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REGISTERED NUMBER: 07395813 (England and Wales)


























Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 December 2025

for

Push Gaming Limited

Push Gaming Limited (Registered number: 07395813)






Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2025




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

Consolidated Income Statement 7

Consolidated Other Comprehensive Income 8

Consolidated Balance Sheet 9

Company Balance Sheet 10

Consolidated Statement of Changes in Equity 11

Company Statement of Changes in Equity 12

Consolidated Cash Flow Statement 13

Notes to the Consolidated Cash Flow Statement 14

Notes to the Consolidated Financial Statements 15


Push Gaming Limited

Company Information
for the Year Ended 31 December 2025







DIRECTORS: W P Lee
J R Marshall



REGISTERED OFFICE: 10th Floor
10 East Road
London
N1 6AD



REGISTERED NUMBER: 07395813 (England and Wales)



SENIOR STATUTORY AUDITOR: Paul Colcomb FCCA



AUDITORS: Wright Vigar Limited
Statutory Auditors
Chartered Accountants & Business Advisers
15 Newland
Lincoln
Lincolnshire
LN1 1XG

Push Gaming Limited (Registered number: 07395813)

Group Strategic Report
for the Year Ended 31 December 2025

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

Purpose of the Report
This strategic report aims to provide shareholders with a comprehensive view of Push Gaming Limited's business activities, financial performance, and strategic direction for the year ended 31 December 2025.

Company Overview
Push Gaming Limited serves as the central manufacturing entity within the Push Gaming Group, tasked with the development, maintenance, hosting, and ongoing support of the various components that make up the gambling system, including the game, platform, and random number generator (RNG) elements. Through intra-group agreements, the intellectual property (IP) generated by Push Gaming Limited is transferred to and owned by Push Gaming Product Limited.

REVIEW OF BUSINESS
Financial Performance
For the year ended 31 December 2025, Push Gaming Limited achieved a revenue of £13,524,745, reflecting a 38.3% decline from the previous year. Loss before tax was £9,391,532 in comparison to a profit before tax of £1,007,379 in the previous year. The performance of the company is dependent on the performance of the Push Gaming group and the transfer pricing requirements so can fluctuate year on year.

PRINCIPAL RISKS AND UNCERTAINTIES
Push Gaming Limited acknowledges potential risks associated with its shift in strategy towards the group tech/hub development function. However, the company ensures the business continuity and resilience in a competitive market environment.

CORPORATE GOVERNANCE
Board Composition and Roles
Our Board of Directors comprises two members. The Board is responsible for overseeing the strategic direction and governance of the company.

Governance Practices
Push Gaming Limited adheres to the UK Corporate Governance Code, ensuring transparency, accountability, and integrity in all our operations. We conduct regular reviews of our governance practices to align with best practices and stakeholder expectations.

Stakeholder Engagement
We engage with our stakeholders, ensuring their views are considered in our decision-making process.

CORPORATE SOCIAL RESPONSIBILITY (CSR)
CSR Initiatives
In 2025, Push Gaming Limited demonstrated its commitment to social responsibility by making donations to charities supporting individuals with gambling addictions.

CONCLUSION
Summary of Key Points
In 2025, Push Gaming Limited achieved significant milestones in financial performance, strategic initiatives, and corporate governance. We remain committed to our long-term goals and are well-positioned to capitalize on future opportunities.

ON BEHALF OF THE BOARD:





W P Lee - Director


7 September 2026

Push Gaming Limited (Registered number: 07395813)

Report of the Directors
for the Year Ended 31 December 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of development of gaming apps.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2025.

The loss for the year, after taxation, amounted to £6,854,764 (2024: profit of £493,971).

The directors do not recommend payment of a final dividend.

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

W P Lee
J R Marshall

FINANCIAL INSTRUMENTS
Treasury operations and financial instruments
The company operates a treasury function which is responsible for managing the liquidity, interest and foreign currency risks associated with the company’s activities.
The company’s principal financial instruments include investment in equity shares, trade debtors and trade creditors arising directly from its operations. The financial risks affecting the company are monitored and reviewed by the directors on a regular basis.

FOREIGN CURRENCY RISK
The company is exposed to the functional currency from its customers and suppliers trade in foreign currencies. It is the policy of the company to have these currency bank accounts in the same currency to minimise the risk.

CREDIT RISK
Investments of cash surpluses are made through banks and companies which must fulfil credit rating criteria approved by the Board. All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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;
- 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 group'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 group's auditors are aware of that information.

Push Gaming Limited (Registered number: 07395813)

Report of the Directors
for the Year Ended 31 December 2025


AUDITORS
The auditors, Wright Vigar Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





W P Lee - Director


7 September 2026

Report of the Independent Auditors to the Members of
Push Gaming Limited

Opinion
We have audited the financial statements of Push Gaming Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 December 2025 and of the group's 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 group 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 group's and the parent 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 Group 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company 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.

Report of the Independent Auditors to the Members of
Push Gaming Limited


Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 group's and the parent 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 group or the parent 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 work is performed to include an assessment of the susceptibility of the entity's financial statements to material misstatement, including the risk of fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

In identifying and assessing risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:
- We plan our work to gain an understanding of the significant laws and regulations that are of significance to the entity and the sector in which they operate. We perform our work to ensure that the entity is complying with its legal and regulatory framework.
- We obtained an understanding of how the company is complying with those legal and regulatory frameworks by making inquiries to the management and people charged with governance.
We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
- Substantive procedures performed in accordance with the ISAs (UK).
- Challenging assumptions and judgments made by management in its significant accounting estimates.
- Identifying and testing journal entries, in particular material journal entries and an assessment of year end journals.
- Assessing the extent of compliance with the relevant laws and regulations.

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 Colcomb FCCA (Senior Statutory Auditor)
for and on behalf of Wright Vigar Limited
Statutory Auditors
Chartered Accountants & Business Advisers
15 Newland
Lincoln
Lincolnshire
LN1 1XG

7 September 2026

Push Gaming Limited (Registered number: 07395813)

Consolidated
Income Statement
for the Year Ended 31 December 2025

2025 2024
Notes £    £   

TURNOVER 3 13,524,745 21,922,936

Cost of sales 10,865,303 8,341,292
GROSS PROFIT 2,659,442 13,581,644

Administrative expenses 11,815,020 12,578,882
(9,155,578 ) 1,002,762

Other operating income - 2,533
OPERATING (LOSS)/PROFIT 5 (9,155,578 ) 1,005,295

Interest receivable and similar income 6 2,834 2,084
(9,152,744 ) 1,007,379

Interest payable and similar expenses 7 238,788 -
(LOSS)/PROFIT BEFORE TAXATION (9,391,532 ) 1,007,379

Tax on (loss)/profit 8 (2,536,768 ) 513,408
(LOSS)/PROFIT FOR THE FINANCIAL YEAR (6,854,764 ) 493,971
(Loss)/profit attributable to:
Owners of the parent (6,854,764 ) 493,971

Push Gaming Limited (Registered number: 07395813)

Consolidated
Other Comprehensive Income
for the Year Ended 31 December 2025

2025 2024
Notes £    £   

(LOSS)/PROFIT FOR THE YEAR (6,854,764 ) 493,971


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(6,854,764

)

493,971

Total comprehensive income attributable to:
Owners of the parent (6,854,764 ) 493,971

Push Gaming Limited (Registered number: 07395813)

Consolidated Balance Sheet
31 December 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 10 110,152 138,234
Investments 11 - -
110,152 138,234

CURRENT ASSETS
Debtors 12 43,061,019 27,674,002
Cash at bank 531,891 272,744
43,592,910 27,946,746
CREDITORS
Amounts falling due within one year 13 29,064,504 6,591,658
NET CURRENT ASSETS 14,528,406 21,355,088
TOTAL ASSETS LESS CURRENT
LIABILITIES

14,638,558

21,493,322

CAPITAL AND RESERVES
Called up share capital 15 3,101 3,101
Share premium 16 2,584,703 2,584,703
Retained earnings 16 12,050,754 18,905,518
SHAREHOLDERS' FUNDS 14,638,558 21,493,322

The financial statements were approved by the Board of Directors and authorised for issue on 7 September 2026 and were signed on its behalf by:





W P Lee - Director


Push Gaming Limited (Registered number: 07395813)

Company Balance Sheet
31 December 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 10 110,152 138,235
Investments 11 - -
110,152 138,235

CURRENT ASSETS
Debtors 12 43,061,019 27,674,002
Cash at bank 531,891 272,744
43,592,910 27,946,746
CREDITORS
Amounts falling due within one year 13 29,064,505 6,591,659
NET CURRENT ASSETS 14,528,405 21,355,087
TOTAL ASSETS LESS CURRENT
LIABILITIES

14,638,557

21,493,322

CAPITAL AND RESERVES
Called up share capital 15 3,101 3,101
Share premium 16 2,584,703 2,584,703
Retained earnings 16 12,050,753 18,905,518
SHAREHOLDERS' FUNDS 14,638,557 21,493,322

Company's (loss)/profit for the financial year (6,854,765 ) 99,551

The financial statements were approved by the Board of Directors and authorised for issue on 7 September 2026 and were signed on its behalf by:





W P Lee - Director


Push Gaming Limited (Registered number: 07395813)

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2025

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 January 2024 3,101 18,411,547 2,584,703 20,999,351

Changes in equity
Total comprehensive income - 493,971 - 493,971
Balance at 31 December 2024 3,101 18,905,518 2,584,703 21,493,322

Changes in equity
Total comprehensive income - (6,854,764 ) - (6,854,764 )
Balance at 31 December 2025 3,101 12,050,754 2,584,703 14,638,558

Push Gaming Limited (Registered number: 07395813)

Company Statement of Changes in Equity
for the Year Ended 31 December 2025

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 January 2024 3,101 18,805,967 2,584,703 21,393,771

Changes in equity
Total comprehensive income - 99,551 - 99,551
Balance at 31 December 2024 3,101 18,905,518 2,584,703 21,493,322

Changes in equity
Total comprehensive income - (6,854,765 ) - (6,854,765 )
Balance at 31 December 2025 3,101 12,050,753 2,584,703 14,638,557

Push Gaming Limited (Registered number: 07395813)

Consolidated Cash Flow Statement
for the Year Ended 31 December 2025

2025 2024
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 422,960 (714,354 )
Interest paid (238,788 ) -
Tax paid 130,273 -
Net cash from operating activities 314,445 (714,354 )

Cash flows from investing activities
Purchase of tangible fixed assets (59,160 ) (97,005 )
Sale of tangible fixed assets 1,028 -
Interest received 2,834 2,084
Net cash from investing activities (55,298 ) (94,921 )

Increase/(decrease) in cash and cash equivalents 259,147 (809,275 )
Cash and cash equivalents at beginning
of year

2

272,744

1,082,019

Cash and cash equivalents at end of year 2 531,891 272,744

Push Gaming Limited (Registered number: 07395813)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 December 2025

1. RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025 2024
£    £   
(Loss)/profit before taxation (9,391,532 ) 1,007,379
Depreciation charges 87,242 98,533
Profit on disposal of fixed assets (1,028 ) -
Finance costs 238,788 -
Finance income (2,834 ) (2,084 )
(9,069,364 ) 1,103,828
(Increase)/decrease in trade and other debtors (12,980,522 ) 502,120
Increase/(decrease) in trade and other creditors 22,472,846 (2,320,302 )
Cash generated from operations 422,960 (714,354 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025
31.12.25 1.1.25
£    £   
Cash and cash equivalents 531,891 272,744
Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 272,744 1,082,019


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25 Cash flow At 31.12.25
£    £    £   
Net cash
Cash at bank 272,744 259,147 531,891
272,744 259,147 531,891
Total 272,744 259,147 531,891

Push Gaming Limited (Registered number: 07395813)

Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2025

1. STATUTORY INFORMATION

Push Gaming Limited 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 General Information page.

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.

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 £.

Going Concern
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. The company receives support from a group company for the continued operations and to meet the company's liabilities as and when they fall due. The support is expected to remain in place for at least 12 months from the date of approval of the financial statements. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the provision of services (Intercompany sales and income from relax platform) is recognised on completion and delivery to the customer, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Office and computer equipment3 years

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.

Push Gaming Limited (Registered number: 07395813)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial instruments
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.

Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets
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.

Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities
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.

Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.


Push Gaming Limited (Registered number: 07395813)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued
Taxation
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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.

Research and development
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet 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
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Investments in subsidiaries
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Push Gaming Limited (Registered number: 07395813)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

2. ACCOUNTING POLICIES - continued

Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

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.

Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company

3. TURNOVER

The turnover and loss (2024 - profit) before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2025 2024
£    £   
Sales - Intercompany 13,524,745 21,922,936
13,524,745 21,922,936

4. EMPLOYEES AND DIRECTORS
2025 2024
£    £   
Wages and salaries 7,958,436 7,077,607
Social security costs 932,219 739,611
Other pension costs 214,342 186,739
9,104,997 8,003,957

The average number of employees during the year was as follows:
2025 2024

Game development 27 27
Platform 24 23
Art 10 10
QA 6 6
Math 13 11
Audio 7 6
HR 6 7
Product 14 14
Marketing 4 5
Other departments 19 14
130 123

The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2024 - NIL).

Push Gaming Limited (Registered number: 07395813)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

4. EMPLOYEES AND DIRECTORS - continued

2025 2024
£    £   
Directors' remuneration 260,000 260,000

Information regarding the highest paid director is as follows:
2025 2024
£    £   
Emoluments etc 130,000 130,000

The number of Directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024: 2).

5. OPERATING (LOSS)/PROFIT

The operating loss (2024 - operating profit) is stated after charging/(crediting):

2025 2024
£    £   
Other operating leases 287,260 297,489
Depreciation - owned assets 87,242 98,534
Profit on disposal of fixed assets (1,028 ) -
Auditors' remuneration 22,800 20,800
Auditors' remuneration for non audit work 7,800 3,200
Foreign exchange differences 150,196 954,937

6. INTEREST RECEIVABLE AND SIMILAR INCOME
2025 2024
£    £   
Deposit account interest 2,834 2,084

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2025 2024
£    £   
Intra group interest payable 238,788 -

8. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the loss for the year was as follows:
2025 2024
£    £   
Current tax:
Prior year over provision (130,273 ) -

Deferred tax (2,406,495 ) 513,408
Tax on (loss)/profit (2,536,768 ) 513,408

UK corporation tax has been charged at 25 % (2024 - 25 %).

Push Gaming Limited (Registered number: 07395813)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

8. TAXATION - continued

Reconciliation of total tax (credit)/charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025 2024
£    £   
(Loss)/profit before tax (9,391,532 ) 1,007,379
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of
25 % (2024 - 25 %)

(2,347,883

)

251,845

Effects of:
Expenses not deductible for tax purposes 35,922 255,312
Income not taxable for tax purposes (2,834 ) (2,084 )
Depreciation in excess of capital allowances 7,021 1,528
Adjustments to tax charge in respect of previous periods (130,273 ) 6,807
Deferred tax not provided (98,721 ) -
Total tax (credit)/charge (2,536,768 ) 513,408

9. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


10. TANGIBLE FIXED ASSETS

Group
Improvements
to Computer
property equipment Totals
£    £    £   
COST
At 1 January 2025 - 499,125 499,125
Additions 2,160 57,000 59,160
Disposals - (4,596 ) (4,596 )
At 31 December 2025 2,160 551,529 553,689
DEPRECIATION
At 1 January 2025 - 360,891 360,891
Charge for year 300 86,942 87,242
Eliminated on disposal - (4,596 ) (4,596 )
At 31 December 2025 300 443,237 443,537
NET BOOK VALUE
At 31 December 2025 1,860 108,292 110,152
At 31 December 2024 - 138,234 138,234

Push Gaming Limited (Registered number: 07395813)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

10. TANGIBLE FIXED ASSETS - continued

Company
Improvements
to Computer
property equipment Totals
£    £    £   
COST
At 1 January 2025 - 496,015 496,015
Additions 2,160 56,999 59,159
Disposals - (1,485 ) (1,485 )
At 31 December 2025 2,160 551,529 553,689
DEPRECIATION
At 1 January 2025 - 357,780 357,780
Charge for year 300 86,942 87,242
Eliminated on disposal - (1,485 ) (1,485 )
At 31 December 2025 300 443,237 443,537
NET BOOK VALUE
At 31 December 2025 1,860 108,292 110,152
At 31 December 2024 - 138,235 138,235

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 January 2025
and 31 December 2025 47,975
PROVISIONS
At 1 January 2025
and 31 December 2025 47,975
NET BOOK VALUE
At 31 December 2025 -
At 31 December 2024 -

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

Game Server Integrations Limited
Registered office: Mor Workspace, Treloggan Lane, Newquay, England, TR7 2FP
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

The entity has taken an exemption under Section 479A of the Companies Act 2006. The financial statements of the subsidiary undertaking used in the preparation of these consolidated financial statements are drawn up to 30 September 2025. This date differs from the parent company's reporting date of 31 December 2025. The effect of significant transactions and events occurring in the intervening period has been considered in preparing the consolidated financial statements.


Push Gaming Limited (Registered number: 07395813)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

12. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Amounts owed by group undertakings 39,113,764 26,273,520 39,113,764 26,273,520
Other debtors 511,922 464,207 511,922 464,207
Deferred tax asset 2,935,056 528,561 2,935,056 528,561
Prepayments and accrued income 500,277 407,714 500,277 407,714
43,061,019 27,674,002 43,061,019 27,674,002

Deferred tax asset
Group Company
2025 2024 2025 2024
£    £    £    £   
Deferred tax 2,935,056 528,561 2,935,056 528,561

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Trade creditors 551,933 431,866 551,933 431,866
Amounts owed to group undertakings 26,981,520 5,895,225 26,981,520 5,895,225
Social security and other taxes 745,655 93,788 745,655 93,788
Other creditors 122,309 78,279 122,310 78,280
Accruals and deferred income 663,087 92,500 663,087 92,500
29,064,504 6,591,658 29,064,505 6,591,659

14. DEFERRED TAX

Group
£   
Balance at 1 January 2025 (528,561 )
Credit to Income Statement during year (2,406,495 )
Balance at 31 December 2025 (2,935,056 )

Company
£   
Balance at 1 January 2025 (528,561 )
Credit to Income Statement during year (2,406,495 )
Balance at 31 December 2025 (2,935,056 )

15. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: £    £   
3,101 Ordinary £1 3,101 3,101

Push Gaming Limited (Registered number: 07395813)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2025

16. RESERVES

Group
Retained Share
earnings premium Totals
£    £    £   

At 1 January 2025 18,905,518 2,584,703 21,490,221
Deficit for the year (6,854,764 ) (6,854,764 )
At 31 December 2025 12,050,754 2,584,703 14,635,457

Company
Retained Share
earnings premium Totals
£    £    £   

At 1 January 2025 18,905,518 2,584,703 21,490,221
Deficit for the year (6,854,765 ) (6,854,765 )
At 31 December 2025 12,050,753 2,584,703 14,635,456


17. PENSION COMMITMENTS

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £222,142 (2024: £194,539). Contributions totalling £52,678 (2024: £56,482) were payable to the fund at the balance sheet date and are included in creditors.

18. ULTIMATE PARENT COMPANY

MGM Resorts International (incorporated in USA ) is regarded by the directors as being the company's ultimate parent company.