Registered Number
Annual Report and Consolidated Financial Statements and Parent Company Financial Statements
For The Year Ended
2
Jumbo Interactive UK Limited
Company information
30 June 2026
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Directors: |
Mr M Veverka |
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Mr T Watson |
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Mr M I Lee |
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Mr J W Plimbley |
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Registered office: |
Colony Flint Glass Works |
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Jersey Street |
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Ancoats, Manchester |
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England |
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M4 6JW |
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Registered number: |
13841826 (England and Wales) |
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Auditor: |
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Bedford House |
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16 Bedford Street |
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Belfast |
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BT2 7DT |
3
Jumbo Interactive UK Limited
Strategic report
30 June 2026
The Directors of
Review of business
The Group is a leading External Lottery Manager (ELM) and digital payments provider offering a full range of Society Lottery (weekly lottery and raffle) and prize draw services to the charity and not-for-profit sector in the UK. This includes devising, planning, building, managing, administering, and maintaining weekly Society lotteries and raffles. StarVale provides services to over 1 million active players across more than 50 charity and non-for-profit clients.
On 14 October 2025, the Group acquired MDM Holdings (Midlands) Limited (MDM) and its wholly-owned subsidiary Dream Car Giveaways Limited (DCG). DCG is a UK-based prize competition operator, offering online prize draws featuring motor vehicles and other high-value prizes to consumers across the United Kingdom. The acquisition extends the Group's offering beyond charity lottery management into the direct-to-consumer prize competition sector, complementing StarVale's existing capabilities.
For the year ended 30 June 2026, the Group generated £24.60 million (2025: £6.18 million) in revenue and £1.67 million (2025: £1.36 million) in net profit before tax.
Principal risks and uncertainties
The Group is continually monitoring the risks the business faces and ensuring the risk response sufficiently mitigates these risks. Some key risk areas identified are as follows:
Macro-environment:
A deterioration in the broader macro-environment resulting in cost-of-living pressures and changes in consumer behaviour impacting ticket and prize competition entry sales. Historically, lottery ticket sales have proven to be resilient during economic downturns given the relatively low and recurring nature of spend and commitment to good causes. Prize competition entries may be more discretionary in nature and therefore more sensitive to disposable income levels. The Group has worked proactively with its clients and monitors consumer trends across both business lines to sustain revenue.
Data protection and cyber resilience:
Risk of a data breach or cyber incident. Data protection and governance continues to be a strong focus area across both the StarVale and DCG businesses, which together process personal and payment data for a significant volume of players and entrants. Contingency and business continuity plans are in place should the business suffer an incident or attack. The information security management system includes ongoing surveillance and active monitoring of the network, including user access controls testing, regular data protection training and external assurance to meet licensing requirements.
Regulatory compliance:
Risk of non-compliance or breach of regulatory requirements or failure to comply with licence obligations. The Group operates in regulated sectors including society lotteries (under Gambling Commission licensing) and prize competitions (which must be structured to fall within the statutory exemptions under the Gambling Act 2005). The Group maintains close working relationships with regulators to ensure compliance with all relevant obligations and proactively monitors legislative developments, including any changes to the treatment of prize competitions, to help safeguard future operations. During the year, additional resourcing and oversight was implemented to ensure the robustness of these processes and controls.
4
Jumbo Interactive UK Limited
Strategic report
30 June 2026
Information technology:
Disruption to Information Technology systems and infrastructure resulting in inability to process tickets, entries or draw errors. Ongoing monitoring and backup of servers is a key focus including running dual redundant services, backups and use of cloud storage. Third-party relationships are limited to large and reputable companies.
People and culture:
Loss of key staff or higher than expected turnover impacting productivity and client satisfaction. The Group has a strong employee culture and employee engagement levels. The majority of senior StarVale staff have individual tenure greater than 10 years within the business. A number of people and culture orientated initiatives have been implemented across the enlarged Group to foster strong morale and engagement, including ensuring competitive remuneration levels and supporting the integration of DCG employees into the wider Group.
Integration of acquired businesses:
Risk that the integration of MDM Holdings and Dream Car Giveaways does not deliver the expected operational, commercial or financial benefits, or that management attention is diverted from the underlying businesses during the integration period. The Group has established an integration workstream with defined milestones, and the DCG business continues to operate under its existing management team to preserve operational continuity while alignment with Group processes, controls and reporting is progressed.
Prize inventory and vehicle price risk:
DCG holds motor vehicles as inventory for use as competition prizes and for onward sale. The Group is therefore exposed to movements in used and new vehicle prices between the point of purchase and the point at which the prize is awarded or the vehicle is sold. This risk is mitigated by aligning vehicle procurement with competition schedules, limiting the holding period, and monitoring residual values on an ongoing basis. Inventory is carried at the lower of cost and net realisable value.
Prize fulfilment and consumer protection:
Risk of dispute, complaint or regulatory intervention arising from the conduct of prize competitions, including the drawing of winners, delivery of prizes, and the clarity of terms and conditions presented to entrants. DCG operates documented procedures for draw governance, independent verification of winners where appropriate, and prompt prize fulfilment, alongside a customer support function to handle entrant queries and complaints.
Section 172(1) Statement
This statement, which forms part of the strategic report, is intended to show how the Company’s Directors have approached and met their responsibilities under section 172 Companies Act 2006 during the financial year. The statement has been prepared in response to the obligations as set out in the Companies (Miscellaneous Reporting) Regulations 2018.
As required by section 172 of the UK Companies Act 2006, a Director of a Company must act in a way they consider, in good faith, would most likely promote the success of the company for the benefit of its members as a whole.
In doing this, the Director must have regard to:
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Likely consequences of any decision made in the long term; |
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Need to foster the Company's business relationships with employees, customers and suppliers; |
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• |
Interests of the Company's employees; |
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Company's reputation for high standards of business conduct; and |
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Need to act fairly between members of the Company. |
5
Jumbo Interactive UK Limited
Strategic report
30 June 2026
We understand that our business can only succeed and grow over the long term if we recognise the views and needs of the business stakeholders. Understanding the businesses stakeholders is key to ensuring Directors can make informed decisions. Information on engagement with key stakeholders during the year is included in the Directors report.
6
Jumbo Interactive UK Limited
Strategic report
30 June 2026
Future developments
The Group is seeking to build on its strong relationships with charity lottery partners and leverage the proprietary lottery software platform and lottery management expertise now available as part of the Jumbo Interactive Group to deliver increased levels of service to benefit both existing and new charity lottery partners and their customers.
The acquisition of MDM Holdings (Midlands) Limited and Dream Car Giveaways Limited during the year extends the Group's activities into the direct-to-consumer prize competition sector, providing a complementary revenue stream alongside the existing charity lottery management business. The Group intends to grow the DCG business through continued investment in its digital platform, expansion of its prize offering, and by leveraging shared capabilities across the wider Group in areas such as technology, payments, data analytics and marketing. Integration of DCG into the Group's operating and governance frameworks is expected to continue into the next financial year.
The Group is a subsidiary of Jumbo Interactive Limited (Jumbo or ultimate parent) which 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.
On behalf of the Board
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___________________________ |
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Director |
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15 October 2026 |
7
Jumbo Interactive UK Limited
Directors' report
30 June 2026
The Directors present their report, together with the financial statements of the Company and the Group, for the year ended 30 June 2026.
Principal activity
The consumer prize competition activity was acquired during the year through the acquisition of MDM Holdings (Midlands) Limited and its wholly-owned subsidiary Dream Car Giveaways Limited in October 2025.
Going concern
The directors consider that the Group has sufficient resources and trade to enable the Group to continue in the future and the going concern basis has been applied to the preparation of the consolidated financial statements.
In preparing the consolidated financial statements, the directors have considered the ability of the Group to continue as a going concern and continue to monitor the impact of the current economic conditions, on its financial condition, liquidity, operations and workforce to inform their decisions for a period to 31 October 2027.
The Group made a profit before tax for the year ended 30 June 2026 of £1,673,513 (30 June 2025: £1,360,894) and at the balance sheet date had net current liabilities of £-37,247,894 (30 June 2025 net current asset of £8,584,135) and net assets of £23,098,269 (30 June 2025: £22,037,781).
The net current liability position arises principally from intra-group loan balances and contingent consideration on the Dream Car Giveaways Limited acquisitions. Excluding these, the Group holds net current assets of £6,640,737.
Despite wider market challenges, the Group's underlying business performance remained resilient across all operating markets. Revenue streams across both core operations—lottery management service charges and prize draw operations continued to perform strongly, alongside securing new lottery management contracts. The core business has demonstrated consistent stability through broader economic headwinds, with new business wins continuing to support healthy future development.
The directors have reviewed the latest financial performance and prepared detailed cash flow forecasts covering a period to 31 October 2027, aligning with all known contractual cash commitments and existing cash reserves. Sensitivity analysis has been performed on key assumptions; reasonable worst-case scenarios indicate that no material going concern conditions arise, and severe stress-test scenarios have been assessed as remote.
Having considered the Group's financial forecasts, operational resilience, and available liquidity, the directors have concluded that there are no material uncertainties that cast significant doubt upon the Group's ability to continue as a going concern. Accordingly, it remains appropriate to prepare the consolidated financial statements on the going concern basis.
The Group's ultimate parent has confirmed it will provide financial support as required for at least a period to 31 October 2027, and accordingly the directors do not consider the net current liability position to indicate a material uncertainty.
Dividends
No dividends were declared or paid during the year ended 30 June 2026 (2025: 3,500,000). See note 22.
8
Jumbo Interactive UK Limited
Directors' report
30 June 2026
Directors
The following persons were directors of
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Strategic report
The Group has chosen in accordance with Companies Act 2006, s 414C (11) to set out in the Group's Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' report. It has been done in respect of:
- future developments
- financial risk management objectives and policies
Stakeholder engagement statement
People
Our employees are the foundation of our success. We want our people to feel engaged and empowered to deliver the best possible outcomes for our customers. The Group has undertaken a variety of methods to engage with employees including engagement surveys, an intranet and all-employee strategy days.
Customers & Clients
Placing customer and client needs at the heart of our strategy is fundamental to driving long-term success, trust, and commercial value.
Fundraising Clients
We support over 50 key client — whom we view as strategic partners — focusing on open, proactive communication to ensure optimal outcomes throughout their fundraising journeys and build enduring relationships.
Prize Draw Customers
For participants across our prize draw platforms, including our popular Dream Car Giveaways, we prioritise transparency, fairness, and seamless user experiences to maintain trust and engagement.
Suppliers
Our suppliers provide the products and services that help us execute our strategy on behalf of the clients we represent. We conduct due diligence and work collaboratively with all suppliers to ensure that the goods and services provided are of the standards required.
Acquisitions during the year
On 14 October 2025, the Group acquired the entire issued share capital of MDM Holdings (Midlands) Limited and its wholly-owned subsidiary Dream Car Giveaways Limited. Dream Car Giveaways Limited is a UK-based operator of consumer prize competitions featuring motor vehicles and other high-value prizes.
The acquisition extends the Group's activities into the direct-to-consumer prize competition sector, complementing the existing charity lottery management business.
Further information on the acquisition, including the consideration payable and the fair value of the identifiable assets acquired and liabilities assumed, is set out in note 4 of the consolidated financial statements.
9
Jumbo Interactive UK Limited
Directors' report
30 June 2026
Disclosure of information to the auditors
10
Jumbo Interactive UK Limited
Directors' report
30 June 2026
Auditors
The auditors, Ernst & Young LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act
2006.
This report is made in accordance with a resolution of Directors.
On behalf of the Directors
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___________________________ |
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Director |
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15 October 2026 |
11
Jumbo Interactive UK Limited
Directors' responsibilities statement
30 June 2026
The Directors are responsible for preparing the Strategic Report, Directors' Report and the consolidated and Company's financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare consolidated and Company financial statements for each financial year. Under that law the Directors have elected to prepare the consolidated and Company financial statements in accordance with UK-adopted International Accounting Standards. Under Company Law, the Directors must not approve the consolidated and Company financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company, and the profit or loss of the Group for that year.
In preparing these consolidated financial statements, the directors are required to:
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select suitable accounting policies and then apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether UK-adopted International Accounting Standards have been followed, subject to any material departures disclosed and explained in the consolidated and Company financial statements; and |
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prepare the consolidated financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. |
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the consolidated and Company financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
12
Jumbo Interactive UK Limited
Independent auditor's report to the members of Jumbo Interactive UK Limited
30 June 2026
Opinion
We have audited the financial statements of Jumbo Interactive UK Limited (‘the parent company’) and its subsidiaries (the ‘group’) for the year ended 30 June 2026, which comprise:
The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and UK-adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101 Reduced Disclosure Framework, as applied in accordance with the provisions of the Companies Act 2006.
In our opinion:
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 group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group’s and the parent company’s ability to continue as a going concern for a period to 31 October 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
13
Jumbo Interactive UK Limited
Independent auditor's report to the members of Jumbo Interactive UK Limited
30 June 2026
predicted, this statement is not a guarantee as to the group’s and the parent 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.
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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or 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 9, 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.
14
Jumbo Interactive UK Limited
Independent auditor's report to the members of Jumbo Interactive UK Limited
30 June 2026
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.
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 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.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the UK-adopted international accounting standards, Companies Act 2006, Bribery Act 2010, Money Laundering Regulations in the United Kingdom and Gambling Act 2005.
We understood how the parent company and its subsidiaries are complying with those frameworks by making regular enquiries with senior management regarding any non-compliance with laws and regulations and any whistleblowing complaints. We corroborated these discussions by inspecting board minutes maintained during the year and up to the date of our auditor's report, together with management's procedures for preventing and detecting breaches of laws and regulations.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries, inappropriate revenue recognition and management bias in determining accounting estimates.
Based on this understanding, we designed our audit procedures to identify non-compliance with such laws and regulations, including engaging with internal legal specialists as required. Our procedures involved inspecting board minutes up to date and have held discussions with senior management on the compliance with laws and regulations.
Audit procedures performed by the engagement team included:
• Discussions with management, internal legal specialists and the directors of the parent company, including consideration of known or suspected instances of non-compliance with laws and regulations (including data protection legislation) and fraud;
• Identification and testing of significant manual journal entries;
15
Jumbo Interactive UK Limited
Independent auditor's report to the members of Jumbo Interactive UK Limited
30 June 2026
• Evaluation and, where appropriate, challenging assumptions and judgements made by management in making significant accounting estimates;
• Inspection of board minutes up to date and discussions with senior management on the compliance with laws and regulations.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
Also, 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.
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 auditor's report.
Use of our report
This report is made solely to the parent 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 parent 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 parent company and the parent 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
Date: 15 October 2026
16
Jumbo Interactive UK Limited
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2026
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Note |
2026 |
2025 |
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£ |
£ |
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Revenue from contracts with customers |
5 |
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Other operating income |
6 |
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Other losses |
- |
( |
||||
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Operating expenses |
7,8 |
( |
( |
|||
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Operating profit |
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||||
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Finance cost |
10 |
( |
( |
|||
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Finance income |
9 |
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Profit before income tax expense |
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|
||||
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Income tax expense |
11 |
( |
( |
|||
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Profit after income tax expense for the year |
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||||
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Profit attributable to owners of |
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Other comprehensive income |
- |
- |
||
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Total comprehensive income for the year |
1,067,117 |
1,133,684 |
17
Jumbo Interactive UK Limited
Consolidated statement of financial position
As at 30 June 2026
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Note |
2026 |
2025 |
||||
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£ |
£ |
|||||
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Assets |
||||||
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Current assets |
||||||
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Cash and cash equivalents |
16 |
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Trade and other receivables |
14 |
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Prepayments |
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Receivables from parent company |
15 |
3,277,873 |
6,943,823 |
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Inventories |
17 |
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- |
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Other assets |
3,600 |
3,600 |
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Escrow deposit |
4 |
- |
43 |
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Current income tax assets |
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- |
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Total current assets |
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Non-current assets |
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Goodwill |
12 |
16,975,104 |
8,398,437 |
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Other intangible assets |
13 |
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Property, plant and equipment |
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Right-of-use assets |
18 |
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Total non-current assets |
|
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Total assets |
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Liabilities |
||||||
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Current liabilities |
||||||
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Trade and other payables |
19 |
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Related party loans |
27 |
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Lease liabilities |
18 |
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Income tax payable |
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Contingent consideration at fair value |
4 |
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- |
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Total current liabilities |
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Non-current liabilities |
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Lease liabilities |
18 |
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Deferred tax |
11 |
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Total non-current liabilities |
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Total liabilities |
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Net assets |
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Equity |
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Called up share capital |
24 |
2 |
2 |
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Share premium reserve |
25 |
23,122,135 |
23,122,135 |
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Share-based payments reserve |
27 |
- |
6,629 |
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Retained profits/(accumulated losses) |
(23,868) |
(1,090,985) |
18
Jumbo Interactive UK Limited
Consolidated statement of financial position
As at 30 June 2026
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Note |
2026 |
2025 |
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£ |
£ |
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Total equity |
|
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The consolidated financial statements were approved by the Board of Directors and authorised for issue on 15 October 2026 and were signed on its behalf by:
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Director |
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15 October 2026 |
19
Jumbo Interactive UK Limited
Consolidated statement of changes in equity
For the year ended 30 June 2026
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Issued |
Share-based |
Retained |
Non-controlling |
Total equity |
||||||||
|
capital |
Reserves |
payment reserve |
profits |
interest |
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£ |
£ |
£ |
£ |
£ |
£ |
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Balance at 1 July 2024 |
2 |
23,122,135 |
4,233 |
1,275,331 |
- |
24,401,701 |
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Profit after income tax expense for the year |
- |
- |
- |
1,133,684 |
- |
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Other comprehensive income for the year, net of tax |
- |
- |
- |
- |
- |
- |
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Total comprehensive income for the year |
- |
- |
- |
1,133,684 |
- |
1,133,684 |
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Transactions with owners in their capacity as owners: |
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Share-based payments |
- |
- |
2,396 |
- |
- |
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Dividends paid (note 22) |
- |
- |
- |
(3,500,000) |
- |
( |
||||||
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Balance at 30 June 2025 |
2 |
23,122,135 |
6,629 |
(1,090,985) |
- |
22,037,781 |
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Issued |
Share-based |
Retained |
Non-controlling |
Total equity |
||||||||
|
capital |
Reserves |
payment |
profits |
interest |
||||||||
|
£ |
£ |
£ |
£ |
£ |
£ |
|||||||
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Balance at |
2 |
23,122,135 |
6,629 |
(1,090,985) |
- |
22,037,781 |
||||||
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Profit after income tax expense for the year |
- |
- |
- |
1,067,117 |
- |
|
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Other comprehensive income for the year, net of tax |
- |
- |
- |
- |
- |
- |
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Total comprehensive income for the year |
- |
- |
- |
1,067,117 |
- |
1,067,117 |
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Transactions with owners in their capacity as owners: |
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Share-based payments |
- |
- |
(6,629) |
- |
- |
(6,629) |
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Balance at 30 June 2026 |
2 |
23,122,135 |
- |
(23,868) |
- |
23,098,269 |
20
Jumbo Interactive UK Limited
Consolidated statement of cash flows
For the year ended 30 June 2026
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Note |
2026 |
2025 |
||||
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£ |
£ |
|||||
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Cash flows from operating activities |
||||||
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Profit before income tax expense |
1,673,513 |
1,360,894 |
||||
|
Depreciation of property, plant and equipment and right-of-use assets |
232,278 |
64,222 |
||||
|
Amortisation of intangible assets |
13 |
4,856,829 |
958,000 |
|||
|
Share-based payments |
27 |
(6,629) |
2,396 |
|||
|
Finance income |
9 |
(350,561) |
(177,739) |
|||
|
Finance cost |
10 |
2,272,946 |
7,401 |
|||
|
Inventory net realisable value adjustment |
101,420 |
- |
||||
|
Working capital changes: |
||||||
|
Change in trade and other receivables and prepayments |
(786,911) |
19,499 |
||||
|
Change in trade and other payables |
660,633 |
391,906 |
||||
|
Change in inventories |
(750,042) |
- |
||||
|
Interest on lease liabilities |
18 |
(29,015) |
(4,830) |
|||
|
Other interest costs |
- |
(2,571) |
||||
|
Income taxes paid |
( |
( |
||||
|
Interest received |
69,505 |
- |
||||
|
Net cash from operating activities |
|
|
||||
|
Cash flows from investing activities |
||||||
|
Acquisition of subsidiaries, net of cash acquired |
4 |
( |
- |
|||
|
Purchase of property, plant and equipment |
( |
( |
||||
|
Purchase of intangibles |
13 |
( |
- |
|||
|
Loans issued to the parent company |
27 |
(8,033,517) |
(4,043,822) |
|||
|
Loan settled by the parent company |
27 |
7,001,000 |
245,169 |
|||
|
Return of escrow deposit |
4 |
43 |
- |
|||
|
Interest received |
|
|
||||
|
Payment of contingent consideration |
- |
(1,800,000) |
||||
|
Release of long term deposits |
- |
1,901,473 |
||||
|
Net cash used in investing activities |
( |
( |
||||
|
Cash flows from financing activities |
||||||
|
Loans received from the related parties |
27 |
43,625,071 |
500,000 |
|||
|
Loans settled with the related parties |
27 |
(8,426,349) |
(279,859) |
|||
|
Repayment of lease liabilities |
18 |
( |
( |
|||
|
Interest paid on financial instruments |
(1,655,068) |
- |
||||
21
Jumbo Interactive UK Limited
Consolidated statement of cash flows
For the year ended 30 June 2026
|
Note |
2026 |
2025 |
||||
|
£ |
£ |
|||||
|
Net cash from financing activities |
|
|
||||
|
Net increase/(decrease) in cash and cash equivalents |
|
( |
||||
|
Cash and cash equivalents at the beginning of the financial year |
2,923,031 |
4,114,324 |
||||
|
Cash and cash equivalents at the end of the financial year |
16 |
|
|
22
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
Note 1. Statutory Information
The Group operates two principal business activities.
|
• |
Through its StarVale subsidiaries, the Group is a leading External Lottery Manager (ELM) and digital payments provider offering a full range of Society Lottery (weekly lottery and raffle) services to the charity and not-for-profit sector in the UK. This includes devising, planning, building, managing, administering, and maintaining weekly Society lotteries and raffles. |
|
|
• |
Through Dream Car Giveaways business, acquired during the year, the Group also operates consumer prize competitions featuring motor vehicles and other high-value prizes in the UK direct-to-consumer market. |
On 14 October 2025, the Group acquired the entire issued share capital of MDM Holdings (Midlands) Limited and its wholly-owned subsidiary Dream Car Giveaways Limited. Further information on the acquisition is set out in note 4.
Information on the Group's structure is provided in note 3 and note 4. Information on other related party relationships of the Group is provided in note 27.
Note 2. Summary of material accounting policies
2.1 Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with UK-adopted International Accounting Standards ('IFRS') and the requirements of the Companies Act, 2006.
These consolidated financial statements have been prepared under the historical cost convention as modified by the revaluation of financial assets and liabilities at fair value.
The consolidated financial statements are presented in pound sterling (£) and all values are rounded to the nearest pound, except when otherwise indicated.
The Group has prepared the consolidated financial statements on the basis that it will continue to operate as a going concern.
23
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
2.2 Going concern
The directors consider that the Group has sufficient resources and trade to enable the Group to continue in the future and the going concern basis has been applied to the preparation of the consolidated financial statements.
In preparing the consolidated financial statements, the directors have considered the ability of the Group to continue as a going concern and continue to monitor the impact of the current economic conditions, on its financial condition, liquidity, operations and workforce to inform their decisions for a period to 31 October 2027.
The Group made a profit before tax for the year ended 30 June 2026 of £1,673,513 (30 June 2025: £1,360,894) and at the balance sheet date had net current liabilities of £-37,247,894 (30 June 2025 net current asset of £8,584,135) and net assets of £23,098,269 (30 June 2025: £22,037,781).
The net current liability position arises principally from intra-group loan balances and contingent consideration on the Dream Car Giveaways Limited acquisitions. Excluding these, the Group holds net current assets of £6,640,737.
Despite wider market challenges, the Group's underlying business performance remained resilient across all operating markets. Revenue streams across both core operations—lottery management service charges and prize draw operations continued to perform strongly, alongside securing new lottery management contracts. The core business has demonstrated consistent stability through broader economic headwinds, with new business wins continuing to support healthy future development.
The directors have reviewed the latest financial performance and prepared detailed cash flow forecasts covering a period to 31 October 2027, aligning with all known contractual cash commitments and existing cash reserves. Sensitivity analysis has been performed on key assumptions; reasonable worst-case scenarios indicate that no material going concern conditions arise, and severe stress-test scenarios have been assessed as remote.
Having considered the Group's financial forecasts, operational resilience, and available liquidity, the directors have concluded that there are no material uncertainties that cast significant doubt upon the Group's ability to continue as a going concern. Accordingly, it remains appropriate to prepare the consolidated financial statements on the going concern basis.
The Group's ultimate parent has confirmed it will provide financial support as required for at least a period to 31 October 2027, and accordingly the directors do not consider the net current liability position to indicate a material uncertainty.
24
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
2.3 New standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2026 reporting periods and have not been early adopted by the Group.
|
(a) |
Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7 (effective for annual periods beginning on or after 1 January 2026) On 30 May 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7 to respond to recent questions arising in practice, and to include new requirements not only for financial institutions but also for corporate entities. These amendments: - clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; - clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion; - add new disclosures for certain instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the achievement of environment, social and governance targets); and - update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI). Management is currently assessing the detailed implications of applying the new standard on the Group’s consolidated financial statements.
|
|
|
(b) |
IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027) IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users. Management is currently assessing the detailed implications of applying the new standard on the Group’s consolidated financial statements. |
2.4 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 30 June 2026. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if, and only if, the Group has:
|
• |
Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee). |
|
|
• |
Exposure, or rights, to variable returns from its involvement with the investee. |
|
|
• |
The ability to use its power over the investee to affect its returns. Generally, there is a presumption that a majority of voting rights results in control. |
To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
|
• |
The contractual arrangement with the other vote holders of the investee |
|
|
• |
Rights arising from other contractual arrangements |
|
|
• |
The Group’s voting rights and potential voting rights |
25
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting.
During the year, MDM Holdings (Midlands) Limited and its wholly-owned subsidiary Dream Car Giveaways Limited were acquired on 14 October 2025 and have been consolidated from that date. Further information is set out in note 4.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Unrealised gains are fully eliminated, while unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.
Contingent consideration liability related to business acquisition is measured at fair value at each reporting date and changes in fair value are recognised in profit or loss in accordance with IFRS 9.
2.5 Critical accounting judgements and key sources of estimation uncertainty
The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual expectations may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing material adjustments to the carrying value of assets and liabilities within the next financial year are discussed below.
26
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
Estimates and assumptions
The Group tests goodwill and acquired intangible assets for impairment at least annually. The recoverable amount of a cash-generating unit has been determined based on the higher of fair value less costs to sell or value-in-use calculations.
Following the acquisition of MDM Holdings (Midlands) Limited and its subsidiary Dream Car Giveaways Limited ("DCG") during the year, the Group has identified a second cash-generating unit, Prize Competitions, in addition to the existing Managed Services United Kingdom StarVale cash-generating unit.
Goodwill and acquired intangible assets are allocated to the cash-generating unit expected to benefit from the relevant business combination and are tested for impairment at that level. These calculations require the use of estimates, including forecast cash flows, discount rates and terminal growth rates, as further detailed in note 12.
The estimates applied to the Prize Competitions cash-generating unit are inherently more uncertain given the shorter trading history available to the Group following the acquisition.
Fair value of identifiable intangible assets acquired in a business combination
The acquisition of MDM Holdings Limited and Dream Car Giveaways Limited during the year required the Group to identify and measure at fair value the intangible assets acquired, as part of the purchase price allocation exercise under IFRS 3.
This process involves significant judgement in determining which assets meet the recognition criteria and in estimating their fair values, with key inputs including forecast revenues and margins, customer attrition rates, royalty rates, discount rates and the estimated economic lives of the assets. Changes in these assumptions could materially affect the carrying values of the acquired intangible assets and the residual goodwill recognised on the acquisition. Further information is set out in note 4.
Fair value of contingent and deferred consideration
The DCG acquisition required the Group to identify and measure at fair value the intangible assets acquired, as part of the purchase price allocation exercise under IFRS 3.
This process involves significant judgement in determining which assets meet the recognition criteria and in estimating their fair values, with key inputs including forecast revenues and margins, royalty rates and discount rates. Changes in these assumptions could materially affect the carrying values of the acquired intangible assets and the residual goodwill recognised on the acquisition. Further information is set out in note 4.
Estimated useful lives of intangible assets acquired through business combinations
27
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
The Group estimates the useful lives of intangible assets acquired in business combinations based on the expected period over which economic benefits from the use of each asset will be derived.
Management reviews useful life assumptions on an annual basis, having given consideration to variables including changes in contract terms and conditions, customer retention patterns, the expected competitive and regulatory environment, and changes in legal and economic conditions.
The amortisation period relating to the customer contracts and relationships acquired on the acquisition of StarVale is ten years. The useful lives assessed for the intangible assets acquired on the DCG acquisition are set out in note 2.9 and note 13.
Useful life assumptions are adjusted prospectively where appropriate.
Estimated useful life of capitalised development costs capitalised for Dream Car Giveaways Limited
Group estimates the useful life of capitalised development costs based on the expected period of time over which economic benefits from the use of the asset will be derived. Group reviews useful life assumptions on an annual basis having given consideration to variables including historical and forecast usage rates, technological advancements and changes in legal and economic conditions.
The amortisation period relating to the capitalised developments costs varies depending on date of capitalisation and expected transition to a new platform planed after October 2028.
Net realisable value of prize inventory
Determining the net realisable value of prize inventory, principally motor vehicles, requires management to estimate the selling price achievable on disposal of unawarded prize stock. This estimate is sensitive to conditions in the used and prestige vehicle market, and to vehicle age, mileage, specification and holding period. The accounting policy and basis of the estimate are set out in note 2.11 and note 17.
Redemption rate for the customer loyalty programme
The deferred income recognised for Dream Points depends on management's best estimate of the proportion of points that will ultimately be redeemed. Actual usage depends on customer habits and may differ from historical redemption patterns, affecting the carrying amount of the deferred income and the timing of revenue recognition. The accounting policy is set out in note 2.6 and further details in note 19.
Judgment in relation to VAT exemption for Dream Car Giveaways Limited
Please refer to note 26 for further details
28
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
2.6 Revenue recognition
29
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
Revenue from contracts with customers is recognised when control of the goods or services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group has assessed the principal versus agent position separately for each revenue stream. For lottery management services, the Group has concluded that it acts as agent, as it arranges for the provision of lottery services on behalf of the charity or not-for-profit client, and recognises revenue on a net basis. For consumer prize competitions, the Group has concluded that it acts as principal, as it controls the competition offering before it is provided to the entrant, sets the entry price, and bears the risks and rewards associated with the promotion and fulfilment of the competition, and recognises revenue on a net basis, with cost of prizes deducted. Rendering of managed services Managed services revenue is recognised as the commission or service fee received from customers when the official draw for each lottery is completed or once the service has been rendered. This includes providing a full range of weekly lottery, and raffle services in the UK. Revenue is derived at a point-in-time with payment terms of between date of invoice to 30 days after invoice date. Prize competition revenue Prize competition revenue is derived from the sale of competition tickets, providing customers with entry into competitions to win luxury cars, cash alternatives or other lifestyle prizes. The Group recognises revenue in accordance with IFRS 15 - Revenue from contracts with customers at the point when the competition result is announced net of the prize costs which are considered a payment to the customer. The Group recognises at the start of the competitions a financial liability for the prize money if the Group is required to do the draw regardless of the number of tickets sold and the customer has an option for a cash prize. With the recognition of the customer prize liability, a contract asset of equivalent value is recognised under IFRS 15 Revenue from Contracts with Customers. This contract asset represents the Group’s costs to fulfill the performance obligation under the contract entered with the customer, where the cost to fulfill relate directly to a contract with the customer and used in satisfying performance obligation on draw date; and these costs are expected to be recovered from future ticket sales proceeds. The contract asset is assessed for impairment at each reporting date. If expected ticket sales are insufficient to recover the contract asset, an immediate impairment loss is recognised in profit or loss. Proceeds received from the sale of tickets are first applied against the contract asset. Once the contract asset has been fully recovered, any additional ticket sale proceeds are recognised as deferred revenue, reflecting the Group's remaining performance obligations in relation to the draw. Customer loyalty programme The Group operates a customer loyalty scheme under which entrants to prize competitions are awarded Dream Points based on their level of participation. Dream Points may be used as consideration towards future competition entries. The award of Dream Points is assessed as a material right granted to the customer, representing a separate performance obligation under IFRS 15. A portion of the consideration received is allocated to the Dream Points on a relative stand-alone selling price basis, having regard to the value of the entitlement to the customer and the proportion of points expected to be redeemed. The amount allocated is deferred and recognised as a contract liability, and is released to revenue as the points are redeemed or when they expire. The proportion of points expected to be redeemed is estimated by reference to historical redemption patterns and is reviewed at each reporting date. Changes in the estimated redemption rate are recognised prospectively as an adjustment to the contract liability and to revenue.
30
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
2.7 Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.
In the presentation of the consolidated statement of cash flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the consolidated statement of financial position.
2.8 Goodwill
Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed). If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Where goodwill has been allocated to a cash-generating unit (CGU) and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained.
31
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
2.9 Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.
Capitalised Development Costs
Expenditure during the research phase of a project is recognised as an expense when incurred. Development costs are capitalised only when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use; ability to use the intangible asset; how the intangible asset will generate probable future economic benefits; the availability of adequate technical, financial and other resources to complete the intangible asset; and ability to measure reliably the expenditure attributable to the intangible asset during its development. Development costs have a finite life and are amortised on a straight-line basis matched to the future economic benefits over the useful life. The amortisation period relating to the capitalised developments costs varies depending on date of capitalisation and expected transition to a new platform planed after October 2028.
Useful lives of intangible assets
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the consolidated statement of profit or loss in the expense category that is consistent with the function of the intangible assets.
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of profit or loss.
A summary of the policies applied to the Group’s intangible assets is, as follows:
32
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
|
Intangible asset |
Useful economic life |
Valuation method |
||
|
Customer contracts and relationships |
10 years |
Length of time the top customers have been with the group |
||
|
Software |
3-5 years |
Useful life of the software based on susceptibility to technical obsolescence and continuous improvements to functionality |
||
|
Trademarks |
20 years |
Expected period of continued use of the acquired brand, based on its established market position and the absence of any legal or contractual limit on its life. |
||
|
Capitalised development costs |
1-3 years |
Useful life is based on susceptibility to technical obsolescence and continuous improvements to functionality |
2.10 Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, less depreciation and impairment.
Improvements to leasehold property are recognised as a separate asset. All repairs and maintenance are charged to the profit or loss during the reporting period in which they occur.
Property, plant and equipment are depreciated or amortised from the date of acquisition, or, in respect of internally generated assets, from the time an asset is held ready for use. Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows:
|
• |
Plant and machinery - 25% on cost |
|
|
• |
Fixtures and fittings - 25% on cost |
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of profit or loss when the asset is derecognised.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.
2.11 Inventories
33
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
The Group operates prize draw competitions where participants purchase tickets for a chance to win non-cash prizes (such as vehicles, luxury goods, or other physical items). These prizes are usually purchased in advance and held until awarded to competition winners.
Non-cash prizes are recognised as inventory at cost when purchased, in accordance with IAS 2 - Inventories. Cost comprises the purchase price and any directly attributable costs necessary to bring the prize to its present location and condition (such as delivery costs, insurance, or customisation costs). Prize inventory is measured at the lower of cost and net realizable value at each reporting date.
The inventory is derecognised when it is delivered to the winner, at which point the risks and rewards of ownership are transferred, concurrent with the derecognition of the related liability.
When car prizes are subsequently sold (because the winner selected cash alternative) any proceeds from sale are recognised as "proceeds from disposal of prize stock" and carrying value of the prize inventory is recognised as “cost of prize stock disposed” in operating expenses in the statement of profit or loss.
2.12 Financial instruments
Financial assets
The financial assets of the Group arise from the provision of services to clients and customers. Trade receivables are accounted for using amortised cost. They are initially recognised at fair value and are subsequently carried at amortised cost using the effective interest rate method, less expected credit loss provision.
Expected credit loss provisions for current trade receivables are recognised based on the simplified approach within IFRS 9. During this process, the probability of the non-payment of the trade receivables is assessed taking into account forward-looking considerations. For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being recognised in the profit or loss. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.
There is not expected credit loss provisions recognised at the reporting date as the Group believes that the total amount of such provisions is immaterial due to their short-term nature and high creditworthiness of its debtors.
Financial liabilities
Trade payables and other short term monetary liabilities which are initially recognised at fair value and subsequently amortised using the effective interest rate method. There are no amounts amortised in the financial statements as all short-term liabilities are expected to be paid at the carrying value within a very short time after the year end.
Offsetting of financial instruments
Financial assets and financial liabilities are offset, and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
34
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
2.13 Taxation
Current taxes
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred taxes
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
|
• |
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or |
|
|
• |
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled, and it is probable that the temporary difference will not reverse in the foreseeable future. |
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
Value added tax (VAT)
Expenses and assets are recognised net of the amount of VAT, except:
|
• |
When VAT incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, VAT is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable |
|
|
• |
When receivables and payables are stated with the amount of VAT included |
The net amount of VAT recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the consolidated statement of financial position.
2.14 Foreign currencies
The Group’s consolidated financial statements are presented in Pound Sterling (£), which is also the parent company’s and subsidiaries’ functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method.
35
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
2.15 Leases
Leases are recognised as right-of-use assets and corresponding lease liabilities. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.
Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
2.16 Employee benefit costs
Short term obligations
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period, and they are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the consolidated statement of financial position.
Post-employment obligations
The Group operates a defined contribution pension plan. The Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
2.17 Share capital
Ordinary shares are classified as equity. Preference shares are classified as liabilities.
Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
The Group’s ordinary shares are classified as equity instruments.
2.18 Dividends
36
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
The Company recognises a liability to pay a dividend when the distribution is authorised, and the distribution is no longer at the discretion of the Company. As per the corporate laws of England and Wales, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.
2.19 Finance income and expenses
Finance income/(expense) is recognised using the effective interest rate method. In calculating finance income/(expense), the effective interest rate is applied to the gross carrying amount of the asset, when the asset is not impaired or to the amortised cost of the liability for interest expense.
For financial assets that have been impaired after initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer impaired the interest income calculation reverts to the gross carrying amount.
2.20 Borrowings
2.21 Provisions
2.22 Interests in subsidiaries
37
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
2.23 Business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.
On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group's operating or accounting policies and other pertinent conditions in existence at the acquisition-date.
Where the business combination is achieved in stages, the Group remeasures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date at fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value.
Note 3. Subsidiaries
Details of the Company’s significant subsidiaries at 30 June 2026 and 30 June 2025 were as follows:
38
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
|
Name |
Principal |
Registered |
Country of incorporation |
Percentage |
Ownership |
Class of shares |
Registered Address |
|||||||
|
30 June 2026 |
30 June 2025 |
|||||||||||||
|
StarVale Technical Systems Limited |
Holding company |
04792515 |
United Kingdom |
100% |
100% |
1 |
The Tannery Chapel Lane, Galgate, Lancaster, |
|||||||
|
StarVale Management and Technologies Limited |
Lottery management |
03723339 |
United Kingdom |
100% |
100% |
2 |
The Tannery Chapel Lane, Galgate, Lancaster, |
|||||||
|
DDPay Limited |
Lottery payment processing |
02924423 |
United Kingdom |
100% |
100% |
100 shares |
The Tannery Chapel Lane, Galgate, Lancaster, |
|||||||
|
MDM Holdings (Midlands) Limited |
Holding company |
13879349 |
United Kingdom |
100% |
n/a |
102 shares |
The Oakley, Kidderminster Road, Droitwich, Worcestershire, |
|||||||
|
Dream Car Giveaways Limited |
Prize draw competition operator |
11320154 |
United Kingdom |
100% |
n/a |
15,000 shares |
The Oakley, Kidderminster Road, Droitwich, Worcestershire, |
39
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
All of the above subsidiaries are incorporated in England and Wales and are included in the consolidated financial statements. The companies are exempt from the requirements of the Act relating to the audit of the individual financial statements under section 479A. Jumbo Interactive UK Limited has provided a guarantee for all the subsidiaries listed in above table.
StarVale Technical Systems Limited and MDM Holdings (Midlands) Limited are held directly by Jumbo Interactive UK Limited.
StarVale Management and Technologies Limited is held as to 16.67% directly by Jumbo Interactive UK Limited and as to 83.33% indirectly through StarVale Technical Systems Limited.
DDPay Limited is held indirectly through StarVale Management and Technologies Limited.
Dream Car Giveaways Limited is held indirectly through MDM Holdings (Midlands) Limited.
The percentages shown represent the Group's effective ownership interest.
40
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
Note 4. Business combinations
The Group prepared the acquisition accounting of DGC on provisional basis in accordance with IFRS 3 - Business Combinations. Details of the consideration paid, the assets acquired and liabilities assumed and the effects on the cash flows of the Group at the acquisition date - 14 October 2025 are as follows:
Details of the acquisition are as follows:
41
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
|
Fair value at acquisition date (provisional) |
||
|
£ |
||
|
Cash and cash equivalents |
|
|
|
Contract assets |
|
|
|
Prepayments |
25,488 |
|
|
Inventory |
4,473,256 |
|
|
Income tax receivable |
163,263 |
|
|
Plant and equipment |
|
|
|
Right-of-use assets |
|
|
|
Trademarks |
9,330,000 |
|
|
Customer contracts |
38,597,000 |
|
|
Software |
3,321,000 |
|
|
Trade payables |
( |
|
|
Other payables |
(537,208) |
|
|
Financial liability for prize draws |
(598,497) |
|
|
Loyalty points provision |
(478,289) |
|
|
Lease liability |
( |
|
|
Credit card payables |
(169,314) |
|
|
Accrued liabilities |
(80,052) |
|
|
Deferred tax liability |
( |
|
|
Net assets acquired |
|
|
|
Goodwill |
|
|
|
Acquisition-date fair value of the total consideration transferred |
|
|
|
Cash used to acquire business, net of cash acquired: |
||
|
Acquisition-date fair value of the total consideration transferred |
64,862,211 |
|
|
Less: cash and cash equivalents |
(12,457,027) |
|
|
Less: contingent consideration |
(11,158,777) |
|
|
Less: capital contribution from ultimate parent |
(5,000,000) |
|
|
Net cash used |
|
42
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
Consideration transferred
The total consideration transferred of £64,862,211 comprises cash paid on completion of £48,703,434 (which also includes payment for cash acquired), equity issues of £5,000,000, and contingent consideration measured at a discounted fair value of £11,158,777.
Part of the consideration was settled by the issue of 1,012,161 ordinary shares in Jumbo Interactive Limited, the ultimate parent, to the vendors, valued at £5,000,000 by reference to the fair value of those shares at the acquisition date. The shares were issued by the ultimate parent on behalf of the Company, and the corresponding obligation to the ultimate parent was settled by set-off against amounts receivable from the ultimate parent (note 27). No shares were issued by the Company and no amount remained outstanding at the reporting date.
The contingent consideration is payable to the vendors subject to the achievement of specified performance targets over the period to 31 December 2026. The fair value at the acquisition date was estimated by reference to the probability-weighted expected payments, discounted at a rate of 6.00%. The maximum undiscounted amount payable is £12,000,000. Subsequent changes in the fair value of the contingent consideration are recognised in profit or loss in accordance with IFRS 9.
Fair value of identifiable intangible assets
The fair values of the identifiable intangible assets acquired have been determined using established valuation methodologies. Customer contracts have been valued using the multi-period excess earnings method, intellectual property using the relief-from-royalty method, and software using the cost approach. Key inputs to the valuations include forecast revenues and margins attributable to the acquired assets, customer attrition rates, royalty rates, discount rates and the estimated economic lives of the assets. A deferred tax liability of £9,649,250 has been recognised in respect of the fair value uplift on the acquired intangible assets and other fair value adjustments.
Goodwill of £8,576,667 arose on the acquisition, representing the excess of the consideration transferred over the fair value of the identifiable net assets acquired. The goodwill is attributable principally to the assembled workforce of DCG, expected operational synergies from combining DCG with the wider Group, and future growth opportunities in the consumer prize competition market that do not meet the criteria for separate recognition as intangible assets under IAS 38. None of the goodwill recognised is expected to be deductible for tax purposes. The goodwill has been allocated to the Prize Competitions cash-generating unit for the purposes of impairment testing (note 12).
Acquisition-related costs
The Group incurred acquisition-related costs of £336,343 in respect of warranty and indemnity insurance and stamp duty. Other transaction costs, including legal, financial and tax due diligence and advisory fees, were incurred and borne by the ultimate parent, Jumbo Interactive Limited, and have not been recharged to the Group. The acquisition-related costs incurred by the Group have been expensed as incurred and are included within operating expenses in the consolidated statement of profit or loss for the year ended 30 June 2026 in note 7.
43
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
From the date of acquisition, Dream Car Giveaways Limited contributed £18,058,566 to Group revenue and £2,838,061 to Group profit after tax for the year ended 30 June 2026.
If the acquisition had occurred on 1 July 2025, management estimates that consolidated revenue for the year ended 30 June 2026 would have been £25,069,332 and consolidated profit after tax would have been £3,334,295. In determining these pro-forma amounts, management has assumed that the fair value adjustments arising on acquisition, including:
|
• |
Differences in the accounting policies between the Group and the subsidiary; |
|
|
• |
The additional depreciation and amortisation that would have been charged on the assumption that the fair value adjustments acquired intangible assets had applied from 1 July 2025, together with the consequential tax effects; and |
|
|
• |
The additional interest costs that would have been incurred on the assumption that external borrowings would have been drawn down on 1 July 2025 to fund the acquisition of the business. |
Note 5. Revenue from contracts with customers
All revenue arises in the United Kingdom.
Following the acquisition of Dream Car Giveaways Limited on 14 October 2025, the Group has two revenue streams: lottery management services provided to charity and not-for-profit clients, and consumer prize competitions.
The Group has assessed its position separately for each revenue stream.
For lottery management services the Group acts as agent, as the client retains responsibility for the lottery, sets the ticket price and bears the economic risk of the draw; revenue is recognised net, being the commission or service fee earned.
For prize competitions the Group acts as principal, as it controls the competition offering, sets the entry price, procures and owns the prizes and bears the fulfilment risk. The revenue from sales of the tickets in relation to prize draws is recognised at point-in-time on draw date at the value of cash collected from ticket sales net of prizes won, which represent a consideration payable to Group customers.
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Lottery management services |
6,546,315 |
6,184,848 |
||
|
Prize competition entry fees |
18,058,566 |
- |
||
|
24,604,881 |
6,184,848 |
|||
44
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
Note 6. Other income
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Warranty claim income |
- |
425,000 |
||
|
Management services recharge |
355,291 |
313,541 |
||
|
Proceeds from disposal of prize stock |
3,082,341 |
- |
||
|
3,437,632 |
738,541 |
Management services recharge represents amounts recharged in respect of shared services provided by the Group. The Parent recharges services to subsidiaries and to Gatherwell Limited, a company under common control; amounts recharged to subsidiary undertakings are eliminated on consolidation, and the consolidated balance represents amounts recharged to Gatherwell Limited (note 27).
Warranty claim income in the prior year represented amounts received from the vendor in settlement of a warranty claim under the StarVale sale and purchase agreement (note 4).
Proceeds from disposal of prize stock represents the amount received on the disposal of vehicles held as competition prize stock which were not awarded. Disposals arise where a prize is not claimed or a winner elects to take a cash alternative. These disposals are incidental to the Group's principal activities and are therefore presented outside revenue. The cost of these vehicles is recognised in note 7.
Note 7. Administrative expenses
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Advertising and marketing costs |
7,245,976 |
62,459 |
||
|
Depreciation and amortisation |
5,089,107 |
1,022,222 |
||
|
Employee benefits expense |
3,975,948 |
2,767,315 |
||
|
Cost of prize stock disposed |
3,736,441 |
- |
||
|
Payment processing charges |
1,434,047 |
- |
||
|
Postage and carriage |
1,019,127 |
850,248 |
||
|
Acquisition costs |
336,343 |
- |
||
|
Bank charges |
282,828 |
256,956 |
||
|
Printing costs |
132,217 |
136,206 |
||
|
Statutory auditor remuneration |
87,675 |
76,401 |
||
|
Other expenses |
1,106,906 |
560,891 |
||
|
24,446,615 |
5,732,698 |
45
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
Note 8. Employees benefits expense
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Wages and salaries |
3,429,336 |
2,415,936 |
||
|
Social security costs |
458,858 |
235,063 |
||
|
Other pension costs |
94,383 |
113,920 |
||
|
Share-based payments |
(6,629) |
2,396 |
||
|
3,975,948 |
2,767,315 |
The average number of employees during the year was as follows:
|
2026 |
2025 |
|||
|
Number |
Number |
|||
|
Lottery management |
83 |
83 |
||
|
Direct debit origination services |
- |
1 |
||
|
Prize competitions |
19 |
- |
||
|
102 |
84 |
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Directors' remuneration (note 27) |
424,576 |
277,893 |
Note 9. Finance income
Finance income of £350,561 for the year ended 30 June 2026 (2025: £177,739) mainly represented interest income earned on related party loan receivable of £255,505 (2025: £101,835) (note 27) and interest earned on cash and cash equivalents of £56,759 (2025: £65,720) (note 16).
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Interest income |
350,561 |
177,739 |
Note 10. Finance costs
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Interest on loan from immediate and ultimate parent |
1,759,778 |
- |
||
|
Unwinding of discount on contingent consideration |
484,153 |
- |
||
|
Interest on lease liabilities |
29,015 |
4,830 |
||
|
Other interest costs |
- |
2,571 |
||
|
Total finance costs |
2,272,946 |
7,401 |
Interest on the loan from the immediate and ultimate parent is charged at a variable rate based on the applicable benchmark rate plus a margin (note 23). The unwinding of discount reflects the passage of time on the contingent consideration payable for the acquisition of MDM Holdings (Midlands) Limited and Dream Car Giveaways Limited, discounted at 6.00% (note 4).
46
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
Note 11. Income tax expense
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Income tax expense |
||||
|
Current tax |
|
|
||
|
Deferred tax |
(1,006,425) |
(236,503) |
||
|
606,396 |
227,210 |
|||
|
Numerical reconciliation of income tax expense and tax at the statutory rate |
||||
|
Profit before income tax expense |
1,673,513 |
1,360,894 |
||
|
Tax at the statutory tax rate of 25% |
418,378 |
340,224 |
||
|
Tax effect amounts which are not deductible/(taxable) in calculating taxable income: |
||||
|
Non-deductible items |
201,604 |
- |
||
|
Non-taxable income |
- |
(113,014) |
||
|
Adjustment in respect of prior periods |
(13,586) |
- |
||
|
606,396 |
227,210 |
Deferred tax liabilities comprise temporary differences mainly attributable to business combination purchase price allocation fair value adjustments to carrying values of acquired intangible assets and subsequent amortisation.
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Opening balance deferred tax liability |
1,635,089 |
1,871,592 |
||
|
Credited to profit or loss |
(1,006,425) |
(236,503) |
||
|
Recognised on business combination (note 4) |
9,649,250 |
- |
||
|
Closing balance deferred tax liability |
10,277,914 |
1,635,089 |
Note 12. Goodwill
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Goodwill |
16,975,104 |
8,398,437 |
|
2026 |
2025 |
|||
|
Managed Services CGU |
£ |
£ |
||
|
Balance at 1 July |
8,398,437 |
8,398,437 |
||
|
Impairment |
- |
- |
||
|
Balance at 30 June |
8,398,437 |
8,398,437 |
47
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
|
2026 |
2025 |
|||
|
Dream Giveaways CGU |
£ |
£ |
||
|
Balance at 1 July |
- |
- |
||
|
Additions through business combinations (note 4) |
8,576,667 |
- |
||
|
Impairment |
- |
- |
||
|
Balance at 30 June |
8,576,667 |
- |
At 30 June 2026 management performed an impairment test of goodwill.
Goodwill is allocated to two cash-generating units ("CGUs"): the Managed Services United Kingdom StarVale CGU, and the Dream Giveaways CGU, which arose on the acquisition of MDM Holdings (Midlands) Limited and Dream Car Giveaways Limited during the year (note 4).
The recoverable amount of each CGU is based on the higher of fair value less cost to sell or value-in-use.
Value-in-use is calculated using a discounted cash flow model based on a one-year budget projection (less an allocation of corporate expenses for the Managed Services United Kingdom StarVale CGU only), approved by the Board and extrapolated over a five-year period using a steady rate, together with a terminal value.
Key assumptions used for value-in-use calculation of the CGU are as follows:
|
2026 |
2025 |
|||
|
% |
% |
|||
|
Managed Services CGU |
||||
|
Compound Annual Growth Rate of EBITDA over 2027-2031 |
4.8% |
10.8% |
||
|
Discount rate (pre-tax) |
19.3% |
19.3% |
||
|
Terminal value growth rate |
2.0% |
2.0% |
||
|
Dream Giveaways CGU |
||||
|
Compound Annual Growth Rate of EBITDA over 2027-2031 |
24.7% |
- |
||
|
Discount rate (pre-tax) |
22.8% |
|||
|
Terminal value growth rate |
2.0% |
Managed Services United Kingdom StarVale CGU
Lottery management agreements continue beyond current agreement periods.
Dream Giveaways CGU
Cash flows are underpinned by continued customer acquisition, the frequency of new competition launches, and repeat entry rates from the existing player base.
The Dream Giveaways CGU arose on acquisition during the year ended 30 June 2026. Accordingly, no comparative value-in-use assumptions are presented.
48
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
The discount rate used for each CGU is a pre-tax calculated weighted average cost of capital based on the capital asset pricing model and is specific to the relevant segment in which the unit operates. Management determined projections based on past performance and its expectations for the future. The growth rate used is consistent with those used in industry reports.
For Managed Services CGU the recoverable amount of the cash-generating unit exceeds its carrying amount by £1,200,000. Management estimates that a reasonably possible increase in the pre-tax discount rate of 2.0%, reasonably possible decrease in terminal value growth rate of 2.5% or a reasonably possible reduction in forecast of CAGR EBITDA 2027-2031 of 3.5%, would eliminate this headroom and result in an impairment charge. The carrying value of goodwill is therefore sensitive to changes in these assumptions.
The estimates and assumptions applied to the Dream Giveaways CGU are inherently more uncertain than those applied to the Managed Services United Kingdom StarVale CGU, given the limited period for which the Group has held the DCG business. Management continues to monitor the performance of the Dream Giveaways CGU against the assumptions used in this assessment.
Note 13. Other intangible assets
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Patents and trademarks - at cost |
9,330,000 |
- |
||
|
Less: Accumulated amortisation |
(331,205) |
- |
||
|
8,998,795 |
- |
|||
|
Customer contracts - at cost |
47,181,000 |
8,584,000 |
||
|
Less: Accumulated amortisation |
(5,887,768) |
(2,289,066) |
||
|
41,293,232 |
6,294,934 |
|||
|
Software - at cost |
3,819,000 |
498,000 |
||
|
Less: Accumulated amortisation |
(1,151,146) |
(265,600) |
||
|
2,667,854 |
232,400 |
|||
|
Capitalised development costs - at cost |
369,036 |
- |
||
|
Less: Accumulated amortisation |
(41,376) |
- |
||
|
327,660 |
- |
|||
|
53,287,541 |
6,527,334 |
49
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
|
Trademarks |
Customer contracts and relationships |
Software |
Capitalised development costs |
Total |
||||||
|
£ |
£ |
£ |
£ |
£ |
||||||
|
Balance at 1 July 2024 |
- |
7,153,334 |
332,000 |
- |
7,485,334 |
|||||
|
Amortisation expense |
- |
(858,400) |
(99,600) |
- |
( |
|||||
|
Balance at 30 June 2025 |
- |
6,294,934 |
232,400 |
- |
6,527,334 |
|||||
|
Additions |
- |
- |
- |
369,036 |
|
|||||
|
Additions through business combinations (note 4) |
9,330,000 |
38,597,000 |
3,321,000 |
- |
|
|||||
|
Amortisation expense |
(331,205) |
(3,598,702) |
(885,546) |
(41,376) |
( |
|||||
|
Balance at 30 June 2026 |
8,998,795 |
41,293,232 |
2,667,854 |
327,660 |
53,287,541 |
Other intangible assets include customer contracts and relationships recognised on the acquisition of StarVale, intangible assets recognised on the acquisition of MDM Holdings (Midlands) Limited and Dream Car Giveaways Limited during the year, comprising customer contracts and relationships, software, trademarks, and capitalised development costs.
The amortisation period relating to the customer contracts and relationships acquired on the acquisition of StarVale is ten years.
The useful lives assessed for the intangible assets acquired on the acquisition of MDM Holdings (Midlands) Limited and Dream Car Giveaways Limited are considered finite and have useful lives of 10 years for customer contracts and relationships, 3 years for software, and 20 years for trademarks having regard to the factors set out in note 2.
The amortisation period relating to the capitalised developments costs varies between 1-3 years depending on date of capitalisation and expected transition to a new platform planed after October 2028.
At 30 June 2026 management performed an impairment test of intangible assets other than goodwill. Intangible assets are tested for impairment as part of the cash-generating unit to which they are allocated. The evaluation performed and assumptions used for the Managed Services United Kingdom StarVale and Prize Competitions cash-generating units are consistent with those used for the goodwill impairment test (note 12).
50
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
Note 14. Trade and other receivables
Trade receivables represent the amounts due from customers for delivered services. Trade receivables are predominantly denominated in British pounds with the payment terms ranging between date of invoice to 30 days after invoice date. Trade receivables are stated at amortised cost less loss allowance. Provisions for bad and doubtful debts are based on the expected credit loss model.
The Group applies the IFRS 9 simplified model of recognising lifetime expected credit losses for all trade receivables as these items do not have a significant financing component.
In measuring the expected credit losses, the trade receivables have been assessed on a collective basis as they
possess shared credit risk characteristics. They have been grouped based on the days past due and also according to the geographical location of customers.
The expected loss rates are based on the payment profile for sales over the past 60 months before 30 June 2026 and 30 June 2025, respectively, as well as the corresponding historical credit losses during that period. The historical rates are adjusted to reflect current and forecast expected losses. Trade receivables are written off (i.e., derecognised) when there is no reasonable expectation of recovery. Failure to make payments within 180 days from the invoice date and failure to engage with the Group on alternative payment arrangement amongst other is considered indicators of no reasonable expectation of recovery.
|
Consolidated |
||||||||||
|
30 June 2026 |
Current |
1-30 days |
31-90 days |
>90 days |
Total |
|||||
|
Expected credit loss rate |
0% |
0% |
0% |
0% |
0% |
|||||
|
Gross carrying amount, £ |
1,606,125 |
52,803 |
19,870 |
0 |
1,678,798 |
|||||
|
Lifetime expected credit loss, £ |
- |
- |
- |
- |
- |
|||||
|
30 June 2025 |
Current |
1-30 days |
31-90 days |
>90 days |
Total |
|||||
|
Expected credit loss rate |
0% |
0% |
0% |
0% |
0% |
|||||
|
Gross carrying amount, £ |
1,151,250 |
78,846 |
100,010 |
733 |
1,330,839 |
|||||
|
Lifetime expected credit loss, £ |
- |
- |
- |
- |
- |
Note 15. Receivables from parent company
The Group holds a receivable balance from the Jumbo Interactive Limited (immediate and ultimate parent) of £3,277,873 at 30 June 2026 (2025: £6,943,823) (note 27). The amounts are denominated in British pounds and are payable on demand.
These receivables bear interest at SONIA variable rates plus 2.05% margin (2025: Bank of England base rate +1%). The Group expects these receivables to be settled within 12 months after year end and, therefore, classified them as current receivables. The Group believes that the expected credit loss provision is insignificant due to short nature of these receivables and high credit worthiness of the parent company.
51
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Receivables from parent company |
3,277,873 |
6,943,823 |
Note 16. Cash and cash equivalents
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Bank deposit accounts |
1,816,919 |
2,705,781 |
||
|
Current bank accounts |
2,629,637 |
217,250 |
||
|
4,446,556 |
2,923,031 |
Bank deposit and current bank accounts are denominated in British pounds and cash in held in a bank with A-2 credit rating (S&P).
Current bank accounts are typically interest free and bank deposit accounts typically bear interest rate of 1.0-1.5% AER.
Note 17. Inventories
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Prize stock - motor vehicles |
5,030,509 |
- |
||
|
Prize stock - other prizes |
91,369 |
- |
||
|
5,121,878 |
- |
52
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
Inventories comprise motor vehicles and other prizes held by the Group in connection with the operation of consumer prize competitions, together with any residual prize stock held for resale. Inventories are stated at the lower of cost and net realisable value, in accordance with the accounting policy set out in note 2.
Cost comprises the purchase price of the vehicle or prize together with any costs directly attributable to bringing it to its present location and condition. Where a prize is awarded to a competition winner, the carrying value of the prize is released to revenue at the date the competition draw takes place. Where a vehicle or prize is not awarded, or a winner elects to take a cash alternative, the prize is sold. The proceeds from such sales are recognised in note 6 and the costs of disposed prizes are recognised in note 7.
Prize stock is measured at the lower of cost and net realisable value. Net realisable value is reassessed at each reporting date, having regard to recent selling prices achieved on the disposal of unawarded prizes, less estimated costs to sell. The carrying amount of inventory measured at net realisable value as of 30 June 2026 was £384,000.
Inventories of £4,473,256 were acquired on the acquisition of Dream Car Giveaways Limited during the year (note 4).
Note 18. Right-of-use assets and lease liabilities
The Group has lease contracts for office and equipment used in its operations. Leases of office and equipment generally have fixed lease terms between 2 and 5 years and do not contain extension options. The lease agreements do not impose any covenants.
Set out below, are the carrying amounts of the Group’s right-of-use assets and lease liabilities and the movements during the period:
|
Right-of-use assets |
Right-of-use assets (equipment) |
Right-of-use assets |
Lease liabilities |
|||||
|
£ |
£ |
£ |
£ |
|||||
|
As of 1 July 2024 |
61,358 |
67,922 |
- |
134,680 |
||||
|
Additions |
99,296 |
- |
- |
99,296 |
||||
|
Remeasurement |
9,085 |
(12,589) |
- |
(3,504) |
||||
|
Depreciation charge |
(39,893) |
(16,037) |
- |
- |
||||
|
Interest accrued |
- |
- |
- |
4,830 |
||||
|
Payment |
- |
- |
- |
(79,183) |
||||
|
As of 30 June 2025 |
129,846 |
39,296 |
- |
156,119 |
||||
|
As of 1 July 2025 |
129,846 |
39,296 |
- |
156,119 |
||||
|
Acquired through business combination (note 4) |
714,426 |
- |
- |
714,426 |
||||
|
Additions |
6,153 |
- |
105,925 |
104,231 |
||||
|
Depreciation charge |
(123,096) |
(20,028) |
(9,685) |
- |
||||
|
Interest accrued |
- |
- |
- |
29,015 |
||||
|
Payment |
- |
- |
- |
(177,993) |
||||
|
As of 30 June 2026 |
727,329 |
19,268 |
96,240 |
825,798 |
53
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
Note 19. Trade and other payables
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Trade creditors |
|
|
||
|
Customer funds and prizes payable |
2,238,021 |
1,398,471 |
||
|
Deferred income |
- |
146,387 |
||
|
Customer loyalty program |
490,567 |
- |
||
|
VAT payables |
706,525 |
231,922 |
||
|
Other payables |
|
|
||
|
5,558,248 |
2,193,556 |
Trade creditors are non-interest bearing and normally settled on 30-day terms. Customer funds are repayable on demand, and prizes payable are generally settled shortly after the draw. All balances are denominated in pounds sterling.
Entry fees received in advance of a competition draw date, and amounts allocated to Dream Points awarded under the customer loyalty programme are recognised as such.
Note 20. Capital management policy
The Group’s principal objectives in managing capital are as follows:
• to maintain a sustainable balance sheet structure
• to maintain sufficient financial flexibility to service the Group's related party debt and to meet its contingent consideration obligations arising on the acquisition of MDM Holdings (Midlands) Limited and Dream Car Giveaways Limited.
The Group does not have any formal internal or external imposed target ratio for assessment of its capital management policy compliance.
The procedures to minimise the Group's exposure to credit risk are set out in the financial risk management note 21.
Note 21. Financial risk management
The Group has exposure to a variety of financial risks including market risk (foreign exchange risk and interest rate risk), credit risk and liquidity risk.
Financial risk management is performed by a central treasury function on behalf of the Group under the Treasury Policy approved by the Board annually. Speculative activities are strictly prohibited. Compliance with the Treasury Policy is monitored on an ongoing basis through regular reporting to the Board.
There is a risk that any future economic downturn could reduce disposable income and consequently may impact customer spending levels.
54
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
a) Market risk
Market risk is the risk that adverse movements in foreign exchange and interest rates will affect the Group’s financial performance or the value of its holdings of financial instruments. The Group measures market risk using cash flow at risk. The objective of risk management is to manage the market risks inherent in the business to protect profitability and return on assets.
(i) Foreign exchange risk
Foreign currency risk can only arise on financial instruments that are denominated in a currency other than the functional currency in which they are measured.
None of the entities within the Group had material balances at the year ended 30 June 2026 denominated in currency other than functional currency. Any movement in foreign exchange rates would not be material to the Group.
(ii) Interest rate risk
The interest rate risk mainly arises from long-term related party receivables and payables based upon the Sterling Overnight Index Average (SONIA) rate, which expose the Group to cash flow interest rate risk.
At 30 June 2026 the Group held a receivable from the parent entity of £3,277,873 (2025: £6,943,823) at variable rates, bearing interest at SONIA plus 2.05% margin (2025: Bank of England base rate plus 1%).
The Group also had £32,000,000 loan payable to the parent entity at variable rates (2025: nil). Interest on drawn amounts is charged at SONIA plus 2.05% margin.
The Group's borrowings are carried at amortised cost.
At the reporting date, the Group has exposure to the following interest rates in relation to related party loans receivable and payable:
|
2026 |
2026 |
2025 |
2025 |
|||||
|
% |
£ |
% |
£ |
|||||
|
Financial assets |
||||||||
|
Related party loans receivable (note 27) |
SONIA + 2.05% |
3,277,873 |
Bank of England base rate + 1% |
6,943,823 |
||||
|
Financial liabilities |
||||||||
|
Related party loans payable (note 27) |
SONIA + 2.05% |
(32,000,000) |
- |
- |
The following table summarises the gain/(loss) impact of a 200 basis points (bps) interest rate change for related party loans receivable and payable at variable interest rates on net profit and equity before tax, with all other variables remaining constant, as at 30 June 2026 and comparative period:
55
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
|
Consoli |
dated |
Consoli |
dated |
|||||
|
effect on |
profit |
effect on |
equity |
|||||
|
2026 |
2025 |
2026 |
2025 |
|||||
|
Financial assets |
||||||||
|
200 bps increase in Sterling Overnight Index Average rate (2025: Bank of England base rate +1%) |
65,557 |
138,876 |
65,557 |
138,876 |
||||
|
200 bps decrease in Sterling Overnight Index Average rate |
(65,557) |
(138,876) |
(65,557) |
(138,876) |
||||
|
Financial liabilities |
||||||||
|
200 bps increase in Sterling Overnight Index Average rate |
(640,000) |
- |
(640,000) |
- |
||||
|
200 bps decrease in Sterling Overnight Index Average rate |
640,000 |
- |
640,000 |
- |
||||
|
Net effect |
||||||||
|
200 bps increase |
(574,443) |
138,876 |
(574,443) |
138,876 |
||||
|
200 bps decrease |
574,443 |
(138,876) |
574,443 |
(138,876) |
b) Credit risk
Financial assets, which are potentially subject to credit risk, consisted principally of cash and cash equivalents (note 16), trade receivables (note 14), and receivables from parent company (note 15). Except for cash and cash equivalents held in one bank with A-2 S&P’s credit rating, escrow account held in another bank with A-2 S&P’s credit rating and receivables from parent company, the Group had no significant concentration of credit risk.
Credit risk is managed on a Group basis through the Board approved Treasury Policy and is reviewed regularly by the Board.
The Board monitors credit risk by actively assessing the rating quality and liquidity of counter parties:
|
• |
Surplus funds are only invested with banks and financial institutions with a Standard and Poor’s rating of no less than A; |
|
|
• |
Lottery management clients are rated for credit worthiness taking into account their size, market position and financial standing, and the risk is measured using debtor ageing analysis; |
|
|
• |
Lottery management clients that do not meet the Group's strict credit policies may only transact in cash or using recognised credit cards; |
|
|
• |
Following the acquisition of Dream Car Giveaways Limited, the Group's consumer prize competition business collects payment from entrants in full, in advance, at the point of entry, via card and other digital payment methods. The Group is not exposed to customer credit risk on this revenue stream, as no service is provided before payment is received; and |
|
|
• |
The Group is exposed to credit risk on funds collected from consumers by third-party payment processors and card acquirers, pending settlement to the Group's bank accounts. This risk is managed through the use of established payment processors and monitoring of settlement timeliness. |
56
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
c) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulties in meeting the obligations associated with its financial liabilities. The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate cash balances are maintained to meet its liabilities when due.
The following table summarises the contractual timing of undiscounted cash flows of financial instruments:
|
30 June 2026 |
Less than 1 year or on demand |
Between 1 and 5 years |
Over 5 years |
Total |
||||
|
Financial assets |
||||||||
|
Trade and other receivables1 |
1,678,798 |
- |
- |
1,678,798 |
||||
|
Receivables from parent company |
3,277,873 |
- |
- |
3,277,873 |
||||
|
Cash and cash equivalents |
4,446,556 |
- |
- |
4,446,556 |
||||
|
Other current assets |
3,600 |
- |
- |
3,600 |
||||
|
9,406,827 |
- |
- |
9,406,827 |
|||||
|
Financial liabilities |
||||||||
|
Lease liabilities |
165,039 |
836,812 |
- |
1,001,851 |
||||
|
Trade and other payables2 |
4,361,156 |
- |
- |
4,361,156 |
||||
|
Related party loans |
35,523,574 |
- |
- |
35,523,574 |
||||
|
Contingent consideration |
12,000,000 |
- |
- |
12,000,000 |
||||
|
52,049,769 |
836,812 |
- |
52,886,581 |
1Trade and other receivables, excluding prepayments.
2Trade and other payables, excluding VAT payables and customer loyalty program liability.
57
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
|
30 June 2025 |
Less than 1 year or on demand |
Between 1 and 5 years |
Over 5 years |
Total |
||||
|
Financial assets |
||||||||
|
Trade and other receivables1 |
1,330,839 |
- |
- |
1,330,839 |
||||
|
Receivables from parent company |
6,943,823 |
- |
- |
6,943,823 |
||||
|
Escrow deposit |
43 |
- |
- |
43 |
||||
|
Cash and cash equivalents |
2,923,031 |
- |
- |
2,923,031 |
||||
|
Other current assets |
3,600 |
- |
- |
3,600 |
||||
|
11,201,336 |
- |
- |
11,201,336 |
|||||
|
Financial liabilities |
||||||||
|
Lease liabilities |
86,033 |
80,982 |
- |
167,015 |
||||
|
Trade and other payables2 |
1,961,634 |
- |
- |
1,961,634 |
||||
|
Related party loans payable |
220,141 |
- |
- |
220,141 |
||||
|
2,267,808 |
80,982 |
- |
2,348,790 |
1Trade and other receivables, excluding prepayments.
2Trade and other payables, excluding VAT payables.
d) Fair value hierarchy
The fair value of cash, cash equivalents and non-interest-bearing financial assets and liabilities approximates their carrying value due to their short-term maturity and classified in level 1 the fair value hierarchy. Except for contingent consideration liability all financial assets and liabilities are recognised at amortised cost.
Contingent consideration liability related to business acquisition is measured at fair value at each reporting date and changes in fair value are recognised in profit or loss in accordance with IFRS 9. The measurement is classified in level 3 of the fair value hierarchy.
Note 22. Dividends
No dividends were declared or paid during the year ended 30 June 2026.
On 26 November 2024 the Board approved £2,500,000 interim dividend (£1,250,000 per share) and on 26 June 2025 the Board approved additional £1,000,000 dividend for the year ended 30 June 2025 (£500,000 per share). The total dividend of £3,500,000 was settled by way of set-off against amounts receivable from Jumbo Interactive Limited, the ultimate parent company, and no cash consideration passed (note 15).
58
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
Note 23. Related party loans
The Group holds a payable balance to the Jumbo Interactive Limited (immediate and ultimate parent) of £32,104,710 at 30 June 2026 (2025: £0), which includes accrued interest of £104,710 (note 27).
The balances are denominated in British pounds. The facility has a three-year term, with repayment due on demand. Interest on drawn amounts is charged at variable rates based on the applicable benchmark rate plus a margin.
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Loan from the company under common control |
3,418,864 |
220,141 |
||
|
Loans from the immediate and ultimate parent company |
32,104,710 |
- |
||
|
35,523,574 |
220,141 |
Refer to note 21 for further information on financial risk management.
Note 24. Called up share capital
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
|
2026 |
2025 |
2026 |
2025 |
|||||
|
Shares |
Shares |
£ |
£ |
|||||
|
Ordinary shares - fully paid |
|
|
2 |
2 |
Note 25. Share premium reserve
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Share premium reserve |
23,122,135 |
23,122,135 |
59
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
Note 26. Contingent liabilities
On 14 October 2025, the Group acquired 100% of the Dream Car Giveaways group of companies for consideration of £64,862,211 as disclosed in note 4. The Group is aware of increasing scrutiny regarding the application of UK VAT to prize draw competitions. Dream Car Giveaways UK has historically treated its income from prize draw competitions as VAT-exempt, consistent with the Group's understanding of the applicable tax framework and supported by professional advice. In light of recent industry developments, the Group continues to support the view that while a possible obligation exists, an outflow of resources is not considered probable. Should the Group's VAT position be challenged, the Group estimates the financial impact on Dream Car Giveaways UK FY26 net profit generated from the acquisition date till 30 June 2026 to be in the range of £1.5m to £2.0m. The estimated VAT exposure on FY26 net profit has been calculated on a net prize draw revenue basis, being ticket sale proceeds less prizes, includes estimated VAT recoveries not claimed on relevant expenses and potential income tax recoveries; and excludes any associated penalties and interest. The Group is unable to reliably estimate any potential penalties or interest, given the uncertainty regarding whether penalties would be imposed, the basis on which they would be calculated, and the applicable interest rates and periods over which they may accrue. Potential liabilities relating to periods prior to the Group's acquisition of Dream Car Giveaways UK are covered by an insurance policy arranged at the time of acquisition. These pre-acquisition liabilities could be several times greater than the exposure incurred since the acquisition. Management considers that the policy's coverage for the relevant pre-acquisition periods is sufficient to satisfy any potential liabilities that may arise. As a member of the Prize Competition Council, the Group will continue to monitor developments and engage with industry and regulatory stakeholders, including His Majesty's Revenue and Customs (HMRC), as this matter progresses.
Note 27. Related party disclosures
Income/(expenses) with related parties
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.
The following income/(expenses) were incurred with related parties:
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Management service recharges to company under common control |
355,291 |
313,541 |
||
|
Interest income on loan to immediate and ultimate parentcompany |
255,505 |
101,835 |
||
|
Interest charged on loan from immediate and ultimate parentcompany |
(1,759,778) |
- |
||
|
Expense recharges from the Group to the immediate and ultimate parent company |
85,338 |
77,776 |
||
|
Expense recharges from immediate and ultimate parent company to the Group |
(39,309) |
(116,683) |
||
|
Expense recharges from company under common control to the Group |
- |
(3,060) |
60
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
Loans to the immediate and ultimate parent company
The amount owing from Jumbo Interactive Limited, the immediate and ultimate parent company, as of 30 June 2026 is £3,277,873 (2025: owing to £6,943,823). The balances are denominated in British pounds, repayable on demand with interest charged at SONIA variable rates plus 2.05% margin (2025: Bank of England base rate +1%).
The following balances are outstanding at the reporting date in relation to loans with the immediate and ultimate parent company:
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
During the reporting period the following movements took place: |
||||
|
Opening balance at 1 July |
6,943,823 |
6,543,335 |
||
|
Service recharges to the immediate and ultimate parent company |
85,338 |
77,776 |
||
|
Service recharges by the immediate and ultimate parent to the Group |
(39,309) |
(116,683) |
||
|
Loans granted |
8,033,516 |
3,500,000 |
||
|
Escrow funds transfer |
- |
543,822 |
||
|
Dividends paid via loan |
- |
(3,500,000) |
||
|
Consideration for acquisition of DCG (note 4) |
(5,000,000) |
- |
||
|
Loan settled by the immediate and ultimate parent company |
(7,001,000) |
(206,262) |
||
|
Interest income accrued |
255,505 |
101,835 |
||
|
Closing balance at 30 June |
3,277,873 |
6,943,823 |
Loans from related parties
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Loans from the immediate and ultimate parent company |
(32,104,710) |
- |
||
|
Loan from the company under common control |
(3,418,864) |
(220,141) |
||
|
(35,523,574) |
(220,141) |
Loans from the immediate and ultimate parent company
The amount owing to Jumbo Interactive Limited, the immediate and ultimate parent company, as of 30 June 2026 is £32,104,710 (2025: £nil), which includes accrued interest of £104,710.
The balances are denominated in British pounds. The facility has a three-year term, with repayment due at maturity in October 2028. Interest on drawn amounts is charged at SONIA variable rates plus 2.05% margin.
61
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
During the reporting period the following movements took place: |
||||
|
Opening balance at 1 July |
||||
|
Loan advanced by the ultimate parent |
(40,000,000) |
- |
||
|
Interest charged |
(1,759,778) |
- |
||
|
Interest paid |
1,655,068 |
- |
||
|
Loan principal repaid |
8,000,000 |
- |
||
|
Closing balance at 30 June |
(32,104,710) |
- |
||
Loan from the company under common control
The amount owed to Gatherwell Limited as of 30 June 2026 is £3,418,864 (2025: 220,141). The balances are denominated in British Pounds, repayable on demand with no interest charged.
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Opening balance at 1 July |
(220,141) |
- |
||
|
Service recharges to the company under common control (incl. VAT) |
426,348 |
282,919 |
||
|
Service recharges from the company under common control (incl. VAT) |
- |
(3,060) |
||
|
Loan received from Gatherwell (company under common control) |
(3,625,071) |
(500,000) |
||
|
Closing balance at 30 June |
(3,418,864) |
(220,141) |
Key management personnel
The aggregate compensation made to 3 directors (2025: 3) of the Company is set out below:
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Remuneration for qualifying services |
397,371 |
258,438 |
||
|
Company pension contributions to defined contribution schemes |
27,205 |
19,455 |
||
|
424,576 |
277,893 |
62
Jumbo Interactive UK Limited
Notes to the consolidated financial statements
30 June 2026
Total remuneration to the highest paid director was £201,768 (2025: £170,000), excluding pension contributions of £16,328 (2025: £18,134).
In addition, the compensation to 2 key management personnel (2025: 1), who are not directors of the Company, amounted to £153,326 (2025: £115,000), excluding pension contributions of £6,190 ( 2025: £10,350).
On 9 November 2023 the Company’s parent granted to one of the Company key management personnel of one of its operating subsidiaries 3,337 performance rights with total value at the grant date of £13,348. The rights lapsed during the year as the vesting conditions were not met, and the cumulative expense of £6,629 was reversed through employee benefit expenses (2025: charge of £2,396), leaving a £nil reserve at the year end.
Ultimate parent entity
Jumbo Interactive Limited, a company incorporated in Australia, is the ultimate parent entity and controlling party. The registered office is Level 11, 135 Coronation Drive, Milton, QLD, 4064, Australia.
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/.
Note 28. 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.
63
Jumbo Interactive UK Limited
Company statement of financial position
As at 30 June 2026
|
Company |
||||||
|
Note |
2026 |
2025 |
||||
|
£ |
£ |
|||||
|
Assets |
||||||
|
Current assets |
||||||
|
Cash and cash equivalents |
|
|
||||
|
Prepayments |
|
- |
||||
|
Receivables from parent company |
15,27 |
3,277,873 |
6,943,823 |
|||
|
Other current assets |
3,600 |
10,686 |
||||
|
Escrow deposit |
- |
43 |
||||
|
Provision for Corporation Tax |
6,226 |
- |
||||
|
Total current assets |
|
|
||||
|
Non-current assets |
||||||
|
Property, plant and equipment |
|
|
||||
|
Right-of-use assets |
|
|
||||
|
Investments |
|
|
||||
|
Deferred tax |
- |
|
||||
|
Total non-current assets |
|
|
||||
|
Total assets |
|
|
||||
|
Liabilities |
||||||
|
Current liabilities |
||||||
|
Trade and other payables |
|
|
||||
|
Related party loans |
|
|
||||
|
Lease liabilities |
|
|
||||
|
Income tax |
- |
|
||||
|
Contingent consideration |
4 |
|
- |
|||
|
Total current liabilities |
|
|
||||
|
Non-current liabilities |
||||||
|
Lease liabilities |
|
- |
||||
|
Total non-current liabilities |
|
- |
||||
|
Total liabilities |
|
|
||||
|
Net assets |
|
|
||||
|
Equity |
||||||
|
Called up share capital |
24 |
2 |
2 |
|||
|
Share premium reserve |
25 |
23,122,135 |
23,122,135 |
|||
|
Share-based payments reserve |
27 |
- |
6,629 |
|||
|
Retained profits/(accumulated losses) |
(1,679,447) |
1,871,508 |
||||
|
Total equity |
|
|
64
Jumbo Interactive UK Limited
Company statement of financial position
As at 30 June 2026
The company has taken advantage of the exemption in Section 408 of the Companies Act 2006 from presenting its individual statement of profit or loss and other comprehensive income. Loss after income tax expense for the year ended 30 June 2026 amounted to £-3,550,955 (30 June 2025: profit of £5,596,742).
|
___________________________ |
|
T Watson |
|
Director |
|
15 October 2026 |
65
Jumbo Interactive UK Limited
Company statement of changes in equity
For the year ended 30 June 2026
|
Total equity |
||||||||||
|
Called up share capital |
Share premium |
Share-based payment reserve |
(Accumulated losses) / retained earnings |
|||||||
|
Company |
£ |
£ |
£ |
£ |
£ |
|||||
|
Balance at 1 July 2024 |
2 |
23,122,135 |
4,233 |
(225,234) |
22,901,136 |
|||||
|
Profit after income tax expense for the year |
- |
- |
- |
5,596,742 |
|
|||||
|
Other comprehensive income for the year, net of tax |
- |
- |
- |
- |
- |
|||||
|
Total comprehensive income for the year |
- |
- |
- |
5,596,742 |
5,596,742 |
|||||
|
Transactions with owners in their capacity as owners: |
||||||||||
|
Share-based payments (note 22) |
- |
- |
2,396 |
- |
|
|||||
|
Dividends paid (note 22) |
- |
- |
- |
(3,500,000) |
( |
|||||
|
Balance at 30 June 2025 |
2 |
23,122,135 |
6,629 |
1,871,508 |
25,000,274 |
|
Total equity |
||||||||||
|
Called up share capital |
Share premium |
Share-based payment reserve |
(Accumulated losses) / retained earnings |
|||||||
|
Company |
£ |
£ |
£ |
£ |
£ |
|||||
|
Balance at 1 July 2025 |
2 |
23,122,135 |
6,629 |
1,871,508 |
25,000,274 |
|||||
|
Loss after income tax expense for the year |
- |
- |
- |
(3,550,955) |
( |
|||||
|
Other comprehensive income for the year, net of tax |
- |
- |
- |
- |
- |
|||||
|
Total comprehensive income for the year |
- |
- |
- |
(3,550,955) |
(3,550,955) |
|||||
|
Share-based payments (note 27) |
- |
- |
(6,629) |
- |
( |
|||||
|
Balance at 30 June 2026 |
2 |
23,122,135 |
- |
(1,679,447) |
21,442,690 |
66
Jumbo Interactive UK Limited
Notes to the company financial statements
30 June 2026
Note 29. Accounting principles for the Company statements
These company financial statements have been prepared on the going concern basis and in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework and with the requirements of the Companies Act 2006. These consolidated financial statements have been prepared under the historical cost convention as modified by the revaluation of financial assets and liabilities at fair value. As permitted by section 408 of the Companies Act 2006, the company income statement and statement of comprehensive income have not been presented.
During the year, the company transitioned from IFRS accounting standards to FRS 101 Reduced Disclosure Framework. The following exemptions from the requirements of IFRS have been applied in the preparation of these financial statements, in accordance with FRS 101.
Where required, equivalent disclosures are given in the group financial statements of the Group:
|
• |
IFRS 7 ‘Financial Instruments: Disclosures’; |
|
|
• |
Paragraphs 91-99 of IFRS 13 ‘Fair Value Measurement’; |
|
|
• |
Paragraph 38 of IAS 1 ‘Presentation of Financial Statements’ to present comparative information in respect of: paragraph 79(a)(iv) of IAS 1; |
|
|
• |
The following paragraphs of IAS 1 Presentation of Financial Statements; |
|
|
• |
paragraph 10(d) |
|
|
• |
paragraph 10(f) |
|
|
• |
paragraph 16 |
|
|
• |
paragraph 38A |
|
|
• |
paragraph 40 |
|
|
• |
paragraph 111 |
|
|
• |
paragraphs 134-136; |
|
|
• |
IAS 7 ‘Statement of Cash Flows’; |
|
|
• |
Paragraphs 30 and 31 of IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’; |
|
|
• |
The requirements in IAS 24 ‘Related Party Disclosures’ to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member; and |
|
|
• |
paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payments |
The Company has 7 employees (2025: 5).
The basis of preparation and accounting policies applied in the preparation of these Company financial statements are the same as those set out in note 2 to the consolidated financial statements with the additional of the policies below.
Investments
Investments in subsidiaries are stated at cost less provision for impairment. Lending to/from subsidiaries is considered to be an operating activity and any movements are classified as cash flows from operating activities in the cash flow statement.
Due to/from related parties
Amounts due from or to related parties including loans with related parties are measured at amortised cost. The Company has assessed and concluded that the amounts owed by subsidiaries will be fully recovered. Therefore, credit losses are considered to be immaterial.
67
Jumbo Interactive UK Limited
Notes to the company financial statements
30 June 2026
Going concern
The directors consider that the Company has sufficient resources and trade to enable the Company to continue in the future and the going concern basis has been applied to the preparation of the consolidated financial statements.
In preparing the consolidated financial statements, the directors have considered the ability of the Company to continue as a going concern and continue to monitor the impact of the current economic conditions, on its financial condition, liquidity, operations and workforce to inform their decisions for a period to 31 October 2027.
The ability of the Company to continue as a going concern depends on the operating performance of the Group.
The Group made a profit before tax for the year ended 30 June 2026 of £1,673,513 (30 June 2025: £1,360,894) and at the balance sheet date had net current liabilities of £-37,247,894 (30 June 2025 net current asset of £8,584,135) and net assets of £23,098,269 (30 June 2025: £22,037,781).
The net current liability position arises principally from intra-group loan balances and contingent consideration on the Dream Car Giveaways Limited acquisitions. Excluding these, the Group holds net current assets of £6,640,737.
Despite wider market challenges, the Group's underlying business performance remained resilient across all operating markets. Revenue streams across both core operations—lottery management service charges and prize draw operations continued to perform strongly, alongside securing new lottery management contracts. The core business has demonstrated consistent stability through broader economic headwinds, with new business wins continuing to support healthy future development.
The directors have reviewed the latest financial performance and prepared detailed cash flow forecasts covering a period to 31 October 2027, aligning with all known contractual cash commitments and existing cash reserves. Sensitivity analysis has been performed on key assumptions; reasonable worst-case scenarios indicate that no material going concern conditions arise, and severe stress-test scenarios have been assessed as remote.
Having considered the Group's financial forecasts, operational resilience, and available liquidity, the directors have concluded that there are no material uncertainties that cast significant doubt upon the Group's ability to continue as a going concern. Accordingly, it remains appropriate to prepare the consolidated financial statements on the going concern basis.
The Group's ultimate parent has confirmed it will provide financial support as required for at least a period to 31 October 2027, and accordingly the directors do not consider the net current liability position to indicate a material uncertainty.
Note 30. Cash and cash equivalents - Company statements
|
Company |
||||
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Bank deposit accounts |
- |
50,431 |
||
|
Current deposit accounts |
625,842 |
52,092 |
||
|
625,842 |
102,523 |
|||
68
Jumbo Interactive UK Limited
Notes to the company financial statements
30 June 2026
Bank deposit and current bank accounts are denominated in British pounds and cash in held in a bank with A-2 credit rating (S&P).
Current bank accounts are typically interest free and bank deposit accounts typically bear interest rate of 1.0-1.5% AER.
Note 31. Investments in subsidiaries - Company statements
|
Company |
||||
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Investment in subsidiaries |
84,075,176 |
20,237,258 |
||
|
Reconciliation |
||||
|
Reconciliation of the balances at the beginning and end of the current and previous financial year are set out below: |
||||
|
Opening fair value |
20,237,258 |
22,824,391 |
||
|
Additions - acquisition of DCG business (note 4) |
64,862,211 |
- |
||
|
Impairment of assets |
(1,024,293) |
(2,587,133) |
||
|
Closing fair value |
84,075,176 |
20,237,258 |
||
The impairment charge of £-1,024,293 (2025: £2,587,133) relates to the Company's investment in the StarVale, following a review which determined the recoverable amount of the investment to be lower than its carrying amount.
Note 32. Related party disclosures - Company statements
The Company has taken advantage of the exemption under paragraph 8(k) of FRS 101 not to disclose transactions with fellow wholly owned subsidiaries.
The key management personnel for the parent company is the same as for the Group. Refer to note 27 for the key management personnelcompensation disclosure.
|
Company |
||||
|
2026 |
2025 |
|||
|
£ |
£ |
|||
|
Receivables |
||||
|
Receivables from immediate and ultimate parent company |
3,277,873 |
6,943,823 |
||
|
Payables |
||||
|
Payables to subsidiaries |
19,170,864 |
1,838,107 |
||
|
Payables to the company under common control (note 23) |
3,418,864 |
220,141 |
||
|
Payables to the immediate and ultimate parent company (note 23) |
32,104,710 |
- |
||
|
Total payables to related parties |
54,694,438 |
2,058,248 |
||
69
Jumbo Interactive UK Limited
Notes to the company financial statements
30 June 2026
Note 33. Subsequent events - Company statements
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.