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Registered number: 13715581 (England and Wales) 1/ST GLOBAL WAGERING SOLUTIONS LTD DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1/ST GLOBAL WAGERING SOLUTIONS LTD
COMPANY INFORMATION
Directors | S Fraser
| A R Butler
Company secretary | Bird & Bird Company Secretaries Limited
Registered number | 13715581
Registered office | 12 New Fetter Lane
| London
| England
| EC4A 1JP
Independent auditors | ZEDRA Audit & Assurance (UK) Limited
1/ST GLOBAL WAGERING SOLUTIONS LTD
CONTENTS
| Page
Balance Sheet | 1 - 2
Notes to the Financial Statements | 3 - 8
1/ST GLOBAL WAGERING SOLUTIONS LTD REGISTERED NUMBER:13715581
BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 4 |  | 32,807 |  | -
Investments | 5 |  | 50 |  | -
|  |  | 32,857 |  | -
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 6 | 330,907 |  | 317,824 |
Cash at bank and in hand |  | 261,502 |  | 33,885 |
|  | 592,409 |  | 351,709 |
Creditors: amounts falling due within one year | 7 | (531,407) |  | (291,896) |
Net current assets |  |  | 61,002 |  | 59,813
Total assets less current liabilities |  |  | 93,859 |  | 59,813
Net assets |  |  | 93,859 |  | 59,813
Page 1
1/ST GLOBAL WAGERING SOLUTIONS LTD REGISTERED NUMBER:13715581
BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Capital and reserves |  |  |  |  |
Called up share capital | 8 |  | 1 |  | 1
Profit and loss account |  |  | 93,858 |  | 59,812
|  |  | 93,859 |  | 59,813
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
S Fraser
Director
Date: 18 August 2026
The notes on pages 3 to 8 form part of these financial statements. Page 2
1/ST GLOBAL WAGERING SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 1.Accounting policies
| 1.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The following principal accounting policies have been applied:
| 1.2 | Going concern
The Company is in a net asset position. Despite this position, due to the Company's business model being solely a transfer pricing arrangement with 1ST Global Wagering Solutions, LLC, the parent company, and AmTote International, Inc., a fellow group company. The Company is reliant upon continued support of these companies in order to remain a going concern. The Company has received written confirmation from 1ST Global Wagering Solutions, LLC. and AmTote International, Inc. that they will continue to provide financial support for a period of at least 12 months from the date of signing these financial statements. In assessing the Company's ability to continue as a going concern, the directors have also considered the availability of financing, through a review of the parent company's financial position and forecasts for a period of at least 12 months from the date of signing these financial statements. On the basis that financial support continues, the directors are confident that the Company will continue to be able to meet obligations as liabilities fall due. For these reasons, the directors continue to adopt the going concern basis in preparing these financial statements.
| 1.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Page 3
1/ST GLOBAL WAGERING SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 1.Accounting policies (continued)
| 1.4 | Turnover
Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Rendering of services Turnover is recognised on a cost plus 5% basis, in line with the intercompany service agreements with the parent company and the fellow group company. Intercompany turnover is recognised when all of the following conditions are satisfied: ∙the amount of turnover can be measured reliably; ∙it is probable that the Company will receive the consideration due under the intercompany service agreement; and ∙the costs incurred under the intercompany service agreement can be measured reliably.
| 1.5 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 1.6 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 1.7 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Page 4
1/ST GLOBAL WAGERING SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 1.Accounting policies (continued)
| 1.8 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. The estimated useful lives range as follows:
|  |  |  | Fixtures and fittings | - | 3 - 5 years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 1.9 | Valuation of investments
Investments represent an investment in a Joint Venture. Joint Ventures are measured at cost less accumulated impairment.
| 1.10 | Debtors
Short term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.
| 1.11 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash held on deposit by service providers is included within bank and cash balances, as these amounts are highly liquid and repayable without penalty on notice of not more than 24 hours.
| 1.12 | Creditors
Short term creditors are measured at the transaction price. Amounts owed to group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.
2. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified. The audit report was signed on 24 August 2026 by Adam Wildbore FCCA (Senior Statutory Auditor) on behalf of ZEDRA Audit & Assurance (UK) Limited. Page 5
1/ST GLOBAL WAGERING SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Employees
| The average monthly number of employees, during the year was 12 (2024 - 8).
4. | Tangible fixed assets
|  | Fixtures and fittings
|  | £
| Cost or valuation |
| Additions | 42,993
| At 31 December 2025 | 42,993
| Depreciation |
| Charge for the year on owned assets | 10,186
| At 31 December 2025 | 10,186
| Net book value |
| At 31 December 2025 | 32,807
| At 31 December 2024 | -
5. | Fixed asset investments
|  | Investment in joint ventures
|  | £
| Cost or valuation |
| Additions | 50
| At 31 December 2025 | 50
Page 6
1/ST GLOBAL WAGERING SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 129,750 | 312,732
| Amounts owed by joint ventures | 115,329 | -
| Other debtors | 56,208 | -
| Prepayments and accrued income | 29,619 | 5,000
| Tax recoverable | - | 92
|  | 330,906 | 317,824
7. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 7,670 | -
| Amounts owed to group undertakings | 272,714 | 140,000
| Amounts owed to joint ventures | 115,329 | -
| Corporation tax | 15,307 | 15,602
| Other taxation and social security | 82,325 | 28,398
| Other creditors | 24,536 | 4,737
| Accruals and deferred income | 13,526 | 103,159
|  | 531,407 | 291,896
8. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2024 - 1) Ordinary share of £1.00 | 1 | 1
9. | Related party transactions
| During the year, the company advanced a loan of £115,329 to the joint venture. At the balance sheet date, the amount outstanding was £115,329 (2024: £NIL). The loan is unsecured, interest-free and repayable by 31 December 2026.
Page 7
1/ST GLOBAL WAGERING SOLUTIONS LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Controlling party
Ontario, Inc. is the parent company of the smallest group for which consolidated financial statements are drawn up of which the Company is a member. The registered office of the parent company is 95 Eric T. Smith Way, Aurora, Ontario, Canada, L4G 0Z6.
11. | Post balance sheet events
There were no adjusting or non-adjusting post balance sheet events occuring between the end of the reporting period and the date these financial statements were approved.
Page 8