| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements |
| for the Year Ended 31st December 2025 |
| for |
| E C M Systems Limited |
| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements |
| for the Year Ended 31st December 2025 |
| for |
| E C M Systems Limited |
| E C M Systems Limited (Registered number: 01646471) |
| Contents of the Financial Statements |
| for the year ended 31st December 2025 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 6 |
| Report of the Independent Auditors | 8 |
| Statement of Comprehensive Income | 12 |
| Statement of Financial Position | 13 |
| Statement of Changes in Equity | 14 |
| Notes to the Financial Statements | 15 |
| E C M Systems Limited |
| Company Information |
| for the year ended 31st December 2025 |
| DIRECTORS: |
| SECRETARY: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Princes House |
| Wright Street |
| Hull |
| East Yorkshire |
| HU2 8HX |
| BANKERS: |
| 1 Churchill Place |
| Canary Wharf |
| London |
| E14 5HP |
| E C M Systems Limited (Registered number: 01646471) |
| Strategic Report |
| for the year ended 31st December 2025 |
| The directors present their strategic report for E C M Systems Limited ("the Company" or "ECM") for the year ended 31st December 2025. |
| REVIEW OF BUSINESS |
| Year ended 31/12/25 |
Year ended 31/12/24 |
Year ended 31/12/23 |
| £ | £ | £ |
| Revenue | 13,693,085 | 11,354,358 | 10,509,300 |
| Revenue Growth | 20.60% | 8.04% | 5.02% |
| Gross Profit Margin | 89.39% | 89.06% | 89.85% |
| Profit before Tax | 5,092,854 | 4,562,003 | 3,974,846 |
| The principal activity of the Company in the period under review remains that of the development, supply and support of bingo gaming systems and software. The Company is a member of the group headed by Playtech plc ("Playtech Group"). |
| The Directors are pleased with the Company’s performance in 2025, with continued revenue growth achieved during the year. A significant proportion of this growth was driven by a new hardware supply agreement, which commenced in Q3 2024 and concluded in Q2 2025. Additional growth was generated through increased supply of electronic bingo tablets across the industry, as well as income derived from strategic new products. |
| A small net reduction in the number of bingo clubs operated by major customers was offset by growth within the independent sector. This reflected both newly opened venues and sites transitioning from alternative suppliers to ECM-provided electronic bingo tablets. |
| Capital expenditure on new and replacement tablets has continued in line with plan, ensuring that all customers have access to cost-effective and up-to-date devices. The Company maintains a policy of continuous renewal of electronic bingo tablets, supporting new growth opportunities while protecting existing revenue streams. |
| Margins have remained stable, supported by continued revenue growth alongside disciplined cost control. |
| The Company continues to maintain sufficient working capital to support all ongoing and planned business activities. |
| E C M Systems Limited (Registered number: 01646471) |
| Strategic Report |
| for the year ended 31st December 2025 |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The Company's principal financial instruments comprise a positive bank balance, trade receivables, amounts due from Playtech Group companies, trade payables and a lease facility. The main purpose of these instruments is to finance the Company's operation. |
| Price Risk |
| The Company manufactures, sells, rents and licenses electronic products and software to the bingo sector. The market is highly competitive and very price sensitive across all products listed in the Company's portfolio. The board firmly believes that price risk can be offset by providing innovative products which offer the market a compelling cost, benefit and return model. |
| Liquidity Risk |
| The Company's liquidity risk is managed by ensuring sufficient funds are available to meet amounts due and the board of directors does not consider that liquidity poses a significant risk. |
| Interest rate and cash flow |
| The Company had a favourable cash balance during the year and continues to do so and therefore does not consider that interest rates or cash flow pose a significant risk. |
| Credit Risk |
| Credit control is maintained to ensure that debtors pay within agreed terms. A process of continual financial assessment and review is applied to all of the Company's debtors. Although the Company has not experienced any significant bad debt, prudent credit control will remain in place to limit any potential future exposure. |
| E C M Systems Limited (Registered number: 01646471) |
| Strategic Report |
| for the year ended 31st December 2025 |
| SECTION 172(1) STATEMENT |
| The ECM Board of Directors, in line with their duties under s172 of the Companies Act 2006, act in a way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so, have regard to a range of matters when making decisions for the long term. Key decisions and matters that are of strategic importance to the Company are appropriately informed by s172 factors. |
| ECM's Board of Directors, management and employees are committed to upholding high standards of corporate governance and business ethics. We firmly believe that timely disclosures, transparent accounting policies, rigorous internal control systems and a strong and experienced Board preserve shareholder trust while maximising long-term shareholder value. |
| This s172 statement explains how the ECM Directors: |
| - have engaged with employees, suppliers, customers and others; |
| - have had regard to employee interests, |
| - have had to foster the Company's business relationships with suppliers, customers and others, and the effect of that regard, including on the principal decisions taken by the Company during the financial year. |
| The s172 statement focuses on matters of strategic importance to ECM, and the level of information disclosed is consistent with the size and the complexity of the business. |
| General confirmation of Directors' duties |
| The ECM Board works within a defined set of processes and procedures set by specialist departments within the ultimate Parent Company (Playtech plc). These are endorsed and distributed by the Playtech Group Board. The ECM Board is required to implement these working practices with any variance approved by the ultimate Parent Company, following diligent review. |
| When making decisions, each Director ensures that they act in the way they consider, in good faith, would most likely promote the Company's success for the benefit of its members as a whole, and in doing so have regard to: |
| The likely consequences of any decision in the long term |
| The Directors understand the business and the demand to innovate the latest products and services, in order to deliver maximum selection for licensees alongside maximum entertainment value for players. ECM's vision aligns with that of the ultimate Parent Company and is summarised in the strap line "Source of Success". This simple ethos is applied to every aspect of the Company's operation and is focussed around a commitment to responsible gambling. The strategy set by the Board, as a leader in the bingo and gaming industry, is to supply market leading products and services to our customers to help them provide the ultimate bingo experience for their players. |
| Whilst investing for the future, the Board also recognises that we must focus on meeting the current supply and demand in products and services. The Directors are guided by our principles - integrity, innovation, excellence and performance that form the foundation stones upon which the Company operates and achieves it goals. |
| The interests of the Company's Employees |
| ECM's employees are at the heart of our business. The Management team invites a fair and open two way relationship with all employees. We believe in respecting every individual, regardless of position. At ECM employees are heard and have the opportunity to express their opinion. The ultimate Parent Company firmly believes in equality and discourages any form of discrimination which is clearly reflected in policies, training and each individual's behaviour. We are committed to employee safety and well-being. HR policies are set by the ultimate Parent Company, well documented and available to each employee. Management assumes responsibility that such policies are adhered to. |
| E C M Systems Limited (Registered number: 01646471) |
| Strategic Report |
| for the year ended 31st December 2025 |
| ECM staff are talented, capable and have played a major role in the growth and success of the business. We believe that when people with diverse skills are bound together by a common purpose and value system, results far exceed the sum of the parts. |
| The need to foster the Company's business relationships with suppliers, customers and others |
| High street bingo is a niche within the gaming sector and as such, customers and suppliers are the key stakeholders in our business. The bingo players are price sensitive and it is vital that ECM procures from suppliers and provides to customers, products and services that are competitively priced whilst maintaining a high quality. We engage in regular communication with both suppliers as well as customers and recognise the fact that the stronger the relationships with suppliers, the more we are able to serve our customers. We remain committed to all our stakeholders to ensure ethical business practices are applied at all times. |
| The impact of the Company's operations on the community and environment |
| At ECM we are committed to ensuring our products and services provide customers with the capability to provide the ultimate bingo players with the facility to gamble responsibly. We achieve this by ensuring our products have in-built responsible gambling controls by design and provide relevant data to third party products used by our customers to facilitate responsible gambling. |
| All of this is aimed at delivering maximum selection for licensees and maximum entertainment value for players. |
| The desirability of the Company maintaining a reputation for high standards of business conduct |
| ECM Board periodically reviews their corporate governance in line with the ultimate Parent Company's requirements and is committed to upholding the highest standards throughout all aspects of the business operation. |
| The need to act fairly as between members of the Company |
| The Directors consider and focus their attention to ensure that the Company's performance is in line with the ultimate Parent Company's strategic vision for both short and long-term objectives. The impact of this on all of the stakeholders is regularly reviewed. The Directors believe they act fairly. |
| The Board has created a culture of honesty, integrity and respect of the Company's core values and principles. To support this, the Company has set a number of guidelines on the principles and values of the organisation. |
| Principal decisions |
| We define principal decisions taken by the Board as those decisions that are of a strategic nature and that are significant to any of our key stakeholder groups. As outlined in the FRC Guidance on the Strategic Report, we include decisions related to capital allocation and dividend policy. |
| ON BEHALF OF THE BOARD: |
| E C M Systems Limited (Registered number: 01646471) |
| Report of the Directors |
| for the year ended 31st December 2025 |
| The directors present their report with the financial statements of the Company for the year ended 31st December 2025. |
| DIVIDENDS |
| No dividends will be distributed for the year ended 31st December 2025. |
| FUTURE DEVELOPMENTS |
| The retail Bingo market continues to recover and adapt to the significant cost increases due to the energy crisis and high inflation levels which are affecting both business and customers' disposable income alike. |
| The impact of the abolition of Bingo Duty and freezing of Machine Gaming Duty from 1st April 2026 has been broadly welcomed by bingo operators across the UK and has seen a cautious though positive impact on requests for development work for 2026 and beyond. However the impact of the significant increase in Remote Gaming Duty (which does not directly impact ECM but does impact operators) is yet to be fully realised. We continue to work with customers and our parent company to manage potential impacts. |
| We continue to engage with the UK regulators and the principal trade organisations (notably the Bingo Association) enabling the Company to be well placed in delivering compliant, customer-focussed, best-in-class products. |
| Development work continues two new products that will protect and future proof our position in the marketplace; the first Fusion Displays is now in revenue-generating operation in a number of venues. Additionally, a full roadmap of software development for existing products is in place to protect this vital revenue line, and work continues with other Playtech Group companies on joint opportunities. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1st January 2025 to the date of this report. |
| FINANCIAL INSTRUMENTS |
| The Company's principal financial instruments comprise a positive bank balance, trade receivables, amounts due from Playtech Group companies, trade payables and a lease facility. The main purpose of these instruments is to raise funds to finance the Company's operations. |
| GOING CONCERN |
| The Company meets its day-to-day working capital requirements from the cash flows generated by its trading activities and its available cash resources. The Company has received confirmation of support from the Playtech Group if required. The directors have considered the position and available resources of the Company and the wider Playtech Group along with the forecasts performed and on this basis the directors are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis in preparing the annual financial statements. |
| Further information regarding the Company's business activities, together with the factors likely to affect its future development, performance and position, is set out in the Strategic Report. |
| E C M Systems Limited (Registered number: 01646471) |
| Report of the Directors |
| for the year ended 31st December 2025 |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information. |
| AUDITORS |
| The auditors, Sadofskys, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| E C M Systems Limited |
| Opinion |
| We have audited the financial statements of E C M Systems Limited (the 'Company') for the year ended 31st December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the Company's affairs as at 31st December 2025 and of its profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Report of the Independent Auditors to the Members of |
| E C M Systems Limited |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. |
| Report of the Independent Auditors to the Members of |
| E C M Systems Limited |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
| - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
| - we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the Company's industry; |
| - we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, UK taxation legislation, and data protection, anti-bribery, employment, environmental, and health and safety legislation, along with industry specific regulations and requirements; |
| - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
| - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
| We assessed the susceptibility of the Company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
| - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
| - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
| To address the risk of fraud through management bias and override of controls, we: |
| - performed analytical procedures to identify any unusual or unexpected relationships; |
| - tested journal entries to identify unusual transactions; |
| - assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias; and |
| - investigated the rationale behind significant or unusual transactions. |
| In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
| - agreeing financial statement disclosures to underlying supporting documentation; |
| - reading the minutes of meetings of those charged with governance; |
| - enquiring of management as to actual and potential litigation and claims; and |
| - reviewing correspondence with HMRC, relevant regulators and the Company's legal advisors. |
| There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
| Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| E C M Systems Limited |
| Use of our report |
| This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Statutory Auditors |
| Princes House |
| Wright Street |
| Hull |
| East Yorkshire |
| HU2 8HX |
| E C M Systems Limited (Registered number: 01646471) |
| Statement of Comprehensive |
| Income |
| for the year ended 31st December 2025 |
| 2025 | 2024 |
| Notes | £ | £ |
| TURNOVER | 3 |
| Cost of sales |
| GROSS PROFIT |
| Administrative expenses |
| 4,984,441 | 4,415,505 |
| Other operating income |
| OPERATING PROFIT | 5 |
| Interest receivable and similar income |
| 5,095,237 | 4,562,003 |
| Interest payable and similar expenses | 7 |
| PROFIT BEFORE TAXATION |
| Tax on profit | 8 |
| PROFIT FOR THE FINANCIAL YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| E C M Systems Limited (Registered number: 01646471) |
| Statement of Financial Position |
| 31st December 2025 |
| 2025 | 2024 |
| Notes | £ | £ | £ | £ |
| FIXED ASSETS |
| Owned |
| Tangible assets | 9 | 8,563,223 | 9,890,664 |
| Right-of-use |
| Tangible assets | 9, 14 | 67,987 | - |
| CURRENT ASSETS |
| Stocks | 10 |
| Trade and other receivables | 11 |
| Cash at bank and in hand |
| CREDITORS |
| Amounts falling due within one year | 12 |
| NET CURRENT ASSETS/(LIABILITIES) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year | 13 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 15 |
| Capital contribution reserve |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| E C M Systems Limited (Registered number: 01646471) |
| Statement of Changes in Equity |
| for the year ended 31st December 2025 |
| Called up | Capital |
| share | Retained | contribution | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1st January 2024 |
| Changes in equity |
| Total comprehensive income | - |
| Share-based compensation | - | - | 14,629 | 14,629 |
| Balance at 31st December 2024 |
| Changes in equity |
| Total comprehensive income | - |
| Share-based compensation | - | - | 23,836 | 23,836 |
| Balance at 31st December 2025 |
| E C M Systems Limited (Registered number: 01646471) |
| Notes to the Financial Statements |
| for the year ended 31st December 2025 |
| 1. | STATUTORY INFORMATION |
| E C M Systems Limited ("the Company" or "ECM") is a private company, limited by shares, registered in England and Wales. The Company's registered number and registered office address can be found on the Company Information page. |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| The Company's main place of business is Ellifoot Park, Burstwick, Hull. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| The Company has elected to apply the FRS 102 Periodic Review 2024 amendments with effect from 1st January 2025. |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
| • | the requirements of Section 7 Statement of Cash Flows; |
| • | the requirement of paragraph 3.17(d); |
| • | the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
| • | the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b), 12.29A and 12.30; |
| • | the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23. |
| Related party exemption |
| The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| E C M Systems Limited (Registered number: 01646471) |
| Notes to the Financial Statements - continued |
| for the year ended 31st December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Turnover |
| Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
| The Company recognises revenue from contracts with customers based on a five step model: |
| 1) Identify the contract(s) with a customer: A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations and sets out the criteria for every contract that must be met. |
| 2) Identify the performance obligations in the contract: A performance obligation is a promise in a contract with a customer to transfer a distinct good or service to the customer. |
| 3) Determine the transaction price: The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties. |
| 4) Allocate the transaction price to the performance obligations in the contract: For a contract that has more than one performance obligation, the Company will allocate the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the Company expects to be entitled in exchange for satisfying each performance obligation. |
| 5) Recognise revenue when (or as) the entity satisfies a performance obligation at a point in time or over time. |
| The Company satisfies a performance obligation and recognises revenue over time, if one of the following criteria is met: |
| - the customer simultaneously receives and consumes the benefits provided by the Company's performance as the Company performs; or |
| - the Company's performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or |
| - the Company's performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date. |
| For performance obligations where one of the above conditions are not met, revenue is recognised at the point in time at which the performance obligation is satisfied. |
| The Company assesses each of its contracts with customers to determine whether performance obligations are satisfied over time or at a point in time in order to determine the appropriate method of recognising revenue. |
| When the Company satisfies a performance obligation by delivering the promised goods or services it recognises revenue based on the amount of consideration earned by the performance. |
| Tangible fixed assets |
| Freehold property | - |
| Plant & machinery | - |
| Motor vehicles | - |
| Tangible fixed assets are initially measured at cost, and subsequently measured at cost less accumulated depreciation and impairment losses. |
| E C M Systems Limited (Registered number: 01646471) |
| Notes to the Financial Statements - continued |
| for the year ended 31st December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Stocks |
| Work in progress is valued at the lower of cost and net realisable value. |
| Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Research and development |
| Expenditure on research and development is written off in the year in which it is incurred. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| Leases |
| Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract. |
| Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term. |
| Pension costs and other post-retirement benefits |
| The Company operates a defined contribution pension scheme. Contributions payable to the Company's pension scheme are charged to profit or loss in the period to which they relate. |
| E C M Systems Limited (Registered number: 01646471) |
| Notes to the Financial Statements - continued |
| for the year ended 31st December 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Financial assets, financial liabilities and equity |
| Financial assets, other than investments and derivatives, are initially measured at transaction price (including transaction costs) and subsequently held at amortised cost, less any impairment. |
| Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form. Financial liabilities, excluding convertible debt and derivatives, are initially measured at transaction price (after deducting transaction costs) and subsequently held at amortised cost. |
| The nature and purpose of the Company's equity reserves are: |
| - Capital contribution reserve - equity credits relating to share-based payments; and |
| - Retained earnings - all other gains and losses and transactions not recognised elsewhere. |
| Share-based payments |
| The ultimate parent company, Playtech plc, has issued share options to Group employees where the service is performed by this Company. |
| The fair value of equity-settled share-based payments to employees is determined at the date of grant and is spread on a straight-line basis over the vesting period based on the Company's estimate of shares options that will eventually vest. |
| When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value. |
| Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately. |
| Dividends |
| Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable. |
| 3. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the Company. |
| 4. | EMPLOYEES AND DIRECTORS |
| 2025 | 2024 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| E C M Systems Limited (Registered number: 01646471) |
| Notes to the Financial Statements - continued |
| for the year ended 31st December 2025 |
| 4. | EMPLOYEES AND DIRECTORS - continued |
| The average number of employees during the year was as follows: |
| 2025 | 2024 |
| Administration incl. directors | 20 | 14 |
| Production and development | 45 | 52 |
| 2025 | 2024 |
| £ | £ |
| Directors' remuneration |
| 5. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| 2025 | 2024 |
| £ | £ |
| Depreciation - owned assets |
| Depreciation - assets on finance leases |
| Foreign exchange differences | ( |
) |
| 6. | AUDITORS' REMUNERATION |
| 2025 | 2024 |
| £ | £ |
| Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements |
21,500 |
19,750 |
| Other non- audit services |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 2025 | 2024 |
| £ | £ |
| Leasing charges |
| 8. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the year was as follows: |
| 2025 | 2024 |
| £ | £ |
| Current tax: |
| UK corporation tax |
| Tax on profit |
| UK corporation tax has been charged at 25% (2024 - 25%). |
| E C M Systems Limited (Registered number: 01646471) |
| Notes to the Financial Statements - continued |
| for the year ended 31st December 2025 |
| 8. | TAXATION - continued |
| Reconciliation of total tax charge included in profit and loss |
| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2025 | 2024 |
| £ | £ |
| Profit before tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2024 - |
| Effects of: |
| Expenses not deductible for tax purposes |
| Depreciation in excess of capital allowances |
| Adjustments to tax charge in respect of previous periods | ( |
) |
| Adjustment to tax charge arising from finalisation of computations | (5,997 | ) | - |
| R&D tax credit adjustment | (775 | ) | - |
| Total tax charge | 1,968,604 | 1,571,339 |
| 9. | TANGIBLE FIXED ASSETS |
| Freehold | Plant & | Motor |
| property | machinery | vehicles | Totals |
| £ | £ | £ | £ |
| COST |
| At 1st January 2025 |
| Additions |
| At 31st December 2025 |
| DEPRECIATION |
| At 1st January 2025 |
| Charge for year |
| At 31st December 2025 |
| NET BOOK VALUE |
| At 31st December 2025 |
| At 31st December 2024 |
| The depreciation policies at the start of the year were amended to be in line with group policies. |
| 10. | STOCKS |
| 2025 | 2024 |
| £ | £ |
| Inventories & work in progress |
| E C M Systems Limited (Registered number: 01646471) |
| Notes to the Financial Statements - continued |
| for the year ended 31st December 2025 |
| 11. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Trade receivables |
| Amounts owed by group undertakings |
| Taxation |
| Prepayments & accrued income |
| Balances owed by group undertakings are interest free and are repayable on demand. |
| 12. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Leases (see note 14) |
| Trade payables |
| Amounts owed to group undertakings |
| Social security & other taxes |
| Accruals & deferred income |
| Balances owed to group undertakings are interest free and are repayable on demand. |
| 13. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 2025 | 2024 |
| £ | £ |
| Leases (see note 14) |
| 14. | LEASING |
| Right-of-use assets |
| Tangible fixed assets |
| 2025 | 2024 |
| £ | £ |
| COST |
| Additions | 79,781 | - |
| DEPRECIATION |
| Charge for year | 11,794 | - |
| NET BOOK VALUE | 67,987 | - |
| E C M Systems Limited (Registered number: 01646471) |
| Notes to the Financial Statements - continued |
| for the year ended 31st December 2025 |
| 14. | LEASING - continued |
| Lease liabilities |
| Minimum lease payments fall due as follows: |
| 2025 | 2024 |
| £ | £ |
| Gross obligations repayable: |
| Within one year | 36,541 | - |
| Between one and five years | 32,729 | - |
| 69,270 | - |
| Finance charges repayable: |
| Within one year | 4,378 | - |
| Between one and five years | 1,530 | - |
| 5,908 | - |
| Net obligations repayable: |
| Within one year | 32,163 | - |
| Between one and five years | 31,199 | - |
| 63,362 | - |
| 15. | CALLED UP SHARE CAPITAL |
| Allotted and issued: |
| Number: | Class: | Nominal | 2025 | 2024 |
| value: | £ | £ |
| Share capital | £1 | 100 | 100 |
| The Ordinary shares have the following rights: |
| 1. The entitlement to vote in any circumstances. |
| 2. The entitlement to receive dividends and other distributions. |
| 3. The right to participate in a distribution arising from the winding up of the Company. |
| 16. | ULTIMATE PARENT COMPANY |
| Playtech plc (incorporated in the Isle of Man ) is regarded by the directors as being the Company's ultimate parent company. |
| The Company's immediate parent company is ECM Systems Holdings Limited. |
| The largest and smallest group in which the results of the Company are consolidated is headed by consolidated accounts of this company are available to the public and may be obtained from the group's website (www.playtech.com). No other group accounts include the results of the Company. |