REGISTERED NUMBER: 08235265 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements

for the Year Ended 31st December 2025

for

ECM Systems Holdings Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Comprehensive Income

10

Statement of Financial Position

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

C McGinnis

I J Ince

SECRETARY:

Mrs L Taylor

REGISTERED OFFICE:

MidCity Place

71 High Holborn

London

WC1V 6EA

REGISTERED NUMBER:

08235265 (England and Wales)

AUDITORS:

Sadofskys

Statutory Auditors

Princes House

Wright Street

Hull

East Yorkshire

HU2 8HX

BANKERS:

Barclays Bank Plc

1 Churchill Place

Canary Wharf

London

E14 5HP

The directors present their strategic report for ECM Systems Holdings Limited ("the Company" or "ECM") for the year ended 31st December 2025.

REVIEW OF BUSINESS

The principal activity of the Company in the period under review was that of a holding company. This report includes references to "group" to cover the Company's trading subsidiary ECM Systems Limited.

The Company maintains a net current asset position of £39,995 (2024 - £40,277) and total net assets of £4,828,460 (2024 - £4,804,906).

The Company did not receive or pay a dividend during this year or the previous year.

The Company's wholly owned subsidiary, E C M Systems Limited, generated a profit before tax of £5,102,983 (2024 - £4,562,003) from sales totalling £13,693,085 (2024 - £11,354,358) and had a year-end net assets position of £13,017,829 (2024 - £9,839,281).

PRINCIPAL RISKS AND UNCERTAINTIES

The Company's principal financial instruments comprise a positive bank balance. The main purpose of these instruments is to finance the group's operation.

Price Risk

The group 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 group'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.

The Company is a holding company and therefore there is no price risk.

Liquidity Risk

The group's/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 group/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 group's debtors. Although the group has not experienced any significant bad debt, prudent credit control will remain in place to limit any potential future exposure.

SECTION 172(1) STATEMENT

The directors have a duty under section 172 of the Companies Act 2006 to act in the 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. In doing so, the directors have regard (amongst other matters) to the likely consequences of decisions in the long term, the interests of employees, relationships with suppliers, customers and others, the impact of the Company's operations on the community and environment, the desirability of maintaining a reputation for high standards of business conduct and the need to act fairly between members of the Company.

The Company was dormant throughout the year and did not undertake any trading activities. Its principal activity was the holding of its investment in its wholly owned trading subsidiary. Consequently, the decisions made by the directors during the year primarily related to the oversight of that investment and matters affecting the Company as a member of the wider group.

The directors regularly reviewed the financial performance, strategy and principal risks of the subsidiary and considered how decisions affecting the subsidiary would support the long-term success of both the subsidiary and the Company. Through this oversight, the directors considered the interests of the subsidiary's employees, customers, suppliers and other stakeholders, recognising that the value of the Company's investment is dependent upon the subsidiary maintaining sustainable and responsible business practices.

As the Company had no employees and did not maintain direct relationships with customers, suppliers or other business partners, engagement with these stakeholders occurred principally through the activities of the subsidiary and the wider group. The directors received information on significant matters affecting these stakeholders and considered such matters when exercising their oversight responsibilities.

The directors also considered the Company's role within the wider group and the impact of decisions on the group's long-term success, reputation and standards of business conduct. In making decisions during the year, the directors sought to act fairly between the Company's members and to promote the success of the Company for the benefit of its members as a whole.

The directors believe that, throughout the year, they have acted in accordance with their duties under section 172 of the Companies Act 2006.

ON BEHALF OF THE BOARD:

C McGinnis - Director

13th August 2026

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 our subsidiary to manage potential impacts.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st January 2025 to the date of this report.

C McGinnis

I J Ince

FINANCIAL INSTRUMENTS

The Company's principal financial instruments comprise a positive bank balance. The main purpose of these instruments is to finance the Company's operations.

GOING CONCERN

The Company's subsidiary 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.

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:

C McGinnis - Director

13th August 2026

Opinion

We have audited the financial statements of ECM Systems Holdings 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 loss 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.

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.

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.

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.

Paul Drant (Senior Statutory Auditor)

for and on behalf of Sadofskys

Statutory Auditors

Princes House

Wright Street

Hull

East Yorkshire

HU2 8HX

18th August 2026

TURNOVER

-

-

Administrative expenses

300

145

OPERATING LOSS and

LOSS BEFORE TAXATION

(300

)

(145

)

Tax on loss

4

-

-

LOSS FOR THE FINANCIAL YEAR

(300

)

(145

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(300

)

(145

)

FIXED ASSETS

Investments

5

4,788,465

4,764,629

CURRENT ASSETS

Debtors

6

-

18

Cash at bank

39,977

40,259

39,977

40,277

NET CURRENT ASSETS

39,977

40,277

TOTAL ASSETS LESS CURRENT LIABILITIES

4,828,442

4,804,906

CAPITAL AND RESERVES

Called up share capital

7

4,775,000

4,775,000

Capital contribution reserve

38,465

14,629

Retained earnings

14,977

15,277

SHAREHOLDERS' FUNDS

4,828,442

4,804,906

The financial statements were approved by the Board of Directors and authorised for issue on 13th August 2026 and were signed on its behalf by:

C McGinnis - Director

Called up

Capital

share

Retained

contribution

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1st January 2024

4,775,000

15,422

5,794

4,796,216

Changes in equity

Total comprehensive loss

-

(145

)

-

(145

)

Share-based compensation

-

-

8,835

8,835

Balance at 31st December 2024

4,775,000

15,277

14,629

4,804,906

Changes in equity

Total comprehensive loss

-

(300

)

-

(300

)

Share-based compensation

-

-

23,836

23,836

Balance at 31st December 2025

4,775,000

14,977

38,465

4,828,442

1.	STATUTORY INFORMATION

ECM Systems Holdings 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 (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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) and 12.29A;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23.

Preparation of consolidated financial statements

The financial statements contain information about ECM Systems Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The Company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Playtech plc, whose registered office is Ground Floor, St George's Court, Upper Church Street, Douglas, IM1 1EE, Isle Of Man.

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.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

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.

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.

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.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31st December 2025 nor for the year ended 31st December 2024.

The average number of employees during the year was NIL (2024 - NIL).

2025

2024

£

£

Directors' remuneration

-

-

4.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31st December 2025 nor for the year ended 31st December 2024.

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1st January 2025

4,764,629

Additions

23,836

At 31st December 2025

4,788,465

NET BOOK VALUE

At 31st December 2025

4,788,465

At 31st December 2024

4,764,629

The Company's investments at the Statement of Financial Position date in the share capital of companies include the following:

E C M Systems Limited

Registered office: MidCity Place, 71 High Holborn, London, WC1V 6EA

Nature of business: Manufacturers of electronic equipment

%

Class of shares:

holding

Ordinary

100.00

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

VAT

-

18

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

48,000

Ordinary A

£1

48,000

48,000

27,000

Ordinary B

£1

27,000

27,000

25,000

Ordinary C

£1

25,000

25,000

4,675,000

Preference

£1

4,675,000

4,675,000

4,775,000

4,775,000

The Ordinary A, B, and C 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 subject to the prior rights of the preference shares.

The Preference shares have the following rights:

1. There are no voting rights in any circumstances.

2. They are not entitled to dividend payments or any other distributions.

3. They are entitled to receive the amount paid up in priority to any distribution to holders of the Ordinary shares arising from the winding up of the Company or the proceeds of a sale of the entire issued share capital of the Company.

8.	ULTIMATE PARENT COMPANY

Playtech plc (incorporated in the Isle of Man ) is regarded by the directors as being the Company's ultimate parent company.