Introduction
The directors present their strategic report for Hard Rock Digital Operations (UK) Limited (hereafter ‘Hard Rock’ or ‘the Company’) for the year ended 31 December 2025.
The principal activity of the company is that of providing management and administrative services and contract research and development services to its parent company.
Concentration Risk - The profits of the Company depend on providing services to a single parent company and it is its only source of income. To the extent that the business of this single customer deteriorates, or are adversely affected, the Company’s revenue stream from this source may be adversely impacted. The Company regularly manages this risk by approval of budgets and forecasts for the services with the parent company and ensuring accurate and timely financial information is provided on a monthly basis to the parent company.
Financial and cashflow risk – The Company relies on the parent company which generates strong cash flows and it is expected that sufficient funds will be available for on-going operations and future developments.
Compliance with regulations and changes in legislation – The Company provides services to the parent company in the online gambling market which is a highly regulated sector, there is a risk that failure to comply with the regulations could lead to reputational damages and fines from regulators which may have a negative impact on the parent company. Compliance with regulation is constantly monitored along with periodic training being provided to all staff to ensure continued compliance with the regulations.
Key people - The ability to retain current staff as well as the ability to recruit new staff is crucial for the Company's future development. There is a risk that sector experienced management or key persons could mean that important knowledge is lost, or that there is a risk the cost of hiring and retaining employees negatively affects the ability to provide these services to the parent company. The expertise of the Company's people is a key source of competitive advantage and the Company’s remuneration and incentive packages are reviewed regularly to retain and incentivise key staff. The Company also provides an attractive, diverse, inclusive and collaborative working environment and culture with its remote working practices and investment in training and development and ensuring high engagement with core company values.
The audited financial statements for the period ending 31 December 2025 are set out from page 8 to 11. The profit for the year ended 31 December 2025 was £2.1m (17 month period ended period 31 December 2024: £1.2m). Revenue for the year was £24.3m (2024: £18.0m) generated from services provided to the parent company. All expenses of the company were incurred in performing these services with £22.1m (2024: £16.3m) in Costs of Sales mainly relating to wages and salaries from employees.
Net assets at 31 December 2025 were £3.2m (2024:£1.2m) which included and Cash balances of £0.3m (2024: £0.1m).
The Directors do not propose a dividend.
Vision and strategy
The Company is a service provider which helps streamline their non-core functions by attracting sector experienced people located in the UK, Ireland, Isle of Man and Malta. The Company attracts expertise in online gaming largely from mature European based operators to support the parent company’s global operations.
Understanding and maintaining the interests of the parent company forms the key basis for the long term strategy and success of the Company as the Company is reliant on understanding the services and hiring requirements to underpin the Company’s operations.
The board review a range of performance measures to monitor and manage the business. Some of the key performance measures are set out below:
| Year ended 31 December 2025 | Period ended 31 December 2024 |
Revenue | £24.3m | £18.0m |
Gross profit | £2.2m | £1.6m |
Profit before Tax | £2.8m | £1.5m |
Average headcount | 151 | 55 |
Revenue per head | £0.2m | £0.3m |
At the time of approving the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The Company provides management and administrative services and contract research and development services to its parent company.
Understanding and maintaining the interests of the parent company forms the key basis for the long term strategy and success of the Company as the Company is reliant on understanding the services and hiring requirements to underpin the Company’s operations.
In accordance with the company's articles, a resolution proposing that Parsons Accountants Ltd be reappointed as auditor of the company will be put at a General Meeting.
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; and
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.
Following the year end, certain employees of the company became members of a shares scheme established by another group company. The group company is responsible for settling any liabilities that arise under the scheme. This scheme is separate to the scheme that is already in place, which is disclosed in note 17.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium sized companies exemption.
We have audited the financial statements of Hard Rock Digital Operations (UK) Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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 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, taxation legislation, data protection, anti-bribery, employment and health and safety legislation;
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 the 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;
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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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 an auditor's report 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.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
Hard Rock Digital Operations (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Cannon Place, 78 Cannon Street, London, EC4N 6AF.
These financial statements cover the year ended 31 December 2025. The comparative information is presented for the period from 3 August 2023 (date of incorporation) to 31 December 2024, which was the Company's first accounting period and was longer than twelve months.
The extended comparative period was adopted to align the Company's financial year-end with those of fellow group companies and to provide a more meaningful view of the Company's initial trading performance.
Accordingly, the comparative amounts presented in these financial statements, including the related notes, are not entirely comparable with those for the current year due to the differing lengths of the reporting periods.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
As part of its 2024 periodic review, the Financial Reporting Council (FRC) issued significant amendments to FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland, which are effective for accounting periods beginning on or after 1 January 2026. The Company has chosen to early adopt these amendments as permitted by the standard. The financial statements have therefore been prepared in accordance with FRS 102, incorporating the revised requirements issued in 2024.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
In 2021, Original Interactive Partners LLC (“OIP Member”), a member of Seminole Hard Rock Digital, LLC (“SHRD”), established a plan (the “Plan”) to grant equity-based incentives to certain employees of the Hard Rock Digital Operations UK Limited. Certain Plan participants were subsequently employed by the Company following the applicable grant. Each option under the Plan grants the holder the right to purchase a specified number of membership units in OIP Member at a stated exercise price, as determined in the option grant agreement. These options vest over a four-year period. However, unit options under the Plan cannot be exercised unless and until a “Liquidity Event” occurs. As defined in the Plan, a “Liquidity Event” means the earliest to occur of a merger, change in control or other events as described in the related documents. If no Liquidity Event occurs, the options remain unexercisable and effectively have no realisable economic value to the holders.
During the reporting period, management have assessed the likelihood of a Liquidity event occurring and concluded that no such event is probable at this stage. As a result, the Company has determined that the options have no realisable value to the holders and accordingly the Company has not recognised share-based payment expenses related to the options.
At inception, the company assesses whether a contract is, or contains, a lease. A lease arises where the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control of the use of an asset occurs where the company has both the right to direct the use of the asset, and the right to obtain substantially all the economic benefits from that use.
Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within the same line items on the Balance sheet as owned assets.
The right-of-use asset is initially measured at cost, which comprises the initial measurement of the lease liability adjusted for lease payments made at or before the commencement date less any lease incentives or grants received, plus initial direct costs and an estimate of the cost of obligations to dismantle, remove or restore the underlying asset and the site on which it is located.
The right-of-use asset is subsequently adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term, and is periodically reduced by impairment losses, if any.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate or the company’s obtainable borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be payable under residual value guarantees, the exercise price of any purchase options that the company is reasonably certain to exercise, and any penalties for early termination of a lease.
At each financial period end, the lease liability is adjusted to reflect payments made and interest accrued. Also, the lease liability is remeasured to reflect lease modifications and any changes to the factors considered at initial measurement, as set out above. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or recognised in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
Research and development expenditure
Research and development expenditure is written off against profits in the year in which it is incurred.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The judgements and estimates with the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
During the reporting period, management have assessed the likelihood of a Liquidity event occurring and concluded that no such event is probable at this stage. As a result, the Company has determined that the options have no realisable value to the holders and accordingly the Company has not recognised share-based payment expenses related to the options. Refer to Note 17 for further details.
At the reporting date, the Company holds a significant intercompany debtor balance. The directors have assessed the recoverability of this balance, taking into account the financial position and expected future cash flows of the related party. Based on this assessment, the directors are satisfied that the balance is fully recoverable and that no provision is required.
The Company is of medium size and thus claimed the exemption from disclosing in these financial statements the non-audit fees payable to the auditor.
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
Further information on the lease liabilities in relation to right-of-use assets where Hard Rock Digital Operations (UK) Limited is a lessee is disclosed in the Lease liabilities note below.
Amounts owed by group undertakings are unsecured, interest-free and repayable on demand.
Amounts owed to group undertakings are unsecured, interest-free and repayable on demand.
Finance lease payments represent rentals payable by the company for the Right of use assets recognised. The average lease term is five years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. Interest of £9,415 (2024: £7,194) was recognised in the Statement of Comprehensive Income in relation to the lease liability.
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
The deferred tax asset set out above is expected to reverse within 12 months and relates to timing differences with respect to unpaid pension contributions.
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
All shares rank pari passu in all respects.
In 2021, Original Interactive Partners LLC (“OIP Member”), a member of Seminole Hard Rock Digital, LLC (“SHRD”), established a plan (the “Plan”) to grant equity-based incentives to certain employees of the Hard Rock Digital Operations UK Limited. Certain Plan participants were subsequently employed by the Company following the applicable grant. Each option under the Plan grants the holder the right to purchase a specified number of membership units in OIP Member at a stated exercise price, as determined in the option grant agreement. These options vest over a four-year period. However, unit options under the Plan cannot be exercised unless and until a “Liquidity Event” occurs. As defined in the Plan, a “Liquidity Event” means the earliest to occur of a merger, change in control or other events as described in the related documents. If no Liquidity Event occurs, the options remain unexercisable and effectively have no realisable economic value to the holders.
As at 31st December 2025, no options were exercisable as no liquidity event had occurred.
During the reporting period, management have assessed the likelihood of a Liquidity event occurring and concluded that no such event is probable at this stage. As a result, the Company has determined that the options have no realisable value to the holders and accordingly the Company has not recognised share-based payment expenses related to the options.
Following the year end, certain employees of the company became members of a shares scheme established by another group company. The group company is responsible for settling any liabilities that arise under the scheme. This scheme is separate to the scheme that is already in place, which is disclosed in note 17.
During the period, a company outside of the group under common ownership incurred expenses on behalf of Hard Rock Digital Operations (UK) Limited totalling £NIL (2024:£3,467,326). The amount that remained payable at the year-end and disclosed within other creditors was £NIL (2024:£48,329).
Remuneration of key management personnel
There are no individuals categorised as key management personnel outside the directors, which are separately disclosed in the directors' remuneration disclosure.
Intercompany transactions
The Company has taken advantage of the exemption made available in Section 33.1A of FRS102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" from the requirement to disclose related party transactions with wholly owned group companies.