equal to 78/3285 of the one-off fee, provided for the concession in relation to the games for which was requested, corresponding to the days remaining to the deadline of 17 September 2025;
\u25cfby 1 October 2025, in the event that the sole project manager proceeds, pursuant to Article 1, paragraph 2, to a further extension, the further fee will be calculated using the methods set out in letter b), based on the actual number of days of extension.
Management believes that the Group's concessionaire companies meet all the requirements and conditions set out in the tender notice and, therefore, have a reasonable expectation regarding the
assignment of the aforementioned concessions, based on the elements and information available at the reporting date. The tender notice provides that the concessions will be awarded during 2025 following verification by ADM of compliance with the technical-infrastructural requirements.11.7.6.3 Bingo
As result of the Budget Law 2025, bingo concessions, expired on 31 December 2024, have been subject to an onerous extension until 31 December 2026. Starting from 1 January 2025; the jackpot has been set at a minimum of 70% and a maximum of 71% of the selling price of the bingo cards.
Due to the regulatory changes introduced by the 2025 Budget Law, ADM note No. 43702 of 10 January 2025 established that the annual payment of the amount of Euro 108,000.00 for each concession should be paid in two installments of Euro 54,000.00 each by 31 January and 30 June of each year.
On 23 May 2024, Lottomatica S.p.A received an ESG rating of 9.5 out of 100 from Morningstar Sustainalytics, a negligible risk of suffering significant financial impacts related to ESG factors. This rating placed Lottomatica S.p.A. among the companies with the lowest risk, first in the world among 73 companies rated in the \u201cCasino and Gaming\u201d industry segment and fourth among 468 companies in the \u201cConsumer services\u201d sector. In 2024, Sustainalytics also confirmed the ESG Regional Top Rated Badge for Europe and the ESG Industry Top Rated Badge for Consumer Services received the previous year. It should be noted that, following the merger of Lottomatica S.p.A. into Lottomatica Group S.p.A., the Company has started the process for issuing a comprehensive rating for Lottomatica Group S.p.A., currently rated as low risk by Morningstar Sustainalytics. As of 31 December 2024, this process was still ongoing.
11.7.8 Purchase of minority shares Billions Italia S.r.l.
On 23 January 2024, Gamenet S.p.A. finalized the agreement to acquire the remaining 30% of share capital of Billions Italia S.r.l. for Euro 6.5 million, owned by Dgplay S.r.l.. Out of this amount, Euro 3.3 million was paid upon signing the contract, and the remaining portion will be paid in 12 monthly installments starting from June 2024.
11.7.9 Acquisition of SKS365 Malta Holding Limited
On 24 April 2024, GBO S.p.A. finalized the acquisition of the entire share capital of SKS365 Malta Holding Limited, an omnichannel operator in the Italian online and sports betting market, with approximately 600 thousand registered online users, highly recognized brands (\"Planetwin365\" and \"PlanetPay365\") and a retail network of about 1,000 sports betting shops.
The consideration for the acquisition was Euro 621.5 million, including leakages and ticking fees, contractually determined. The transaction was financed through a combination of available cash and the proceeds from the issuance of the December 2023 Notes.
It should be noted that SKS365 Malta Holding Limited is the parent company of the operating company SKS365 Malta Limited, which was renamed to PWO Limited following the acquisition.
11.7.10 Refinancing of senior secured notesAs described in Note 9.16.1, on 29 May 2024, Lottomatica S.p.A. issued the May 2024 Notes for a total principal amount of Euro 900 million.
Net proceeds were used, together with the cash available, to fund (i) the early repayment of the 2022 Notes and the 2023 June Floating Rate Notes, in addition to accrued and unpaid interest; and (ii) the payment of make-whole related to their early repayment of Euro 26.4 million.
With reference to the May 2024 Notes, ancillary expenses for the issuance amounted to Euro 10.9 million and was mainly attributable to professional expenses.
The refinancing also involved the acceleration of the amortized cost on ancillary costs relating to the 2024 Notes Repaid of Euro 21.3 million, which were fully recognized following the early repayment.
11.7.11 Merger of The Box S.r.l. and Slottery S.r.l. into Big Easy S.r.l.
On 24 April 2024, the shareholders' meetings of the companies involved approved the plan for the merger by incorporation of Slottery S.r.l and The Box S.r.l. into Big Easy S.r.l., pursuant to Article 2501-ter of the Italian Civil Code. The aforementioned merger is part of a project to reorganize and simplify the Group's organizational and corporate structure, with the aim of facilitating corporate governance and coordination activities, as well as achieving cost savings and improved operational efficiency. The merger became effective on 1 June 2024 with accounting and tax effects backdated to 1 January 2024.
11.7.12 Acquisition of minority share of New Matic S.r.l., transfer to Jolly Group S.r.l. and subsequent merger On 13 May 2024, Gamenet S.p.A., which owned 51% of the share capital of New Matic S.r.l., acquired the remaining 49% shareholding, thereafter owning 100% of the share capital. The consideration for the acquisition of the minority shares amounted to Euro 0.4 million, fully paid.
On 22 May 2024, Gamenet S.p.A., sold its entire shareholding in the company New Matic S.r.l. to Jolly Group S.r.l. for Euro 1.0 million. Subsequently, on 7 June 2024, the boards of directors of New Matic S.r.l. and Jolly Group S.r.l. approved the plan for the merger by incorporation of the former into the latter, prepared in accordance with Article 2501-ter and 2505 of the Italian Civil Code. The merger has become effective on 5 August 2024, with accounting and tax effects backdated to 1 January 2024.
11.7.13 Merger of Lottomatica S.p.A. into Lottomatica Group S.p.A.
On 18 June 2024, the board of directors of the companies involved approved the plan for the direct merger by incorporation of Lottomatica S.p.A. into Lottomatica Group S.p.A., pursuant to Articles 2501-ter and 2505 of the Italian Civil Code. The aforementioned merger serves a variety of purposes, such as, inter alia, the optimization of cash flow management within the group headed by the Company, the integration of the control structures of the companies involved in the merger, the simplification of the shareholding structure with a consequent increase in decision-making efficiency and management streamlining, as well as the reduction of operating costs, accounting and administrative requirements.
On 24 October 2024, the deed of merger of Lottomatica S.p.A. into Lottomatica Group S.p.A. was signed. The merger had legal effects from 1 November 2024, with accounting and tax effects backdated to 1 January 2024.As of the effective date of the merger, the Company has taken over, by full right and without interruption, all the active and passive legal relationships pertaining to Lottomatica S.p.A. (including the outstanding notes and the revolving credit facility agreement).
11.7.14 Acquisition of Rete Gioco Italia S.r.l.
On 23 July 2024, Lottomatica Videolot Rete S.p.A. finalized the acquisition of 60 % of the share capital of Rete Gioco Italia S.r.l., a company operating in the management of halls as well as AWP and VLT devices within them. The consideration for the acquisition amounted to Euro 14.9 million plus price adjustment.
11.7.15 Acquisition of Bakoo S.p.A. On 24 July 2024, Marim S.r.l. finalized the acquisition of the entire share capital of Bakoo S.p.A., a company operating in the development and implementation of gaming software in the AWP, VLT and online markets. The consideration for the acquisition amounted to Euro 4.4 million.
11.7.16 Merger of Iris S.r.l., Bingo Service S.r.l., Kristal Palace S.r.l., Il Galletto Fortunato S.r.l. and AB Games S.r.l. into Battistini Andrea S.r.l.
On 11 September 2024, the board of directors of the companies involved approved the plan for the merger by incorporation of Iris S.r.l., Bingo Service S.r.l., Kristal Palace S.r.l., Il Galletto Fortunato S.r.l. and AB Games S.r.l. into Battistini Andrea S.r.l., pursuant to Articles 2501-ter and 2505 of the Italian Civil Code. The aforementioned merger is aimed at harmonizing the corporate structure to the one of the Group's \u201cBingo\u201d business line. The merger became effective on 22 November 2024 with accounting and tax effects backdated to 1 January 2024. The Company has been renamed Big Easy Bingo S.r.l..
11.7.17 Acquisition of majority shares of IMA S.r.l.
On 17 December 2024, Marim S.r.l. finalized the agreement for the acquisition of the remaining 51% of the share capital of IMA S.r.l. for Euro 0.2 million held by IGT Europe Gaming BV. Following this transaction, Marim S.r.l. controls 100% of the share capital of IMA S.r.l..
11.7.18 Acquisition of Sea S.r.l.
On 15 October 2024, Big Easy S.r.l. finalized the acquisition of the entire share capital of Sea S.r.l., a company that operates in the legal gaming sector with specific regard to bingo games as well as in the management of AWP and VLT machines. The consideration for the acquisition amounted to a total of
Euro 6.0 million. In addition, an additional and possible price component of a variable amount may be paid in 2026 depending on the financial performance of the company during the year 2025",
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"value": "11.8 Significant events occurring after 31 December 2024 11.8.1 Acquisition of Cristaltec S.p.A. and Distante S.r.l.
In January 2025, Lottomatica Videolot Rete S.p.A. finalized the agreements for the acquisition of (i) 60% of the share capital of Cristaltec S.p.A., a company operating in the bingo and casino sectors as well as in the management of AWP and VLT machines, and (ii) 65% of the share capital of Distante S.r.l., a company engaged in the rental, management and maintenance of AWP gaming machines. The consideration for the aforementioned acquisitions was equal to a total of Euro 19.0 million.
11.8.2 Merger by incorporation of SKS365 Malta Holding Limited into GBO S.p.A.
On 4 February 2025, the deed of merger by incorporation of SKS365 Malta Holding Limited (the \u201cMerged Company\u201d) into GBO S.p.A. (the \u201cMerging Company\u201d) was signed. For legal purposes, the merger will take effect from the first day of the month following the date of registration of the deed of merger in the Register of Companies of the place where the Merging Company has its registered office pursuant to art. 35 of Legislative Decree 19/2023. Pursuant to article 2504-bis of the Italian Civil Code and applicable Italian tax legislation and article 6(1)(f) of Maltese Law 28/2023, the activities of the Merged Company will be considered as carried out on behalf of the Merging Company as of 1 January 2025 for accounting and tax purposes in Italy.
11.8.3 Cross-border transformation of PWO Limited into PWO S.p.A.
On 4 February 2025, the preliminary steps for the transformation of PWO Limited (formerly SKS Malta Limited) into a joint stock company under Italian law were completed. The transformation will take effect from 1 March 2025.
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