Gatherwell Limited

Company Number 08675983

Annual Report - 30 June 2026

2

Gatherwell Limited

Corporate directory

30 June 2026

Directors

Mr M Veverka

Mr P Wright

Mr J W Plimbley

Mr T Watson

Company number

08675983

Registered office

Colony Flint Glass Works

Jersey Street

Ancoats

Manchester

M4 6JW

Auditors

Ernst & Young LLP

Bedford House

16 Bedford Street

Belfast

BT2 7DT

3

Gatherwell Limited

Directors' report

30 June 2026

The directors present their annual report, together with the financial statements, of Gatherwell Limited (hereinafter "the company") for the year ended 30 June 2026.

Principal activities

The principal activity of the company continued to be that of an ‘External Lottery Manager’, licensed by the Gambling Commission, to provide and administer online lottery services to support UK charities, good causes, schools and Local Authorities with their fundraising.

Going concern

In preparing the financial statements, the directors have considered the ability of the company to continue as a going concern and in doing so taking into account the market, customer and regulatory changes on its financial condition, liquidity, operations and workforce to inform their decisions to 31 December 2027.



The directors have reviewed the latest financial information and prepared cash flow forecasts identifying all known contractual cash commitments to 31 December 2027 and compared this to current cash holdings.



The directors have considered reasonably possible changes in the assumptions or scenarios and noted that they would not give rise to any going concern conditions and similarly the directors have performed a worst case scenario and concluded that such a scenario is remote.



The business development pipeline of new lottery and prize draw clients is strong with a healthy number of launches underway. Lottery and prize draw ticket sales revenue is growing and coupled with disciplined cost management, the company continues to perform well despite significant inflationary pressures.



The directors have concluded that there are no material uncertainties that lead to significant doubt upon the company’s ability to continue as a going concern and therefore the directors believe that it remains appropriate to prepare the financial statements on the going concern basis.

Financial review

The profit for the company after providing for income tax amounted to £810,332 (30 June 2025: £798,395).

The company made a profit before tax for the year ended 30 June 2026 of £1,077,552 (2025: £1,060,298) and at the balance sheet date had net current assets of £3,486,958 (2025: £2,674,983) and net assets of £3,489,350 (2025: £2,677,086).

Profits increased due to new business wins and disciplined cost management, despite paying out a record number of self-funded jackpots during the year.



During the year, there were no Jumbo Win investments made (2025: £139,850) and no impacts of non-recurring other income (2025: £226,715).

The improved balance sheet is due to the profit generated in the year ended 30 June 2026.

2026

2025

£

£

Profit before tax

1,077,552

1,060,298

Net current assets

3,486,958

2,674,983

Net assets

3,489,350

2,677,086

4

Gatherwell Limited

Directors' report

30 June 2026

Future developments

Despite challenges to the market, the company’s underlying business performance continued to perform well in all the markets in which it primarily operates, both in terms of service charge revenue from core ticket sales of existing lotteries, as well as winning new business to run additional lotteries. The future goals of the directors are to continue to grow lottery ticket and the recently developed, Prize-Draw-as-a-Service model sales, whilst increasing the money raised for charities, good causes, schools, sports clubs and Local Authorities in the UK. There is a strong business development pipeline of client lotteries and prize draw clients, as well as significant opportunity to increase the number of schools and small/medium charities and other organisations looking to utilise the services, products and expertise. This, coupled with close management of costs, continued product development and excellent customer service will enable strong financial performance whilst maintaining industry best practice.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr M Veverka

Mr P Wright

Mr J W Plimbley

Mr T Watson

Dividends

No dividends have been paid by the company to its parent entity during the year ended 30 June 2026 (2025: £nil).

Events after the reporting date

No matter or circumstance has arisen since 30 June 2026 that has significantly affected, or may significantly affect the company's operations, the results of those operations, or the company's state of affairs in future financial years.

Disclosure of information to the auditors

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information, being information needed by the auditor in connection with preparing its report, of which the auditor is unaware. Having made enquiries of fellow directors and the company's auditor, each director has taken all the steps that they are obliged to take as a director in order to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.

Small Companies Regime

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

Auditors reappointment

The auditor, Ernst & Young LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

5

Gatherwell Limited

Directors' report

30 June 2026

On behalf of the board

___________________________

Mr P Wright

Director

15 October 2026

6

Gatherwell Limited

Directors' responsibilities statement

30 June 2026

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable United Kingdom 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 company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (“FRS 102”). 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 in accordance with section 10 of FRS 102 Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently;

•

make judgements and accounting estimates that are reasonable and prudent;

•

present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

•

provide additional disclosures when compliance with the specific requirements in FRS 102 is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the company financial position and financial performance;

•

in respect of the company financial statements, state whether applicable UK Accounting Standards, including FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements; 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.

Under applicable law and regulations, the directors are also responsible for preparing a directors’ report, that comply with that law and those regulations. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website.

7

Gatherwell Limited

Independent auditor's report to the members of Gatherwell Limited

30 June 2026

Opinion

We have audited the financial statements of Gatherwell Limited for the year ended 30 June 2026 which comprise Statement of profit or loss and other comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes 1 to 17, 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 FRS 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:

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 Auditor’s 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 the provisions available for small entities, in the circumstances set out in note 1.1 to the financial statements, 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 to 31 December 2027.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.

8

Gatherwell Limited

Independent auditor's report to the members of Gatherwell Limited

30 June 2026

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 course of 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 the 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:

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 directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 5, 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 is 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.

Auditor’s 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 an auditor’s report 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

9

Gatherwell Limited

Independent auditor's report to the members of Gatherwell Limited

30 June 2026

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.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

A further description of our responsibilities for the audit of the financial statements is located on the

10

Gatherwell Limited

Independent auditor's report to the members of Gatherwell Limited

30 June 2026

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.

Andrei Mankov (Senior statutory auditor)

for and on behalf of Ernst & Young LLP, Statutory Auditor

Belfast

15 October 2026

11

Gatherwell Limited

Statement of profit or loss and other comprehensive income

For the year ended 30 June 2026

Note

2026

2025

£

£

Turnover

2

3,305,774

3,102,406

Cost of sales

3

(783,747)

(824,014)

Gross profit

2,522,027

2,278,392

Other income

4

17,668

237,155

Administrative expenses

5

(1,480,182)

(1,513,516)

Operating profit

1,059,513

1,002,031

Interest receivable and similar income

8

21,483

58,267

Interest payable and similar expenses

(3,444)

-

Profit before income tax expense

1,077,552

1,060,298

Income tax expense

9

(267,220)

(261,903)

Profit after income tax expense for the year

810,332

798,395

There was no other comprehensive income for year ended 30 June 2026 (30 June 2025: £nil).

12

Gatherwell Limited

Balance sheet

As at 30 June 2026

Note

2026

2025

£

£

Fixed Assets

Tangible fixed assets

2,392

2,103

Total fixed assets

2,392

2,103

Current assets

Debtors

10

3,461,859

961,041

Cash at bank and in hand

11

1,952,165

3,885,220

Total current assets

5,414,024

4,846,261

Current liabilities

Creditors

12

1,927,066

2,171,278

Total current liabilities

1,927,066

2,171,278

Net current assets

3,486,958

2,674,983

Total assets less current liabilities

3,489,350

2,677,086

Net assets

3,489,350

2,677,086

Equity

Called up share capital

14

300

300

Share-based payments

18,987

17,055

Retained profits

3,470,063

2,659,731

Total equity

3,489,350

2,677,086









Company Registration No. 08675983.

The financial statements were approved by the board of directors and authorised for issue on 15 October 2026 and are signed on its behalf by:

___________________________

Mr P Wright

Director

15 October 2026

13

Gatherwell Limited

Statement of changes in equity

For the year ended 30 June 2026

Total equity

Share capital

Share-based payments

Profit and loss reserves

£

£

£

£

Balance at 1 July 2024

300

15,282

1,861,336

1,876,918

Profit after income tax expense for the year

-

-

798,395

798,395

Other comprehensive income for the year, net of tax

-

-

-

-

Total comprehensive income for the year

-

-

798,395

798,395

Share-based payments

-

1,773

-

1,773

Balance at 30 June 2025

300

17,055

2,659,731

2,677,086

Total equity

Share capital

Share-based payments

Profit and loss reserves

£

£

£

£

Balance at 1 July 2025

300

17,055

2,659,731

2,677,086

Profit after income tax expense for the year

-

-

810,332

810,332

Other comprehensive income for the year, net of tax

-

-

-

-

Total comprehensive income for the year

-

-

810,332

810,332

Share-based payments

-

1,932

-

1,932

Balance at 30 June 2026

300

18,987

3,470,063

3,489,350

14

Gatherwell Limited

Notes to the financial statements

30 June 2026

Note 1. Accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Company information

Gatherwell Limited is a private company limited by shares incorporated in England and Wales. The registered office is Colony Flint Glass Works, Jersey Street, Ancoats, Manchester, M4 6JW.

Accounting convention

These financial statements have been prepared in accordance and compliance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.



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 £.



The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.



This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

•

Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

•

Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

•

Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The company has availed of small company exemptions in preparing its Directors' Report, as except for it being part of an ineligible group, it would otherwise be a small company.



The financial statements of the company are consolidated in the financial statements of Jumbo Interactive Limited (Jumbo), a company incorporated in Australia with registered office: Level 11, 135 Coronation Drive, Milton, QLD, 4064, Australia.



Jumbo Interactive Limited is listed on the Australian Securities Exchange (ASX ticker: JIN). Jumbo is a digital lottery specialist, providing its proprietary lottery software platforms and lottery management expertise to the charity and government lottery sectors in Australia and globally. Jumbo consolidated financial statements for the year ended 30 June 2026 are available at: https://www.jumbointeractive.com/investors/annual-reports/.

15

Gatherwell Limited

Notes to the financial statements

30 June 2026

Going concern

In preparing the financial statements, the directors have considered the ability of the company to continue as a going concern and in doing so taking into account the market, customer and regulatory changes on its financial condition, liquidity, operations and workforce to inform their decisions to 31 December 2027.



The company made a profit before tax for the year ended 30 June 2026 of £1,077,552 (2025: £1,060,298) and at the balance sheet date had net current assets of £3,486,958 (2025: £2,674,983) and net assets of £3,489,350 (2025: £2,677,086).



Despite challenges to the market, the company’s underlying business performance continued to perform well in all the markets in which it primarily operates, both in terms of service charge revenue from core ticket sales of existing lotteries, as well as winning new business to run additional lotteries.



The directors have reviewed the latest financial information and prepared cash flow forecasts identifying all known contractual cash commitments to 31 December 2027 and compared this to current cash holdings.



The directors have considered reasonably possible changes in the assumptions or scenarios and noted that they would not give rise to any going concern conditions and similarly the directors have performed a worst case scenario and concluded that such a scenario is remote.



The business development pipeline of new lottery and prize draw clients is strong with a healthy number of launches underway. Lottery and prize draw ticket sales revenue is growing and, coupled with disciplined cost management, the company continues to perform well despite significant inflationary pressures.



The directors have concluded that there are no material uncertainties that lead to significant doubt upon the company’s ability to continue as a going concern and therefore the directors believe that it remains appropriate to prepare the financial statements on the going concern basis.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.



Revenue from Lottery management fees is recognised on a percentage commission basis (inclusive of VAT) on monies received on behalf of clients for whom the company manages lotteries, on the date the lottery is drawn.

16

Gatherwell Limited

Notes to the financial statements

30 June 2026

Tangible fixed assets

Tangible fixed assets are measured at cost, net of accumulated depreciation and accumulated impairment losses.



Depreciation is recognised so as to write off the cost of assets over their estimated useful lives on the following bases:



Fixtures, fittings & equipment Straight line over 4 years

Computer equipment Straight line over 4 years



Tangible assets are derecognised on disposal or when no future economic benefits are expected. 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.



The assets useful lives and depreciation are reviewed and adjusted prospectively if appropriate, or if there is an indication of significant change since the last reporting date.

Impairment of non-financial assets

At each balance sheet date non-financial assets not carried at fair value are assessed to determine whether there is an indication that the asset (or asset’s cash generating unit) may be impaired. If there is such an indication the recoverable amount of the asset (or asset’s cash generating unit) is compared to the carrying amount of the asset (or asset’s cash generating unit).



The recoverable amount of the asset (or asset’s cash generating unit) is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset’s (or asset’s cash generating units) continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk– free rate and the risks inherent in the asset.



If the recoverable amount of the asset (or asset’s cash generating unit) is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the profit and loss account, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation. Thereafter any excess is recognised in profit or loss.



If an impairment loss is subsequently reversed, the carrying amount of the asset (or asset’s cash generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the profit and loss account.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets which include company cash in hand, and client funds ready for transfer to a client deposit account. The client deposit account represents cash held in a separate bank account for the payment of prizes and charity distributions relating to the company's customers, and both the cash and the corresponding liability has been recognised in the balance sheet.

17

Gatherwell Limited

Notes to the financial statements

30 June 2026

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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are measured at transaction price including transaction costs.

Other financial assets

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.

Impairment of non-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, are recognised at transaction price.



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 as payment is due within one year or less.

18

Gatherwell Limited

Notes to the financial statements

30 June 2026

Other financial liabilities

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.

Derecognition of financial liabilities

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

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.

Taxation

The tax expense represents the sum of the tax payable for the year.

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.

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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.

19

Gatherwell Limited

Notes to the financial statements

30 June 2026

Note 2. Revenue

2026

2025

Turnover analysed by class of business

£

£

Commission from lottery services

3,154,975

3,011,271

Lottery set up fees

67,929

49,258

Commission from Jumbo Win sales

-

41,877

Commission from Prize Draw sales

52,951

Dormancy fees

29,919

-

3,305,774

3,102,406

All revenue arose within the United Kingdom.



During the year, no investments were made in Jumbo Win (2025: £139,850) and no further investments are expected.



Prize-draws-as-a-service was launched during the year, generating revenue of £52,951 (2025: £0)



During the year, dormancy fees were introduced for dormant accounts where the account had not been logged into or had entries into draws for at least 365 days and where winnings had remained unclaimed.

Note 3. Cost of sales

2026

2025

£

£

Self-funded jackpot costs

500,000

400,000

Bank charges and collection fees

275,361

278,464

Jumbo Win expense

-

145,000

Other lottery costs

8,086

-

Lottery council fees

300

550

783,747

824,014

Note 4. Other income

2026

2025

£

£

Sundry income

17,668

10,440

Other income (prizes and causes)

-

226,715

17,668

237,155

In 2025, non-recurring other income of £226,715 was booked to reflect an amendment in player funds collected, which in turn amended the management estimation of prizes and causes liability. This was non-recurring and had no impact after 2025.

20

Gatherwell Limited

Notes to the financial statements

30 June 2026

Note 5. Operating profit

2026

2025

£

£

Operating profit for the year is stated after charging:

Auditor's remuneration

44,800

41,050

Depreciation of tangible fixed assets

1,024

2,718

Legal and professional fees

1,394

3,791

Management fees (note 7)

355,291

235,766

402,509

283,325

Note 6. Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2026

2025

Number

Total

11

13

The staff costs comprised:

2026

2025

£

£

Wages and salaries

654,796

750,868

Share-based payments

1,932

1,773

Social security costs

81,864

80,549

Pension costs

22,791

24,987

761,383

858,178

Included in the total staff costs is remuneration paid to directors (see note 7) for services to the company of £149,998 (2025: £172,233).

Note 7. Directors' remuneration

2026

2025

£

£

Remuneration for qualifying services

136,607

157,595

Share-based payments

1,932

1,773

Company pension contributions to defined contribution schemes

11,459

12,865

149,998

172,233

The highest paid director during the year received remuneration totalling £149,998 (2025: £150,947).



The above table includes remuneration received by one director (2025: two directors), who receives remuneration directly from the Company. In 2026, a management charge of £355,291 (2025: £235,766) in respect of administration costs, has been paid to Jumbo Interactive UK Limited, the company’s sister management company under common control, which includes the other directors’ remuneration which it is not possible to identify separately.

21

Gatherwell Limited

Notes to the financial statements

30 June 2026

Note 8. Interest receivable and similar income

2026

2025

Interest receivable and similar income includes the following:

£

£

Bank interest - Deposit account

21,483

58,267

Note 9. Taxation

2026

2025

£

£

Current tax

UK corporation tax on profits for the current period

268,991

265,518

Adjustment recognised for prior periods

(1,771)

(3,615)

Total current tax

267,220

261,903

The tax charge for the year can be reconciled to the expected charge based on the profit or loss and the effective rate of tax as follows:

Profit before income tax expense

1,077,552

1,060,298

Tax at the statutory tax rate of 25%

269,388

265,075

Share based payment charge

483

443

Prior year over/under provision

(2,651)

(3,615)

Taxation charge for the year

267,220

261,903

Note 10. Debtors

Amounts falling due within one year

2026

2025

£

£

Trade debtors

11,294

38,772

Amounts owed by group undertakings

3,410,059

876,199

Prepayments and accrued income

40,506

46,070

3,461,859

961,041

Balance owed by fellow group undertakings is interest-free and repayable on demand.

Note 11. Cash at bank and in hand

At the year end 30 June 2026 £1,412,063 (2025: £1,526,581) was held in trust, in a separate bank account, for the payment of prizes and charity distributions relating to Gatherwell's customers and therefore this is restricted cash. The cash and corresponding liability have been recognised in the balance sheet.

22

Gatherwell Limited

Notes to the financial statements

30 June 2026

Note 12. Creditors

Amounts falling due within one year

2026

2025

£

£

Trade creditors

8,137

12,929

Other taxation and social security

153,704

164,242

Deferred income

177,774

174,649

Customer funds payable

1,409,751

1,479,106

Other creditors

6,719

35,930

Accruals

58,192

78,904

Income tax payable

112,789

225,518

1,927,066

2,171,278

Note 13. Retirement benefit schemes

2026

2025

£

£

Defined contribution schemes

Charge to profit or loss in respect of defined contribution schemes

22,791

24,987

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.



At the balance sheet date the company owed £0 (2025: £-3,233) with respect to the pension fund.

Note 14. Called up share capital

2026

2025

2026

2025

Shares

Shares

£

£

Ordinary shares of £1 each

300

300

300

300

Note 15. Related party transactions

The company has taken advantage of the exemption available to not disclose transactions and balances between wholly owned fellow group companies.



The total remuneration paid to directors for services to the company was £149,998 (2025: £172,233). See note 7 for further details.

Note 16. Parent company

Jumbo Interactive Limited, a company incorporated in Australia, is the immediate parent entity and ultimate controlling party. The registered office is Level 11, 135 Coronation Drive, Milton, QLD, 4064, Australia.



The smallest group in which the results of the company are consolidated is that headed by Jumbo Interactive Limited.



The consolidated annual report of Jumbo Interactive Limited for the year ended 30 June 2026 is available to the public and can be accessed at https://www.jumbointeractive.com/investors/annual-reports/.

23

Gatherwell Limited

Notes to the financial statements

30 June 2026

Note 17. Subsequent events

There have been no events between 30 June 2026 and the date on which these financial statements were authorised for issue that require adjustment to, or disclosure in, the financial statements.

Accurri (www.accurri.com) false true 11 30 June 2026 15 October 2026 15 October 2026 15 October 2026 Ernst & Young LLP Andrei Mankov Andrei Mankov In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 30 June 2026 and of its profit for the year then ended; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', and the requirements of the Companies Act 2006. 08675983 2025-07-01 2026-06-30 08675983 2024-07-01 2025-06-30 08675983 2025-06-30 08675983 2026-06-30 08675983 bus:Director1 2025-07-01 2026-06-30 08675983 bus:Director2 2025-07-01 2026-06-30 08675983 bus:Director3 2025-07-01 2026-06-30 08675983 bus:Director4 2025-07-01 2026-06-30 08675983 bus:Audited 2025-07-01 2026-06-30 08675983 bus:FullAccounts 2025-07-01 2026-06-30 08675983 bus:PrivateLimitedCompanyLtd 2025-07-01 2026-06-30 08675983 bus:FRS102 2025-07-01 2026-06-30 08675983 countries:UnitedKingdom 2025-07-01 2026-06-30 08675983 curr:PoundSterling 2025-07-01 2026-06-30 08675983 core:CurrentFinancialInstruments 2026-06-30 08675983 core:CurrentFinancialInstruments 2025-06-30 08675983 countries:Australia 2025-07-01 2026-06-30 08675983 core:Share-basedPaymentsReserve 2024-07-01 2025-06-30 08675983 core:Share-basedPaymentsReserve 2025-07-01 2026-06-30 08675983 core:TotalEquityAttributableToOwnersParentBeforeNon-controllingInterests 2024-07-01 08675983 core:TotalEquityAttributableToOwnersParentBeforeNon-controllingInterests 2025-06-30 08675983 core:TotalEquityAttributableToOwnersParentBeforeNon-controllingInterests 2026-06-30 iso4217:GBP xbrli:pure xbrli:shares