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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; it has a corporate duration until 31 December 2100. The Company is listed on Euronext Milan, a regulated market organized and managed by Borsa Italiana S.p.A., since 3 May 2023; it was included in the STOXX Europe 600 Index (SXXP), a stock index comprising 600 leading European companies, in June 2025 and in the FTSE MIB index, which includes the top 40 Italian companies by market capitalization and stock liquidity, on 22 September 2025.
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).
It should be noted that, on 24 April 2024, GBO S.p.A. completed the acquisition of 100% of the share capital of SKS365 Malta Holding Limited (merged into GBO S.p.A. during 2025) for a consideration of Euro 621.5 million (the \"SKS365 Acquisition\"). The company was consolidated starting from 30 April 2024. It is also noted that, SKS365 Malta Limited, a subsidiary of SKS365 Malta Holding Limited, was renamed to PWO Limited (now PWO S.p.A., hereinafter \u201cPWO\u201d) following the acquisition.
These consolidated financial statements as of and for the year ended 31 December 2025 (hereinafter the \u2018\u2018Consolidated Financial Statements\u201d) were approved by the Company\u2019s Board of Directors on 2 March 2026 and were audited by PricewaterhouseCoopers S.p.A..
The Consolidated Financial Statements are presented in thousands of Euro ",
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"entity": "scheme:549300R72LKEGT4EX026",
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"value": "Lottomatica Group S.p.A. ",
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"value": "Italy ",
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"value": "with registered offices in Rome",
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"value": "31 December 2100.",
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"value": "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).",
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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 IFRS\u00ae Accounting Standards (\u201cIFRS Accounting Standards\u201d) as issued by the International Accounting Standards Board (IASB) and adopted by the European Union (hereafter, \u201cEU IFRS Accounting Standards\u201d) in force as of 31 December 2025.
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 Accounting Standards\u2019\u2019 includes all \u201cIFRS Accounting Standards\u201d, all \u201cInternational Accounting Standards\u201d (\u201cIAS\u00ae Standards\u201d) and all interpretations of the IFRS Interpretations Committee (\u201cIFRIC\u00ae Interpretations\u201d), formerly the Standing Interpretations Committee (\u201cSIC\u00ae Interpretations\u201d ), 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 2025, in which current assets may be lower than current liabilities.
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 (endorsed by European Commission Regulation No. 2023/2468 of 8 November 2023). The exemption concerns 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), under the Global Anti-Base Erosion Model Rules (so-called \u201cPillar 2\u201d), which have also been implemented in Italy through Legislative Decree No. 209/2023.
Accordingly, the Group will neither recognize nor disclose deferred tax assets and liabilities arising from 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 \u201cConsolidated statement of financial position\u201d, classifies assets and liabilities based on whether they are current/non-current;
\u25cfthe \u201cConsolidated statement of comprehensive income\u201d, 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 Accounting Standards, are recognized directly in equity separately from those relating to operations with the Company\u2019s shareholders;
\u25cfthe \u201cConsolidated statement of cash flows\u201d, is prepared using the indirect method;
\u25cfthe \u201cConsolidated statement of changes in equity\u201d.
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 criteriaThe 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.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory",
"language": "en",
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}
},
"v1-page164-cflshid_67051-tag79917": {
"value": "the \u201cConsolidated statement of cash flows\u201d, is prepared using the indirect method;",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForCashFlowsExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page164-cflshid_66944-tag79400": {
"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 Accounting Standards.
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 | 2025 | 2024 |
| PARENT COMPANY: | | | | | | | | |
| Lottomatica Group S.p.A. | Rome | \u20ac10,000,000 | - | - | - | - | X | X |
| SUBSIDIARIES: | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Gamenet S.p.A. | Rome | \u20ac8,500,000 | 100.0% | Lottomatica Gaming 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. | Rome | \u20ac19,683 | 64.7% | Gamenet S.p.A. | 62.4% | Line-by-line | X | 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% | Lottomatica Gaming S.p.A. | 96.5% | Line-by-line | X | X |
| Big Easy S.r.l. | Rome | \u20ac2,474,219 | 100.0% | Lottomatica Videolot Rete S.p.A. | 96.5% | Line-by-line | X | X |
| Lottomatica Gaming S.p.A. (formerly GGM S.p.A.)(17) | 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.(11) | Rome | \u20ac10,000 | 100.0% | GBO S.p.A. | 100.0% | Line-by-line | - | X |
| GNet Inc. (1) | Delaware (USA) | USD 264,854 | 100.0% | GBO S.p.A. | 100.0% | Line-by-line | - | X |
| Lottomatica UK Ltd. (2) | London (UK) | \u00a3 1,000 | 100.0% | Lottomatica Group S.p.A. | 100.0% | Line-by-line | - | 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% | Lottomatica Gaming 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. (10) | Rome | \u20ac10,000 | 100.0% | GBO Italy S.p.A. | 100.0% | Line-by-line | - | X |
| Big Easy Bingo S.r.l. (formerly Battistini Andrea S.r.l.) | 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% | Lottomatica Gaming S.p.A. | 96.5% | Line-by-line | X | X |
| SKS365 Malta Holding Limited (4) | St. Julian's (MT) | \u20ac10,000 | 100.0% | GBO S.p.A. | 100.0% | Line-by-line | - | X |
| PWO S.p.A. (formerly SKS365 Malta Limited) (5) | Rome | \u20ac10,000,000 | 100.0% | GBO S.p.A. | 100.0% | Line-by-line | X | X |
| SKS Services doo (6) | Belgrade (SRB) | RSD 1,185,000 | 100.0% | GBO S.p.A. | 100.0% | Line-by-line | - | X |
| SKS365 SRB doo (6) | Belgrade (SRB) | RSD 0 | 100.0% | PWO S.p.A | 100.0% | Line-by-line | - | X |
| Planet Entertainment S.r.l. | Rome | \u20ac10,000 | 100.0% | PWO S.p.A | 100.0% | Line-by-line | X | X |
| Lottomatica Technology & Operations S.r.l. (formerly Totos\u00ec Servizi S.r.l.) (16) | Rome | \u20ac100,000 | 100.0% | Lottomatica Group S.p.A. | 100.0% | Line-by-line | X | X |
| Totos\u00ec S.r.l. | Rome | \u20ac10,000 | 100.0% | GBO S.p.A. | 100.0% | Line-by-line | X | X |
| Dea Bendata S.r.l. (9) | Rome | \u20ac10,000 | 100.0% | Big Easy S.r.l. | 96.5% | Line-by-line | - | X |
| Rete Gioco Italia S.r.l. | Rome | \u20ac3,759,060 | 60.0% | Lottomatica Videolot Rete S.p.A. | 57.9% | Line-by-line | X | X |
| Bakoo S.p.A. (18) | Rome | \u20ac120,000 | 100.0% | Marim S.r.l. | 82.7% | Line-by-line | X | X |
| Sea S.r.l. (7) | Rome | \u20ac50,000 | 100.0% | Big Easy S.r.l. | 96.5% | Line-by-line | - | X |
| IMA S.r.l. (19) | Rome | \u20ac101,000 | 100.0% | Marim S.r.l. | 82.7% | Line-by-line | X | X |
| Distante S.r.l. (8) | Francavilla Fontana (BR) | \u20ac52,000 | 65.0% | Lottomatica Videolot Rete S.p.A. | 62.7% | Line-by-line | X | - |
| Lottomatica Servizi S.r.l. (formerly Lottomatica Payments S.r.l.) (13) | Rome | \u20ac10,000 | 100.0% | GBO S.p.A. | 100.0% | Line-by-line | X | - |
| EQUITY ACCOUNTED INVESTMENTS: | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Cristaltec S.p.A. (3) | Rome | \u20ac1,687,500 | 60.0% | Lottomatica Videolot Rete S.p.A. | 57.9% | Equity | X | - |
| Luduscristaltec L.d.A. (3) | Porto (PT) | \u20ac20,000 | 51.0% | Cristaltec S.p.A. | 49.2% | Equity | X | - |
| Huge Easy Nerviano S.p.A. (12) | Sal\u00f2 (BS) | \u20ac50,000 | 49.0% | Big Easy S.r.l. | 47.3% | Equity | X | - |
| Huge Easy San Giuliano S.p.A. (12) | Sal\u00f2 (BS) | \u20ac50,000 | 49.0% | Big Easy S.r.l. | 47.3% | Equity | X | - |
| Huge Easy Terni S.p.A. (12) | Sal\u00f2 (BS) | \u20ac50,000 | 49.0% | Big Easy S.r.l. | 47.3% | Equity | X | - |
| Huge Easy Blu S.p.A. (14) | Sal\u00f2 (BS) | \u20ac50,000 | 49.0% | Big Easy S.r.l. | 47.3% | Equity | X | - |
| Huge Easy Giallo S.p.A. (14) | Sal\u00f2 (BS) | \u20ac50,000 | 49.0% | Big Easy S.r.l. | 47.3% | Equity | X | - |
| Huge Easy Nero S.p.A. (14) | Sal\u00f2 (BS) | \u20ac50,000 | 49.0% | Big Easy S.r.l. | 47.3% | Equity | X | - |
| Huge Easy Rosso S.p.A. (14) | Sal\u00f2 (BS) | \u20ac50,000 | 49.0% | Big Easy S.r.l. | 47.3% | Equity | X | - |
| Huge Easy Verde S.p.A. (14) | Sal\u00f2 (BS) | \u20ac50,000 | 49.0% | Big Easy S.r.l. | 47.3% | Equity | X | - |
| Sportbet S.r.l. (15) | Rome | \u20ac10,000 | 20.0% | GBO S.p.A. | 20.0% | Equity | X | - |
1.The company entered into liquidation in November 2024, completed in 2025.
2.The company entered into liquidation on 26 November 2024. It became effective on 11 February 2025.
3.On 13 January 2025, Lottomatica Videolot Rete S.p.A. finalized the agreements for the acquisition of 60% of the share capital of Cristaltec S.p.A., a company involved in the development and distribution of online games, AWP and VLT games, which controls 51% of the company Luduscristaltec L.d.A..
4.On 4 February 2025, the company was merged into GBO S.p.A..
5.On 4 February 2025, the preparatory steps for the transformation of the company PWO Limited (formerly SKS Malta Limited) into a joint stock company under Italian law were completed, effective from 1 March 2025.
6.Liquidated company.
7.On 10 March 2025, the company was merged into Big Easy Bingo S.r.l.
8.On 25 March 2025, Lottomatica Videolot Rete S.p.A. finalized the agreement for the acquisition of 65% of the share capital of Distante S.r.l.
9.On 17 April 2025, the company was merged into Big Easy S.r.l.
10.On 20 May 2025, the company was merged into GBO Italy S.p.A.
11.The company entered into liquidation on 9 May 2025. The final liquidation balance sheet dated 17 June 2025, was approved on the same date. On 24 June 2025, the shareholders' meeting for the approval of the final liquidation balance sheet was held.
12.On 28 May 2025, the company was incorporated.
13.On 30 May 2025, the company was incorporated. On 18 November 2025, the company was renamed to \u201cLottomatica Servizi S.r.l..\u201d.
14.On 2 October 2025, the company was incorporated.
15.On 16 December 2025, GBO S.p.A. finalized the agreement for the acquisition of 20% of the share capital of Sportbet S.r.l..
16.On 28 November 2025, the company was sold to Lottomatica Group S.p.A. On 26 January 2026, the company was renamed \u201cLottomatica Technology & Operations S.r.l.\u201d.
17.On 1 January 2026 the company was renamed \u201cLottomatica Gaming S.p.A.\u201d.
18.The company was sold with effect from 1 January 2026.
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.
Please see Note 7 \u2013 Business Combinations for further details regarding acquisitions that occurred during 2025.
With reference to equity accounted investments, on 13 January 2025, Lottomatica Videolot Rete S.p.A. completed the acquisition of 60% of the share capital of Cristaltec S.p.A., which holds a 51% interest in Luduscristaltec L.d.A.. On 31 March 2025, Lottomatica Videolot Rete S.p.A. converted part of its shares into non-voting shares, reducing its voting rights to 37.40% from the original 60%. Therefore, since control requirements pursuant to IFRS 10 are not met, the investment in Cristaltec S.p.A. is recognized using the equity method, in accordance with IAS 28 \u2013 Investments in Associates and Joint Ventures, as the Group exercises significant influence over the investee.On 16 December 2025, GBO S.p.A. completed the acquisition of 20% of the share capital of Sportbet S.r.l.. Furthermore, Big Easy S.r.l. subscribed a 49% equity interest in the share capital of the newly established companies Huge Easy Nerviano S.p.A., Huge Easy San Giuliano S.p.A. and Huge Easy Terni S.p.A. on 28 May 2025, as well as the companies Huge Easy Rosso S.p.A., Huge Easy Blu S.p.A., Huge Easy Nero S.p.A., Huge Easy Giallo S.p.A. and Huge Easy Verde S.p.A. in November 2025. These companies qualify as associates, due to the existence of significant influence, and as joint ventures and are accounted for using the equity method.
The following describes other changes in the scope of consolidation that occurred during 2025, relating to extraordinary transactions involving consolidated companies and/or to increases in shares in companies already owned.
Reorganization of the Group
As part of a project aimed at streamlining and simplifying the Group\u2019s organizational structure and corporate framework:
\u25cfthe following mergers by incorporation were carried out, resulting in the elimination of the incorporated companies from the scope of consolidation:
oSKS365 Malta Holding Limited was merged by incorporation into GBO S.p.A.;
oDea Bendata S.r.l. was merged by incorporation into Big Easy S.r.l.;
oSea S.r.l. was merged by incorporation into Big Easy Bingo S.r.l.;
oLottomatica Digital Solutions S.r.l. was merged by incorporation into GBO Italy S.p.A.
\u25cfthe liquidation procedures of the following companies were completed and, accordingly, they were eliminated from the scope of consolidation: Gnet Inc., Lottomatica UK Ltd, SKS Services d.o.o., SKS365 SRB d.o.o., and Gamenet PRO S.r.l.;
\u25cfLottomatica Payments S.r.l. was established and subsequently renamed Lottomatica Servizi S.r.l.;
\u25cfthe procedures for the transformation of the company PWO Limited (formerly SKS Malta Limited) into a joint stock company under Italian law were completed, with effect from 1 March 2025;
\u25cfthe investment in Lottomatica Technology & Operations S.r.l. (formerly Totos\u00ec Servizi S.r.l.) was transferred by GBO S.p.A. to Lottomatica Group S.p.A., with no changes to the scope of consolidation.
",
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"language": "en",
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"period": "2025-01-01T00:00:00/2026-01-01T00:00:00"
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"v1-page167-cflshid_69291-tag79401": {
"value": "2.3.1 SubsidiariesAn 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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"v1-page167-cflshid_69291-tag79402": {
"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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"v1-page169-cflshid_70357-tag79403": {
"value": "2.3.3 Equity accounted investmentsAn associate is an investee over which the Group has significant influence, namely the power to participate in the financial and operating decisions of the investee, without having control or joint control67 over it. Significant influence is presumed to exist (unless it can be clearly demonstrated otherwise) when the investor holds, directly or indirectly through subsidiaries, at least 20% of the voting rights. A joint venture is a joint arrangement in which the parties with joint control have rights to the net assets of the arrangement and, therefore, an interest in the jointly controlled entity.
Associates and joint ventures 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.
67 Joint control is an arrangement whereby decisions about the relevant activities require the unanimous consent of all parties sharing control.
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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page170-cflshid_70859-tag79439": {
"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 Accounting Standards. 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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page171-cflshid_71252-tag79404": {
"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 difference between 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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page171-cflshid_71451-tag79405": {
"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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page171-cflshid_71252-tag79406": {
"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 |
2.4.22.6 Depreciation and amortization
The 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.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDepreciationExpenseExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page172-cflshid_71570-tag79440": {
"value": "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 (including 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 incurred. Research 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 lifeIntangible 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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page173-cflshid_71883-tag79918": {
"value": "B.Intangible assets with a finite useful lifeIntangible 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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page173-cflshid_71891-tag79567": {
"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.
2.4.22.3 Impairment of assets
Goodwill
The Group's activities are divided into three operating segments: Online, Sports Franchise and Gaming Franchise, which constitute groups of CGUs and represent the level at which management monitors goodwill. 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 lifeIn 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.
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. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page175-cflshid_72681-tag79408": {
"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
\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).
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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page176-cflshid_73104-tag79409": {
"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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page177-cflshid_73558-tag79410": {
"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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page177-cflshid_73558-tag79411": {
"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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page177-cflshid_73558-tag79412": {
"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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page178-cflshid_73966-tag79560": {
"value": "2.4.11 Share based paymentsIn accordance with the requirements of IFRS 2, equity-settled share based payment plans are accounted for by recognizing the fair value of the options at the grant date as an expense in the income statement, with a corresponding entry in a specific equity reserve.Where the plan includes a vesting period during which service and/or performance conditions must be satisfied for the beneficiaries to become entitled to the award, the total cost, measured on the basis of the fair value at the grant date, is recognized on a straight-line basis over the vesting period, based on the number of options expected to vest.The fair value of the options granted is determined at the grant date, taking into account expectations regarding the achievement of performance parameters linked to market conditions, and is not subsequently adjusted. When the vesting of the award is also subject to non\u2011market performance conditions, the estimate of such conditions is reflected by adjusting, over the vesting period, the number of options expected to vest.",
"dimensions": {
"concept": "ifrs-full:ExplanationOfShareOptionsInSharebasedPaymentArrangement",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page178-cflshid_73966-tag79561": {
"value": "2.4.12 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.
Provisions are recognized only when:
\u25cfthere 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.2.4.22.2 Provisions for risks and charges
Provisions 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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page178-cflshid_73966-tag79413": {
"value": "2.4.13 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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page179-cflshid_74397-tag79562": {
"value": "2.4.14 Derecognition of financial assets and liabilitiesA 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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page179-cflshid_74397-tag79414": {
"value": "2.4.15 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 below.
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:
1.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;
2.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;
3.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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page179-cflshid_74397-tag79415": {
"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:
1.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;
2.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;
3.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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page180-cflshid_74902-tag79416": {
"value": "2.4.16 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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page181-cflshid_75347-tag79563": {
"value": "2.4.17 Treasury sharesTreasury shares are recognized at cost as a deduction from equity. No gains or losses shall be recognized in the income statement on the purchase, sale, issuance, or cancellation of an entity\u2019s own equity instruments. Transaction costs directly attributable to equity transactions are accounted for as a deduction from equity, to the extent that they represent incremental costs that would have been avoided had the equity transaction not taken place.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForTreasurySharesExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page181-cflshid_75347-tag79564": {
"value": "2.4.18 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:
\u25cfrevenues generated by Group\u2011owned AWP machines 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 bets 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 bets 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 bets 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 bets 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 period.
Revenues 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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page181-cflshid_75347-tag79418": {
"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 be recognized 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.
Costs 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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page181-cflshid_75347-tag79417": {
"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 be recognized 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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page182-cflshid_75721-tag79565": {
"value": "2.4.19 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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page183-cflshid_76229-tag79597": {
"value": "2.4.20 Income tax expenseIncome 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.
Lottomatica Group S.p.A., as the current Italian parent company and consolidating entity, has elected to apply the Italian domestic tax consolidation regime together with its subsidiaries that meet the requirements for the inclusion in the Group taxation scheme.
At the end of 2023, with the aim of enhancing the effectiveness of the identification, measurement, and management of tax risk within corporate processes, strengthening relevant controls and reducing the risk of tax disputes and challenges, the Group decided to implement a Tax Control Framework (\u201cTCF\u201d)
The TCF comprises the set of procedures, tools, organizational structures, internal policies, and corporate rules designed to enable, through an appropriate process of identification, measurement, management, and monitoring of key tax risks, the management of tax risk, understood as the risk of operating in violation of tax regulations or in contrast with the principles or objectives of the tax system.
In order to further strengthen transparency towards the Italian Tax Administration, during 2025 the Group initiated a review of its integrated internal tax risk control system and began promoting the enrolment of the main Group companies within the scope of the TCF into the Cooperative Compliance regime, introduced by Legislative Decree No. 128 of 5 August 2015. This regime is intended to establish
a trust\u2011based relationship with the Tax Administration, also through ongoing and preventive dialogue, thereby increasing the level of upfront certainty with respect to significant tax matters.As part of the TCF review, the document entitled \u201cGroup Tax Strategy\u201d was updated to incorporate the principles set out in the Code of Conduct issued by decree of the Ministry of Economy and Finance on 29 April 2024, applicable to entities adhering to the Cooperative Compliance regime. The Group Tax Strategy is available on the website https://lottomaticagroup.com/it. 2.4.20.1 Disclosure of Pillar Two effects
Starting from the 2024 fiscal year, the Group falls within the scope of the Pillar Two (GloBE) rules. These rules became effective in Italy as 1 January 2024 pursuant to Legislative Decree No. 209/2023, which implements European Directive No. 2523/2022.
In summary, the Pillar Two rules provide that the entities within the Group (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%, an additional tax is applied to bring the effective tax rate up to 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 performed an assessment to identify the scope of application and the potential impact of this new regulation across the jurisdictions within its consolidation perimeter, also making use of the so-called transitional safe harbours (\u201cTSH\u201d) applicable in the 2025 fiscal year, as provided for by the OECD guidelines.
Lottomatica Group S.p.A. acts as the Group\u2019s Ultimate Parent Entity for Pillar Two purposes. Based on the information available as of the date of these Consolidated Financial Statements, the TSH conditions are met in all jurisdictions in which the Group operates for Pillar Two purposes (including Italy, Malta, Austria, Serbia and the United Kingdom).
Furthermore, starting from the 2025 fiscal year, the Group includes a joint venture (Cristaltec S.p.A.) for Pillar Two purposes. Under the TSH framework, this joint venture constitutes a separate sub-jurisdiction for which separate calculations have been performed. Based on these calculations, the joint venture also qualifies for the TSH.
In light of the above, the Group has not recognised any Pillar Two tax expense.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page183-cflshid_76237-tag79596": {
"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.
2.4.22.4 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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page184-cflshid_76900-tag79566": {
"value": "2.4.21 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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page185-cflshid_77328-tag79598": {
"value": "2.4.22 Use of accounting estimatesThe 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.
2.4.22.1 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 three cycles 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 rounds of assignments.
| Vesting date | Expiration date | Strike price (Euro) | Price at valuation date (Euro) | 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% |
| 3\u00b0 assignments | 3 March 2028 | 3 March 2030 | 16.034 | 16.65 | 21.94% | 3.90% | 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% |
| 3\u00b0 assignments | 2.147% | 21.94% | 2.147% | 3.90% |
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 |
| 3\u00b0 assignments | 2.60 |
The charge for the year ended 31 December 2025, amounting to Euro 3.8 million (Euro 1.3 million for the year ended 31 December 2024), was recognized in the income statement among Personnel costs, with a corresponding offset in equity reserves.
2.4.22.2 Provisions for risks and charges
Provisions 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.
2.4.22.3 Impairment of assets
Goodwill
The Group's activities are divided into three operating segments: Online, Sports Franchise and Gaming Franchise, which constitute groups of CGUs and represent the level at which management monitors goodwill. 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 lifeIn 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.
2.4.22.4 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.
2.4.22.5 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.
2.4.22.6 Depreciation and amortization
The 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.
2.4.22.7 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, 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-page185-cflshid_77336-tag79919": {
"value": "2.4.22.1 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 three cycles 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 rounds of assignments.
| Vesting date | Expiration date | Strike price (Euro) | Price at valuation date (Euro) | 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% |
| 3\u00b0 assignments | 3 March 2028 | 3 March 2030 | 16.034 | 16.65 | 21.94% | 3.90% | 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% |
| 3\u00b0 assignments | 2.147% | 21.94% | 2.147% | 3.90% |
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 |
| 3\u00b0 assignments | 2.60 |
The charge for the year ended 31 December 2025, amounting to Euro 3.8 million (Euro 1.3 million for the year ended 31 December 2024), was recognized in the income statement among Personnel costs, with a corresponding offset in equity reserves.
",
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"value": "2.4.22.7 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, 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-page188-cflshid_78722-tag79826": {
"value": "2.5 Recently issued accounting standards 2.5.1 Accounting standards, amendments effective from 1 January 2025
The following list illustrates the new standards and interpretations approved by the IASB, endorsed in Europe and applied since 1 January 2025: | \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 |
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: | 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 |
| Amendments to IFRS 19 Subsidiaries without Public Accountability: Disclosures (issued on 21 August 2025) | NO | Accounting periods beginning on or after 1 January 2027 |
| Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency (issued on 13 November 2025) | NO | Accounting periods beginning on or after 1 January 2027 |
The Group is evaluating the effects that the application of the aforementioned principles could have on its Consolidated Financial Statements; however, management do not expect significant impact from their adoption.2.5.3 Accounting standards endorsed by the EU, but not yet applicable
At 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 |
| IFRS 18 \u2014 Presentation and Disclosure in Financial Statements (Issued on 9 April 2024) | YES | Accounting periods beginning on or after 1 January 2027 |
| Contracts Referencing Nature-dependent Electricity \u2013 Amendments to IFRS 9 and IFRS 7 (issued on 18 December 2024) | YES | Accounting periods beginning on or after 1 January 2026 |
| Annual Improvements Volume 11 (issued on 18 July 2024) | YES | Accounting periods beginning on or after 1 January 2026 |
| Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) (issued on 30 May 2024) | YES | 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 and, in particular, those arising from the introduction of IFRS 18, with specific reference to the structure of the Group\u2019s income statement, the statement of cash flows, and the additional disclosures required in respect of management performance measures (MPMs), as well as the impact on the presentation of information in the consolidated financial statements.
",
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"v1-page190-cflshid_79173-tag79420": {
"value": "3. Management of financial risksThe 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 risks.
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. The Group is exposed to the risk of changes in the interest rate on the floating portion of the May 2024 Notes (as defined below). In order to hedge this risk, the Company entered into two derivative contracts with UniCredit S.p.A. and Deutsche Bank AG, respectively, each for a notional amount of Euro 200 million. These derivative contracts hedge against the risk associated with a potential increase in interest rates by exchanging the 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.
It should be noted that the Group was previously also exposed to the change in the interest rate arising from the December 2023 Notes, which were fully repaid during 2025.
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 senior secured notes, it is considered reasonable to assume that any such change would not produce any material economic effect, as changes in interest rates and in the related hedging derivatives described above will necessarily reflect changes of opposite sign and equal amount.
3.2 Credit riskCredit 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 2025 and 2024.
| (In thousands of Euro) | As of 31 December 2025 | Not yet overdue | Overdue 0-30 days | Overdue 31-90 days | Overdue 91-150 days | Overdue by more than 150 days* |
| Trade receivables | 134,133 | 74,150 | 1,722 | 2,016 | 580 | 55,665 |
| Allowance for doubtful receivables | (56,892) | (4,821) | (347) | (1,955) | (580) | (49,189) |
| Net | 77,241 | 69,329 | 1,375 | 61 | - | 6,476 |
| % of ECL (expected credit loss) by aging buckets | | 7% | 20% | 97% | 100% | 88% |
* The increase in trade receivables overdue by more than 150 days mainly relates to receivables under the Stability Law recorded at their estimated realizable value based on the legal actions taken by the Group.
| (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 | - | - |
| % of ECL (expected credit loss) by aging buckets | | 5% | 48% | 82% | 100% | 100% |
3.3 Liquidity riskLiquidity 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 related to the commitments associated with the senior secured notes issued on 13 May 2025 for Euro 1,100 million maturing in 2031, 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, as well as with the revolving credit facility of Euro 447.25 million (undrawn at the reporting date) in addition to Euro 50 million available for bank guarantees.
It should be noted that on 13 May 2025, the Company repaid in advance the senior secured notes issued respectively on 14 December 2023 and on 1 June 2023 for a total principal amount of Euro 1,065 million.
The following table provides an analysis of cash disbursements by due date based on contractual repayment obligations relating to the senior secured notes, trade payables and other liabilities, as of 31 December 2025 and 2024: | (In thousands of Euro) | Carrying amount as of 31 December 2025 | Within1 year | Between1 and 5 years | Over5 years | Total |
| Senior secured notes | 1,991,721 | 104,825 | 905,930 | 1,525,536 | 2,536,291 |
| Lease payable | 75,679 | 27,786 | 52,177 | 4,479 | 84,442 |
| Other current and non-current financial liabilities | 268,691 | 229,804 | 38,887 | - | 268,691 |
| Trade payables | 131,130 | 131,130 | - | - | 131,130 |
| Other current and non-current liabilities | 432,100 | 397,449 | 34,651 | - | 432,100 |
Note: Senior secured 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.
| (In thousands of Euro) | Carrying amount as of 31 December 2024 | Within1 year | Between1 and 5 years | Over5 years | Total |
| Senior secured notes | 1,942,805 | 126,217 | 1,009,645 | 1,486,565 | 2,622,427 |
| Lease payable | 81,169 | 24,848 | 56,345 | 9,927 | 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: Senior secured 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 geopolitical and macroeconomic environment 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 2025, 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.
With regard to the conflicts in the Middle East, the Group specifies that all its activities are carried out in Italy and no material impacts related to such events have been identified at the reporting date.
Finally, given the predominantly domestic nature of its activities, the Group has not identified any material impacts arising from the application of duties and/or trade barriers.
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-page190-cflshid_79181-tag79568": {
"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. The Group is exposed to the risk of changes in the interest rate on the floating portion of the May 2024 Notes (as defined below). In order to hedge this risk, the Company entered into two derivative contracts with UniCredit S.p.A. and Deutsche Bank AG, respectively, each for a notional amount of Euro 200 million. These derivative contracts hedge against the risk associated with a potential increase in interest rates by exchanging the 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.
It should be noted that the Group was previously also exposed to the change in the interest rate arising from the December 2023 Notes, which were fully repaid during 2025.
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 senior secured notes, it is considered reasonable to assume that any such change would not produce any material economic effect, as changes in interest rates and in the related hedging derivatives described above will necessarily reflect changes of opposite sign and equal amount.
",
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"v1-page191-cflshid_79494-tag79421": {
"value": "3.2 Credit riskCredit 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 2025 and 2024.
| (In thousands of Euro) | As of 31 December 2025 | Not yet overdue | Overdue 0-30 days | Overdue 31-90 days | Overdue 91-150 days | Overdue by more than 150 days* |
| Trade receivables | 134,133 | 74,150 | 1,722 | 2,016 | 580 | 55,665 |
| Allowance for doubtful receivables | (56,892) | (4,821) | (347) | (1,955) | (580) | (49,189) |
| Net | 77,241 | 69,329 | 1,375 | 61 | - | 6,476 |
| % of ECL (expected credit loss) by aging buckets | | 7% | 20% | 97% | 100% | 88% |
* The increase in trade receivables overdue by more than 150 days mainly relates to receivables under the Stability Law recorded at their estimated realizable value based on the legal actions taken by the Group.
| (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 | - | - |
| % of ECL (expected credit loss) by aging buckets | | 5% | 48% | 82% | 100% | 100% |
",
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"v1-page191-cflshid_79502-tag79580": {
"value": "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 2025 and 2024.
| (In thousands of Euro) | As of 31 December 2025 | Not yet overdue | Overdue 0-30 days | Overdue 31-90 days | Overdue 91-150 days | Overdue by more than 150 days* |
| Trade receivables | 134,133 | 74,150 | 1,722 | 2,016 | 580 | 55,665 |
| Allowance for doubtful receivables | (56,892) | (4,821) | (347) | (1,955) | (580) | (49,189) |
| Net | 77,241 | 69,329 | 1,375 | 61 | - | 6,476 |
| % of ECL (expected credit loss) by aging buckets | | 7% | 20% | 97% | 100% | 88% |
* The increase in trade receivables overdue by more than 150 days mainly relates to receivables under the Stability Law recorded at their estimated realizable value based on the legal actions taken by the Group.
| (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 | - | - |
| % of ECL (expected credit loss) by aging buckets | | 5% | 48% | 82% | 100% | 100% |
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 | 2025 | \u00a0 | 2024 |
| (Provision) / release for impairment of receivables and financial assets | \u00a0 | (25,562) | \u00a0 | (243) |
| (Provision) / release for risks and charges | | 258 | | (785) |
| Total | \u00a0 | (25,304) | \u00a0 | (1,028) |
Provisions are stated net of releases. 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:
| \u00a0 | \u00a0 | As of 31 December |
| (In thousands of Euro) | \u00a0 | 2025 | \u00a0 | 2024 |
| Concessionaire\u2019s receivables from operators/TIR | | 100,457 | | 73,954 |
| Receivables from betting operators | \u00a0 | 20,491 | \u00a0 | 20,648 |
| Receivables from customers | \u00a0 | 6,420 | \u00a0 | 7,253 |
| Other receivables from distribution network | \u00a0 | 4,296 | \u00a0 | 7,187 |
| Receivables guaranteed by formal commitments | \u00a0 | 2,121 | \u00a0 | 2,572 |
| Receivables for penalties and interest on delayed payments | \u00a0 | 348 | \u00a0 | 373 |
| Allowance for doubtful receivables | | (56,892) | | (34,002) |
| Total | \u00a0 | 77,241 | \u00a0 | 77,985 |
| (In thousands of Euro) | \u00a0 | \u00a0 |
| Balance as of 31 December 2023 | \u00a0 | 36,794 |
| Acquisitions | \u00a0 | 3,628 |
| Provisions net of releases | \u00a0 | 243 |
| Utilization | | (5,827) |
| Reclassification | \u00a0 | (836) |
| Balance as of 31 December 2024 | \u00a0 | 34,002 |
| Provisions net of releases | \u00a0 | 25,562 |
| Utilization | | (1,948) |
| Reclassification | \u00a0 | (724) |
| Balance as of 31 December 2025 | \u00a0 | 56,892 |
3.3 Liquidity riskLiquidity 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 related to the commitments associated with the senior secured notes issued on 13 May 2025 for Euro 1,100 million maturing in 2031, 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, as well as with the revolving credit facility of Euro 447.25 million (undrawn at the reporting date) in addition to Euro 50 million available for bank guarantees.
It should be noted that on 13 May 2025, the Company repaid in advance the senior secured notes issued respectively on 14 December 2023 and on 1 June 2023 for a total principal amount of Euro 1,065 million.
The following table provides an analysis of cash disbursements by due date based on contractual repayment obligations relating to the senior secured notes, trade payables and other liabilities, as of 31 December 2025 and 2024: | (In thousands of Euro) | Carrying amount as of 31 December 2025 | Within1 year | Between1 and 5 years | Over5 years | Total |
| Senior secured notes | 1,991,721 | 104,825 | 905,930 | 1,525,536 | 2,536,291 |
| Lease payable | 75,679 | 27,786 | 52,177 | 4,479 | 84,442 |
| Other current and non-current financial liabilities | 268,691 | 229,804 | 38,887 | - | 268,691 |
| Trade payables | 131,130 | 131,130 | - | - | 131,130 |
| Other current and non-current liabilities | 432,100 | 397,449 | 34,651 | - | 432,100 |
Note: Senior secured 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.
| (In thousands of Euro) | Carrying amount as of 31 December 2024 | Within1 year | Between1 and 5 years | Over5 years | Total |
| Senior secured notes | 1,942,805 | 126,217 | 1,009,645 | 1,486,565 | 2,622,427 |
| Lease payable | 81,169 | 24,848 | 56,345 | 9,927 | 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: Senior secured 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 geopolitical and macroeconomic environment 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 2025, 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.
With regard to the conflicts in the Middle East, the Group specifies that all its activities are carried out in Italy and no material impacts related to such events have been identified at the reporting date.
Finally, given the predominantly domestic nature of its activities, the Group has not identified any material impacts arising from the application of duties and/or trade barriers.
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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page194-cflshid_80886-tag79423": {
"value": "4. Capital managementThe 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": {
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"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page194-cflshid_80886-tag79569": {
"value": "4.1 Share buyback program
In line with the capital allocation strategy, the Board of Directors requested and obtained authorization from the Shareholders\u2019 Meeting to launch a share buyback program aimed, among other things, at providing the Company with a flexible instrument for capital remuneration and for the use of excess liquidity. The share buyback program was launched on 18 June 2025.
The implementation of the share buyback program is subject to market conditions and to compliance with the operating procedures designed to ensure equal treatment of shareholders, as required by applicable laws and regulations, including European\u2011level provisions, as in force from time to time.
For further details, reference should be made to Note 9.14 and Note 11.7.14 of this document.
",
"dimensions": {
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"language": "en",
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}
},
"v1-page194-cflshid_80886-tag79903": {
"value": "4.2 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 (the \u201cAdjusted Net Profit\u201d). 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": {
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"entity": "scheme:549300R72LKEGT4EX026",
"period": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page195-cflshid_81342-tag79905": {
"value": "5. Financial assets and liabilities by category The following tables show financial assets and liabilities as of 31 December 2025 and 2024 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 FVTPL | Financial liabilities at FVTOCI | As of 31 December 2025 |
| Current and non-current financial assets | 32,769 | 3 | - | - | - | 32,772 |
| Trade receivables | 77,241 | - | - | - | - | 77,241 |
| Other current and non-current assets | 175,165 | - | - | - | - | 175,165 |
| Cash and cash equivalents | 143,898 | - | - | - | - | 143,898 |
| Total | 429,073 | 3 | - | - | - | 429,076 |
| Current and non-current financial liabilities | - | - | 2,270,025 | 60,372 | 5,694 | 2,336,091 |
| Trade payables | - | - | 131,130 | - | - | 131,130 |
| Other current and non-current liabilities | - | - | 432,100 | - | - | 432,100 |
| Total | - | - | 2,833,255 | 60,372 | 5,694 | 2,899,321 |
| (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 FVTPL | Financial liabilities at FVTOCI | As of 31 December 2024 |
| Current and non-current financial assets | 32,415 | 18 | - | | - | 32,433 |
| Trade receivables | 77,985 | - | - | \u00a0 | - | 77,985 |
| Other current and non-current assets | 177,894 | - | - | \u00a0 | - | 177,894 |
| Cash and cash equivalents | 164,156 | - | - | | - | 164,156 |
| Total | 452,450 | 18 | - | \u00a0 | - | 452,468 |
| Current and non-current financial liabilities | - | - | 2,080,806 | 56,614 | 11,407 | 2,148,827 |
| Trade payables | - | - | 133,702 | - | - | 133,702 |
| Other current and non-current liabilities | - | - | 380,275 | - | - | 380,275 |
| Total | - | - | 2,594,783 | 56,614 | 11,407 | 2,662,804 |
As of 31 December 2025, \u201cCurrent and non-current financial liabilities\u201d include the senior secured notes issued on 29 May 2024 and 13 May 2025, the fair value of which amounted to Euro 920,908 thousand
and Euro 1,134,170 thousand, respectively. As of 31 December 2024, the fair value of the senior secured notes issued on 1 June 2023, 14 December 2023 and 29 May 2024 amounted to Euro 594,385 thousand, Euro 508,935 thousand and Euro 925,962 thousand, respectively. 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 assetsThe following table provides a breakdown of \u201cCurrent and non-current financial assets\u201d: Merchant accounts and restricted cash
\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 7.4 million, Euro 11.3 million and Euro 3.6 million, for Gamenet S.p.A., Lottomatica Videolot Rete S.p.A. and Big Easy S.r.l., respectively as of 31 December 2025 (Euro 7.3 million, Euro 11.9 million and Euro 3.6 million, respectively as of 31 December 2024).
The following table provides a summary of key information relating to financial assets: | (In thousands of Euro) | As of 31 December 2025 | of which current | As of 31 December 2024 | of which current |
| Cash held by operators | 25,389 | 25,389 | 23,293 | 23,293 |
| Escrow account | 5,000 | 5,000 | 5,174 | 5,174 |
| Merchant accounts and restricted cash | 277 | - | 429 | 201 |
| Other | 2,106 | 1,181 | 3,537 | 1,728 |
| Total | 32,772 | 31,570 | 32,433 | 30,396 |
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 | 2025 | \u00a0 | 2024 |
| May 2025 Notes | | 1,088,017 | | - |
| May 2024 Notes | | 891,443 | | 890,096 |
| December 2023 Notes | \u00a0 | - | \u00a0 | 487,737 |
| June 2023 Notes | \u00a0 | - | \u00a0 | 556,258 |
| Accrued interest \u2013 May 2025 Notes | | 8,938 | | - |
| Accrued interest \u2013 May 2024 Notes | \u00a0 | 3,323 | \u00a0 | 3,652 |
| Accrued interest \u2013 December 2023 Notes | \u00a0 | - | \u00a0 | 1,707 |
| Accrued interest \u2013 June 2023 Notes | \u00a0 | - | \u00a0 | 3,355 |
| Payables for leasing | \u00a0 | 75,679 | \u00a0 | 81,169 |
| Put option liability | \u00a0 | 60,372 | \u00a0 | 56,614 |
| Payables for acquisitions | \u00a0 | 25,176 | \u00a0 | 51,129 |
| Interest Rate Swap liabilities | \u00a0 | 6,610 | \u00a0 | 13,147 |
| Bank borrowings | \u00a0 | 2,636 | \u00a0 | 2,561 |
| Other financial payables | | 173,897 | | 1,402 |
| Total | \u00a0 | 2,336,091 | \u00a0 | 2,148,827 |
\u201cCurrent and non-current financial liabilities\u201d included: \u25cfsenior secured notes issued on 29 May 2024 and 13 May 2025 for principal amounts of Euro 900 million and Euro 1,100 million respectively, recognized at amortized cost. Transaction costs incurred for the main part included professional fees related to the senior secured notes issue. It should be noted that during 2025, Lottomatica Group S.p.A. made an early repayment of the December 2023 Notes and the June 2023 Notes (as defined below), plus accrued interest;
\u25cfthe Interest Rate Swap liability, mainly related to the fair value of the derivative contracts of a total notional amount of Euro 400 million to hedge the risk linked to a potential change in the interest rate of the floating rate portion of May 2024 Notes (as defined below). The total fair value was a negative amount of Euro 5.7 million as of 31 December 2025;
\u25cfthe put option liability, recognized at its present value of Euro 60.4 million as of 31 December 2025 (Euro 56.6 million as of 31 December 2024), 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), Distante S.r.l., Rete Gioco Italia and the acquisition of certain businesses. In particular:
othe payable relating to the acquisition of Goldbet (now GBO Italy) for the deferred consideration component amounted to Euro 7.0 million as at 31 December 2025 (Euro 27.6 million as of 31 December 2024), of which Euro 5 million deposited in an escrow account. During 2025, an amount of Euro\u202f20.6\u202fmillion was paid to the sellers;
othe payable related to the deferred price component for the acquisition of Rete Gioco Italia S.r.l. amounted to Euro 2.1 million as of 31 December 2025;
othe payable related to the deferred price component for the acquisition of Distante S.r.l. amounted to Euro 4.3 million as of 31 December 2025;
othe payable related to the business acquisition of Dondolino S.r.l. amounted to Euro 3.5 million as of 31 December 2025;
othe payable relating to the deferred price components of other acquisitions amounted to Euro 8.3 million as of 31 December 2025;
\u25cfpayables relating to the lease liabilities representing the present value of the remaining lease payments as of 31 December 2025, including accrued finance expenses and charges contractually provided for as of such date. For further details, see Note 9.4 above.
\u25cfthe liability for the share buyback, amounting to Euro 173.4 million as of 31 December 2025, included in the item \u201cOther financial payables\u201d.
There are no non-current financial liabilities due over 5 years, other than the May 2025 Notes and the floating rate portion of 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 2025 | \u00a0 | of which current | \u00a0 | As of 31 December 2024 | \u00a0 | of which current |
| Senior secured notes | | 1,979,460 | \u00a0 | - | | 1,934,091 | \u00a0 | - |
| Payables for leasing | \u00a0 | 75,679 | \u00a0 | 24,247 | \u00a0 | 81,169 | \u00a0 | 21,552 |
| Put option liability | \u00a0 | 60,372 | \u00a0 | 32,087 | \u00a0 | 56,614 | \u00a0 | 18,348 |
| Payables for acquisitions | \u00a0 | 25,176 | \u00a0 | 21,389 | \u00a0 | 51,129 | \u00a0 | 46,840 |
| Accrued interest on senior secured notes | \u00a0 | 12,261 | \u00a0 | 12,261 | \u00a0 | 8,714 | \u00a0 | 8,714 |
| Interest Rate Swap liabilities | \u00a0 | 6,610 | \u00a0 | 916 | \u00a0 | 13,147 | \u00a0 | 1,740 |
| Bank borrowings | \u00a0 | 2,636 | \u00a0 | 1,515 | \u00a0 | 2,561 | \u00a0 | 1,795 |
| Other financial payables | | 173,897 | \u00a0 | 173,897 | | 1,402 | \u00a0 | 1,402 |
| Total | \u00a0 | 2,336,091 | \u00a0 | 266,312 | \u00a0 | 2,148,827 | \u00a0 | 100,391 |
The following table provides changes in liabilities arising from financing activities as required by IAS7:
| (In thousands of Euro) | \u00a0 | As of 31 December 2024 | \u00a0 | Cash flow from financing activities | \u00a0 | Non-cash changes | \u00a0 | As of 31 December 2025 |
| Senior secured notes | | 1,934,091 | | 22,298 | | 23,071 | | 1,979,460 |
| Accrued interest on senior secured notes | \u00a0 | 8,714 | \u00a0 | (94,111) | \u00a0 | 97,658 | \u00a0 | 12,261 |
| Payables for acquisitions | \u00a0 | 51,129 | \u00a0 | (75,423) | \u00a0 | 49,470 | \u00a0 | 25,176 |
| Payables for leasing | \u00a0 | 81,169 | \u00a0 | (28,132) | \u00a0 | 22,642 | \u00a0 | 75,679 |
| Put option liability | \u00a0 | 56,614 | \u00a0 | - | \u00a0 | 3,758 | \u00a0 | 60,372 |
| Interest Rate Swap liabilities | \u00a0 | 13,147 | \u00a0 | (17,702) | \u00a0 | 11,165 | \u00a0 | 6,610 |
| Bank borrowings | \u00a0 | 2,561 | \u00a0 | (2,683) | \u00a0 | 2,758 | \u00a0 | 2,636 |
| Other financial payables* | | 1,402 | | (226,417) | | 398,912 | | 173,897 |
| Total | \u00a0 | 2,148,827 | \u00a0 | (422,170) | \u00a0 | 609,434 | \u00a0 | 2,336,091 |
| Reconciliation of cash flow from financing activities: | | | | | | | | |
| Payment for acquisition not included in cash flow from financing activities | | | | 75,423 | | | | |
| Other assets and liabilities not included in financial liabilities | | | | (12,727) | | | | |
| Total | | | | (359,474) | | | | |
* Cash flows relating to other financial liabilities related to the share buyback and to the payment of dividends and make\u2011whole on senior secured notes repaid.
| (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 |
| Senior secured notes | | 1,917,021 | | (21,031) | | 38,101 | | 1,934,091 |
| Accrued interest on senior secured 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 | | (99,806) | | 87,495 | | 1,402 |
| Total | \u00a0 | 2,186,090 | \u00a0 | (360,963) | \u00a0 | 323,700 | \u00a0 | 2,148,827 |
| Reconciliation of cash flow from financing activities: | | | | | | | | |
| Payment for acquisition not included in cash flow from financing activities | | | | 60,852 | | | | |
| Other assets and liabilities not included in financial liabilities | | | | (13,405) | | | | |
| Total | | | | (313,516) | | | | |
* Cash flows relating to other financial liabilities related to the payment of dividends and make\u2011whole on senior secured notes repaid.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page196-cflshid_81943-tag79570": {
"value": "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 2025 |
| Derivative financial instruments assets | | - | | 3 | | - | | 3 |
| Derivative financial instruments liabilities | | - | | (5,694) | | - | | (5,694) |
| Put options | \u00a0 | - | \u00a0 | - | \u00a0 | (60,372) | \u00a0 | (60,372) |
| Total | \u00a0 | - | \u00a0 | (5,691) | \u00a0 | (60,372) | \u00a0 | (66,063) |
| (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 | | - | | (11,407) | | - | | (11,407) |
| Put options | \u00a0 | - | \u00a0 | - | \u00a0 | (56,614) | \u00a0 | (56,614) |
| Total | \u00a0 | - | \u00a0 | (11,389) | \u00a0 | (56,614) | \u00a0 | (68,003) |
During the periods under review, the Group did not make any changes regarding valuation techniques for financial instruments accounted for at fair value.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory",
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"period": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page197-cflshid_82453-tag79571": {
"value": "6. Operating segmentsThe 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 reflect the approach adopted by the Chief Operating Decision Maker (CODM), identified as the Chief Executive Officer of the Company and of the Group\u2019s main concessionaire companies, in assessing the business performance and making 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. In particular, the CODM monitors the performance of the operating segments by assuming the full consolidation of the entities in which the Group holds an interest of more than 50%, in line with the approach set out in IFRS 10 - Consolidated Financial Statements, rather than the equity method as prescribed by IAS 28 - Investments in Associates and Joint Ventures, which is applied in the preparation of the Group\u2019s consolidated financial statements.
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 regularly reviewed 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.
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 for reportable segment and (ii) Adjusted EBITDA for reportable segment. Adjusted EBITDA is defined as net profit for the period 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) Adjusted EBITDA, (as defined herein), of equity accounted investments in which the Group holds an interest of more than 50% and/or of businesses disposed of or in the process of disposal; (vii) costs related to M&A and international activities; (viii) integration costs (including expenses on corporate restructuring, redundancy and costs incurred in relation to renegotiated contracts); and (ix) 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 operations abroad 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 2025 and 2024:| \u00a0 | Online | Sports Franchise | Gaming Franchise | Total reportable segment |
| (In thousands of Euro) | Dec '25 | Dec '24 | Dec '25 | Dec '24 | Dec '25 (a) | Dec '24 | Dec '25 | Dec '24 |
| Revenues toward third parties (b) | 954,506 | 780,230 | 527,163 | 460,755 | 773,623 | 763,740 | 2,255,292 | 2,004,725 |
| Other income toward third parties | 3,229 | 3,206 | 3,938 | 3,623 | 9,121 | 8,122 | 16,288 | 14,951 |
| Intragroup Revenues and Other income | 19,408 | 22,894 | 5,773 | 6,297 | 10,754 | 8,988 | 35,935 | 38,179 |
| Total Revenues and income | 977,143 | 806,330 | 536,874 | 470,675 | 793,498 | 780,850 | 2,307,515 | 2,057,855 |
| Adjusted EBITDA (d) | 528,963 | 418,566 | 141,798 | 108,642 | 185,398 | 179,714 | 856,159 | 706,922 |
| Adjusted EBITDA Margin (c) | 55.4% | 53.6% | 26.9% | 23.6% | 24.0% | 23.5% | 38.0% | 35.3% |
a)Includes the results of the Cristaltec group, in line with the approach adopted by management to monitor the results of the operating segments.
b)Revenues toward third parties in Gaming Franchise operating segment were as follows: (i) Euro 288,367 thousand for the year ended 31 December 2025 related to the AWP product line (Euro 279,839 thousand for the year ended 31 December 2024), (ii) Euro 430,077 thousand for the year ended 31 December 2025 related to the VLT product line (Euro 436,244 thousand for the year ended 31 December 2024), and (iii) Euro 55,179 thousand for the year ended 31 December 2025 related to the Retail and Street Operations product line (Euro 47,657 thousand for the year ended 31 December 2024).
c)Adjusted EBITDA Margin defined as Adjusted EBITDA / Revenues toward third parties.
d)The main cost component for the determination of Adjusted EBITDA relates to costs for distribution network compensation, which amounted to approximately Euro 233.9 million for Online operating segment in 2025 (Euro 204.7 million for the year ended December 31, 2024), Euro 300 million for the Sport Franchise operating segment in 2025 (Euro 271.7 million for the year ended December 31, 2024) and Euro 352.9 million for the Gaming Franchise operating segment in 2025 (Euro 350.1 million for the year ended December 31, 2024). The total amount was Euro 880.3 million in 2025 (Euro 822.1 million for the year ended December 31, 2024), net of intragroup costs of approximately Euro 6.5 million in 2025 (Euro 4.3 million for the year ended December 31, 2024).
The following table shows the reconciliation of total revenue and income for the years indicated:
| \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | 2025 | 2024 |
| Total Revenues and income for reportable segment | 2,307,515 | 2,057,855 |
| Elimination of intersegment revenues | (35,935) | (38,179) |
| Elimination of revenues and other income from equity accounted investments | (9,576) | - |
| Consolidated Revenues and income | 2,262,004 | 2,019,676 |
The following table shows the reconciliation of Adjusted EBITDA for the years indicated:
| \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | 2025 | 2024 |
| Total Adjusted EBITDA for reportable segment | 856,159 | 706,922 |
| Elimination of Adjusted EBITDA from equity accounted investments and/or of businesses disposed of or in the process of disposal | (2,948) | - |
| Costs not included in Adjusted EBITDA | (125,909) | (76,979) |
| of which: | \u00a0 | \u00a0 |
| - monetary | (89,397) | (68,491) |
| - non monetary | (36,512) | (8,488) |
| Depreciation, amortization and impairments | (261,269) | (244,353) |
| Finance income | 3,275 | 9,038 |
| of which non-recurring finance income * | 437 | 6,215 |
| Finance expenses | (193,422) | (215,400) |
| of which non-recurring finance expenses * | (53,461) | (58,575) |
| Share of profit/(loss) of equity accounted investments | (110) | 1,663 |
| Profit before tax | 275,776 | 180,891 |
* For details of non-recurring financial income and expenses, please refer to Note 8.8.
",
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},
"v1-page197-cflshid_82461-tag79572": {
"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 reflect the approach adopted by the Chief Operating Decision Maker (CODM), identified as the Chief Executive Officer of the Company and of the Group\u2019s main concessionaire companies, in assessing the business performance and making 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. In particular, the CODM monitors the performance of the operating segments by assuming the full consolidation of the entities in which the Group holds an interest of more than 50%, in line with the approach set out in IFRS 10 - Consolidated Financial Statements, rather than the equity method as prescribed by IAS 28 - Investments in Associates and Joint Ventures, which is applied in the preparation of the Group\u2019s consolidated financial statements.
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 regularly reviewed 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.
",
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}
},
"v1-page197-cflshid_82932-tag79446": {
"value": "The Group currently operates for the main part in Italy",
"dimensions": {
"concept": "ifrs-full:PrincipalPlaceOfBusiness",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
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},
"v1-page199-cflshid_83694-tag79573": {
"value": "7. Business combinations and acquisition of businessesThe following paragraphs provide brief descriptions of the acquisitions that took place during 2025 which expanded the Group\u2019s scope of consolidation. All acquisitions were made in the context of the Group\u2019s horizontal and vertical integration strategy.
7.1 Acquisition of Distante S.r.l. On 1 April 2025, Lottomatica Videolot Rete S.p.A. finalized the acquisition of 65% of the share capital of Distante S.r.l., a company operating in the rental, management, and maintenance of AWP gaming machines. The consideration for the acquisition amounted to Euro 15.1 million, including price adjustment. Of this amount, Euro 10.7 million was paid at the reporting date, Euro 3.7 million will be paid within 25 March 2026, while the remaining portion of Euro 0.7 million will be paid through annual installments until 2031.
The aforementioned acquisition resulted in increased revenues of Euro 4.1 million, while it did not have significant impacts on the Group's net profit for the period from the acquisition date to 31 December 2025. 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 March 2025, adjusted as required to recognize any differences with respect to the accounting policies adopted by the Group.
The net asset acquired were preliminary recognized at fair value, together with goodwill amounting to approximately Euro 13.4 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 | 2 | - | 2 |
| Property, plant and equipment | 2,928 | - | 2,928 |
| Right of use | 280 | - | 280 |
| Financial assets | 313 | - | 313 |
| Trade receivables | 30 | - | 30 |
| Other assets | 3,053 | - | 3,053 |
| Cash and cash equivalents | 8,029 | - | 8,029 |
| Employee benefit liabilities | (830) | - | (830) |
| Financial liabilities | (3,039) | - | (3,039) |
| Trade payables | (1,750) | - | (1,750) |
| Tax payables | (265) | - | (265) |
| Other liabilities | (6,106) | - | (6,106) |
| Net acquired assets (liabilities) (A) | 2,645 | - | 2,645 |
| Equity attributable to non-controlling interests (B) | 926 | - | 926 |
| Purchase price (C) | 15,142 | | 15,142 |
| Goodwill (C) - (A) + (B) | 13,423 | - | 13,423 |
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 2025 | (10,796) |
| Cash and cash equivalents at acquisition date | 8,029 |
| Net cash flow from acquisition as of 31 December 2025 | (2,767) |
7.2 Acquisition of businesses As 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 2025 are summarized below:
| (In thousands of Euro) | Fair Value at acquisition date |
| Property, plant and equipment | 2,715 |
| Trade receivables | 195 |
| Cash and cash equivalents | 1,646 |
| Employee benefit liabilities | (305) |
| Trade payables | (808) |
| Other liabilities | (90) |
| Net acquired assets (A) | 3,353 |
| Purchase price (B) | 21,969 |
| Goodwill (B) - (A) | 18,616 |
The difference between the purchase price and the fair value of the net assets acquired was recognized as goodwill mainly allocated to the Gaming Franchise segment. As of 31 December 2025, the cash flow relating to the total consideration paid for the acquisition of the businesses amounted to Euro 14.4 million.
",
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"v1-page201-cflshid_84449-tag79599": {
"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 | 2025 | \u00a0 | 2024 |
| Online | \u00a0 | 954,506 | \u00a0 | 780,230 |
| Sports Franchise | \u00a0 | 527,163 | \u00a0 | 460,755 |
| Gaming Franchise | \u00a0 | 773,623 | \u00a0 | 763,740 |
| Total Revenues for reportable segment | \u00a0 | 2,255,292 | \u00a0 | 2,004,725 |
| Elimination of revenues from equity accounted investments | | (8,176) | | - |
| Total | \u00a0 | 2,247,116 | \u00a0 | 2,004,725 |
\u201cRevenues\u201d68 amounted to Euro 2,247.1 million for the year ended 31 December 2025, an increase of Euro 242.4 million compared to Euro 2,004.7 million for the year ended 31 December 2024. The increase was mainly due to the full year consolidation of PWO in 2025, compared to only eight months in 2024 as well as to the effect of the overall favorable payout of sports betting compared to the previous year, which benefited both the Online and Sports Franchise operating segments.
",
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"v1-page201-cflshid_84449-tag79424": {
"value": "\u201cOther income\u201d amounted to Euro 14.9 million for the year ended 31 December 2025 (Euro 15.0 million for the year ended 31 December 2024) 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.
",
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},
"v1-page202-cflshid_84781-tag79906": {
"value": "8.3 Cost of servicesThe following table provides a breakdown of \u201cCost of services\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2025 | \u00a0 | 2024 |
| Distribution network compensation | \u00a0 | (880,857) | \u00a0 | (828,381) |
| Fee on gaming platform licenses | \u00a0 | (132,480) | \u00a0 | (116,691) |
| Concession Fee | \u00a0 | (63,982) | \u00a0 | (58,445) |
| Bank and insurance expenses | \u00a0 | (58,435) | \u00a0 | (48,974) |
| Marketing and advertising | \u00a0 | (40,258) | \u00a0 | (31,976) |
| Utility costs, postal and logistics costs, security services | \u00a0 | (24,808) | \u00a0 | (24,617) |
| Technical assistance and network management | \u00a0 | (21,025) | \u00a0 | (18,058) |
| Tax, administrative and legal consultancy costs | \u00a0 | (18,698) | \u00a0 | (18,681) |
| Leases and rentals | \u00a0 | (14,313) | \u00a0 | (13,687) |
| Data transmission | \u00a0 | (10,927) | \u00a0 | (8,923) |
| Pay-TV | \u00a0 | (6,961) | \u00a0 | (6,556) |
| Board of Directors remunerations and costs | \u00a0 | (4,749) | \u00a0 | (4,464) |
| Other | | (37,065) | | (34,272) |
| Total | \u00a0 | (1,314,558) | \u00a0 | (1,213,725) |
Cost of services amounted to Euro 1,314.5 million for the year ended 31 December 2025, an increase of Euro 100.8 million compared to Euro 1,213.7 million for the year ended 31 December 2024. \u201cDistribution network compensation\u201d costs are mainly influenced by the supply chain remuneration model (linked to a percentage of bets and/or revenue sharing mechanisms), which means that this cost item varies in line with revenues.
In general, other cost items are affected by the variable nature of the items in question (as they may be linked to bets 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 as well as software license fees;
\u25cf\u201cMarketing and advertising expenses\u201d increased by Euro 8.3 million mainly due to costs for events at the gaming halls and other marketing campaigns and the full year contribution of PWO for the year ended 31 December 2025 compared to only eight months in 2024;
\u25cfThe increase in the \u201cBank and insurance expenses\u201d mainly related to the contribution of PWO and higher commissions on credit cards following the increase in the volumes recorded;
\u25cfThe increase in the \"Other expenses\" primarily attributable to costs for betting providers, costs for digital services and anti-money laundering services. 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 expenses.
8.4 Personnel expensesThe following table provides a breakdown of \u201cPersonnel expenses\u201d:
| \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2025 | \u00a0 | 2024 |
| Remuneration | | (106,097) | | (99,881) |
| Social security contributions | \u00a0 | (30,823) | \u00a0 | (26,080) |
| Other personnel costs | | (17,830) | | (9,542) |
| Total | \u00a0 | (154,750) | \u00a0 | (135,503) |
Personnel expenses amounted to Euro 154.7 million for the year ended 31 December 2025, an increase of Euro 19.2 million compared to Euro 135.5 million for the year ended 31 December 2024.
It should be noted that the item does not include capitalized personnel expenses related to the development of internal software, amounting to Euro 20.7 million for the year ended 31 December 2025 (Euro 16.0 million for the year ended 31 December 2024).
The item also includes the charge related to the long-term incentive plan amounting to Euro 3.8 million for the year ended 31 December 2025 (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 2025 | \u00a0 | Average number 2025 | \u00a0 | Number as of 31 December 2024 | \u00a0 | Average number 2024 |
| Executives | | 56 | | 59 | | 59 | | 56 |
| Middle managers | \u00a0 | 236 | | 230 | | 229 | | 203 |
| White collar | \u00a0 | 1,566 | | 1,582 | | 1,571 | | 1,562 |
| Blue collar | \u00a0 | 331 | | 369 | | 393 | | 322 |
| Foreign employees | | 376 | | 395 | | 415 | | 421 |
| Total | \u00a0 | 2,565 | | 2,635 | | 2,667 | | 2,564 |
The following table provides a breakdown of Group employees by company:| \u00a0 | \u00a0 | Number as of 31 December |
| Company | \u00a0 | 2025 | \u00a0 | 2024 |
| GBO Italy | \u00a0 | 625 | \u00a0 | 579 |
| PWO (1) | | 474 | | 507 |
| Lottomatica Group | \u00a0 | 223 | \u00a0 | 205 |
| Ricreativo B | \u00a0 | 164 | \u00a0 | 210 |
| Gamenet | \u00a0 | 155 | \u00a0 | 159 |
| Jolly Group | \u00a0 | 149 | \u00a0 | 156 |
| Betflag | \u00a0 | 117 | \u00a0 | 105 |
| Lottomatica Videolot Rete | \u00a0 | 115 | \u00a0 | 120 |
| Big Easy | \u00a0 | 111 | \u00a0 | 109 |
| Big Easy Bingo (formerly Battistini Andrea S.r.l.) | \u00a0 | 105 | \u00a0 | 156 |
| Distante | \u00a0 | 83 | \u00a0 | - |
| Gnetwork | \u00a0 | 75 | \u00a0 | 80 |
| Rete Gioco Italia | \u00a0 | 68 | \u00a0 | 73 |
| Giocaonline | \u00a0 | 31 | \u00a0 | 28 |
| Marim | \u00a0 | 22 | \u00a0 | 22 |
| Bakoo | \u00a0 | 13 | \u00a0 | 13 |
| Agesoft | \u00a0 | 12 | \u00a0 | 12 |
| Totos\u00ec | \u00a0 | 11 | \u00a0 | 2 |
| Ares | \u00a0 | 10 | \u00a0 | 10 |
| Ima | \u00a0 | 1 | \u00a0 | 1 |
| Lottomatica Servizi (formerly Lottomatica Payments) | | 1 | | - |
| Planet Entertainment | | - | | 2 |
| Billions (2) | \u00a0 | - | \u00a0 | 56 |
| Lottomatica Digital Solutions (5) | \u00a0 | - | \u00a0 | 15 |
| Dea Bendata (3) | \u00a0 | - | \u00a0 | 5 |
| Sea (4) | \u00a0 | - | \u00a0 | 42 |
| Total | \u00a0 | 2,565 | \u00a0 | 2,667 |
1) Includes employees of all PWO branches, specifically: PWO Serbia branch 365 employees as of 31 December 2025 (385 as of 31 December 2024), PWO Italy branch 98 employees as of 31 December 2025 (92 employees as of 31 December 2024), PWO Malta 10 employees as of 31 December 2025 (29 employees as of 31 December 2024), PWO Austria branch 1 employee as of 31 December 2025 and 2024.
2) Following a business lease transaction, Billions have no employees in 2025.
3) Merged into Big Easy in 2025.
4) Merged into Big Easy Bingo in 2025.
5) Merged into GBO Italy in 2025.
Long-term incentive plan \u2013 Stock Option Plan 2023-2025 On 15 March 2023, the shareholders meeting of the Company approved the \u201cStock Option Plan 2023-2025\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, which 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:
| Number of options | \u00a0 | 2025 | \u00a0 | 2024 |
| As of 1 January | \u00a0 | 5,557,300 | \u00a0 | 2,000,000 |
| Granted during the year | \u00a0 | 6,115,708 | \u00a0 | 3,635,300 |
| Forfeited during the year | \u00a0 | - | \u00a0 | (78,000) |
| Exercised during the year | \u00a0 | - | \u00a0 | - |
| As of 31 December | \u00a0 | 11,673,008 | \u00a0 | 5,557,300 |
| of which vested and exercisable | | - | | - |
The following table shows the details of the assigned Options:
| | \u00a0 | Number of options |
| Grant date | Expiry date | \u00a0 | 2025 | \u00a0 | 2024 |
| 15-jun-23 | 15-jun-28 | \u00a0 | 1,950,000 | \u00a0 | 1,950,000 |
| 14-jun-24 | 14-jun-29 | \u00a0 | 3,607,300 | \u00a0 | 3,607,300 |
| 3-mar-25 | 3-mar-30 | | 6,115,708 | | - |
| | \u00a0 | 11,673,008 | \u00a0 | 5,557,300 |
| Weighted average remaining contractual life of options outstanding at end of year | \u00a0 | 3.66 | \u00a0 | 4.10 |
8.5 Other operating costsThe following table provides a breakdown of \u201cOther operating costs\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2025 | \u00a0 | 2024 |
| Purchase of goods and other purchases | | (11,639) | | (12,659) |
| Taxes and sundry duties | \u00a0 | (7,093) | \u00a0 | (5,550) |
| Entertainment expenses | \u00a0 | (2,910) | \u00a0 | (4,046) |
| Fines, penalties and losses on receivables | \u00a0 | (907) | \u00a0 | (1,232) |
| Other expenses | | (17,541) | | (15,990) |
| Total | \u00a0 | (40,090) | \u00a0 | (39,477) |
The increase of \u201cTaxes and sundry duties\u201d was mainly due to the contribution of the acquired companies during 2024 and the higher expenses incurred for participation in the procedure for the awarding of Online concessions.
The increase of \u201cOther expenses\u201d was mainly due to the higher write-offs compared to the previous year, particularly relating to the write off of the gaming platform previously used by PWO.
8.6 Depreciation, amortization and impairments The following table provides a breakdown of \u201cDepreciation, amortization and impairments\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2025 | \u00a0 | 2024 |
| Amortization of intangible assets | | (185,106) | | (176,104) |
| of which purchase price allocation | \u00a0 | (70,303) | \u00a0 | (73,079) |
| Depreciation of property, plant and equipment | \u00a0 | (52,406) | \u00a0 | (47,146) |
| Depreciation of investment property | \u00a0 | (27) | \u00a0 | (27) |
| Impairments of property, plant and equipment and intangible assets | (165) | | (244) |
| Depreciation of right of use | | (23,565) | | (20,832) |
| Total | \u00a0 | (261,269) | \u00a0 | (244,353) |
Depreciation, amortization and impairments amounted to Euro 261.3 million for the year ended 31 December 2025, an increase of Euro 16.9 million compared to Euro 244.4 million for the year ended 31 December 2024.
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) / releasesThe 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 | 2025 | \u00a0 | 2024 |
| (Provision) / release for impairment of receivables and financial assets | \u00a0 | (25,562) | \u00a0 | (243) |
| (Provision) / release for risks and charges | | 258 | | (785) |
| Total | \u00a0 | (25,304) | \u00a0 | (1,028) |
Provisions are stated net of releases. 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 | 2025 | \u00a0 | 2024 |
| Other interest income | | 3,275 | | 9,038 |
| Total finance income | \u00a0 | 3,275 | \u00a0 | 9,038 |
| Interest expense on May 2025 Notes | | (33,963) | | - |
| Interest expense on May 2024 Notes | \u00a0 | (41,420) | \u00a0 | (26,440) |
| Interest expense on December 2023 Notes | | (7,514) | | (20,317) |
| Interest expense on June 2023 Notes | \u00a0 | (14,761) | \u00a0 | (54,461) |
| Interest expense on 2022 Notes | \u00a0 | - | \u00a0 | (14,124) |
| Amortized cost on May 2025 Notes | | (1,416) | | - |
| Amortized cost on May 2024 Notes | \u00a0 | (1,459) | \u00a0 | (990) |
| Amortized cost on December 2023 Notes | \u00a0 | (12,263) | \u00a0 | (1,513) |
| Amortized cost on June 2023 Notes | \u00a0 | (8,742) | \u00a0 | (17,931) |
| Amortized cost on 2022 Notes | \u00a0 | - | \u00a0 | (7,494) |
| IRS interest expense | \u00a0 | (12,877) | \u00a0 | (22,700) |
| Commission on sureties | \u00a0 | (6,341) | \u00a0 | (10,052) |
| Interest expense on Revolving Credit Facility | \u00a0 | (4,787) | \u00a0 | (5,689) |
| Leasing interest expense | \u00a0 | (4,364) | \u00a0 | (4,296) |
| Other interest expense | | (43,515) | | (29,393) |
| Total finance expenses | \u00a0 | (193,422) | \u00a0 | (215,400) |
| Net finance expenses | \u00a0 | (190,147) | \u00a0 | (206,362) |
\u201cNet finance expenses\u201d amounting to Euro 190.1 million for the year ended 31 December 2025, include non-recurring finance income of Euro 0.4 million (Euro 6.2 million for the year ended 31 December 2024) and non-recurring finance expenses of Euro 53.4 million (Euro 58.6 million for the year ended 31 December 2024). \u201cAmortized cost on December 2023 Notes\u201d and \u201cAmortized cost on June 2023 Notes\u201d included Euro 19.6 million related to the acceleration of the residual unamortized costs on the 2025 Notes Repaid (as defined below), which were fully expensed as a result of their early repayment.
\u201cOther interest expense\u201d mainly included the make-whole relating to the 2025 Notes Repaid (as defined below) for Euro 21.0 million (ii) financial charges related to the closing of the related hedging derivative instruments for Euro 7.1 million and (iii) non-recurring interest expenses of Euro 5.7 million.
\u201cOther interest expense\u201d also includes the effect of the amortized cost relating to the deferred portion of the purchase price consideration for Euro 0.4 million and Euro 5.4 million related to interest expenses arising from the discounting of the liability related to the renewal of concessions.
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 | 2025 | \u00a0 | 2024 |
| Share of loss of equity accounted investments Cristaltec | | (73) | | - |
| Share of loss of equity accounted investments Huge Easy Nerviano | (14) | \u00a0 | - |
| Share of loss of equity accounted investments Huge Easy Terni | (12) | | \u00a0 |
| Share of loss of equity accounted investments Huge Easy San Giuliano | (11) | \u00a0 | - |
| Share of profit of equity accounted investments IMA | | - | | 1,663 |
| Total | \u00a0 | (110) | \u00a0 | 1,663 |
The following table provides a breakdown of \u201cIncome tax expense\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2025 | \u00a0 | 2024 |
| Current taxes | | (114,158) | | (88,788) |
| Deferred taxes Purchase price allocation | \u00a0 | 20,239 | \u00a0 | 21,071 |
| Deferred taxes | | (2,021) | | (9,335) |
| Total | \u00a0 | (95,940) | \u00a0 | (77,052) |
Lottomatica Group S.p.A., as the current Italian parent company and consolidating entity, has elected to apply the Italian domestic tax consolidation regime together with its subsidiaries that meet the requirements for the inclusion in the Group taxation scheme.\u201cCurrent taxes\u201d increased by Euro 25.3 million compared to the previous year, mainly as a result of the increase in profit before tax, even after taking into account the limited tax relevance of dividends eliminated upon consolidation. \u201cDeferred taxes\u201d decreased by Euro 7.2 million, mainly due to the increase in provisions that are temporarily non-deductible.
\"Deferred taxes on purchase price allocation\" decreased by Euro 0.8 million compared to the previous year mainly due to the completion of the useful life of certain assets recognized following the purchase price allocation of previous Group acquisitions. This decrease was partially offset by the full year contribution of the purchase price allocation related to the PWO acquisition.
The following table shows the reconciliation between the theoretical tax charge and the reported tax expense for the period: | Tax rate reconciliation 2025 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| IRES | \u00a0 | Taxable | \u00a0 | Tax |
| Profit before tax | \u00a0 | 275,776 | \u00a0 | |
| Consolidation adjustment (taxable) | \u00a0 | 419,194 | \u00a0 | |
| Aggregate pre-tax result | \u00a0 | 694,970 | \u00a0 | |
| Theoretical income tax charge | \u00a0 | 24% | \u00a0 | 166,793 |
| Increasing differences | \u00a0 | 36,797 | \u00a0 | 8,831 |
| Decreasing differences | \u00a0 | (352,146) | \u00a0 | (84,515) |
| Other | \u00a0 | (3,466) | \u00a0 | (832) |
| Net effect | \u00a0 | (318,815) | \u00a0 | (76,516) |
| Total (A) | \u00a0 | | \u00a0 | 90,277 |
| Adjustments from previous years (B) | \u00a0 | | \u00a0 | (4,384) |
| Italian Regional tax on productive activity (IRAP) (C) | \u00a0 | | \u00a0 | 28,316 |
| Direct tax of foreign entities (D) | | | | 211 |
| Deferred taxes effect (E) | \u00a0 | | \u00a0 | (18,261) |
| Tax effect on consolidation adjustments (F) | \u00a0 | | \u00a0 | (219) |
| Effective income tax charge (A+B+C+D+E+F) | \u00a0 | | \u00a0 | 95,940 |
Tax rate reconciliation 2024 Consolidation adjustment (taxable)
Theoretical income tax charge
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-page202-cflshid_84789-tag79575": {
"value": "The following table provides a breakdown of \u201cCost of services\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2025 | \u00a0 | 2024 |
| Distribution network compensation | \u00a0 | (880,857) | \u00a0 | (828,381) |
| Fee on gaming platform licenses | \u00a0 | (132,480) | \u00a0 | (116,691) |
| Concession Fee | \u00a0 | (63,982) | \u00a0 | (58,445) |
| Bank and insurance expenses | \u00a0 | (58,435) | \u00a0 | (48,974) |
| Marketing and advertising | \u00a0 | (40,258) | \u00a0 | (31,976) |
| Utility costs, postal and logistics costs, security services | \u00a0 | (24,808) | \u00a0 | (24,617) |
| Technical assistance and network management | \u00a0 | (21,025) | \u00a0 | (18,058) |
| Tax, administrative and legal consultancy costs | \u00a0 | (18,698) | \u00a0 | (18,681) |
| Leases and rentals | \u00a0 | (14,313) | \u00a0 | (13,687) |
| Data transmission | \u00a0 | (10,927) | \u00a0 | (8,923) |
| Pay-TV | \u00a0 | (6,961) | \u00a0 | (6,556) |
| Board of Directors remunerations and costs | \u00a0 | (4,749) | \u00a0 | (4,464) |
| Other | | (37,065) | | (34,272) |
| Total | \u00a0 | (1,314,558) | \u00a0 | (1,213,725) |
8.4 Personnel expensesThe following table provides a breakdown of \u201cPersonnel expenses\u201d:
| \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2025 | \u00a0 | 2024 |
| Remuneration | | (106,097) | | (99,881) |
| Social security contributions | \u00a0 | (30,823) | \u00a0 | (26,080) |
| Other personnel costs | | (17,830) | | (9,542) |
| Total | \u00a0 | (154,750) | \u00a0 | (135,503) |
Personnel expenses amounted to Euro 154.7 million for the year ended 31 December 2025, an increase of Euro 19.2 million compared to Euro 135.5 million for the year ended 31 December 2024.
It should be noted that the item does not include capitalized personnel expenses related to the development of internal software, amounting to Euro 20.7 million for the year ended 31 December 2025 (Euro 16.0 million for the year ended 31 December 2024).
The item also includes the charge related to the long-term incentive plan amounting to Euro 3.8 million for the year ended 31 December 2025 (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 2025 | \u00a0 | Average number 2025 | \u00a0 | Number as of 31 December 2024 | \u00a0 | Average number 2024 |
| Executives | | 56 | | 59 | | 59 | | 56 |
| Middle managers | \u00a0 | 236 | | 230 | | 229 | | 203 |
| White collar | \u00a0 | 1,566 | | 1,582 | | 1,571 | | 1,562 |
| Blue collar | \u00a0 | 331 | | 369 | | 393 | | 322 |
| Foreign employees | | 376 | | 395 | | 415 | | 421 |
| Total | \u00a0 | 2,565 | | 2,635 | | 2,667 | | 2,564 |
The following table provides a breakdown of Group employees by company:| \u00a0 | \u00a0 | Number as of 31 December |
| Company | \u00a0 | 2025 | \u00a0 | 2024 |
| GBO Italy | \u00a0 | 625 | \u00a0 | 579 |
| PWO (1) | | 474 | | 507 |
| Lottomatica Group | \u00a0 | 223 | \u00a0 | 205 |
| Ricreativo B | \u00a0 | 164 | \u00a0 | 210 |
| Gamenet | \u00a0 | 155 | \u00a0 | 159 |
| Jolly Group | \u00a0 | 149 | \u00a0 | 156 |
| Betflag | \u00a0 | 117 | \u00a0 | 105 |
| Lottomatica Videolot Rete | \u00a0 | 115 | \u00a0 | 120 |
| Big Easy | \u00a0 | 111 | \u00a0 | 109 |
| Big Easy Bingo (formerly Battistini Andrea S.r.l.) | \u00a0 | 105 | \u00a0 | 156 |
| Distante | \u00a0 | 83 | \u00a0 | - |
| Gnetwork | \u00a0 | 75 | \u00a0 | 80 |
| Rete Gioco Italia | \u00a0 | 68 | \u00a0 | 73 |
| Giocaonline | \u00a0 | 31 | \u00a0 | 28 |
| Marim | \u00a0 | 22 | \u00a0 | 22 |
| Bakoo | \u00a0 | 13 | \u00a0 | 13 |
| Agesoft | \u00a0 | 12 | \u00a0 | 12 |
| Totos\u00ec | \u00a0 | 11 | \u00a0 | 2 |
| Ares | \u00a0 | 10 | \u00a0 | 10 |
| Ima | \u00a0 | 1 | \u00a0 | 1 |
| Lottomatica Servizi (formerly Lottomatica Payments) | | 1 | | - |
| Planet Entertainment | | - | | 2 |
| Billions (2) | \u00a0 | - | \u00a0 | 56 |
| Lottomatica Digital Solutions (5) | \u00a0 | - | \u00a0 | 15 |
| Dea Bendata (3) | \u00a0 | - | \u00a0 | 5 |
| Sea (4) | \u00a0 | - | \u00a0 | 42 |
| Total | \u00a0 | 2,565 | \u00a0 | 2,667 |
1) Includes employees of all PWO branches, specifically: PWO Serbia branch 365 employees as of 31 December 2025 (385 as of 31 December 2024), PWO Italy branch 98 employees as of 31 December 2025 (92 employees as of 31 December 2024), PWO Malta 10 employees as of 31 December 2025 (29 employees as of 31 December 2024), PWO Austria branch 1 employee as of 31 December 2025 and 2024.
2) Following a business lease transaction, Billions have no employees in 2025.
3) Merged into Big Easy in 2025.
4) Merged into Big Easy Bingo in 2025.
5) Merged into GBO Italy in 2025.
",
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},
"v1-page206-cflshid_86894-tag79425": {
"value": "8.5 Other operating costsThe following table provides a breakdown of \u201cOther operating costs\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2025 | \u00a0 | 2024 |
| Purchase of goods and other purchases | | (11,639) | | (12,659) |
| Taxes and sundry duties | \u00a0 | (7,093) | \u00a0 | (5,550) |
| Entertainment expenses | \u00a0 | (2,910) | \u00a0 | (4,046) |
| Fines, penalties and losses on receivables | \u00a0 | (907) | \u00a0 | (1,232) |
| Other expenses | | (17,541) | | (15,990) |
| Total | \u00a0 | (40,090) | \u00a0 | (39,477) |
The increase of \u201cTaxes and sundry duties\u201d was mainly due to the contribution of the acquired companies during 2024 and the higher expenses incurred for participation in the procedure for the awarding of Online concessions.
The increase of \u201cOther expenses\u201d was mainly due to the higher write-offs compared to the previous year, particularly relating to the write off of the gaming platform previously used by PWO.
",
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"v1-page206-cflshid_86894-tag79426": {
"value": "8.6 Depreciation, amortization and impairments The following table provides a breakdown of \u201cDepreciation, amortization and impairments\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2025 | \u00a0 | 2024 |
| Amortization of intangible assets | | (185,106) | | (176,104) |
| of which purchase price allocation | \u00a0 | (70,303) | \u00a0 | (73,079) |
| Depreciation of property, plant and equipment | \u00a0 | (52,406) | \u00a0 | (47,146) |
| Depreciation of investment property | \u00a0 | (27) | \u00a0 | (27) |
| Impairments of property, plant and equipment and intangible assets | (165) | | (244) |
| Depreciation of right of use | | (23,565) | | (20,832) |
| Total | \u00a0 | (261,269) | \u00a0 | (244,353) |
Depreciation, amortization and impairments amounted to Euro 261.3 million for the year ended 31 December 2025, an increase of Euro 16.9 million compared to Euro 244.4 million for the year ended 31 December 2024.
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) / releasesThe 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 | 2025 | \u00a0 | 2024 |
| (Provision) / release for impairment of receivables and financial assets | \u00a0 | (25,562) | \u00a0 | (243) |
| (Provision) / release for risks and charges | | 258 | | (785) |
| Total | \u00a0 | (25,304) | \u00a0 | (1,028) |
Provisions are stated net of releases. 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",
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},
"v1-page207-cflshid_87290-tag79579": {
"value": "8.7 Impairment of receivables and financial assets and other (accruals) / releasesThe 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 | 2025 | \u00a0 | 2024 |
| (Provision) / release for impairment of receivables and financial assets | \u00a0 | (25,562) | \u00a0 | (243) |
| (Provision) / release for risks and charges | | 258 | | (785) |
| Total | \u00a0 | (25,304) | \u00a0 | (1,028) |
Provisions are stated net of releases. 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 2024 | Charges/ releases to the income statement | Charges/ releases to the statement of comprehensive income | As of 31 December 2025 |
| Deferred tax assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Provisions for risks and charges | 1,343 | 3,218 | - | 4,561 |
| Allowance for doubtful receivables | 6,540 | 3,685 | - | 10,225 |
| Tangible and intangible assets | 4,467 | 514 | - | 4,981 |
| Tax losses | 12,998 | (9,929) | - | 3,069 |
| IFRS 16 | 297 | 53 | - | 350 |
| Cash flow hedge reserve | 2,752 | - | (1,648) | 1,104 |
| Other | 1,810 | 125 | - | 1,935 |
| Total deferred tax assets | 30,207 | (2,334) | (1,648) | 26,225 |
| Deferred tax liabilities | | | | |
| Intralot trademark software and right to use | (451) | 314 | - | (137) |
| Business combinations (Purchase price allocation) | (170,577) | 20,239 | - | (150,338) |
| Employee benefit liabilities | (744) | - | (302) | (1,046) |
| Total deferred tax liabilities | (171,772) | 20,553 | (302) | (151,521) |
| Total deferred tax liabilities, net | (141,565) | 18,219 | (1,950) | (125,296) |
| (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) |
| Business combinations (Purchase price allocation) | (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) |
The following table provides a breakdown of \u201cProvisions for risks and charges\u201d:
| (In thousands of Euro) | \u00a0 | Total |
| 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 |
| Provisions/ (Releases) | \u00a0 | 4,115 |
| Utilizations | \u00a0 | (1,857) |
| Other movements | | 32,713 |
| Balance as of 31 December 2025 | \u00a0 | 41,135 |
Provision for risks and charges mainly includes (i) the provisions made by Gamenet and Lottomatica Videolot Rete for non-compliance with the concession-holder network management service level obligations provided for in Annex 2 of the Concession Agreement (Euro 1.2 million as of 31 December 2025); (ii) the \u201cProvision for technological renewals\u201d, which represents periodic provisions made by the Group\u2019s AWP and VLT concession-holders for technological and structural upgrading of the online network and other infrastructures used for gaming-related collection activities (Euro 0.9 million as of 31 December 2025); (iii) the provision related to the ruling of the Italian Council of State for the 2015 Italian Stability Law of Euro 35.0 million (please refer to Note 11.7.5), and for the residual part (iv) the provision for legal disputes, to cover estimated costs relating to disputes, including labor-related disputes, with third parties (Euro 4.0 million as of 31 December 2025).
",
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"period": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
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"v1-page207-cflshid_87290-tag79441": {
"value": "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 | 2025 | \u00a0 | 2024 |
| Other interest income | | 3,275 | | 9,038 |
| Total finance income | \u00a0 | 3,275 | \u00a0 | 9,038 |
| Interest expense on May 2025 Notes | | (33,963) | | - |
| Interest expense on May 2024 Notes | \u00a0 | (41,420) | \u00a0 | (26,440) |
| Interest expense on December 2023 Notes | | (7,514) | | (20,317) |
| Interest expense on June 2023 Notes | \u00a0 | (14,761) | \u00a0 | (54,461) |
| Interest expense on 2022 Notes | \u00a0 | - | \u00a0 | (14,124) |
| Amortized cost on May 2025 Notes | | (1,416) | | - |
| Amortized cost on May 2024 Notes | \u00a0 | (1,459) | \u00a0 | (990) |
| Amortized cost on December 2023 Notes | \u00a0 | (12,263) | \u00a0 | (1,513) |
| Amortized cost on June 2023 Notes | \u00a0 | (8,742) | \u00a0 | (17,931) |
| Amortized cost on 2022 Notes | \u00a0 | - | \u00a0 | (7,494) |
| IRS interest expense | \u00a0 | (12,877) | \u00a0 | (22,700) |
| Commission on sureties | \u00a0 | (6,341) | \u00a0 | (10,052) |
| Interest expense on Revolving Credit Facility | \u00a0 | (4,787) | \u00a0 | (5,689) |
| Leasing interest expense | \u00a0 | (4,364) | \u00a0 | (4,296) |
| Other interest expense | | (43,515) | | (29,393) |
| Total finance expenses | \u00a0 | (193,422) | \u00a0 | (215,400) |
| Net finance expenses | \u00a0 | (190,147) | \u00a0 | (206,362) |
\u201cAmortized cost on December 2023 Notes\u201d and \u201cAmortized cost on June 2023 Notes\u201d included Euro 19.6 million related to the acceleration of the residual unamortized costs on the 2025 Notes Repaid (as defined below), which were fully expensed as a result of their early repayment.
\u201cOther interest expense\u201d mainly included the make-whole relating to the 2025 Notes Repaid (as defined below) for Euro 21.0 million (ii) financial charges related to the closing of the related hedging derivative instruments for Euro 7.1 million and (iii) non-recurring interest expenses of Euro 5.7 million.
\u201cOther interest expense\u201d also includes the effect of the amortized cost relating to the deferred portion of the purchase price consideration for Euro 0.4 million and Euro 5.4 million related to interest expenses arising from the discounting of the liability related to the renewal of concessions.
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 | 2025 | \u00a0 | 2024 |
| Share of loss of equity accounted investments Cristaltec | | (73) | | - |
| Share of loss of equity accounted investments Huge Easy Nerviano | (14) | \u00a0 | - |
| Share of loss of equity accounted investments Huge Easy Terni | (12) | | \u00a0 |
| Share of loss of equity accounted investments Huge Easy San Giuliano | (11) | \u00a0 | - |
| Share of profit of equity accounted investments IMA | | - | | 1,663 |
| Total | \u00a0 | (110) | \u00a0 | 1,663 |
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 | 2025 | \u00a0 | 2024 |
| Other interest income | | 3,275 | | 9,038 |
| Total finance income | \u00a0 | 3,275 | \u00a0 | 9,038 |
| Interest expense on May 2025 Notes | | (33,963) | | - |
| Interest expense on May 2024 Notes | \u00a0 | (41,420) | \u00a0 | (26,440) |
| Interest expense on December 2023 Notes | | (7,514) | | (20,317) |
| Interest expense on June 2023 Notes | \u00a0 | (14,761) | \u00a0 | (54,461) |
| Interest expense on 2022 Notes | \u00a0 | - | \u00a0 | (14,124) |
| Amortized cost on May 2025 Notes | | (1,416) | | - |
| Amortized cost on May 2024 Notes | \u00a0 | (1,459) | \u00a0 | (990) |
| Amortized cost on December 2023 Notes | \u00a0 | (12,263) | \u00a0 | (1,513) |
| Amortized cost on June 2023 Notes | \u00a0 | (8,742) | \u00a0 | (17,931) |
| Amortized cost on 2022 Notes | \u00a0 | - | \u00a0 | (7,494) |
| IRS interest expense | \u00a0 | (12,877) | \u00a0 | (22,700) |
| Commission on sureties | \u00a0 | (6,341) | \u00a0 | (10,052) |
| Interest expense on Revolving Credit Facility | \u00a0 | (4,787) | \u00a0 | (5,689) |
| Leasing interest expense | \u00a0 | (4,364) | \u00a0 | (4,296) |
| Other interest expense | | (43,515) | | (29,393) |
| Total finance expenses | \u00a0 | (193,422) | \u00a0 | (215,400) |
| Net finance expenses | \u00a0 | (190,147) | \u00a0 | (206,362) |
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 | 2025 | \u00a0 | 2024 |
| Other interest income | | 3,275 | | 9,038 |
| Total finance income | \u00a0 | 3,275 | \u00a0 | 9,038 |
| Interest expense on May 2025 Notes | | (33,963) | | - |
| Interest expense on May 2024 Notes | \u00a0 | (41,420) | \u00a0 | (26,440) |
| Interest expense on December 2023 Notes | | (7,514) | | (20,317) |
| Interest expense on June 2023 Notes | \u00a0 | (14,761) | \u00a0 | (54,461) |
| Interest expense on 2022 Notes | \u00a0 | - | \u00a0 | (14,124) |
| Amortized cost on May 2025 Notes | | (1,416) | | - |
| Amortized cost on May 2024 Notes | \u00a0 | (1,459) | \u00a0 | (990) |
| Amortized cost on December 2023 Notes | \u00a0 | (12,263) | \u00a0 | (1,513) |
| Amortized cost on June 2023 Notes | \u00a0 | (8,742) | \u00a0 | (17,931) |
| Amortized cost on 2022 Notes | \u00a0 | - | \u00a0 | (7,494) |
| IRS interest expense | \u00a0 | (12,877) | \u00a0 | (22,700) |
| Commission on sureties | \u00a0 | (6,341) | \u00a0 | (10,052) |
| Interest expense on Revolving Credit Facility | \u00a0 | (4,787) | \u00a0 | (5,689) |
| Leasing interest expense | \u00a0 | (4,364) | \u00a0 | (4,296) |
| Other interest expense | | (43,515) | | (29,393) |
| Total finance expenses | \u00a0 | (193,422) | \u00a0 | (215,400) |
| Net finance expenses | \u00a0 | (190,147) | \u00a0 | (206,362) |
\u201cAmortized cost on December 2023 Notes\u201d and \u201cAmortized cost on June 2023 Notes\u201d included Euro 19.6 million related to the acceleration of the residual unamortized costs on the 2025 Notes Repaid (as defined below), which were fully expensed as a result of their early repayment.
\u201cOther interest expense\u201d mainly included the make-whole relating to the 2025 Notes Repaid (as defined below) for Euro 21.0 million (ii) financial charges related to the closing of the related hedging derivative instruments for Euro 7.1 million and (iii) non-recurring interest expenses of Euro 5.7 million.
\u201cOther interest expense\u201d also includes the effect of the amortized cost relating to the deferred portion of the purchase price consideration for Euro 0.4 million and Euro 5.4 million related to interest expenses arising from the discounting of the liability related to the renewal of concessions.
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 | 2025 | \u00a0 | 2024 |
| Share of loss of equity accounted investments Cristaltec | | (73) | | - |
| Share of loss of equity accounted investments Huge Easy Nerviano | (14) | \u00a0 | - |
| Share of loss of equity accounted investments Huge Easy Terni | (12) | | \u00a0 |
| Share of loss of equity accounted investments Huge Easy San Giuliano | (11) | \u00a0 | - |
| Share of profit of equity accounted investments IMA | | - | | 1,663 |
| Total | \u00a0 | (110) | \u00a0 | 1,663 |
The following table provides a breakdown of \u201cIncome tax expense\u201d:
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2025 | \u00a0 | 2024 |
| Current taxes | | (114,158) | | (88,788) |
| Deferred taxes Purchase price allocation | \u00a0 | 20,239 | \u00a0 | 21,071 |
| Deferred taxes | | (2,021) | | (9,335) |
| Total | \u00a0 | (95,940) | \u00a0 | (77,052) |
\u201cCurrent taxes\u201d increased by Euro 25.3 million compared to the previous year, mainly as a result of the increase in profit before tax, even after taking into account the limited tax relevance of dividends eliminated upon consolidation. \u201cDeferred taxes\u201d decreased by Euro 7.2 million, mainly due to the increase in provisions that are temporarily non-deductible.
\"Deferred taxes on purchase price allocation\" decreased by Euro 0.8 million compared to the previous year mainly due to the completion of the useful life of certain assets recognized following the purchase price allocation of previous Group acquisitions. This decrease was partially offset by the full year contribution of the purchase price allocation related to the PWO acquisition.
The following table shows the reconciliation between the theoretical tax charge and the reported tax expense for the period: | Tax rate reconciliation 2025 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| IRES | \u00a0 | Taxable | \u00a0 | Tax |
| Profit before tax | \u00a0 | 275,776 | \u00a0 | |
| Consolidation adjustment (taxable) | \u00a0 | 419,194 | \u00a0 | |
| Aggregate pre-tax result | \u00a0 | 694,970 | \u00a0 | |
| Theoretical income tax charge | \u00a0 | 24% | \u00a0 | 166,793 |
| Increasing differences | \u00a0 | 36,797 | \u00a0 | 8,831 |
| Decreasing differences | \u00a0 | (352,146) | \u00a0 | (84,515) |
| Other | \u00a0 | (3,466) | \u00a0 | (832) |
| Net effect | \u00a0 | (318,815) | \u00a0 | (76,516) |
| Total (A) | \u00a0 | | \u00a0 | 90,277 |
| Adjustments from previous years (B) | \u00a0 | | \u00a0 | (4,384) |
| Italian Regional tax on productive activity (IRAP) (C) | \u00a0 | | \u00a0 | 28,316 |
| Direct tax of foreign entities (D) | | | | 211 |
| Deferred taxes effect (E) | \u00a0 | | \u00a0 | (18,261) |
| Tax effect on consolidation adjustments (F) | \u00a0 | | \u00a0 | (219) |
| Effective income tax charge (A+B+C+D+E+F) | \u00a0 | | \u00a0 | 95,940 |
Tax rate reconciliation 2024 Consolidation adjustment (taxable)
Theoretical income tax charge
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 years.
| \u00a0 | \u00a0 | For the year ended 31 December |
| \u00a0 | \u00a0 | 2025 | \u00a0 | 2024 |
| Net profit for the year attributable to the owners of the parent (In thousands of Euro) | \u00a0 | 174,295 | \u00a0 | 98,597 |
| Weighted average number of outstanding shares - Base | | 248,849,994 | | 251,630,412 |
| Weighted average number of dilutive potential ordinary shares arising from long-term incentive plan | \u00a0 | 1,431,511 | \u00a0 | 77,982 |
| Weighted average number of outstanding shares - Diluted | \u00a0 | 250,281,505 | \u00a0 | 251,708,394 |
| Earning per share - Base (in Euro) | \u00a0 | 0.70 | \u00a0 | 0.39 |
| Earning per share - Diluted (in Euro) | \u00a0 | 0.70 | \u00a0 | 0.39 |
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, excluding the treasury shares.
The diluted earnings per share is calculated by dividing the Group\u2019s net profit for the year by the weighted average number of ordinary shares outstanding, excluding treasury shares and adjusted for the potentially dilutive effects of options granted under the 2023\u20132025 long-term incentive plan.
During 2025, the Company distributed dividends of Euro 75.5 million (Euro 0.30 per share). For the year ended 31 December 2025, the Board of Directors propose to the Shareholders\u2019 Meeting the payment of a dividend of Euro 0.44 per each ordinary share outstanding as of the ex\u2011dividend date of 18 May 2026 (net of any treasury shares held on the record date of 19 May 2026, pursuant to Article 83\u2011terdecies of the Italian Consolidated Law on Financial Intermediation - TUF).
",
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"v1-page210-cflshid_88899-tag79600": {
"value": "During 2025, the Company distributed dividends of Euro 75.5 million (Euro 0.30 per share). For the year ended 31 December 2025, the Board of Directors propose to the Shareholders\u2019 Meeting the payment of a dividend of Euro 0.44 per each ordinary share outstanding as of the ex\u2011dividend date of 18 May 2026 (net of any treasury shares held on the record date of 19 May 2026, pursuant to Article 83\u2011terdecies of the Italian Consolidated Law on Financial Intermediation - TUF).
",
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"v1-page211-cflshid_89195-tag79601": {
"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) | \u00a0 | Software | Concessions | Trademarks | Assets under development and other intangible | Network Relationship | Total |
| Cost as of 31 December 2023 | \u00a0 | 155,218 | 161,462 | 237,495 | 62,467 | 325,922 | 942,564 |
| Accumulated amortization as of 31 December 2023 | \u00a0 | (106,019) | (110,839) | (40,374) | (33,130) | (75,867) | (366,229) |
| Net book amount as of 31 December 2023 | \u00a0 | 49,199 | 50,623 | 197,121 | 29,337 | 250,055 | 576,335 |
| Additions | \u00a0 | 23,624 | 15,510 | 33 | 33,463 | - | 72,630 |
| Business combination: | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Kristal Palace | \u00a0 | 11 | - | - | 3 | - | 14 |
| PWO | \u00a0 | 11,248 | 1,260 | 30,802 | - | 187,299 | 230,609 |
| Bakoo acquisition | \u00a0 | 414 | - | - | - | - | 414 |
| Sea acquisition | \u00a0 | - | 21 | - | - | - | 21 |
| Business acquisition | \u00a0 | 13 | - | - | - | - | 13 |
| Amortization for the year | \u00a0 | (21,316) | (69,661) | (16,714) | (13,220) | (55,193) | (176,104) |
| of which purchase price allocation | \u00a0 | - | - | - | - | - | \u00a0 |
| Gamenet Group | \u00a0 | (1,249) | - | (4,812) | - | (10,288) | (16,349) |
| IGT business | \u00a0 | - | - | (6,391) | - | (17,703) | (24,094) |
| Goldbet.News | \u00a0 | - | - | - | (128) | - | (128) |
| Giocaonline | \u00a0 | - | - | - | - | (990) | (990) |
| Marim | \u00a0 | - | - | - | - | (391) | (391) |
| Betflag | \u00a0 | - | - | (2,918) | - | (12,170) | (15,088) |
| Ricreativo B | \u00a0 | - | - | (342) | - | (1,162) | (1,504) |
| PWO | \u00a0 | - | - | (2,048) | - | (12,487) | (14,535) |
| Disposal | \u00a0 | 48 | 231 | (2) | (6,420) | - | (6,143) |
| Reclassifications | \u00a0 | 6,840 | 2,303 | (2,302) | (6,677) | - | 164 |
| Cost as of 31 December 2024 | \u00a0 | 174,565 | 180,901 | 266,397 | 78,282 | 513,221 | 1,213,366 |
| Accumulated amortization as of 31 December 2024 | \u00a0 | (104,484) | (180,614) | (57,459) | (41,796) | (131,060) | (515,413) |
| Net book amount as of 31 December 2024 | \u00a0 | 70,081 | 287 | 208,938 | 36,486 | 382,161 | 697,953 |
| Additions | | 31,809 | 182,924 | 1 | 25,491 | - | 240,225 |
| Business combination: | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Distante | \u00a0 | 1 | - | 1 | - | - | 2 |
| Amortization for the year | \u00a0 | (26,252) | (74,613) | (17,830) | (14,954) | (51,457) | (185,106) |
| of which purchase price allocation | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Gamenet group | \u00a0 | (1,249) | - | (4,812) | - | (3,910) | (9,971) |
| IGT business | \u00a0 | - | - | (6,463) | - | (14,142) | (20,605) |
| Giocaonline | \u00a0 | - | - | - | - | (988) | (988) |
| Marim | \u00a0 | - | - | - | - | (390) | (390) |
| Betflag | \u00a0 | - | - | (2,910) | - | (12,137) | (15,047) |
| Ricreativo B | \u00a0 | - | - | (341) | - | (1,159) | (1,500) |
| PWO | \u00a0 | - | - | (3,072) | - | (18,730) | (21,802) |
| Disposal | \u00a0 | (7,383) | - | - | (372) | - | (7,755) |
| Reclassifications | | 9,615 | 109 | 26 | (9,621) | - | 129 |
| Cost as of 31 December 2025 | \u00a0 | 178,029 | 363,934 | 266,425 | 95,805 | 513,221 | 1,417,414 |
| Accumulated amortization as of 31 December 2025 | \u00a0 | (100,158) | (255,227) | (75,289) | (58,775) | (182,517) | (671,966) |
| Net book amount as of 31 December 2025 | \u00a0 | 77,871 | 108,707 | 191,136 | 37,030 | 330,704 | 745,448 |
\u201cSoftware\u201d mainly relates to costs incurred in relation to: the purchase of software licenses required for collection and bets 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 software licenses for collection and bets management activities for Euro 6.2 million, for the upgrade of the ERP system for Euro 13.1 million and application software for Euro 12.1 million. Disposals were mainly related to the write-off of gaming platform previously used by PWO.\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 on \u201cConcessions\u201d mainly related to the two-year extension 2025 - 2026 of the Gaming Franchise concessions held by Gamenet S.p.A. and Lottomatica Videolot Rete S.p.A. and the Sports Franchise concessions held by GBO Italy S.p.A. and PWO as well as to the five concessions relating to the remote collection of public games, with a nine-year duration, held by GBO Italy S.p.A., PWO, Totos\u00ec and Betflag S.p.A..
\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 (Lottomatica).
Additions of \u201cAssets under development and other intangible\u201d mainly relates to software development for Euro 11.5 million, during the period as well as capitalization of NOE and Entry Fees for Euro 13.5 million.
No impairment indicators were identified at the reporting date.
",
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"v1-page211-cflshid_89203-tag79602": {
"value": "The following table provides a breakdown of \u201cIntangible assets\u201d and movements during the periods under review:
| (In thousands of Euro) | \u00a0 | Software | Concessions | Trademarks | Assets under development and other intangible | Network Relationship | Total |
| Cost as of 31 December 2023 | \u00a0 | 155,218 | 161,462 | 237,495 | 62,467 | 325,922 | 942,564 |
| Accumulated amortization as of 31 December 2023 | \u00a0 | (106,019) | (110,839) | (40,374) | (33,130) | (75,867) | (366,229) |
| Net book amount as of 31 December 2023 | \u00a0 | 49,199 | 50,623 | 197,121 | 29,337 | 250,055 | 576,335 |
| Additions | \u00a0 | 23,624 | 15,510 | 33 | 33,463 | - | 72,630 |
| Business combination: | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Kristal Palace | \u00a0 | 11 | - | - | 3 | - | 14 |
| PWO | \u00a0 | 11,248 | 1,260 | 30,802 | - | 187,299 | 230,609 |
| Bakoo acquisition | \u00a0 | 414 | - | - | - | - | 414 |
| Sea acquisition | \u00a0 | - | 21 | - | - | - | 21 |
| Business acquisition | \u00a0 | 13 | - | - | - | - | 13 |
| Amortization for the year | \u00a0 | (21,316) | (69,661) | (16,714) | (13,220) | (55,193) | (176,104) |
| of which purchase price allocation | \u00a0 | - | - | - | - | - | \u00a0 |
| Gamenet Group | \u00a0 | (1,249) | - | (4,812) | - | (10,288) | (16,349) |
| IGT business | \u00a0 | - | - | (6,391) | - | (17,703) | (24,094) |
| Goldbet.News | \u00a0 | - | - | - | (128) | - | (128) |
| Giocaonline | \u00a0 | - | - | - | - | (990) | (990) |
| Marim | \u00a0 | - | - | - | - | (391) | (391) |
| Betflag | \u00a0 | - | - | (2,918) | - | (12,170) | (15,088) |
| Ricreativo B | \u00a0 | - | - | (342) | - | (1,162) | (1,504) |
| PWO | \u00a0 | - | - | (2,048) | - | (12,487) | (14,535) |
| Disposal | \u00a0 | 48 | 231 | (2) | (6,420) | - | (6,143) |
| Reclassifications | \u00a0 | 6,840 | 2,303 | (2,302) | (6,677) | - | 164 |
| Cost as of 31 December 2024 | \u00a0 | 174,565 | 180,901 | 266,397 | 78,282 | 513,221 | 1,213,366 |
| Accumulated amortization as of 31 December 2024 | \u00a0 | (104,484) | (180,614) | (57,459) | (41,796) | (131,060) | (515,413) |
| Net book amount as of 31 December 2024 | \u00a0 | 70,081 | 287 | 208,938 | 36,486 | 382,161 | 697,953 |
| Additions | | 31,809 | 182,924 | 1 | 25,491 | - | 240,225 |
| Business combination: | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Distante | \u00a0 | 1 | - | 1 | - | - | 2 |
| Amortization for the year | \u00a0 | (26,252) | (74,613) | (17,830) | (14,954) | (51,457) | (185,106) |
| of which purchase price allocation | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Gamenet group | \u00a0 | (1,249) | - | (4,812) | - | (3,910) | (9,971) |
| IGT business | \u00a0 | - | - | (6,463) | - | (14,142) | (20,605) |
| Giocaonline | \u00a0 | - | - | - | - | (988) | (988) |
| Marim | \u00a0 | - | - | - | - | (390) | (390) |
| Betflag | \u00a0 | - | - | (2,910) | - | (12,137) | (15,047) |
| Ricreativo B | \u00a0 | - | - | (341) | - | (1,159) | (1,500) |
| PWO | \u00a0 | - | - | (3,072) | - | (18,730) | (21,802) |
| Disposal | \u00a0 | (7,383) | - | - | (372) | - | (7,755) |
| Reclassifications | | 9,615 | 109 | 26 | (9,621) | - | 129 |
| Cost as of 31 December 2025 | \u00a0 | 178,029 | 363,934 | 266,425 | 95,805 | 513,221 | 1,417,414 |
| Accumulated amortization as of 31 December 2025 | \u00a0 | (100,158) | (255,227) | (75,289) | (58,775) | (182,517) | (671,966) |
| Net book amount as of 31 December 2025 | \u00a0 | 77,871 | 108,707 | 191,136 | 37,030 | 330,704 | 745,448 |
\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 on \u201cConcessions\u201d mainly related to the two-year extension 2025 - 2026 of the Gaming Franchise concessions held by Gamenet S.p.A. and Lottomatica Videolot Rete S.p.A. and the Sports Franchise concessions held by GBO Italy S.p.A. and PWO as well as to the five concessions relating to the remote collection of public games, with a nine-year duration, held by GBO Italy S.p.A., PWO, Totos\u00ec and Betflag S.p.A..
\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 (Lottomatica).
Additions of \u201cAssets under development and other intangible\u201d mainly relates to software development for Euro 11.5 million, during the period as well as capitalization of NOE and Entry Fees for Euro 13.5 million.
No impairment indicators were identified at the reporting date.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIntangibleAssetsAndGoodwillExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page212-cflshid_90367-tag79603": {
"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 2023 | \u00a0 | 1,470,778 |
| Acquisitions | \u00a0 | 577,785 |
| Balance as of 31 December 2024 | \u00a0 | 2,048,563 |
| Acquisitions | \u00a0 | 32,292 |
| Balance as of 31 December 2025 | \u00a0 | 2,080,855 |
The increase of \u201cGoodwill\u201d mainly related to the acquisitions during the year. 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 group of CGU:| \u00a0 | \u00a0 | As of 31 December |
| (In thousands of Euro) | \u00a0 | 2025 | \u00a0 | 2024 |
| Online | | 1,229,500 | | 1,229,250 |
| Sports Franchise | \u00a0 | 405,929 | \u00a0 | 405,929 |
| Gaming Franchise | | 445,426 | | 413,384 |
| Total | \u00a0 | 2,080,855 | \u00a0 | 2,048,563 |
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 2026 to 2030 have been derived from the Group\u2019s business plan approved by the Board of Directors on 10 February 2026. 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 2026, 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. Bets 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% (2.0% as of 31 December 2024), 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 8.1% (8.2% as of 31 December 2024), 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 9.1%, 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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page214-cflshid_91316-tag79582": {
"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) | \u00a0 | Gaming Hardware | Other assets | Furniture | Leasehold improvements | Assets under development and payments on account | Total |
| Cost as of 31 December 2023 | \u00a0 | 105,716 | 42,020 | 27,788 | 51,256 | 12,677 | 239,457 |
| Accumulated depreciation as of 31 December 2023 | \u00a0 | (69,489) | (19,340) | (12,443) | (28,951) | - | (130,223) |
| Net book amount as of 31 December 2023 | \u00a0 | 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 | \u00a0 | - |
| Kristal Palace | \u00a0 | - | 456 | 43 | 49 | - | 548 |
| Dea Bendata | \u00a0 | - | 7 | 19 | 6 | - | 32 |
| Galletto Fortunato | \u00a0 | - | 67 | - | - | - | 67 |
| Macao Phygital | \u00a0 | 102 | 2 | - | - | 58 | 162 |
| PWO | \u00a0 | - | 6,585 | 3,204 | 1,350 | - | 11,139 |
| Bakoo Acquisition | \u00a0 | 10 | 5 | 7 | - | - | 22 |
| Rete Gioco Italia Acquisition | \u00a0 | 1,314 | 89 | 4 | 3 | - | 1,410 |
| IMA Acquisition | \u00a0 | - | 1 | - | - | - | 1 |
| Sea Acquisition | \u00a0 | - | 196 | 84 | 157 | - | 437 |
| Business acquisition | \u00a0 | 3,113 | 49 | 81 | - | - | 3,243 |
| Disposals | \u00a0 | (392) | (449) | (412) | 402 | (58) | (909) |
| Depreciation for the year | \u00a0 | (20,539) | (11,679) | (5,451) | (9,477) | - | (47,146) |
| Reclassifications | \u00a0 | 821 | 799 | 224 | 715 | (2,723) | (164) |
| Cost as of 31 December 2024 | \u00a0 | 115,257 | 67,827 | 38,357 | 64,517 | 19,383 | 305,341 |
| Accumulated depreciation as of 31 December 2024 | \u00a0 | (76,825) | (28,350) | (16,907) | (34,799) | - | (156,881) |
| Net book amount as of 31 December 2024 | \u00a0 | 38,432 | 39,477 | 21,450 | 29,718 | 19,383 | 148,460 |
| Additions | | 24,950 | 14,747 | 5,027 | 13,015 | 2,928 | 60,667 |
| Business combination | \u00a0 | | | | | | |
| Distante | \u00a0 | 2,538 | 267 | - | 123 | - | 2,928 |
| Business acquisition | \u00a0 | 2,519 | 110 | 86 | - | - | 2,715 |
| Disposals | \u00a0 | 89 | (293) | (62) | (234) | (1,338) | (1,838) |
| Depreciation for the year | \u00a0 | (24,704) | (12,122) | (4,750) | (10,830) | - | (52,406) |
| Reclassifications | | 9,334 | (113) | (4,654) | 2,056 | (6,752) | (129) |
| Cost as of 31 December 2025 | \u00a0 | 174,978 | 70,022 | 35,247 | 74,121 | 14,236 | 368,604 |
| Accumulated depreciation as of 31 December 2025 | \u00a0 | (121,820) | (27,949) | (18,150) | (40,273) | (15) | (208,207) |
| Net book amount as of 31 December 2025 | \u00a0 | 53,158 | 42,073 | 17,097 | 33,848 | 14,221 | 160,397 |
\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 12.2 million; (ii) hardware equipment and devices in betting shops for Euro 12.6 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 and My Pay devices for Euro 3.2 million, to facilities and equipment in the halls amounting to Euro 2.6 million, the purchase of office equipment and IT security equipment for Euro 7.0 million and to the purchase of new storage systems for Euro 1.3 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": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page215-cflshid_92231-tag79606": {
"value": "The following table provides a breakdown \u201cRight of use\u201d:
| (In thousands of Euro) | Land, Buildings and Offices | Gaming halls | Vehicles | Other | Total |
| 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 |
| PWO | 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 |
| Business Combination | | | | | |
| Distante | - | 220 | 60 | - | 280 |
| Depreciation | (5,505) | (14,254) | (3,765) | (40) | (23,564) |
| Additions | 3,851 | 13,488 | 4,360 | - | 21,699 |
| Disposal | (1,265) | (1,997) | (370) | - | (3,632) |
| Balance as of 31 December 2025 | 12,269 | 49,489 | 7,396 | 27 | 69,181 |
The Group leases office buildings, gaming halls, vehicles and other assets. Lease contracts typically provide for a lease term of 1-6 years but may include the option to renew the lease to maximize flexibility in terms of contract management. Most renewal and withdrawal options may be exercised only by the Group and not by the respective lessor. The contracts do not provide for covenants and leased assets are not used to guarantee borrowing. Right of use assets are amortized on a straight-line basis over the shorter of the estimated useful life of each asset and the lease term.
The increase for the period relates to: (i) the renewal of certain lease agreements; (ii) the increase in rents due to ISTAT increases which led to the recalculation of the value of the assets; and (iii) new lease contracts and the acquisitions of the period.No impairment indicators were identified at the reporting date.
The following table provides a breakdown of \u201cPayables for leasing\u201d:
| (In thousand of Euro) | \u00a0 | Total |
| Balance as of 31 December 2023 | \u00a0 | 75,908 |
| Business Combination | | 7,571 |
| Additions | \u00a0 | 24,895 |
| Disposal | \u00a0 | (6,825) |
| Lease payment | \u00a0 | (24,676) |
| Leasing financial expenses | \u00a0 | 4,296 |
| Balance as of 31 December 2024 | \u00a0 | 81,169 |
| Business Combination | | 280 |
| Additions | \u00a0 | 21,699 |
| Disposal | \u00a0 | (3,701) |
| Lease payment | \u00a0 | (28,132) |
| Leasing financial expenses | \u00a0 | 4,364 |
| Balance as of 31 December 2025 | \u00a0 | 75,679 |
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 | 2025 | \u00a0 | 2024 |
| May 2025 Notes | | 1,088,017 | | - |
| May 2024 Notes | | 891,443 | | 890,096 |
| December 2023 Notes | \u00a0 | - | \u00a0 | 487,737 |
| June 2023 Notes | \u00a0 | - | \u00a0 | 556,258 |
| Accrued interest \u2013 May 2025 Notes | | 8,938 | | - |
| Accrued interest \u2013 May 2024 Notes | \u00a0 | 3,323 | \u00a0 | 3,652 |
| Accrued interest \u2013 December 2023 Notes | \u00a0 | - | \u00a0 | 1,707 |
| Accrued interest \u2013 June 2023 Notes | \u00a0 | - | \u00a0 | 3,355 |
| Payables for leasing | \u00a0 | 75,679 | \u00a0 | 81,169 |
| Put option liability | \u00a0 | 60,372 | \u00a0 | 56,614 |
| Payables for acquisitions | \u00a0 | 25,176 | \u00a0 | 51,129 |
| Interest Rate Swap liabilities | \u00a0 | 6,610 | \u00a0 | 13,147 |
| Bank borrowings | \u00a0 | 2,636 | \u00a0 | 2,561 |
| Other financial payables | | 173,897 | | 1,402 |
| Total | \u00a0 | 2,336,091 | \u00a0 | 2,148,827 |
\u201cCurrent and non-current financial liabilities\u201d included: \u25cfsenior secured notes issued on 29 May 2024 and 13 May 2025 for principal amounts of Euro 900 million and Euro 1,100 million respectively, recognized at amortized cost. Transaction costs incurred for the main part included professional fees related to the senior secured notes issue. It should be noted that during 2025, Lottomatica Group S.p.A. made an early repayment of the December 2023 Notes and the June 2023 Notes (as defined below), plus accrued interest;
\u25cfthe Interest Rate Swap liability, mainly related to the fair value of the derivative contracts of a total notional amount of Euro 400 million to hedge the risk linked to a potential change in the interest rate of the floating rate portion of May 2024 Notes (as defined below). The total fair value was a negative amount of Euro 5.7 million as of 31 December 2025;
\u25cfthe put option liability, recognized at its present value of Euro 60.4 million as of 31 December 2025 (Euro 56.6 million as of 31 December 2024), 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), Distante S.r.l., Rete Gioco Italia and the acquisition of certain businesses. In particular:
othe payable relating to the acquisition of Goldbet (now GBO Italy) for the deferred consideration component amounted to Euro 7.0 million as at 31 December 2025 (Euro 27.6 million as of 31 December 2024), of which Euro 5 million deposited in an escrow account. During 2025, an amount of Euro\u202f20.6\u202fmillion was paid to the sellers;
othe payable related to the deferred price component for the acquisition of Rete Gioco Italia S.r.l. amounted to Euro 2.1 million as of 31 December 2025;
othe payable related to the deferred price component for the acquisition of Distante S.r.l. amounted to Euro 4.3 million as of 31 December 2025;
othe payable related to the business acquisition of Dondolino S.r.l. amounted to Euro 3.5 million as of 31 December 2025;
othe payable relating to the deferred price components of other acquisitions amounted to Euro 8.3 million as of 31 December 2025;
\u25cfpayables relating to the lease liabilities representing the present value of the remaining lease payments as of 31 December 2025, including accrued finance expenses and charges contractually provided for as of such date. For further details, see Note 9.4 above.
\u25cfthe liability for the share buyback, amounting to Euro 173.4 million as of 31 December 2025, included in the item \u201cOther financial payables\u201d.
There are no non-current financial liabilities due over 5 years, other than the May 2025 Notes and the floating rate portion of 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 2025 | \u00a0 | of which current | \u00a0 | As of 31 December 2024 | \u00a0 | of which current |
| Senior secured notes | | 1,979,460 | \u00a0 | - | | 1,934,091 | \u00a0 | - |
| Payables for leasing | \u00a0 | 75,679 | \u00a0 | 24,247 | \u00a0 | 81,169 | \u00a0 | 21,552 |
| Put option liability | \u00a0 | 60,372 | \u00a0 | 32,087 | \u00a0 | 56,614 | \u00a0 | 18,348 |
| Payables for acquisitions | \u00a0 | 25,176 | \u00a0 | 21,389 | \u00a0 | 51,129 | \u00a0 | 46,840 |
| Accrued interest on senior secured notes | \u00a0 | 12,261 | \u00a0 | 12,261 | \u00a0 | 8,714 | \u00a0 | 8,714 |
| Interest Rate Swap liabilities | \u00a0 | 6,610 | \u00a0 | 916 | \u00a0 | 13,147 | \u00a0 | 1,740 |
| Bank borrowings | \u00a0 | 2,636 | \u00a0 | 1,515 | \u00a0 | 2,561 | \u00a0 | 1,795 |
| Other financial payables | | 173,897 | \u00a0 | 173,897 | | 1,402 | \u00a0 | 1,402 |
| Total | \u00a0 | 2,336,091 | \u00a0 | 266,312 | \u00a0 | 2,148,827 | \u00a0 | 100,391 |
The following table provides changes in liabilities arising from financing activities as required by IAS7:
| (In thousands of Euro) | \u00a0 | As of 31 December 2024 | \u00a0 | Cash flow from financing activities | \u00a0 | Non-cash changes | \u00a0 | As of 31 December 2025 |
| Senior secured notes | | 1,934,091 | | 22,298 | | 23,071 | | 1,979,460 |
| Accrued interest on senior secured notes | \u00a0 | 8,714 | \u00a0 | (94,111) | \u00a0 | 97,658 | \u00a0 | 12,261 |
| Payables for acquisitions | \u00a0 | 51,129 | \u00a0 | (75,423) | \u00a0 | 49,470 | \u00a0 | 25,176 |
| Payables for leasing | \u00a0 | 81,169 | \u00a0 | (28,132) | \u00a0 | 22,642 | \u00a0 | 75,679 |
| Put option liability | \u00a0 | 56,614 | \u00a0 | - | \u00a0 | 3,758 | \u00a0 | 60,372 |
| Interest Rate Swap liabilities | \u00a0 | 13,147 | \u00a0 | (17,702) | \u00a0 | 11,165 | \u00a0 | 6,610 |
| Bank borrowings | \u00a0 | 2,561 | \u00a0 | (2,683) | \u00a0 | 2,758 | \u00a0 | 2,636 |
| Other financial payables* | | 1,402 | | (226,417) | | 398,912 | | 173,897 |
| Total | \u00a0 | 2,148,827 | \u00a0 | (422,170) | \u00a0 | 609,434 | \u00a0 | 2,336,091 |
| Reconciliation of cash flow from financing activities: | | | | | | | | |
| Payment for acquisition not included in cash flow from financing activities | | | | 75,423 | | | | |
| Other assets and liabilities not included in financial liabilities | | | | (12,727) | | | | |
| Total | | | | (359,474) | | | | |
* Cash flows relating to other financial liabilities related to the share buyback and to the payment of dividends and make\u2011whole on senior secured notes repaid.
| (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 |
| Senior secured notes | | 1,917,021 | | (21,031) | | 38,101 | | 1,934,091 |
| Accrued interest on senior secured 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 | | (99,806) | | 87,495 | | 1,402 |
| Total | \u00a0 | 2,186,090 | \u00a0 | (360,963) | \u00a0 | 323,700 | \u00a0 | 2,148,827 |
| Reconciliation of cash flow from financing activities: | | | | | | | | |
| Payment for acquisition not included in cash flow from financing activities | | | | 60,852 | | | | |
| Other assets and liabilities not included in financial liabilities | | | | (13,405) | | | | |
| Total | | | | (313,516) | | | | |
* Cash flows relating to other financial liabilities related to the payment of dividends and make\u2011whole on senior secured notes repaid.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfLeasesExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page216-cflshid_92865-tag79429": {
"value": "Investment 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 2023 | \u00a0 | 462 |
| Depreciation | \u00a0 | (27) |
| Balance as of 31 December 2024 | \u00a0 | 435 |
| Depreciation | \u00a0 | (27) |
| Balance as of 31 December 2025 | \u00a0 | 408 |
Merchant accounts and restricted cash
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 | 2025 | \u00a0 | 2024 |
| May 2025 Notes | | 1,088,017 | | - |
| May 2024 Notes | | 891,443 | | 890,096 |
| December 2023 Notes | \u00a0 | - | \u00a0 | 487,737 |
| June 2023 Notes | \u00a0 | - | \u00a0 | 556,258 |
| Accrued interest \u2013 May 2025 Notes | | 8,938 | | - |
| Accrued interest \u2013 May 2024 Notes | \u00a0 | 3,323 | \u00a0 | 3,652 |
| Accrued interest \u2013 December 2023 Notes | \u00a0 | - | \u00a0 | 1,707 |
| Accrued interest \u2013 June 2023 Notes | \u00a0 | - | \u00a0 | 3,355 |
| Payables for leasing | \u00a0 | 75,679 | \u00a0 | 81,169 |
| Put option liability | \u00a0 | 60,372 | \u00a0 | 56,614 |
| Payables for acquisitions | \u00a0 | 25,176 | \u00a0 | 51,129 |
| Interest Rate Swap liabilities | \u00a0 | 6,610 | \u00a0 | 13,147 |
| Bank borrowings | \u00a0 | 2,636 | \u00a0 | 2,561 |
| Other financial payables | | 173,897 | | 1,402 |
| Total | \u00a0 | 2,336,091 | \u00a0 | 2,148,827 |
\u201cCurrent and non-current financial liabilities\u201d included: \u25cfsenior secured notes issued on 29 May 2024 and 13 May 2025 for principal amounts of Euro 900 million and Euro 1,100 million respectively, recognized at amortized cost. Transaction costs incurred for the main part included professional fees related to the senior secured notes issue. It should be noted that during 2025, Lottomatica Group S.p.A. made an early repayment of the December 2023 Notes and the June 2023 Notes (as defined below), plus accrued interest;
\u25cfthe Interest Rate Swap liability, mainly related to the fair value of the derivative contracts of a total notional amount of Euro 400 million to hedge the risk linked to a potential change in the interest rate of the floating rate portion of May 2024 Notes (as defined below). The total fair value was a negative amount of Euro 5.7 million as of 31 December 2025;
\u25cfthe put option liability, recognized at its present value of Euro 60.4 million as of 31 December 2025 (Euro 56.6 million as of 31 December 2024), 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), Distante S.r.l., Rete Gioco Italia and the acquisition of certain businesses. In particular:
othe payable relating to the acquisition of Goldbet (now GBO Italy) for the deferred consideration component amounted to Euro 7.0 million as at 31 December 2025 (Euro 27.6 million as of 31 December 2024), of which Euro 5 million deposited in an escrow account. During 2025, an amount of Euro\u202f20.6\u202fmillion was paid to the sellers;
othe payable related to the deferred price component for the acquisition of Rete Gioco Italia S.r.l. amounted to Euro 2.1 million as of 31 December 2025;
othe payable related to the deferred price component for the acquisition of Distante S.r.l. amounted to Euro 4.3 million as of 31 December 2025;
othe payable related to the business acquisition of Dondolino S.r.l. amounted to Euro 3.5 million as of 31 December 2025;
othe payable relating to the deferred price components of other acquisitions amounted to Euro 8.3 million as of 31 December 2025;
\u25cfpayables relating to the lease liabilities representing the present value of the remaining lease payments as of 31 December 2025, including accrued finance expenses and charges contractually provided for as of such date. For further details, see Note 9.4 above.
\u25cfthe liability for the share buyback, amounting to Euro 173.4 million as of 31 December 2025, included in the item \u201cOther financial payables\u201d.
There are no non-current financial liabilities due over 5 years, other than the May 2025 Notes and the floating rate portion of 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 2025 | \u00a0 | of which current | \u00a0 | As of 31 December 2024 | \u00a0 | of which current |
| Senior secured notes | | 1,979,460 | \u00a0 | - | | 1,934,091 | \u00a0 | - |
| Payables for leasing | \u00a0 | 75,679 | \u00a0 | 24,247 | \u00a0 | 81,169 | \u00a0 | 21,552 |
| Put option liability | \u00a0 | 60,372 | \u00a0 | 32,087 | \u00a0 | 56,614 | \u00a0 | 18,348 |
| Payables for acquisitions | \u00a0 | 25,176 | \u00a0 | 21,389 | \u00a0 | 51,129 | \u00a0 | 46,840 |
| Accrued interest on senior secured notes | \u00a0 | 12,261 | \u00a0 | 12,261 | \u00a0 | 8,714 | \u00a0 | 8,714 |
| Interest Rate Swap liabilities | \u00a0 | 6,610 | \u00a0 | 916 | \u00a0 | 13,147 | \u00a0 | 1,740 |
| Bank borrowings | \u00a0 | 2,636 | \u00a0 | 1,515 | \u00a0 | 2,561 | \u00a0 | 1,795 |
| Other financial payables | | 173,897 | \u00a0 | 173,897 | | 1,402 | \u00a0 | 1,402 |
| Total | \u00a0 | 2,336,091 | \u00a0 | 266,312 | \u00a0 | 2,148,827 | \u00a0 | 100,391 |
The following table provides changes in liabilities arising from financing activities as required by IAS7:
| (In thousands of Euro) | \u00a0 | As of 31 December 2024 | \u00a0 | Cash flow from financing activities | \u00a0 | Non-cash changes | \u00a0 | As of 31 December 2025 |
| Senior secured notes | | 1,934,091 | | 22,298 | | 23,071 | | 1,979,460 |
| Accrued interest on senior secured notes | \u00a0 | 8,714 | \u00a0 | (94,111) | \u00a0 | 97,658 | \u00a0 | 12,261 |
| Payables for acquisitions | \u00a0 | 51,129 | \u00a0 | (75,423) | \u00a0 | 49,470 | \u00a0 | 25,176 |
| Payables for leasing | \u00a0 | 81,169 | \u00a0 | (28,132) | \u00a0 | 22,642 | \u00a0 | 75,679 |
| Put option liability | \u00a0 | 56,614 | \u00a0 | - | \u00a0 | 3,758 | \u00a0 | 60,372 |
| Interest Rate Swap liabilities | \u00a0 | 13,147 | \u00a0 | (17,702) | \u00a0 | 11,165 | \u00a0 | 6,610 |
| Bank borrowings | \u00a0 | 2,561 | \u00a0 | (2,683) | \u00a0 | 2,758 | \u00a0 | 2,636 |
| Other financial payables* | | 1,402 | | (226,417) | | 398,912 | | 173,897 |
| Total | \u00a0 | 2,148,827 | \u00a0 | (422,170) | \u00a0 | 609,434 | \u00a0 | 2,336,091 |
| Reconciliation of cash flow from financing activities: | | | | | | | | |
| Payment for acquisition not included in cash flow from financing activities | | | | 75,423 | | | | |
| Other assets and liabilities not included in financial liabilities | | | | (12,727) | | | | |
| Total | | | | (359,474) | | | | |
* Cash flows relating to other financial liabilities related to the share buyback and to the payment of dividends and make\u2011whole on senior secured notes repaid.
| (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 |
| Senior secured notes | | 1,917,021 | | (21,031) | | 38,101 | | 1,934,091 |
| Accrued interest on senior secured 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 | | (99,806) | | 87,495 | | 1,402 |
| Total | \u00a0 | 2,186,090 | \u00a0 | (360,963) | \u00a0 | 323,700 | \u00a0 | 2,148,827 |
| Reconciliation of cash flow from financing activities: | | | | | | | | |
| Payment for acquisition not included in cash flow from financing activities | | | | 60,852 | | | | |
| Other assets and liabilities not included in financial liabilities | | | | (13,405) | | | | |
| Total | | | | (313,516) | | | | |
* Cash flows relating to other financial liabilities related to the payment of dividends and make\u2011whole on senior secured notes repaid.
",
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"concept": "ifrs-full:DisclosureOfDerivativeFinancialInstrumentsExplanatory",
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"period": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page217-cflshid_93164-tag79430": {
"value": "Merchant accounts and restricted cash
9.7 Equity accounted investments The following table provides a breakdown of \u201cEquity accounted investments\u201d and movements during the periods under review:
| (In thousands of Euro) | \u00a0 | Total |
| Balance as of 31 December 2023 | \u00a0 | 285 |
| Dividend received | \u00a0 | (1,764) |
| Share of profit of equity accounted investments | \u00a0 | 1,663 |
| Other changes | | (184) |
| Balance as of 31 December 2024 | \u00a0 | - |
| Acquisition and subscriptions | \u00a0 | 14,935 |
| Share of loss of equity accounted investments | \u00a0 | (110) |
| Balance as of 31 December 2025 | \u00a0 | 14,825 |
The purchases and subscriptions mainly related to the acquisition of Cristaltec S.p.A. and Sportbet S.r.l., and to the investment in retail initiatives during 2025.No indicators of impairment were identified as of the reporting date.
The table below provides the summary economic and financial data relating to the associates deemed material, based on its financial statement values69:
| \u00a0 | \u00a0 | Cristaltec S.p.A. |
| (In thousands of Euro) | \u00a0 | As of and for the year ended 31 December 2025 |
| Current assets | \u00a0 | 9,789 |
| Non-current assets | \u00a0 | 9,638 |
| Total assets | \u00a0 | 19,427 |
| Current liabilities | \u00a0 | 8,733 |
| Non-current liabilities | \u00a0 | 2,945 |
| Total liabilities | \u00a0 | 11,678 |
| Net assets | \u00a0 | 7,749 |
| - attributable to third parties | \u00a0 | 528 |
| - attributable to the shareholders of the investee | \u00a0 | 7,221 |
| Equity investment held by the Group | \u00a0 | 60.0% |
| Total net assets attributable to the Group | \u00a0 | 4,333 |
| Goodwill and other adjustments of the Group | \u00a0 | 766 |
| Equity accounted investments | \u00a0 | 5,099 |
| Revenues * | \u00a0 | 13,258 |
| Net profit for the year | \u00a0 | (125) |
| - attributable to third parties | \u00a0 | (4) |
| - attributable to the shareholders of the investee | \u00a0 | (121) |
| Share of loss for the year attributable to the Group | \u00a0 | (73) |
*Include revenues generated from transactions with the Group.
On 13 January 2025, Lottomatica Videolot Rete S.p.A. finalized the acquisition of 60% of the share capital of Cristaltec S.p.A., a company involved in the development and distribution of online games, AWP and VLT games. The agreed consideration amounted to Euro 5.0 million, including price adjustments. Cristaltec S.p.A. holds a 51% interest in Luduscristaltec L.d.A..
On 31 March 2025, Lottomatica Videolot Rete S.p.A. converted part of its shares into non-voting shares, reducing its voting rights to 37.4% from the original 60%. Therefore, since control requirements pursuant to IFRS 10 are not met, the investment in Cristaltec S.p.A. is recognized using the equity method, as the Group exercises significant influence over the investee.
69 It should be noted that the financial statement figures of the associates, reported at 100% basis, have been adjusted to reflect the effects arising from the application of the equity method, including adjustments related to differences in accounting principles. The aforementioned figures are derived from the preliminary reporting packages.
Equity accounted investments not individually materialIn addition to the investment mentioned above, the reference values of equity accounted investments which are not individually material are reported below:
| \u00a0 | \u00a0 | As of and for the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2025 |
| Aggregate value of equity accounted investments which are not individually material* | \u00a0 | 9,726 |
| Share of profit/(loss) for the year | \u00a0 | (37) |
* Include the carrying amount of the investment in Sportbet S.r.l., amounted to Euro 2.066 million as of 31 December 2025; the residual amount relates to the investments in companies involved in retail initiatives. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInvestmentsAccountedForUsingEquityMethodExplanatory",
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"v1-page217-cflshid_93159-tag79604": {
"value": "9.7 Equity accounted investments The following table provides a breakdown of \u201cEquity accounted investments\u201d and movements during the periods under review:
| (In thousands of Euro) | \u00a0 | Total |
| Balance as of 31 December 2023 | \u00a0 | 285 |
| Dividend received | \u00a0 | (1,764) |
| Share of profit of equity accounted investments | \u00a0 | 1,663 |
| Other changes | | (184) |
| Balance as of 31 December 2024 | \u00a0 | - |
| Acquisition and subscriptions | \u00a0 | 14,935 |
| Share of loss of equity accounted investments | \u00a0 | (110) |
| Balance as of 31 December 2025 | \u00a0 | 14,825 |
The purchases and subscriptions mainly related to the acquisition of Cristaltec S.p.A. and Sportbet S.r.l., and to the investment in retail initiatives during 2025.No indicators of impairment were identified as of the reporting date.
The table below provides the summary economic and financial data relating to the associates deemed material, based on its financial statement values69:
| \u00a0 | \u00a0 | Cristaltec S.p.A. |
| (In thousands of Euro) | \u00a0 | As of and for the year ended 31 December 2025 |
| Current assets | \u00a0 | 9,789 |
| Non-current assets | \u00a0 | 9,638 |
| Total assets | \u00a0 | 19,427 |
| Current liabilities | \u00a0 | 8,733 |
| Non-current liabilities | \u00a0 | 2,945 |
| Total liabilities | \u00a0 | 11,678 |
| Net assets | \u00a0 | 7,749 |
| - attributable to third parties | \u00a0 | 528 |
| - attributable to the shareholders of the investee | \u00a0 | 7,221 |
| Equity investment held by the Group | \u00a0 | 60.0% |
| Total net assets attributable to the Group | \u00a0 | 4,333 |
| Goodwill and other adjustments of the Group | \u00a0 | 766 |
| Equity accounted investments | \u00a0 | 5,099 |
| Revenues * | \u00a0 | 13,258 |
| Net profit for the year | \u00a0 | (125) |
| - attributable to third parties | \u00a0 | (4) |
| - attributable to the shareholders of the investee | \u00a0 | (121) |
| Share of loss for the year attributable to the Group | \u00a0 | (73) |
*Include revenues generated from transactions with the Group.
On 13 January 2025, Lottomatica Videolot Rete S.p.A. finalized the acquisition of 60% of the share capital of Cristaltec S.p.A., a company involved in the development and distribution of online games, AWP and VLT games. The agreed consideration amounted to Euro 5.0 million, including price adjustments. Cristaltec S.p.A. holds a 51% interest in Luduscristaltec L.d.A..
On 31 March 2025, Lottomatica Videolot Rete S.p.A. converted part of its shares into non-voting shares, reducing its voting rights to 37.4% from the original 60%. Therefore, since control requirements pursuant to IFRS 10 are not met, the investment in Cristaltec S.p.A. is recognized using the equity method, as the Group exercises significant influence over the investee.
69 It should be noted that the financial statement figures of the associates, reported at 100% basis, have been adjusted to reflect the effects arising from the application of the equity method, including adjustments related to differences in accounting principles. The aforementioned figures are derived from the preliminary reporting packages.
Equity accounted investments not individually materialIn addition to the investment mentioned above, the reference values of equity accounted investments which are not individually material are reported below:
| \u00a0 | \u00a0 | As of and for the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2025 |
| Aggregate value of equity accounted investments which are not individually material* | \u00a0 | 9,726 |
| Share of profit/(loss) for the year | \u00a0 | (37) |
* Include the carrying amount of the investment in Sportbet S.r.l., amounted to Euro 2.066 million as of 31 December 2025; the residual amount relates to the investments in companies involved in retail initiatives. | | As of 31 December 2025 |
| (In thousands of Euro) | \u00a0 | \u00a0 | Associates | \u00a0 | Key management personnel | \u00a0 | Total related parties | \u00a0 | Total reported amount | \u00a0 | Related party % of total |
| Property, plant and equipment | \u00a0 | \u00a0 | 1,768 | | - | | 1,768 | | 160,397 | | 1.1% |
| Current trade payables | \u00a0 | \u00a0 | 940 | | - | | 940 | | 131,130 | | 0.7% |
| Current trade receivables | \u00a0 | \u00a0 | 44 | | - | | 44 | | 74,070 | | 0.1% |
| Other current liabilities | \u00a0 | \u00a0 | - | | 3,241 | | 3,241 | | 397,449 | | 0.8% |
| | As of 31 December 2024 |
| (In thousands of Euro) | \u00a0 | \u00a0 | Associates | \u00a0 | Key management personnel | \u00a0 | Total related parties | \u00a0 | Total reported amount | \u00a0 | Related party % of total |
| Other current liabilities | \u00a0 | \u00a0 | - | | 2,441 | | 2,441 | | 327,075 | | 0.7% |
The following table shows Group revenues and expenses due from/to related parties:
| For the year ended 31 December 2025 |
| (In thousands of Euro) | \u00a0 | \u00a0 | Associates | Key management personnel | Total related parties | Total reported amount | % of total |
| Revenues | | | 42 | - | 42 | 2,247,116 | 0.0% |
| Cost of services | | | (2,032) | - | (2,032) | (1,314,558) | 0.2% |
| Personnel expenses | \u00a0 | \u00a0 | - | (9,231) | (9,231) | (154,750) | 6.0% |
| Other income | \u00a0 | \u00a0 | 6 | - | 6 | 14,888 | 0.0% |
| Other operating costs | \u00a0 | \u00a0 | (343) | - | (343) | (40,090) | 0.9% |
| \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 | - | (7,067) | (7,067) | (135,503) | 5.2% |
| Other income | \u00a0 | \u00a0 | 10 | - | 10 | 14,951 | 0.1% |
| Other operating costs | \u00a0 | \u00a0 | (71) | - | (71) | (39,477) | 0.2% |
In 2024, transactions with Associates were related to the commercial relationships between IMA S.r.l. and Marim S.r.l.. It should be noted that in December 2024, the Group acquired control of the company through Marim S.r.l..
In 2025, transactions with Associates are related to the commercial relationships with the associate Cristaltec S.p.A..",
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}
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"v1-page219-cflshid_94001-tag79583": {
"value": "9.8 Inventories
Inventories amounted to Euro 1.6 million as of 31 December 2025 (Euro 1.5 million as of 31 December 2024) and mainly related to inventories of Marim S.r.l. and Ricreativo B S.p.A..
",
"dimensions": {
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"v1-page219-cflshid_94001-tag79584": {
"value": "9.9 Current and non-current trade receivables The following table provides a breakdown of \u201cCurrent and non-current trade receivables\u201d:
| \u00a0 | \u00a0 | As of 31 December |
| (In thousands of Euro) | \u00a0 | 2025 | \u00a0 | 2024 |
| Concessionaire\u2019s receivables from operators/TIR | | 100,457 | | 73,954 |
| Receivables from betting operators | \u00a0 | 20,491 | \u00a0 | 20,648 |
| Receivables from customers | \u00a0 | 6,420 | \u00a0 | 7,253 |
| Other receivables from distribution network | \u00a0 | 4,296 | \u00a0 | 7,187 |
| Receivables guaranteed by formal commitments | \u00a0 | 2,121 | \u00a0 | 2,572 |
| Receivables for penalties and interest on delayed payments | \u00a0 | 348 | \u00a0 | 373 |
| Allowance for doubtful receivables | | (56,892) | | (34,002) |
| Total | \u00a0 | 77,241 | \u00a0 | 77,985 |
\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 2025, Euro 45.7 million relates to Gamenet S.p.A and Euro 54.8 million relates to Lottomatica Videolot Rete S.p.A., (Euro 32.7 million and Euro 41.3 million as of 31 December 2024 respectively).
\u201cReceivables from betting operators\u201d mainly includes the amounts owing to GBO Italy S.p.A and PWO S.p.A. for bets collection activities, net of compensation due to the supply chain.
\u201cOther receivables from distribution network\u201d mainly relates to 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 services.The following table provides a summary of key information relating to other current and non-current trade receivables:
| (In thousands of Euro) | \u00a0 | As of 31 December 2025 | \u00a0 | of which current | \u00a0 | As of 31 December 2024 | \u00a0 | of which current |
| Concessionaire\u2019s receivables from operators/TIR | | 100,457 | \u00a0 | 97,672 | \u00a0 | 73,954 | \u00a0 | 73,774 |
| Receivables from betting operators | \u00a0 | 20,491 | \u00a0 | 20,105 | \u00a0 | 20,648 | \u00a0 | 20,192 |
| Receivables from customers | \u00a0 | 6,420 | \u00a0 | 6,420 | \u00a0 | 7,253 | \u00a0 | 7,253 |
| Other receivables from distribution network | \u00a0 | 4,296 | \u00a0 | 4,296 | \u00a0 | 7,187 | \u00a0 | 7,187 |
| Receivables guaranteed by formal commitments | \u00a0 | 2,121 | \u00a0 | 2,121 | \u00a0 | 2,572 | \u00a0 | 2,572 |
| Receivables for penalties and interest on delayed payments | \u00a0 | 348 | \u00a0 | 348 | \u00a0 | 373 | \u00a0 | 373 |
| Allowance for doubtful receivables | | (56,892) | \u00a0 | (56,892) | \u00a0 | (34,002) | \u00a0 | (34,002) |
| Total | \u00a0 | 77,241 | \u00a0 | 74,070 | | 77,985 | | 77,349 |
The following table shows details of movements in the allowance for doubtful receivables:
| (In thousands of Euro) | \u00a0 | \u00a0 |
| Balance as of 31 December 2023 | \u00a0 | 36,794 |
| Acquisitions | \u00a0 | 3,628 |
| Provisions net of releases | \u00a0 | 243 |
| Utilization | | (5,827) |
| Reclassification | \u00a0 | (836) |
| Balance as of 31 December 2024 | \u00a0 | 34,002 |
| Provisions net of releases | \u00a0 | 25,562 |
| Utilization | | (1,948) |
| Reclassification | \u00a0 | (724) |
| Balance as of 31 December 2025 | \u00a0 | 56,892 |
The movement for the year was mainly due to the provision of Euro 23.8 million relating to trade receivables from the supply chain, recognized in connection with the 2015 Italian Stability Law following the ruling of the Italian Council of State. For further details, please refer to Note 11.7.5.
",
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"v1-page221-cflshid_94857-tag79585": {
"value": "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 2024 | Charges/ releases to the income statement | Charges/ releases to the statement of comprehensive income | As of 31 December 2025 |
| Deferred tax assets | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Provisions for risks and charges | 1,343 | 3,218 | - | 4,561 |
| Allowance for doubtful receivables | 6,540 | 3,685 | - | 10,225 |
| Tangible and intangible assets | 4,467 | 514 | - | 4,981 |
| Tax losses | 12,998 | (9,929) | - | 3,069 |
| IFRS 16 | 297 | 53 | - | 350 |
| Cash flow hedge reserve | 2,752 | - | (1,648) | 1,104 |
| Other | 1,810 | 125 | - | 1,935 |
| Total deferred tax assets | 30,207 | (2,334) | (1,648) | 26,225 |
| Deferred tax liabilities | | | | |
| Intralot trademark software and right to use | (451) | 314 | - | (137) |
| Business combinations (Purchase price allocation) | (170,577) | 20,239 | - | (150,338) |
| Employee benefit liabilities | (744) | - | (302) | (1,046) |
| Total deferred tax liabilities | (171,772) | 20,553 | (302) | (151,521) |
| Total deferred tax liabilities, net | (141,565) | 18,219 | (1,950) | (125,296) |
| (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) |
| Business combinations (Purchase price allocation) | (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) |
Deferred tax assets and deferred tax liabilities are presented on a net basis in the Consolidated Statement of Financial Position, where permitted. Deferred tax assets related to tax losses incurred by Group companies prior to their inclusion in the tax consolidation regime are presented separately as deferred tax assets (Euro 0.8 million as at 31 December 2025).\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 2026 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 33,070 thousand. Deferred tax assets on the aforementioned unrecognized tax losses amounted to Euro 10,160 thousand, of which (i) Euro 74 thousand for Bakoo S.p.A.; (ii) Euro 445 thousand for Ima S.r.l.; (iii) Euro 2,403 thousand for Planet Entertainment S.r.l.; (iv) Euro 7,075 thousand for the Malta branch of PWO; and (v) Euro 163 thousand for Totos\u00ec S.r.l..
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"v1-page222-cflshid_95578-tag79586": {
"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 | 2025 | \u00a0 | 2024 |
| Gaming online accounts | \u00a0 | 55,925 | \u00a0 | 56,458 |
| ADM guarantee deposits | | 50,588 | | 52,087 |
| Accrued income and prepayments | \u00a0 | 34,800 | \u00a0 | 22,940 |
| Gaming halls receivables | \u00a0 | 18,209 | \u00a0 | 16,351 |
| Tax receivables | \u00a0 | 7,384 | \u00a0 | 12,681 |
| Guarantee deposits | \u00a0 | 4,309 | \u00a0 | 13,811 |
| Other receivables | | 3,950 | | 3,566 |
| Total | \u00a0 | 175,165 | \u00a0 | 177,894 |
\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.
\"Accrued income and prepayments \" mainly include the recognition of prepaid expenses on arrangement fees and underwriting fees for the Revolving Credit Facility (as defined below) and prepaid expenses for the costs related to the sureties paid against the concessions\u2019 renewals.
\u201cGaming halls receivables\u201d mainly relates to activities of Retail and Street Operations relating to AWP and VLT betting collection from the network.
The decrease of \u2018Guarantee deposits\u2019 was mainly attributable to PWO\u2019s guarantee deposits, which were collected in January 2025.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 2025 | of which current | As of 31 December 2024 | of which current |
| Gaming online accounts | \u00a0 | 55,925 | 55,925 | 56,458 | 56,458 |
| ADM guarantee deposits | | 50,588 | 50,588 | 52,087 | 52,087 |
| Accrued income and prepayments | \u00a0 | 34,800 | 24,204 | 22,940 | 14,247 |
| Gaming halls receivables | \u00a0 | 18,209 | 18,209 | 16,351 | 16,351 |
| Tax receivables | \u00a0 | 7,384 | 4,307 | 12,681 | 10,340 |
| Guarantee deposits | \u00a0 | 4,309 | 227 | 13,811 | 9,443 |
| Other receivables | | 3,950 | 3,719 | 3,566 | 3,153 |
| Total | \u00a0 | 175,165 | 157,179 | 177,894 | 162,079 |
The following table provides a breakdown of \u201cOther current and non-current assets\u201d:
| \u00a0 | As of 31 December |
| (In thousands of Euro) | \u00a0 | 2025 | \u00a0 | 2024 |
| Gaming online accounts | \u00a0 | 55,925 | \u00a0 | 56,458 |
| ADM guarantee deposits | | 50,588 | | 52,087 |
| Accrued income and prepayments | \u00a0 | 34,800 | \u00a0 | 22,940 |
| Gaming halls receivables | \u00a0 | 18,209 | \u00a0 | 16,351 |
| Tax receivables | \u00a0 | 7,384 | \u00a0 | 12,681 |
| Guarantee deposits | \u00a0 | 4,309 | \u00a0 | 13,811 |
| Other receivables | | 3,950 | | 3,566 |
| Total | \u00a0 | 175,165 | \u00a0 | 177,894 |
\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.
11.7.6 Legislative and regulatory provisions
11.7.6.1 ADIs
11.7.6.1.1 PREU and payout rates \u2013 2025
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 bets placed in each relevant activity, namely, for AWP activities and for VLT activities.
In 2025, the PREU rates for AWP and VLT are 24.0% and 8.6% respectively and were unchanged compared to those applicable in 2024.
In 2025, the minimum payout levels for AWP and VLT are respectively 65.0% and 83.0% of bets and were unchanged compared to those applicable in 2024.
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.
With reference to the concessionaires Gamenet S.p.A. and Lottomatica Videolot Rete S.p.A., all required payments for 2025 have been duly settled.Based on the information available as of the reporting date, management has a reasonable expectation regarding the continuity of the ADI concessions, which are currently subject to an onerous extension until 31 December 2026, and considers it probable that such concessions will continue either through a further extension or through a new tender procedure.
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 2025:
| Concession No. | Company | Announcement | Betting offering | Number of rights 2025 |
| 4098 | GBO Italy S.p.A. | Bersani betting shops | Sports | 421 |
| 4098 | GBO Italy S.p.A. | Bersani betting corner | Sports | 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 | Sports + Horse racing | 358 |
| 72000 | GBO Italy S.p.A. | Tax regularization pursuant to article 1 co. 643 L. 190/2014 | Sports + Horse racing | 993 |
| Concession No. | Company | Announcement | Betting offering | Number of rights 2025 |
| 4538 | Ricreativo B S.p.A. | Monti | Sports + Horse racing | 8 |
| 4869 | Ricreativo B S.p.A. | Giorgetti betting shops | Horse racing | 1 |
| Concession No. | Company | Announcement | Betting offering | Number of rights 2025 |
| 4584 | PWO S.p.A. | Monti | Sports + Horse racing | 1 |
| 72002 | PWO S.p.A. | Tax regularization pursuant to article 1 co. 643 L. 190/2014 | Sports + Horse racing | 1,002 |
11.7.6.2.2 Betting duties (\u201cImposta Unica\u201d)From 1 January 2025, pursuant to the provisions of Budget Law 2025, the following betting duties (\u201cImposta Unica\u201d) apply:
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 bets takes place on a physical network, and 24.5%, if bets takes place remotely, applied to the difference between the amount bets 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 bets 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 bets 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 reference to the concessionaires GBO Italy S.p.A., Ricreativo B S.p.A. and PWO S.p.A., the required payments for 2025 have been duly settled.
Based on the information available as of the reporting date, management has a reasonable expectation regarding the continuity of the Betting concessions, which are currently subject to an onerous extension until 31 December 2026, and considers it probable that such concessions will continue either through a further extension or through a new tender procedure.
With specific reference to the GAD sector, pursuant to Legislative Decree No. 36 of 31 March 2023, ADM announced the open electronic tender 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. On 26 May 2025, four applications were submitted by GBO Italy S.p.A., Betflag S.p.A., PWO S.p.A. and Totos\u00ec S.r.l., for a total of five concessions (GBO Italy S.p.A. no. 2, Betflag S.p.A. no. 1, PWO S.p.A. no. 1, Totos\u00ec S.r.l. no. 1).
Following a specific communication from the evaluation committee, by decision of the Director of Gaming, No. 594211 of 17 September 2025, the concessions for the operation and remote collection of the games referred to in Article 6 of Legislative Decree No. 41 of 25 March 2024 were awarded, and the list of the awarded companies was published on the ADM\u2019s official website. All Group companies were awarded a total of five concessions, in line with the applications submitted and have executed the related concession agreements effective since 13 November 2025.
Pursuant to Article 4.6 of the Administrative Rules, the entities awarded the concession paid a one-off fee of Euro 7 million for each licence requested, consisting of Euro 4 million upon award and Euro 3 million upon effective commencement of the concession-related activities.
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 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.
The concessionaire Big Easy Bingo S.r.l. has filed an appeal with the Regional Administrative Court against the ADM note No. 43702 of 10 January 2025 to contest the new additional amounts requested by ADM. For this reason, pending the aforementioned proceedings, the six-monthly payment of Euro 2,800/month for each concession is being made.
With reference to the gaming hall located in Cesenatico (Italy), no further payments will be required during 2025, based on the ADM authorization, as per note No. 0382152 dated 26 June 2025, allowing the compensation of the total amount of Euro 29,000.00 with the amounts already paid in relation to concession agreement No. 003/TL/17/R, as consideration for the concession fee relating to the months from November 2020 to May 2021.
With the judgments published on 2 December 2025, the Regional Administrative Court of Lazio (TAR Lazio) upheld the appeals previously filed by Big Easy Bingo S.r.l. and SEA S.r.l., both concerning the onerous extension provided for by the 2025 Stability Law (Law No. 207/2024).
TAR Lazio ruled that it was necessary to disapply the aforementioned state law and annulled the ADM extension measures that had implemented it. The Court clarified, however, that this does not entail the termination of the concession and provided for the redefinition of the fee, as well as the payment of compensation to the Italian Tax Authority based on actual revenues, in order to prevent unjust enrichment of the concessionaire.
Consequently, with note No. 794229 of 9 December 2025, ADM established that the fee payable by the concessionaires is provisionally set at Euro 2,800.00 per month for the period from 1 January 2025 to 31 December 2026.ADM further specified that this determination is temporary and provisional, as it replaces the definitive measure for the time necessary for its adoption, without prejudice to the fact that the final mutual accounts between the parties will be governed by the provisions of the definitive measure.
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"value": "\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.
\"Accrued income and prepayments \" mainly include the recognition of prepaid expenses on arrangement fees and underwriting fees for the Revolving Credit Facility (as defined below) and prepaid expenses for the costs related to the sureties paid against the concessions\u2019 renewals.
\u201cGaming halls receivables\u201d mainly relates to activities of Retail and Street Operations relating to AWP and VLT betting collection from the network.
The decrease of \u2018Guarantee deposits\u2019 was mainly attributable to PWO\u2019s guarantee deposits, which were collected in January 2025.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 2025 | of which current | As of 31 December 2024 | of which current |
| Gaming online accounts | \u00a0 | 55,925 | 55,925 | 56,458 | 56,458 |
| ADM guarantee deposits | | 50,588 | 50,588 | 52,087 | 52,087 |
| Accrued income and prepayments | \u00a0 | 34,800 | 24,204 | 22,940 | 14,247 |
| Gaming halls receivables | \u00a0 | 18,209 | 18,209 | 16,351 | 16,351 |
| Tax receivables | \u00a0 | 7,384 | 4,307 | 12,681 | 10,340 |
| Guarantee deposits | \u00a0 | 4,309 | 227 | 13,811 | 9,443 |
| Other receivables | | 3,950 | 3,719 | 3,566 | 3,153 |
| Total | \u00a0 | 175,165 | 157,179 | 177,894 | 162,079 |
9.12 Tax receivables and payables As of 31 December 2025, \u201cTax receivables\u201d, amounting to Euro 0.3 million (Euro 2.2 million as of 31 December 2024), 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 31.1 million as of 31 December 2025 (Euro 23.1 million as of 31 December 2024) were mainly related to amounts due in respect of IRES and IRAP, net of related receivables, by the Group companies included in the tax consolidation.
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"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 | 2025 | \u00a0 | 2024 |
| Bank deposits | | 107,504 | | 130,299 |
| Cash on hand | \u00a0 | 36,394 | \u00a0 | 33,857 |
| Total | \u00a0 | 143,898 | \u00a0 | 164,156 |
\u201cCash on hand\u201d includes cash in the machines (i.e., in the hoppers and change machines) owned and managed by the Group companies involved in \u201cRetail & Street Operation\u201d product division, amounting to Euro 25.8 million as of 31 December 2025 (Euro 18.1 million as of 31 December 2024).
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-page224-cflshid_96538-tag79910": {
"value": "9.14 Shareholders\u2019 equity9.14.1 Share capital
Company's share capital amounted to Euro 10.0 million as of 31 December 2025 and was divided into 251,630,412 ordinary shares without nominal value (unchanged from 31 December 2024).
9.14.2 Reserves and retained earnings
Movement in reserves and retained earnings are presented in the Consolidated Statement of Changes in Equity. The Group\u2019s net equity recorded a decrease of Euro 192.9 million compared to 31 December 2024, mainly due to the net effect arising from:
\u25cfthe profit for the year, amounting to Euro 174.3 million;
\u25cfthe decrease resulting from the share buyback for Euro 298.7 million;
\u25cfthe distribution of dividends amounting to Euro 75.5 million, as resolved by the Company\u2019s shareholders\u2019 meeting held on 30 April 2025;
\u25cfthe change in the share based payment reserve related to long-term incentive plans, amounting to Euro 3.8 million;
\u25cfthe recognition of the put option liability on the non-controlling interests in Distante S.r.l., amounting to Euro 2.9 million;
\u25cfthe change in the cash flow hedge reserve, decreased from a negative balance of Euro 8.7 million as at 31 December 2024 to a negative balance of Euro 3.4 million as at 31 December 2025.
The share premium reserve amounted to Euro 368.4 million as of 31 December 2025 (unchanged compared to 31 December 2024). This reserve was generated by the capital increase carried out at the time of the Company\u2019s listing on 3 May 2023. It should be noted that the share premium reserve is recognised net of placement fees and other costs related to the above mentioned capital increase, as well as of the related tax effect.
Treasury shares
On 6 May 2025, the Company\u2019s Board of Directors resolved to initiate a share buyback program, as authorized by the Shareholders' Meeting held on 30 April 2025. The program is aimed at acquiring shares in order to remunerate the shareholders, meet the commitments deriving from the share-based incentive plans or financing potential acquisition opportunities. For further details please see Note 11.7.14.
As of 31 December 2025, the Company held 13,595,712 treasury shares, equal to 5.403% of the outstanding ordinary shares, for a total amount of Euro 298.7 million (net of the tax effect on the transaction costs incurred), recognised as a reduction in the Group\u2019s equity.
9.14.3 Equity attributable to non-controlling interestsEquity 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 4.9 million mainly due to the result of the year.
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"v1-page224-cflshid_96546-tag79432": {
"value": "9.14.1 Share capital
Company's share capital amounted to Euro 10.0 million as of 31 December 2025 and was divided into 251,630,412 ordinary shares without nominal value (unchanged from 31 December 2024).
",
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"v1-page224-cflshid_96546-tag79590": {
"value": "9.14.2 Reserves and retained earnings
Movement in reserves and retained earnings are presented in the Consolidated Statement of Changes in Equity. The Group\u2019s net equity recorded a decrease of Euro 192.9 million compared to 31 December 2024, mainly due to the net effect arising from:
\u25cfthe profit for the year, amounting to Euro 174.3 million;
\u25cfthe decrease resulting from the share buyback for Euro 298.7 million;
\u25cfthe distribution of dividends amounting to Euro 75.5 million, as resolved by the Company\u2019s shareholders\u2019 meeting held on 30 April 2025;
\u25cfthe change in the share based payment reserve related to long-term incentive plans, amounting to Euro 3.8 million;
\u25cfthe recognition of the put option liability on the non-controlling interests in Distante S.r.l., amounting to Euro 2.9 million;
\u25cfthe change in the cash flow hedge reserve, decreased from a negative balance of Euro 8.7 million as at 31 December 2024 to a negative balance of Euro 3.4 million as at 31 December 2025.
The share premium reserve amounted to Euro 368.4 million as of 31 December 2025 (unchanged compared to 31 December 2024). This reserve was generated by the capital increase carried out at the time of the Company\u2019s listing on 3 May 2023. It should be noted that the share premium reserve is recognised net of placement fees and other costs related to the above mentioned capital increase, as well as of the related tax effect.
Treasury shares
On 6 May 2025, the Company\u2019s Board of Directors resolved to initiate a share buyback program, as authorized by the Shareholders' Meeting held on 30 April 2025. The program is aimed at acquiring shares in order to remunerate the shareholders, meet the commitments deriving from the share-based incentive plans or financing potential acquisition opportunities. For further details please see Note 11.7.14.
As of 31 December 2025, the Company held 13,595,712 treasury shares, equal to 5.403% of the outstanding ordinary shares, for a total amount of Euro 298.7 million (net of the tax effect on the transaction costs incurred), recognised as a reduction in the Group\u2019s equity.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfReservesAndOtherEquityInterestExplanatory",
"language": "en",
"entity": "scheme:549300R72LKEGT4EX026",
"period": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page225-cflshid_96861-tag79911": {
"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 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 |
| Business combination | \u00a0 | 1,135 |
| Service cost | \u00a0 | 3,500 |
| Interest cost | \u00a0 | 937 |
| Transfers In / (Out) | | (608) |
| Advances and benefits paid | \u00a0 | (2,684) |
| Actuarial gains/(losses) | \u00a0 | (1,257) |
| Balance as of 31 December 2025 | \u00a0 | 27,753 |
The following tables detail the main financial and demographic assumptions adopted in the actuarial calculations:
| \u00a0 | \u00a0 | As of 31 December |
| Financial assumptions | \u00a0 | 2025 | 2024 |
| Discount rate | \u00a0 | 3.96% | 3.38% |
| 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 2025, in actuarial assumptions:
| (In thousands of Euro) | \u00a0 | \u00a0 |
| Change in assumption | \u00a0 | Amount |
| Turnover rate +1.00% | \u00a0 | 28,836 |
| Turnover rate -1.00% | \u00a0 | 28,539 |
| Inflation rate +0.25% | \u00a0 | 29,053 |
| Inflation rate -0.25% | \u00a0 | 28,346 |
| Discount rate +0.25% | \u00a0 | 28,247 |
| Discount rate -0.25% | \u00a0 | 29,158 |
The average financial duration of the obligation as of 31 December 2025 was 10.0 years. The following table provides a summary overview of expected plan disbursements: 4,034",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEmployeeBenefitsExplanatory",
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}
},
"v1-page225-cflshid_96861-tag79591": {
"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 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 |
| Business combination | \u00a0 | 1,135 |
| Service cost | \u00a0 | 3,500 |
| Interest cost | \u00a0 | 937 |
| Transfers In / (Out) | | (608) |
| Advances and benefits paid | \u00a0 | (2,684) |
| Actuarial gains/(losses) | \u00a0 | (1,257) |
| Balance as of 31 December 2025 | \u00a0 | 27,753 |
The following tables detail the main financial and demographic assumptions adopted in the actuarial calculations:
| \u00a0 | \u00a0 | As of 31 December |
| Financial assumptions | \u00a0 | 2025 | 2024 |
| Discount rate | \u00a0 | 3.96% | 3.38% |
| 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 2025, in actuarial assumptions:
| (In thousands of Euro) | \u00a0 | \u00a0 |
| Change in assumption | \u00a0 | Amount |
| Turnover rate +1.00% | \u00a0 | 28,836 |
| Turnover rate -1.00% | \u00a0 | 28,539 |
| Inflation rate +0.25% | \u00a0 | 29,053 |
| Inflation rate -0.25% | \u00a0 | 28,346 |
| Discount rate +0.25% | \u00a0 | 28,247 |
| Discount rate -0.25% | \u00a0 | 29,158 |
The average financial duration of the obligation as of 31 December 2025 was 10.0 years. The following table provides a summary overview of expected plan disbursements: The following table provides a breakdown of \u201cProvisions for risks and charges\u201d:
| (In thousands of Euro) | \u00a0 | Total |
| 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 |
| Provisions/ (Releases) | \u00a0 | 4,115 |
| Utilizations | \u00a0 | (1,857) |
| Other movements | | 32,713 |
| Balance as of 31 December 2025 | \u00a0 | 41,135 |
Provision for risks and charges mainly includes (i) the provisions made by Gamenet and Lottomatica Videolot Rete for non-compliance with the concession-holder network management service level obligations provided for in Annex 2 of the Concession Agreement (Euro 1.2 million as of 31 December 2025); (ii) the \u201cProvision for technological renewals\u201d, which represents periodic provisions made by the Group\u2019s AWP and VLT concession-holders for technological and structural upgrading of the online network and other infrastructures used for gaming-related collection activities (Euro 0.9 million as of 31 December 2025); (iii) the provision related to the ruling of the Italian Council of State for the 2015 Italian Stability Law of Euro 35.0 million (please refer to Note 11.7.5), and for the residual part (iv) the provision for legal disputes, to cover estimated costs relating to disputes, including labor-related disputes, with third parties (Euro 4.0 million as of 31 December 2025).
",
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"concept": "ifrs-full:DisclosureOfContingentLiabilitiesExplanatory",
"language": "en",
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"period": "2025-01-01T00:00:00/2026-01-01T00:00:00"
}
},
"v1-page227-cflshid_97550-tag79608": {
"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 | 2025 | \u00a0 | 2024 |
| May 2025 Notes | | 1,088,017 | | - |
| May 2024 Notes | | 891,443 | | 890,096 |
| December 2023 Notes | \u00a0 | - | \u00a0 | 487,737 |
| June 2023 Notes | \u00a0 | - | \u00a0 | 556,258 |
| Accrued interest \u2013 May 2025 Notes | | 8,938 | | - |
| Accrued interest \u2013 May 2024 Notes | \u00a0 | 3,323 | \u00a0 | 3,652 |
| Accrued interest \u2013 December 2023 Notes | \u00a0 | - | \u00a0 | 1,707 |
| Accrued interest \u2013 June 2023 Notes | \u00a0 | - | \u00a0 | 3,355 |
| Payables for leasing | \u00a0 | 75,679 | \u00a0 | 81,169 |
| Put option liability | \u00a0 | 60,372 | \u00a0 | 56,614 |
| Payables for acquisitions | \u00a0 | 25,176 | \u00a0 | 51,129 |
| Interest Rate Swap liabilities | \u00a0 | 6,610 | \u00a0 | 13,147 |
| Bank borrowings | \u00a0 | 2,636 | \u00a0 | 2,561 |
| Other financial payables | | 173,897 | | 1,402 |
| Total | \u00a0 | 2,336,091 | \u00a0 | 2,148,827 |
\u201cCurrent and non-current financial liabilities\u201d included: \u25cfsenior secured notes issued on 29 May 2024 and 13 May 2025 for principal amounts of Euro 900 million and Euro 1,100 million respectively, recognized at amortized cost. Transaction costs incurred for the main part included professional fees related to the senior secured notes issue. It should be noted that during 2025, Lottomatica Group S.p.A. made an early repayment of the December 2023 Notes and the June 2023 Notes (as defined below), plus accrued interest;
\u25cfthe Interest Rate Swap liability, mainly related to the fair value of the derivative contracts of a total notional amount of Euro 400 million to hedge the risk linked to a potential change in the interest rate of the floating rate portion of May 2024 Notes (as defined below). The total fair value was a negative amount of Euro 5.7 million as of 31 December 2025;
\u25cfthe put option liability, recognized at its present value of Euro 60.4 million as of 31 December 2025 (Euro 56.6 million as of 31 December 2024), 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), Distante S.r.l., Rete Gioco Italia and the acquisition of certain businesses. In particular:
othe payable relating to the acquisition of Goldbet (now GBO Italy) for the deferred consideration component amounted to Euro 7.0 million as at 31 December 2025 (Euro 27.6 million as of 31 December 2024), of which Euro 5 million deposited in an escrow account. During 2025, an amount of Euro\u202f20.6\u202fmillion was paid to the sellers;
othe payable related to the deferred price component for the acquisition of Rete Gioco Italia S.r.l. amounted to Euro 2.1 million as of 31 December 2025;
othe payable related to the deferred price component for the acquisition of Distante S.r.l. amounted to Euro 4.3 million as of 31 December 2025;
othe payable related to the business acquisition of Dondolino S.r.l. amounted to Euro 3.5 million as of 31 December 2025;
othe payable relating to the deferred price components of other acquisitions amounted to Euro 8.3 million as of 31 December 2025;
\u25cfpayables relating to the lease liabilities representing the present value of the remaining lease payments as of 31 December 2025, including accrued finance expenses and charges contractually provided for as of such date. For further details, see Note 9.4 above.
\u25cfthe liability for the share buyback, amounting to Euro 173.4 million as of 31 December 2025, included in the item \u201cOther financial payables\u201d.
There are no non-current financial liabilities due over 5 years, other than the May 2025 Notes and the floating rate portion of 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 2025 | \u00a0 | of which current | \u00a0 | As of 31 December 2024 | \u00a0 | of which current |
| Senior secured notes | | 1,979,460 | \u00a0 | - | | 1,934,091 | \u00a0 | - |
| Payables for leasing | \u00a0 | 75,679 | \u00a0 | 24,247 | \u00a0 | 81,169 | \u00a0 | 21,552 |
| Put option liability | \u00a0 | 60,372 | \u00a0 | 32,087 | \u00a0 | 56,614 | \u00a0 | 18,348 |
| Payables for acquisitions | \u00a0 | 25,176 | \u00a0 | 21,389 | \u00a0 | 51,129 | \u00a0 | 46,840 |
| Accrued interest on senior secured notes | \u00a0 | 12,261 | \u00a0 | 12,261 | \u00a0 | 8,714 | \u00a0 | 8,714 |
| Interest Rate Swap liabilities | \u00a0 | 6,610 | \u00a0 | 916 | \u00a0 | 13,147 | \u00a0 | 1,740 |
| Bank borrowings | \u00a0 | 2,636 | \u00a0 | 1,515 | \u00a0 | 2,561 | \u00a0 | 1,795 |
| Other financial payables | | 173,897 | \u00a0 | 173,897 | | 1,402 | \u00a0 | 1,402 |
| Total | \u00a0 | 2,336,091 | \u00a0 | 266,312 | \u00a0 | 2,148,827 | \u00a0 | 100,391 |
The following table provides changes in liabilities arising from financing activities as required by IAS7:
| (In thousands of Euro) | \u00a0 | As of 31 December 2024 | \u00a0 | Cash flow from financing activities | \u00a0 | Non-cash changes | \u00a0 | As of 31 December 2025 |
| Senior secured notes | | 1,934,091 | | 22,298 | | 23,071 | | 1,979,460 |
| Accrued interest on senior secured notes | \u00a0 | 8,714 | \u00a0 | (94,111) | \u00a0 | 97,658 | \u00a0 | 12,261 |
| Payables for acquisitions | \u00a0 | 51,129 | \u00a0 | (75,423) | \u00a0 | 49,470 | \u00a0 | 25,176 |
| Payables for leasing | \u00a0 | 81,169 | \u00a0 | (28,132) | \u00a0 | 22,642 | \u00a0 | 75,679 |
| Put option liability | \u00a0 | 56,614 | \u00a0 | - | \u00a0 | 3,758 | \u00a0 | 60,372 |
| Interest Rate Swap liabilities | \u00a0 | 13,147 | \u00a0 | (17,702) | \u00a0 | 11,165 | \u00a0 | 6,610 |
| Bank borrowings | \u00a0 | 2,561 | \u00a0 | (2,683) | \u00a0 | 2,758 | \u00a0 | 2,636 |
| Other financial payables* | | 1,402 | | (226,417) | | 398,912 | | 173,897 |
| Total | \u00a0 | 2,148,827 | \u00a0 | (422,170) | \u00a0 | 609,434 | \u00a0 | 2,336,091 |
| Reconciliation of cash flow from financing activities: | | | | | | | | |
| Payment for acquisition not included in cash flow from financing activities | | | | 75,423 | | | | |
| Other assets and liabilities not included in financial liabilities | | | | (12,727) | | | | |
| Total | | | | (359,474) | | | | |
* Cash flows relating to other financial liabilities related to the share buyback and to the payment of dividends and make\u2011whole on senior secured notes repaid.
| (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 |
| Senior secured notes | | 1,917,021 | | (21,031) | | 38,101 | | 1,934,091 |
| Accrued interest on senior secured 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 | | (99,806) | | 87,495 | | 1,402 |
| Total | \u00a0 | 2,186,090 | \u00a0 | (360,963) | \u00a0 | 323,700 | \u00a0 | 2,148,827 |
| Reconciliation of cash flow from financing activities: | | | | | | | | |
| Payment for acquisition not included in cash flow from financing activities | | | | 60,852 | | | | |
| Other assets and liabilities not included in financial liabilities | | | | (13,405) | | | | |
| Total | | | | (313,516) | | | | |
* Cash flows relating to other financial liabilities related to the payment of dividends and make\u2011whole on senior secured notes repaid.
",
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"concept": "ifrs-full:DisclosureOfBorrowingsExplanatory",
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}
},
"v1-page227-cflshid_97550-tag79443": {
"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 | 2025 | \u00a0 | 2024 |
| May 2025 Notes | | 1,088,017 | | - |
| May 2024 Notes | | 891,443 | | 890,096 |
| December 2023 Notes | \u00a0 | - | \u00a0 | 487,737 |
| June 2023 Notes | \u00a0 | - | \u00a0 | 556,258 |
| Accrued interest \u2013 May 2025 Notes | | 8,938 | | - |
| Accrued interest \u2013 May 2024 Notes | \u00a0 | 3,323 | \u00a0 | 3,652 |
| Accrued interest \u2013 December 2023 Notes | \u00a0 | - | \u00a0 | 1,707 |
| Accrued interest \u2013 June 2023 Notes | \u00a0 | - | \u00a0 | 3,355 |
| Payables for leasing | \u00a0 | 75,679 | \u00a0 | 81,169 |
| Put option liability | \u00a0 | 60,372 | \u00a0 | 56,614 |
| Payables for acquisitions | \u00a0 | 25,176 | \u00a0 | 51,129 |
| Interest Rate Swap liabilities | \u00a0 | 6,610 | \u00a0 | 13,147 |
| Bank borrowings | \u00a0 | 2,636 | \u00a0 | 2,561 |
| Other financial payables | | 173,897 | | 1,402 |
| Total | \u00a0 | 2,336,091 | \u00a0 | 2,148,827 |
\u201cCurrent and non-current financial liabilities\u201d included: \u25cfsenior secured notes issued on 29 May 2024 and 13 May 2025 for principal amounts of Euro 900 million and Euro 1,100 million respectively, recognized at amortized cost. Transaction costs incurred for the main part included professional fees related to the senior secured notes issue. It should be noted that during 2025, Lottomatica Group S.p.A. made an early repayment of the December 2023 Notes and the June 2023 Notes (as defined below), plus accrued interest;
\u25cfthe Interest Rate Swap liability, mainly related to the fair value of the derivative contracts of a total notional amount of Euro 400 million to hedge the risk linked to a potential change in the interest rate of the floating rate portion of May 2024 Notes (as defined below). The total fair value was a negative amount of Euro 5.7 million as of 31 December 2025;
\u25cfthe put option liability, recognized at its present value of Euro 60.4 million as of 31 December 2025 (Euro 56.6 million as of 31 December 2024), 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), Distante S.r.l., Rete Gioco Italia and the acquisition of certain businesses. In particular:
othe payable relating to the acquisition of Goldbet (now GBO Italy) for the deferred consideration component amounted to Euro 7.0 million as at 31 December 2025 (Euro 27.6 million as of 31 December 2024), of which Euro 5 million deposited in an escrow account. During 2025, an amount of Euro\u202f20.6\u202fmillion was paid to the sellers;
othe payable related to the deferred price component for the acquisition of Rete Gioco Italia S.r.l. amounted to Euro 2.1 million as of 31 December 2025;
othe payable related to the deferred price component for the acquisition of Distante S.r.l. amounted to Euro 4.3 million as of 31 December 2025;
othe payable related to the business acquisition of Dondolino S.r.l. amounted to Euro 3.5 million as of 31 December 2025;
othe payable relating to the deferred price components of other acquisitions amounted to Euro 8.3 million as of 31 December 2025;
\u25cfpayables relating to the lease liabilities representing the present value of the remaining lease payments as of 31 December 2025, including accrued finance expenses and charges contractually provided for as of such date. For further details, see Note 9.4 above.
\u25cfthe liability for the share buyback, amounting to Euro 173.4 million as of 31 December 2025, included in the item \u201cOther financial payables\u201d.
There are no non-current financial liabilities due over 5 years, other than the May 2025 Notes and the floating rate portion of 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 2025 | \u00a0 | of which current | \u00a0 | As of 31 December 2024 | \u00a0 | of which current |
| Senior secured notes | | 1,979,460 | \u00a0 | - | | 1,934,091 | \u00a0 | - |
| Payables for leasing | \u00a0 | 75,679 | \u00a0 | 24,247 | \u00a0 | 81,169 | \u00a0 | 21,552 |
| Put option liability | \u00a0 | 60,372 | \u00a0 | 32,087 | \u00a0 | 56,614 | \u00a0 | 18,348 |
| Payables for acquisitions | \u00a0 | 25,176 | \u00a0 | 21,389 | \u00a0 | 51,129 | \u00a0 | 46,840 |
| Accrued interest on senior secured notes | \u00a0 | 12,261 | \u00a0 | 12,261 | \u00a0 | 8,714 | \u00a0 | 8,714 |
| Interest Rate Swap liabilities | \u00a0 | 6,610 | \u00a0 | 916 | \u00a0 | 13,147 | \u00a0 | 1,740 |
| Bank borrowings | \u00a0 | 2,636 | \u00a0 | 1,515 | \u00a0 | 2,561 | \u00a0 | 1,795 |
| Other financial payables | | 173,897 | \u00a0 | 173,897 | | 1,402 | \u00a0 | 1,402 |
| Total | \u00a0 | 2,336,091 | \u00a0 | 266,312 | \u00a0 | 2,148,827 | \u00a0 | 100,391 |
The following table provides changes in liabilities arising from financing activities as required by IAS7:
| (In thousands of Euro) | \u00a0 | As of 31 December 2024 | \u00a0 | Cash flow from financing activities | \u00a0 | Non-cash changes | \u00a0 | As of 31 December 2025 |
| Senior secured notes | | 1,934,091 | | 22,298 | | 23,071 | | 1,979,460 |
| Accrued interest on senior secured notes | \u00a0 | 8,714 | \u00a0 | (94,111) | \u00a0 | 97,658 | \u00a0 | 12,261 |
| Payables for acquisitions | \u00a0 | 51,129 | \u00a0 | (75,423) | \u00a0 | 49,470 | \u00a0 | 25,176 |
| Payables for leasing | \u00a0 | 81,169 | \u00a0 | (28,132) | \u00a0 | 22,642 | \u00a0 | 75,679 |
| Put option liability | \u00a0 | 56,614 | \u00a0 | - | \u00a0 | 3,758 | \u00a0 | 60,372 |
| Interest Rate Swap liabilities | \u00a0 | 13,147 | \u00a0 | (17,702) | \u00a0 | 11,165 | \u00a0 | 6,610 |
| Bank borrowings | \u00a0 | 2,561 | \u00a0 | (2,683) | \u00a0 | 2,758 | \u00a0 | 2,636 |
| Other financial payables* | | 1,402 | | (226,417) | | 398,912 | | 173,897 |
| Total | \u00a0 | 2,148,827 | \u00a0 | (422,170) | \u00a0 | 609,434 | \u00a0 | 2,336,091 |
| Reconciliation of cash flow from financing activities: | | | | | | | | |
| Payment for acquisition not included in cash flow from financing activities | | | | 75,423 | | | | |
| Other assets and liabilities not included in financial liabilities | | | | (12,727) | | | | |
| Total | | | | (359,474) | | | | |
* Cash flows relating to other financial liabilities related to the share buyback and to the payment of dividends and make\u2011whole on senior secured notes repaid.
| (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 |
| Senior secured notes | | 1,917,021 | | (21,031) | | 38,101 | | 1,934,091 |
| Accrued interest on senior secured 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 | | (99,806) | | 87,495 | | 1,402 |
| Total | \u00a0 | 2,186,090 | \u00a0 | (360,963) | \u00a0 | 323,700 | \u00a0 | 2,148,827 |
| Reconciliation of cash flow from financing activities: | | | | | | | | |
| Payment for acquisition not included in cash flow from financing activities | | | | 60,852 | | | | |
| Other assets and liabilities not included in financial liabilities | | | | (13,405) | | | | |
| Total | | | | (313,516) | | | | |
* Cash flows relating to other financial liabilities related to the payment of dividends and make\u2011whole on senior secured notes repaid.
9.16.1 May 2025 Notes
On 13 May 2025, Lottomatica Group S.p.A. (the \u201cIssuer\u201d) issued senior secured notes for a principal amount of Euro 1,100 million (the \u201cMay 2025 Notes\u201d), bearing interest at a fixed annual rate of 4.875%, to be paid semiannually, commencing on 1 November 2025 and maturing in January 2031. The May 2025 Notes has been admitted to listing on the Euro MTF market, organized and managed by the Luxembourg Stock Exchange, and on the Euronext Access Milan Professional Segment (formerly known as ExtraMOT Pro) of Borsa Italiana S.p.A.
Collateral posted as security in relation to the May 2025 Notes included liens on the following: (i) material bank accounts of the Issuer, (ii) receivables in respect of certain intercompany loans owed to the Issuer, (iii) the entire share capital of GGM S.p.A. (now Lottomatica Gaming S.p.A.) held by the Issuer, and (v) the entire share capital of GBO S.p.A. held by the Issuer. Ratings as of the issue date of were as follows: BB (S&P) and Ba2 (Moody\u2019s).
Proceeds from the May 2025 Notes were used to finance (i) the early repayment of the senior secured notes issued on 14 December 2023 (\u201cDecember 2023 Notes\u201d) and the senior secured notes issued on 1 June 2023 (the \"June 2023 Notes\" and together with the December 2023 Notes, the \"2025 Notes Repaid\"), in addition to accrued and unpaid interest; and (ii) the make-whole payment due to early repayment of the June 2023 Notes.
The May 2025 Notes (or a portion thereof) can be reimbursed in advance, in accordance with the contractual provisions.
9.16.2 May 2024 NotesOn 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 S.p.A..
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. (now Lottomatica Gaming 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 May 2024 Notes 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 and the floating rate portion of the senior secured notes issued on 1 June 2023 for a principal amount of Euro 550 million, 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, in accordance with the contractual provisions.
9.16.3 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; the revolving credit facility was subsequently increased to Euro 400 million.
On 23 April 2025, the Company entered into an amendment and restatement agreement of the revolving credit facility, which provides for: (i) the extension of the maturity date to three months prior to the due date of any senior secured notes issued by the Company, (ii) a reduction in the interest rate applied, and (iii) an increase in the available amount by an additional Euro 47.25 million, bringing the total amount of the revolving credit facility to Euro 447.25 million (the \u201cRevolving Credit Facility\u201d).
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 indicated below:| Consolidated Senior Secured Debt Ratio* | Annual spread (%) |
| > 2.3:1 | 2.5 |
| \u2264 2.3:1 e > 1.8:1 | 2.25 |
| \u2264 1.8:1 e > 1.3:1 | 2.0 |
| \u2264 1.3:1 e > 0.8:1 | 1.75 |
| \u2264 0.8:1 | 1.5 |
* 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 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. As of 31 December 2025, the Test Condition is not met as the revolving credit facility was not utilized; the applicable spread in the event of utilizing the Revolving Credit Facility is 2.25%.
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. (now Lottomatica Gaming 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. (now Lottomatica Gaming 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. (now Lottomatica Gaming 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:
| Covenants | Description* | Contractual value |
| Fixed Charge Coverage Ratio | EBITDA** / Fixed Charge** | >= to 2.0 |
| Or | | |
| Consolidated Total Debt Ratio | Total 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 senior secured notes issued. Right to distribute dividends The terms and conditions of the Revolving Credit Facility and the senior secured 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, the corporate rating assigned to Lottomatica Group S.p.A. by Standard & Poor\u2019s was BB (upgraded on 21 March 2025, from BB-), while the rating assigned by Moody\u2019s was Ba2 (upgraded on 23 April 2025, from Ba3).
The contracts relating to the senior secured notes outstanding as of 31 December 2025 provided that certain of the aforementioned restrictions and covenants no longer apply if the senior secured 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 2025 compared with the situation as of 31 December 2024 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 | 2025 | \u00a0 | 2024 |
| A. Cash | | 143,898 | | 164,156 |
| B. Cash equivalent | \u00a0 | - | \u00a0 | - |
| C. Other current financial assets | | 31,570 | | 30,396 |
| D. Liquidity (A+B+C) | \u00a0 | 175,468 | \u00a0 | 194,552 |
| E. Current financial debt | | 174,813 | | 3,155 |
| F. Current portion of non-current financial debt | \u00a0 | 91,499 | \u00a0 | 97,236 |
| G. Current Financial Indebtedness (E+F) | \u00a0 | 266,312 | \u00a0 | 100,391 |
| H. Net Current Financial Indebtedness (G-D) | \u00a0 | 90,844 | \u00a0 | (94,161) |
| I. Non-current financial debt | | 90,319 | | 114,345 |
| J. Debt instruments | \u00a0 | 1,979,460 | \u00a0 | 1,934,091 |
| K. Non-current trade and other payables | | - | | - |
| L. Non-Current Financial Indebtedness (I+J+K) | \u00a0 | 2,069,779 | \u00a0 | 2,048,436 |
| M. Net Financial Indebtedness - ESMA (H+L) | \u00a0 | 2,160,623 | \u00a0 | 1,954,275 |
For a description on the Group\u2019s net financial indebtedness, please refer to the Director\u2019s Report.
Derivative financial instrument and hedge accounting
In order to hedge the risk to possible changes in interest rates on the floating rate portion of the May 2024 Notes, the Company entered into two derivative contracts with UniCredit S.p.A. and Deutsche Bank AG, each for a notional amount of Euro 200 million. These derivative contracts (which are not traded on any official market) hedge the Group from the risk linked to a potential increase in interest rates by exchanging the three-month EURIBOR interest rate with a contractually determined fixed interest rate of (i) 2.754% with quarterly settlement and a termination date of 1 June 2028 for the Unicredit S.p.A. derivative contract and (ii) 2.742% with quarterly settlement and a termination date of 1 June 2028 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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"value": "Collateral posted as security in relation to the May 2025 Notes included liens on the following: (i) material bank accounts of the Issuer, (ii) receivables in respect of certain intercompany loans owed to the Issuer, (iii) the entire share capital of GGM S.p.A. (now Lottomatica Gaming S.p.A.) held by the Issuer, and (v) the entire share capital of GBO S.p.A. held by the Issuer. Ratings as of the issue date of were as follows: BB (S&P) and Ba2 (Moody\u2019s).
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. (now Lottomatica Gaming 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 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. (now Lottomatica Gaming 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. (now Lottomatica Gaming 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. (now Lottomatica Gaming S.p.A.).
",
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"v1-page234-cflshid_101268-tag79593": {
"value": "9.18 Other current and non-current liabilities The following table provides a breakdown of \u201cOther current and non-current liabilities\u201d:
Payables to tax authorities for PREU
Players\u2019 online accounts
Other payables to tax authorities
Payables to distribution network for guarantees
Payables to other concessionaires for bets/wagers collection
Payables to social security institutions
Provision for Jackpot and VLT tickets to be validated
\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 29.0 million as of 31 December 2025 for GBO Italy S.p.A. (Euro 23.8 million as of 31 December 2024), Euro 16.1 million as of 31 December 2025 for Betflag (Euro 18.7 million as of 31 December 2024), Euro 1.0 million as of 31 December 2025 for Totos\u00ec (Euro 0.5 million as of 31 December 2024) and Euro 13.0 million as of 31 December 2025 for PWO (Euro 13.4 million as of 31 December 2024).
As of 31 December 2025 and 2024, \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 decrease was mainly due to payments to Italian tax authorities following the application for facilitated adhesion to the pending dispute filed in 2023 on tax notices related to betting duties (Imposta Unica) of PWO.
\u201cPublic gaming taxes\u201d as of 31 December 2025 included the gaming tax balance owing in respect of December 2025, which was paid on 31 January 2026.
\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 2025, which was paid in January 2026.
\u201cProvision 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. The decrease was due to the payment of winnings recorded during the year.
\"Other payables\" mainly included Euro 75.8 million as of 31 December 2025 related to payables for the extension of concessions, of which Euro 32.8 million for the Sports Franchise concessions of GBO Italy S.p.A. and PWO, and Euro 43.0 million for the Gaming Franchise concessions of Gamenet S.p.A. and Lottomatica Videolot Rete S.p.A.. This liability was recognized at amortized cost, calculated using an interest rate of 4.875% (equal to the interest rate applied to the May 2025 Notes).
It also includes payables relating to sports bets, amounting to Euro 6.7 million as of 31 December 2025 (Euro 4.1 million as of 31 December 2024). The item also included payables related to jackpots of casino games, poker and bingo totaling Euro 4.4 million.
The following table provides a summary of key information relating to other liabilities:Payables to tax authorities for PREU
Players\u2019 online accounts
Other payables to tax authorities
Payables to distribution network for guarantees
Payables to other concessionaires for bets/wagers collection
Payables to social security institutions
Provision for Jackpot and VLT tickets to be validated
Payables to tax authorities for PREU
Players\u2019 online accounts
Other payables to tax authorities
Payables to distribution network for guarantees
Payables to other concessionaires for bets/wagers collection
Payables to social security institutions
Provision for Jackpot and VLT tickets to be validated
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 | 2025 | \u00a0 | 2024 |
| Invoices to be received | | 65,718 | | 65,582 |
| Trade payables | \u00a0 | 37,512 | \u00a0 | 33,876 |
| Payables to operators | | 23,754 | | 28,972 |
| Payables relating to remuneration in respect of collection activities - VLT | \u00a0 | 2,368 | \u00a0 | 2,659 |
| Payables relating to remuneration in respect of collection activities - AWP | \u00a0 | 1,778 | \u00a0 | 2,613 |
| Total | \u00a0 | 131,130 | \u00a0 | 133,702 |
\u201cPayables relating to remuneration in respect of collection activities\u201d mainly comprised payables due to the relevant parties in the supply chain.
\u201cPayables to operators\u201d mainly relate to contractual performance-related amounts due to network operators of GBO Italy S.p.A..
",
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"v1-page237-cflshid_102761-tag79434": {
"value": "10. Transactions with related partiesTransactions 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:
\u25cfIMA S.r.l. (only in 2024), and Cristaltec S.p.A. (\u201cAssociates\u201d);
\u25cfKey Management Personnel (for further details, please refer to the paragraph below).
The following table shows Group receivables and payables due from/to related parties:
| | As of 31 December 2025 |
| (In thousands of Euro) | \u00a0 | \u00a0 | Associates | \u00a0 | Key management personnel | \u00a0 | Total related parties | \u00a0 | Total reported amount | \u00a0 | Related party % of total |
| Property, plant and equipment | \u00a0 | \u00a0 | 1,768 | | - | | 1,768 | | 160,397 | | 1.1% |
| Current trade payables | \u00a0 | \u00a0 | 940 | | - | | 940 | | 131,130 | | 0.7% |
| Current trade receivables | \u00a0 | \u00a0 | 44 | | - | | 44 | | 74,070 | | 0.1% |
| Other current liabilities | \u00a0 | \u00a0 | - | | 3,241 | | 3,241 | | 397,449 | | 0.8% |
| | As of 31 December 2024 |
| (In thousands of Euro) | \u00a0 | \u00a0 | Associates | \u00a0 | Key management personnel | \u00a0 | Total related parties | \u00a0 | Total reported amount | \u00a0 | Related party % of total |
| Other current liabilities | \u00a0 | \u00a0 | - | | 2,441 | | 2,441 | | 327,075 | | 0.7% |
The following table shows Group revenues and expenses due from/to related parties:
| For the year ended 31 December 2025 |
| (In thousands of Euro) | \u00a0 | \u00a0 | Associates | Key management personnel | Total related parties | Total reported amount | % of total |
| Revenues | | | 42 | - | 42 | 2,247,116 | 0.0% |
| Cost of services | | | (2,032) | - | (2,032) | (1,314,558) | 0.2% |
| Personnel expenses | \u00a0 | \u00a0 | - | (9,231) | (9,231) | (154,750) | 6.0% |
| Other income | \u00a0 | \u00a0 | 6 | - | 6 | 14,888 | 0.0% |
| Other operating costs | \u00a0 | \u00a0 | (343) | - | (343) | (40,090) | 0.9% |
| \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 | - | (7,067) | (7,067) | (135,503) | 5.2% |
| Other income | \u00a0 | \u00a0 | 10 | - | 10 | 14,951 | 0.1% |
| Other operating costs | \u00a0 | \u00a0 | (71) | - | (71) | (39,477) | 0.2% |
In 2024, transactions with Associates were related to the commercial relationships between IMA S.r.l. and Marim S.r.l.. It should be noted that in December 2024, the Group acquired control of the company through Marim S.r.l..
In 2025, transactions with Associates are related to the commercial relationships with the associate Cristaltec S.p.A..",
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"v1-page237-cflshid_102771-tag79435": {
"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. ",
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"v1-page238-cflshid_103561-tag79436": {
"value": "11.1 Commitments, guarantees and contingent liabilities 11.1.1 Guarantees granted in favor of third parties
As of 31 December 2025, the Group had granted concession related guarantees in favor of the ADM amounting to Euro 443.6 million. For details regarding guarantees relating to the senior secured notes, see Note 9.16 above.
11.1.2 Commitments and contingent liabilities
Other than as reported in Note 11.7, with regard to commitments and contingent liabilities, we are not aware of the existence of further disputes or proceedings that could have a material effect on the Group\u2019s economic and financial position.
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"v1-page238-cflshid_103561-tag79447": {
"value": "11.2 Compensation due to directors and statutory auditors The compensation due to directors and statutory auditors amounted to Euro 4,349 thousand for the year ended 31 December 2025 (Euro 4,139 thousand for the year ended 31 December 2024).
The following table provides a breakdown of the remuneration attributable to the Group\u2019s key management personnel for the years ended 31 December 2025 and 2024.
| \u00a0 | \u00a0 | For the year ended 31 December |
| (In thousands of Euro) | \u00a0 | 2025 | \u00a0 | 2024 |
| Remuneration | \u00a0 | 4,625 | \u00a0 | 4,008 |
| Bonus una tantum | | 1,852 | \u00a0 | 1,482 |
| Social security contributions | \u00a0 | 548 | \u00a0 | 609 |
| Severance indemnity | | 323 | \u00a0 | 281 |
| Share based payment | | 1,883 | | 687 |
| Total | \u00a0 | 9,231 | | 7,067 |
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 2025. | (In thousands of Euro) | \u00a0 | \u00a0 | \u00a0 | \u00a0 |
| Service | \u00a0 | Service performed on behalf of | \u00a0 | Subject who provided the service | \u00a0 | 2025 Fees |
| Audit of financial statement | \u00a0 | Parent company | \u00a0 | PwC S.p.A. | \u00a0 | 718 |
| Other services* | \u00a0 | Parent company | \u00a0 | PwC S.p.A. | \u00a0 | 919 |
| Audit of financial statement | \u00a0 | Subsidiaries | \u00a0 | PwC S.p.A. | \u00a0 | 1,451 |
| Other services** | \u00a0 | Subsidiaries | \u00a0 | PwC Network | \u00a0 | 482 |
| Total | \u00a0 | \u00a0 | \u00a0 | \u00a0 | \u00a0 | 3,570 |
* The item mainly includes costs related to the activities for the Group's refinancing operations and the review of the consolidated sustainability statement.
** The item mainly includes costs related to due diligence / integration activities for potential or recent acquisitions.
",
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"v1-page239-cflshid_103829-tag79448": {
"value": "11.4 Significant non-recurring events and transactions As 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: | (In millions of Euro) | For the year ended 31 December 2025 | Profit before tax | Financial Position |
| 2025 Refinancing | | | |
| Underwriting fees and consultants / advisors | (13.4) | | \u2713 |
| Make-whole on 2025 Notes Repaid | (21.0) | \u2713 | |
| Effect of acceleration of the unamortized costs and net charge IRS on 2025 Notes Repaid | (26.3) | \u2713 | |
| Arrangement fees on revolving credit facility amendment (over five years) | (0.6) | \u2713 | |
| Total (A) | (61.3) | (47.9) | (13.4) |
| Other non-recurring finance expenses | | | |
| Other non-recurring finance expenses | (5.7) | \u2713 | |
| Total (B) | (5.7) | (5.7) | - |
| Costs not included in Adjusted EBITDA | | | |
| Cost related to M&A and international activities | (8.3) | \u2713 | |
| Integration costs | (40.5) | \u2713 | |
| Other non-recurring expense | (77.1) | \u2713 | |
| Total (C)\u00a0 | (125.9) | (125.9) | |
| Total (A+B+C) | (192.9) | (179.5) | (13.4) |
| (In millions of Euro) | For the year ended 31 December 2024 | Profit before tax | Financial Position |
| Acquisition of SKS365 | \u00a0 | \u00a0 | \u00a0 |
| Transaction costs related to SKS365 Acquisition | (1.8) | \u2713 | |
| Negative carry (including net income from IRS) | (4.2) | \u2713 | |
| Total | (6.0) | (6.0) | - |
| 2024 Refinancing | | | |
| Underwriting fees and consultants / advisors | (10.9) | | \u2713 |
| Make-whole on 2024 Notes Repaid | (26.4) | \u2713 | |
| Effect of acceleration of the unamortized costs and net charge IRS on 2024 Notes Repaid | (21.7) | \u2713 | |
| Total | (59.0) | (48.1) | (10.9) |
| Costs not included in Adjusted EBITDA | | | |
| Cost related to M&A and international activities | (8.3) | \u2713 | |
| Integration costs | (33.7) | \u2713 | |
| Other non-recurring expense | (35.0) | \u2713 | |
| Total | (77.0) | (77.0) | - |
| \u00a0Total | (142.0) | (131.1) | (10.9) |
",
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"v1-page240-cflshid_104306-tag79444": {
"value": "11.5 Atypical/unusual transactions 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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"value": "11.6 Disclosure of public grants and contributions 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-page241-cflshid_104650-tag79438": {
"value": "11.7 Significant events for the year11.7.1 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 subsequently postponed the hearing ex officio, first to 16 January 2025 and then to 10 September 2026, for the same purpose (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.
On 3 November 2025, judgment no. 6687/2025 of the Lazio Regional Tax Court (Second Instance) was filed, ruling in favor of Gamenet S.p.A. In early January 2026, the Italian Tax Authority filed an appeal before the Italian Supreme Court against that judgment. On 5 February 2026, Gamenet S.p.A. filed with the Court of Cassation its Statement of Defence and Incidental Appeal.
11.7.3 PWO litigation
PWO 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 S.p.A.) 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 Federal 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 could appeal against the Court's decision by 6 March 2025. The amount paid during 2025 amounted to Euro 5,990,271, including interest and penalties. On 6 March 2025, an appeal was filed against the decision of the Austrian Federal Tax Court.
11.7.4 Payment of additional 0.5% of bets \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 bets 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 December 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 bets 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 2023 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 recalculation, GBO Italy S.p.A. paid the amount due, while Betflag S.p.A. and PWO received a refund for the excess amounts already paid. Therefore, this dispute can be considered closed.
11.7.5 Other claimsThe following are other claims of the Group deemed significant and the risk of losing the case is considered possible.
Gaming Franchise
Morosini Litigation
In 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.
Cirsa Litigation
On 30 January 2025, Gamenet S.p.A. was served with a writ of summons by Cirsa Italia S.p.A., which claims an alleged breach of competition laws and, consequently, the extracontractual liability of Gamenet S.p.A. for failing to vacate two VLT halls following the expiration of the relevant contracts, is seeking compensation of approximately Euro 3,500,000.
On 10 April 2025, Gamenet S.p.A. filed its defense in court to oppose this claim, highlighting, among other things, that the two halls are currently operational and that an appeal is pending against the current operator of the two halls (a company belonging to the Cirsa group) regarding the continued validity of the related contracts. The first hearing, previously scheduled for 20 June 2025, has been postponed to 17 September 2026, with deadlines for the filing of briefs pursuant to Article 171-ter of the Italian Code of Civil Procedure.
2015 Italian Stability Law
The 2015 Italian Stability Law imposed a tax of Euro 500 million (the \"Stability Tax\") on concessionaires and operators in the AWP and VLT supply chain. The 2016 Stability Law repealed the Stability Tax for 2016 and subsequent years but did not amend the obligation to pay the Stability Tax for the year 2015. Several concessionaires, including the current ADI gaming concessionaires of the Group, interpreted this measure as a correction aimed at repealing the provisions of the 2015 Italian Stability Law, which placed the responsibility on each individual concessionaire to collect the contribution from all operators in the supply chain. As a result, the Group's concessionaires paid the amounts directly owed by them and the amounts collected from the operators in their respective supply chains, while the remaining amounts due from these operators, which were not paid, remained outstanding.
Meanwhile, Gamenet S.p.A., Lottomatica Videolot Rete S.p.A., and other operators challenged the Stability Tax and its mechanism before the competent Regional Administrative Court of Lazio (Tribunale Amministrativo Regionale del Lazio), arguing, among other points, its unconstitutionality. In June 2019, the Regional Administrative Court of Lazio rejected all appeals. Gamenet S.p.A. (with Lottomatica
Videolot Rete S.p.A. intervening in an appeal by another concessionaire) and other concessionaires have appealed the decisions in question to the Italian Council of State. In its ruling of 18 April 2025, the Italian Council of State rejected the appeal of Gamenet S.p.A. and those filed by other concessionaires against the 2019 Regional Administrative Court of Lazio judgments concerning the levy imposed by the Stability Law for the year 2015. The ruling affirmed the obligation for concessionaires to pay the amounts owed by the operators in the supply chain and also upheld their full right to recover from the operators the portion of the levy corresponding to them.
The ruling of the Italian Council of State has increased the risk of an unfavorable outcome, although several appeal options remain available. The Group is exposed to approximately Euro 32 million plus legal interests of approximately Euro 3.7 million.
On 23 October 2025, ADM requested concessionaires to pay, within 30 days, the amounts still owed by legal gaming operators, together with legal interest. On 24 October 2025, the concessionaire Gamenet S.p.A. filed an appeal before the Italian Supreme Court.
On 14 November 2025, the concessionaire Lottomatica Videolot Rete S.p.A. filed a counter-appeal before the Italian Supreme Court. On 19 November 2025, ADM communicated the notes acknowledging the applications for suspension of the effects of the judgment of the Italian Council of State submitted by Gamenet S.p.A. and Lottomatica Videolot Rete S.p.A., without prejudice to the obligation to promptly make the payments of the sums progressively recovered from the supply chain.
Gari \u2013 Giomatic
By decision no. 3804/2025 of the Rome Court of Appeal, published on 17 June 2025, the appeal proceedings initiated by Gamenet ended unfavorably for the company. The case concerned the claims brought by Gari S.r.l. and Giomatic di Giannetto Carmine for the alleged non-payment by Gamenet S.p.A. of certain amounts. Specifically, Gari S.r.l. claimed compensation for the maintenance of VLT machines for the years 2012 and 2013, while Giomatic claimed payment for the rental of AWP machines to Gamenet S.p.A. The Court also rejected Gamenet\u2019s counterclaim related to a lump-sum PREU credit.
Following the publication of the aforementioned decision no. 3804/2025, on 20 June 2025 the counterparties formally requested Gamenet S.p.A. to voluntarily comply with the ruling, quantifying the total amount claimed at Euro 1,069,509. This includes (i) Euro 318,050 as principal and Euro 565,429 as default interest for Gari S.r.l., and (ii) Euro 62,660 as principal and Euro 63,917 as default interest for Giomatic di Giannetto Carmine. Legal costs for both levels of proceedings amounted to Euro 59,453, including mandatory charges.
On 11 July 2025, Gamenet S.p.A. filed an opposition to the injunction notified by Gari/Giomatic on 9 July 2025. After Gamenet S.p.A.'s injuction was registered, the counterparty withdrew the injunction.
By order dated 5 August 2025, the judge suspended, without hearing the other party, the enforceability of the title in relation to the opposed injunction. The Court set the audience for 31 March 2026 to confirm and/or cancel the suspension already granted without hearing the other party. On 25 September 2025, Gamenet S.p.A. filed an appeal before the Italian Supreme Court.
Gamenet S.p.A. has simultaneously initiated recovery actions through injunction proceedings to collect overdue receivables from the shareholders of the dissolved company Gari and from the owner of the sole proprietorship Giomatic, amounting respectively to Euro 5,203,343.97 and Euro 2,347,849.78.
Sports Franchise and OnlineDraghi \u2013 JDL Litigation
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 2025
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 bets placed in each relevant activity, namely, for AWP activities and for VLT activities.
In 2025, the PREU rates for AWP and VLT are 24.0% and 8.6% respectively and were unchanged compared to those applicable in 2024.
In 2025, the minimum payout levels for AWP and VLT are respectively 65.0% and 83.0% of bets and were unchanged compared to those applicable in 2024.
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.
With reference to the concessionaires Gamenet S.p.A. and Lottomatica Videolot Rete S.p.A., all required payments for 2025 have been duly settled.Based on the information available as of the reporting date, management has a reasonable expectation regarding the continuity of the ADI concessions, which are currently subject to an onerous extension until 31 December 2026, and considers it probable that such concessions will continue either through a further extension or through a new tender procedure.
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 2025:
| Concession No. | Company | Announcement | Betting offering | Number of rights 2025 |
| 4098 | GBO Italy S.p.A. | Bersani betting shops | Sports | 421 |
| 4098 | GBO Italy S.p.A. | Bersani betting corner | Sports | 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 | Sports + Horse racing | 358 |
| 72000 | GBO Italy S.p.A. | Tax regularization pursuant to article 1 co. 643 L. 190/2014 | Sports + Horse racing | 993 |
| Concession No. | Company | Announcement | Betting offering | Number of rights 2025 |
| 4538 | Ricreativo B S.p.A. | Monti | Sports + Horse racing | 8 |
| 4869 | Ricreativo B S.p.A. | Giorgetti betting shops | Horse racing | 1 |
| Concession No. | Company | Announcement | Betting offering | Number of rights 2025 |
| 4584 | PWO S.p.A. | Monti | Sports + Horse racing | 1 |
| 72002 | PWO S.p.A. | Tax regularization pursuant to article 1 co. 643 L. 190/2014 | Sports + Horse racing | 1,002 |
11.7.6.2.2 Betting duties (\u201cImposta Unica\u201d)From 1 January 2025, pursuant to the provisions of Budget Law 2025, the following betting duties (\u201cImposta Unica\u201d) apply:
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 bets takes place on a physical network, and 24.5%, if bets takes place remotely, applied to the difference between the amount bets 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 bets 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 bets 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 reference to the concessionaires GBO Italy S.p.A., Ricreativo B S.p.A. and PWO S.p.A., the required payments for 2025 have been duly settled.
Based on the information available as of the reporting date, management has a reasonable expectation regarding the continuity of the Betting concessions, which are currently subject to an onerous extension until 31 December 2026, and considers it probable that such concessions will continue either through a further extension or through a new tender procedure.
With specific reference to the GAD sector, pursuant to Legislative Decree No. 36 of 31 March 2023, ADM announced the open electronic tender 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. On 26 May 2025, four applications were submitted by GBO Italy S.p.A., Betflag S.p.A., PWO S.p.A. and Totos\u00ec S.r.l., for a total of five concessions (GBO Italy S.p.A. no. 2, Betflag S.p.A. no. 1, PWO S.p.A. no. 1, Totos\u00ec S.r.l. no. 1).
Following a specific communication from the evaluation committee, by decision of the Director of Gaming, No. 594211 of 17 September 2025, the concessions for the operation and remote collection of the games referred to in Article 6 of Legislative Decree No. 41 of 25 March 2024 were awarded, and the list of the awarded companies was published on the ADM\u2019s official website. All Group companies were awarded a total of five concessions, in line with the applications submitted and have executed the related concession agreements effective since 13 November 2025.
Pursuant to Article 4.6 of the Administrative Rules, the entities awarded the concession paid a one-off fee of Euro 7 million for each licence requested, consisting of Euro 4 million upon award and Euro 3 million upon effective commencement of the concession-related activities.
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 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.
The concessionaire Big Easy Bingo S.r.l. has filed an appeal with the Regional Administrative Court against the ADM note No. 43702 of 10 January 2025 to contest the new additional amounts requested by ADM. For this reason, pending the aforementioned proceedings, the six-monthly payment of Euro 2,800/month for each concession is being made.
With reference to the gaming hall located in Cesenatico (Italy), no further payments will be required during 2025, based on the ADM authorization, as per note No. 0382152 dated 26 June 2025, allowing the compensation of the total amount of Euro 29,000.00 with the amounts already paid in relation to concession agreement No. 003/TL/17/R, as consideration for the concession fee relating to the months from November 2020 to May 2021.
With the judgments published on 2 December 2025, the Regional Administrative Court of Lazio (TAR Lazio) upheld the appeals previously filed by Big Easy Bingo S.r.l. and SEA S.r.l., both concerning the onerous extension provided for by the 2025 Stability Law (Law No. 207/2024).
TAR Lazio ruled that it was necessary to disapply the aforementioned state law and annulled the ADM extension measures that had implemented it. The Court clarified, however, that this does not entail the termination of the concession and provided for the redefinition of the fee, as well as the payment of compensation to the Italian Tax Authority based on actual revenues, in order to prevent unjust enrichment of the concessionaire.
Consequently, with note No. 794229 of 9 December 2025, ADM established that the fee payable by the concessionaires is provisionally set at Euro 2,800.00 per month for the period from 1 January 2025 to 31 December 2026.ADM further specified that this determination is temporary and provisional, as it replaces the definitive measure for the time necessary for its adoption, without prejudice to the fact that the final mutual accounts between the parties will be governed by the provisions of the definitive measure.
On 6 October 2025, Lottomatica Group S.p.A. received an ESG rating of 12.5 out of 100 from Morningstar Sustainalytics, which corresponds to a low risk of experiencing significant financial impacts from ESG factors. This rating places the Company among the leading entities worldwide within the approximately 70 companies assessed in the \u2018Casinos and Gaming\u2019 industry segment, as well as among the roughly 450 companies evaluated in the broader \u2018Consumer Services\u2019 sector.\u201d Furthermore, in February 2026, the Company was designated as an Industry ESG Leader 2026 by Morningstar Sustainalytics.
In February 2025, the Group renewed its certification and received the \u201cTop Employer\u201d Italy 2025 award, obtaining this recognition for the second consecutive year. For the third consecutive year, the Group obtained the certification \u201cBest HR Team\u201d and \u201cHRC Community\u201d. Furthermore, the Group joined the CDP (Carbon Disclosure Project), a leading international non-profit organization that serves as a reference for evaluating the environmental strategies of listed companies, providing detailed disclosure on its sustainability initiatives and obtaining a \u2018B\u2019 rating. In March 2025, the Group obtained the renewal of its ISO 27701 certification for its privacy and data security management system and in September 2025, it obtained the ISO 14064 certification for the Group's Carbon Footprint. Together with ISO 14001:2015 certification, renewed in November 2025, these certifications confirm a continuously improving environmental management system.
On 15 September 2025, the Company also announced that it had achieved the highest \u201cAAA\u201d score in the MSCI ESG Ratings assessment, placing it in the \u201cLeader\u201d category. MSCI ESG Research provides ESG ratings for global public companies and selected private companies on a scale from \u201cAAA\u201d (\u201cLeader\u201d) to \u201cCCC\u201d (\u201cLaggard\u201d), based on exposure to industry-specific ESG risks and the ability to manage those risks relative to peers.
With reference to its ESG objectives for 2025, the Group identified 124 initiatives, of which (i) 98% have been completed, (ii) 2% have been initiated in the last part of the year and will be concluded in 2026.
11.7.8 Rating bond
On 21 March 2025, Standard & Poor's upgraded the Company's corporate rating from BB- to BB and on 23 April 2025, Moody's upgraded the Company's corporate rating from Ba3 to Ba2.
11.7.9 Acquisition of Cristaltec S.p.A.On 13 January 2025, Lottomatica Videolot Rete S.p.A. finalized the acquisition of 60% of the share capital of Cristaltec S.p.A., a company involved in the development and distribution of online games, AWP and VLT games. The agreed consideration amounted to Euro 5.0 million, including price adjustments.
On 31 March 2025, Lottomatica Videolot Rete S.p.A. converted part of its shares into non-voting shares, reducing its voting rights to 37.40% from the original 60%.
11.7.10 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 were considered as carried out on behalf of the Merging Company as of 1 January 2025 for accounting and tax purposes in Italy.
11.7.11 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 came into effect from 1 March 2025.
11.7.12 Acquisition of Distante S.r.l. On 1 April 2025, the acquisition by Lottomatica Videolot Rete S.p.A. of 65% of the share capital of Distante S.r.l. became effective. Distante S.r.l. is a company engaged in the rental, management, and maintenance of AWP gaming machines. The acquisition price amounted to Euro 15.1 million.
11.7.13 2025 Refinancing and amendment to the terms of the existing revolving credit facility
As described in Note 9.16.1, on 13 May 2025, Lottomatica Group S.p.A. issued the May 2025 Notes for a principal amount of Euro 1,100 million.
Proceeds from the May 2025 Notes were used to finance the early repayment of the fixed rate senior secured notes maturing in 2028 and the floating rate senior secured notes maturing in 2030, issued by Lottomatica S.p.A. (now merged into the Company) on 1 June 2023 and 14 December 2023 respectively, in addition to accrued and unpaid interest and the make-whole payment due to early repayment.
Furthermore, on 23 April 2025, the Company entered into an amendment and restatement agreement with all relevant lenders to modify the existing revolving credit facility, which includes (i) an extension of the maturity date of the credit line, (ii) a reduction in the interest rate, and (iii) an upsize of the commitments available thereunder.11.7.14 Launch of share buyback program
As per the authorization granted by the Shareholders\u2019 Meeting of the Company held on 30 April 2025 and the resolution adopted by the Board of Directors on 6 May 2025, the Company announced the launch, effective from 18 June 2025, of its share buyback program (the \u201cProgramme\u201d). In particular, the Programme is aimed at acquiring shares in order to remunerate the shareholders and meet the commitments deriving from the share incentive plans in place from time to time, it being understood that, should opportunities arise to realize potential acquisitions or other projects that can provide attractive returns for the Company that require the use of the Company\u2019s cash, the buy-back programme may be interrupted or reduced.
The maximum number of treasury shares to be purchased, in one or more tranches, in any case will not exceed 25 million ordinary shares of the Company, with no par value, in total equal to approximately 10% of the share capital. The maximum potential outflow for the purchase of treasury shares under the Programme is around Euro 500 million (of which Euro 300 million had already been incurred as of 31 December 2025 and approximately Euro 200 million is expected to be incurred in 2026).
The purchase transactions will be carried out in compliance with the principle of equal treatment of shareholders provided for in Article 132 of the Italian Legislative Decree no. 58 of February 24, 1998, as amended (the \u201cTUF\u201d), in the manner set forth in Article 144-bis, paragraph 1, letters b), c), d), d-ter), and paragraph 1-bis, of the Issuers\u2019 Regulation, and in accordance with Article 5 of the MAR Regulation. In accordance with Article 2357, paragraph 1, of the Italian Civil Code, the purchase of treasury shares must in any case be carried out within the limits of distributable profits and available reserves resulting from the latest approved financial statements at the time each transaction is carried out.
The treasury shares shall be purchased under the price conditions specified in Art. 3, paragraph 2, of Delegated Regulation 2016/1052/EU. In any case, purchases shall be made at a price that does not diverge downwards or upwards by more than 20% from the official price registered by the Company\u2019s shares in the trading session of Euronext Milan on the day prior to the execution of each individual purchase transaction, and in any case at a price that is not higher than the higher price between the price of the latest independent transaction and the price of the highest current independent offer on the trading venue where the purchase is made. The number of shares purchased each day shall not exceed the 25% of the average daily volume of the Company\u2019s shares traded in the trading venue where the purchase is made, calculated based on the average daily trading volume in the 20 trading days prior to the purchase date. The duration of the Programme has been established in a period of maximum 18 months.
11.7.15 Disposal of shares by Gamma Intermediate S.\u00e0.r.l. On 17 June 2025, Gamma Intermediate S.\u00e0 r.l. completed the disposal of its entire stake in Lottomatica Group S.p.A., equal to 21.3% of the share capital, through a private placement.
11.7.16 Inclusion in the STOXX Europe 600 Stock IndexOn 23 June 2025, the Company became part of the STOXX Europe 600 index (SXXP). The STOXX Europe 600 is a stock index comprising 600 top European companies, representing an extensive and diversified coverage of different industries within Europe\u2019s developed economies, and is published by STOXX Limited.
11.7.17 Inclusion in the FTSE MIB Index
Effective from 22 September 2025., the Company became part of the FTSE MIB Index, which includes the top 40 Italian companies by market capitalization and stock liquidity.
11.7.18 Acquisition of 20% of Sportbet S.r.l.
On 16 December 2025, GBO S.p.A. completed the acquisition of 20% of the share capital of Sportbet S.r.l., a company operating in the remote gaming and betting collection sector under an ADM licence.The transaction was carried out through the subscription of a reserved capital increase approved by Sportbet S.r.l. for Euro 2.0 million, fully paid in by GBO S.p.A..
11.7.19 Disposal of shareholdings in Bakoo S.p.A.
On 18 December 2025, Marim S.r.l. signed an agreement for the sale of its entire stake in Bakoo S.p.A., representing 100% of the share capital. The agreement provides for the transfer of 51% to Cristaltec S.p.A., 23% to GMI19 S.r.l., and the remaining portion to two private investors. The total consideration amounts to Euro 12 thousand. The legal and economic effects of the disposal take effect from 1 January 2026.
11.7.20 Reorganization of the Group
During the year, the Group initiated a significant corporate reorganization aimed at simplifying the Group\u2019s structure, streamlining management costs, and improving operational and tax efficiency through the consolidation of homogeneous activities under a single controlling entity (\u201cReorganization\u201d). The Reorganization provides for: (i) the partial carve out of the equity investments held by Lottomatica Videolot Rete S.p.A. in Rete Gioco Italia S.r.l., Cristaltec S.p.A., Distante S.r.l., and Big Easy S.r.l. in favor of GGM S.p.A., and (ii) the partial carve out of the equity investments held by Gamenet S.p.A. in Billions Italia S.r.l., Jolly Group S.r.l., and Gnetwork S.r.l. in favor of GGM S.p.A.. As part of the Reorganization, GGM S.p.A. was renamed \u201cLottomatica Gaming S.p.A.\u201d.
The Reorganization will be effective for accounting purposes as of 1 January 2026. All necessary corporate approvals were obtained during the year.
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"value": "11.8 Significant events occurring after 31 December 202511.8.1 Acquisition of 60% of Center Games S.r.l.
Effective 1 January 2026, Ricreativo S.p.A. completed the acquisition of 60% of the share capital of Center Game S.r.l., a company engaged in the management and maintenance of AWP gaming machines. The base consideration amounted to Euro 3.5 million.
11.8.2 Reorganization of the Group
As part of the internal reorganization of the Group, the Company initiated the transfer of its technology division to its subsidiary Totos\u00ec Servizi S.r.l., through the subscription of a capital increase to be paid in kind by contributing the business unit. In connection with the transaction, the subsidiary is renamed \u201cLottomatica Technology & Operations S.r.l.\u201d. The transaction is effective from 1 February 2026.
The transaction is part of a project to streamline governance and intragroup services, aimed at creating a specialized hub for the management and delivery of technological services within the Group.
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